Grayscale Files Amended S-1 for Bittensor Trust, Advancing Toward NYSE Arca Spot ETF Listing

Grayscale Investments has filed Amendment No. 1 to its S-1 registration statement with the U.S. Securities and Exchange Commission (SEC), advancing its plan to convert the existing over-the-counter Grayscale Bittensor Trust into a spot ETF listed on NYSE Arca under the ticker GTAO.

The amended filing, submitted on April 2, 2026, updates the original S-1 that Grayscale registered on December 30, 2025, and is understood to address SEC feedback while adding updated financial and operational details. Upon effectiveness, Grayscale intends to formally rename the product the Grayscale Bittensor Trust ETF by filing a Certificate of Amendment with the Delaware Secretary of State.

What the Filing Reveals

The trust, organized as a Delaware statutory trust in April 2024, currently trades on the OTCQX market with approximately 2 million shares outstanding. Its structure mirrors the path Grayscale used to bring both its Bitcoin Trust (GBTC) and Ethereum Trust (ETHE) from OTC products to full exchange-listed ETFs — a playbook that has already reshaped how traditional finance accesses digital assets.

Key structural details from the filing include:

• Custodians: Coinbase Custody Trust Company and BitGo Trust Company
• Prime Broker: Coinbase Inc.
• Administrator & Transfer Agent: Bank of New York Mellon
• Legal Counsel: Davis Polk & Wardwell LLP
• Share Structure: Issued in baskets of 10,000 units through authorized participants
• Pricing Benchmark: CoinDesk Bittensor Benchmark Rate (adopted March 6, 2026, replacing the prior Coin Metrics Real-Time Rate)
• Expense Ratio: 2.5%

The trust holds physical TAO tokens and does not employ leverage, derivatives, or rehypothecation.

The Staking Question

One area that warrants careful reading: staking. The S-1/A states that the trust is not currently staking its TAO holdings. However, this does not mean staking is permanently off the table. In January 2026, trust shareholders unanimously approved seven amendments to the trust agreement, one of which explicitly authorizes the sponsor to stake a portion of the trust’s TAO through the Bittensor proof-of-stake validation protocol — subject to conditions related to maintaining grantor-trust tax status and pending IRS guidance. The sponsor would also be entitled to a separate Sponsor’s Staking Fee for facilitating any future staking activity. In short: staking is permitted in principle but has not yet been activated.

Separately, the filing notes that Grayscale has committed to irrevocably abandoning rights to tokens from network forks or airdrops in order to preserve the trust’s tax classification — a meaningful trade-off that could mean forfeiting value from future protocol upgrades.

Why This Matters for Bittensor

If the registration becomes effective and NYSE Arca listing is approved, the Grayscale Bittensor Trust ETF would provide a regulated on-ramp for institutional investors, retirement accounts, and mainstream brokerage clients to gain exposure to TAO without managing wallets or direct custody. This is the same mechanism that helped unlock billions of dollars in inflows for Bitcoin and Ethereum after their respective Grayscale trust conversions.

The timing is notable. TAO currently trades near $315 with a market capitalization of roughly $3.3 billion. The Bittensor network now operates over 100 subnets and recently demonstrated that its decentralized models can compete at meaningful scale — a development Grayscale’s own research has highlighted.

Meanwhile, the broader competitive landscape is taking shape. Deutsche Digital Assets and Safello launched a Bittensor Staked TAO ETP on the SIX Swiss Exchange in October 2025 — a product that offers staking rewards, something Grayscale’s U.S. trust cannot yet provide. That distinction could become a differentiator as global products compete for institutional allocation to decentralized AI exposure.

What Comes Next

The amended S-1 does not guarantee approval. The SEC must still review the filing and Grayscale’s separate 19b-4 application for the NYSE Arca rule change. The filing also discloses material risks, including TAO’s historical price volatility (ranging from roughly $189 to $709 over the past year), the possibility that TAO could be classified as a security, and concentration risks tied to Digital Currency Group — Grayscale’s indirect parent — which is reported to be one of the largest holders of TAO with additional investments across the Bittensor ecosystem.

The full S-1/A filing is publicly available through the SEC’s EDGAR database.

The TAO Daily will continue to track this story as it develops. This article is for informational purposes only and does not constitute investment advice.