Grayscale has filed a second amendment to its plan to turn the Grayscale Bittensor Trust into an exchange-traded fund on NYSE Arca. Form S-1/A Amendment No. 2 is dated Friday 23 October 2026, according to the filing on EDGAR. The trust, quoted over the counter on OTCQX as GTAO, would keep that ticker on NYSE Arca and take the name Grayscale Bittensor ETF. The document gives no launch date and no fee for the ETF. Nor does it confirm that TAO, the Bittensor token the trust holds, already meets the exchange’s listing conditions.
The trust is small: 46,331.54 TAO and net assets of $9,385,380 on 30 June 2026, the last date in its quarterly report. What is new is the route. The Grayscale Bittensor ETF would list under NYSE Arca’s generic standards for commodity-based trusts, which spares the exchange a rule-change filing with the SEC. The filing puts it plainly: “The Trust does not currently expect NYSE Arca to file a proposed rule change under Rule 19b-4.” Amendment No. 1, filed on 2 April, named NYSE Arca and the GTAO ticker but did not cite the generic rule.
The Cryptonomist and CoinGape reported the filing on Monday. We found no press release from Grayscale, nothing on its blog and no post on X, so the details below come from the SEC documents unless another source is named.
The Grayscale Bittensor ETF would list without a 19b-4
Until September 2025 a new spot crypto ETF in the US had two hurdles. The SEC had to declare its registration statement (the S-1) effective, and the exchange had to file a rule change under Rule 19b-4, which the SEC could take up to 240 days to approve or reject. That second track produced the long, dated waits before the first bitcoin and ether funds.
On 17 September 2025 the SEC approved generic listing standards for commodity-based trust shares, digital assets included. On NYSE Arca the rule is Rule 8.201-E (Generic). A product that fits it can list without a 19b-4. No 240-day clock, no SEC deadline to count down to: only the S-1 has to go effective.
Not every token fits. According to a client note by the law firm Goodwin dated 10 October 2025, the asset must pass at least one of three tests. It trades on a market that belongs to the Intermarket Surveillance Group. Or it underlies a futures contract on a designated contract market (a CFTC-regulated exchange) with surveillance sharing in place for at least six months. Or an ETF giving at least 40% exposure to it is already listed on a US national securities exchange.
Grayscale’s filing hangs the listing on that point. The shares will list “once TAO satisfies the applicable eligibility requirements set forth in NYSE Arca Rule 8.201-E(d)(1)”, and trading will not start until NYSE Arca confirms it. The filing does not say TAO passes today, and Coindaro could not confirm it either. We found no TAO futures contract on a CFTC-regulated exchange. Coinbase did add TAO perpetual contracts on 25 July 2024, according to The Defiant, but on Coinbase International Exchange, its offshore venue, which is not a designated contract market. A full-text search of EDGAR found no US-listed TAO ETF either. Whether TAO qualifies is the real open question in this filing.
What the 23 October filing leaves blank
The fee is missing. The line that should give it reads “at an annual rate of % of the NAV Fee Basis Amount”, with the number left out, exactly as in April. The fee would accrue daily in dollars and be paid in TAO, and the sponsor says it does not intend to waive any of it. Today the OTC trust charges 2.5% a year, according to its Form 10-Q for the quarter ended 30 June 2026, filed on 4 August. That is the trust’s current fee. It says nothing about what the ETF will charge.
So is the date. No source gives one, and because the generic route has no statutory deadline there is no SEC decision day to watch. The S-1 goes effective when the SEC lets it; the shares trade when NYSE Arca confirms that TAO is eligible.
The gap between share price and coin value is the third unknown. The 10-Q says the OTC shares “have traded at premiums to such value, which at times have been substantial”. It shows the premium only as a chart running from 12 December 2025 to 30 June 2026, without figures in the text, and we found no current OTCQX quote. In an ETF, authorized participants create and redeem shares, which usually keeps the price near the value of the coins. The amended S-1 still warns that premiums or discounts “could be substantial” if that mechanism works less well.
How shares would be created
Shares would be created and redeemed in baskets of 10,000. Authorized participants could deliver TAO in kind or place cash orders, in which a liquidity provider buys or sells the TAO. Coinbase, Inc. is the prime broker. BitGo Bank & Trust is the primary custodian, with Coinbase Custody Trust Company as additional custodian. Bank of New York Mellon is transfer agent and administrator, and CSC Delaware Trust Company is trustee. Since 6 March 2026 the trust has valued its TAO with the CoinDesk Bittensor Benchmark Rate, replacing a Coin Metrics rate. Grayscale already allows in-kind creations in its bigger funds, as in our report on Grayscale’s coin-for-share swaps in ten ETFs.
A $9.4 million trust with a falling NAV
The 10-Q shows a fund that kept issuing shares while each share lost value.
| Measure | 31 Dec 2025 | 30 Jun 2026 |
|---|---|---|
| Net assets | $7.97 million | $9.39 million |
| Shares outstanding | 1,881,500 | 2,438,600 |
| NAV per share | $4.24 | $3.85 |
| TAO held | 36,193.00 | 46,331.54 |
| TAO price used (principal market, Coinbase) | $220.32 | $202.57 |
The second quarter did most of the damage. TAO went from $306.80 on 31 March to $202.57 on 30 June, a fall of about a third (our calculation), and net assets dropped 20% over the quarter, from $11.75 million, even as 435,800 new shares were issued. Each GTAO share stood for about 0.019 TAO at the end of June, dividing the coins by the shares.
Those figures are four months old. Since then the trust has filed 8-Ks under Item 3.02, which covers unregistered share sales, on 27 August, 15 September, 28 September and 13 October. We did not read the amounts, so the current share count and coin holdings are unknown. On CoinGecko’s page TAO was at $251.62 around 12:50 UTC on 26 October, up about 1.5% over 24 hours, with a market value near $2.85 billion. At that price the 46,331 TAO of June would be worth roughly $11.6 million, an estimate that leaves out the share sales since.
Staking is barred by a tax test, not by the SEC
TAO can be staked on the Bittensor network. The trust cannot do it. Amendment No. 2 allows staking only once what it calls the Staking Condition is met: staking must not stop the trust from being treated as a grantor trust for US federal income tax. Grayscale would need a written opinion from a tax adviser, an IRS ruling or tax guidance to show that. As of the prospectus date the condition “has not been met”, and the trust “currently is prohibited from engaging in Staking”.
So the obstacle is the fund’s tax status, not an approval the SEC still has to give. A grantor trust is not taxed itself; its shareholders are treated as owning the coins directly, which is why Grayscale wants a tax opinion before it changes anything. If the condition is met one day, staking rewards could flow into the fund. Until then a GTAO holder gets TAO’s price, minus the fee, and no yield. Our glossary entry on staking explains how such rewards are earned.
Bittensor: halving, subnets and who holds TAO
Bittensor pays TAO to participants who supply machine-learning work in specialised networks called subnets. Supply is capped at 21 million TAO and issuance halves in steps, as with bitcoin. The first halving came in mid-December 2025 and cut new issuance from about 7,200 TAO a day to about 3,600, or from 1 TAO to 0.5 TAO per block, according to Grayscale Research. The 23 October amendment still describes that halving as “expected in October 2025”. It puts the next one in 2029 and the last in September 2069.
In February 2025 an upgrade called dynamic TAO (dTAO) gave each subnet its own alpha token and blockchain that runs exactly as written when it is called, holding and moving funds according to its code, without an intermediary able to change the outcome.">smart contract holding reserves of two or more tokens, supplied by users, that a decentralized exchange uses to execute trades automatically at a price set by a formula.">liquidity pool. Emissions now follow the TAO staked into those pools, so holders steer rewards toward the subnets they back.
The risk factors are blunt about where that can lead. Emissions “could become concentrated in speculative or underperforming subnets”, the filing says, and dTAO may concentrate influence among a small number of large holders. The network also runs on a proof-of-authority chain, Subtensor, where only the Opentensor Foundation admits nodes. “A majority of the Subtensor Blockchain’s Nodes are owned or controlled by the Opentensor Foundation,” the filing states.
The filing also lists a conflict of interest. Digital Currency Group, which owns the sponsor Grayscale Investments Sponsors, LLC, “is reported to be one of the largest holders of TAO”, holds subnet tokens and from time to time sells or pledges them. A listed fund buying TAO with new money would support the price of an asset its parent company holds. Our Bittensor (TAO) coin page covers how the network works in more detail.
Bitwise’s TAO fund is delayed again, to 22 November
Grayscale is not the only issuer with a TAO product on file. On 30 December 2025 Bitwise Funds Trust filed Post-Effective Amendment No. 38 for eleven “Strategy ETFs”, among them a Bitwise TAO Strategy ETF and funds on AAVE, ENA, Hyperliquid, NEAR, SUI, TRX, UNI and ZEC. These are funds under the Investment Company Act of 1940, not spot grantor trusts like GTAO, so different rules apply to what they hold and disclose.
On 23 October 2026, the same day as Grayscale’s amendment, Bitwise filed a Form 485BXT whose sole purpose is to push the effective date of those funds to 22 November 2026. EDGAR shows the same kind of delay for the TAO fund on 13 March, 9 April, 7 May, 5 June, 2 July, 31 July, 28 August, 25 September and now 23 October. The new date is not a launch promise; it has moved nine times already.
A full-text search of EDGAR turned up no other registration for a spot TAO fund, and no TAO filing from VanEck or Canary. That shows none turned up, not that none exists.
What it means for readers in Europe
Not much, directly. Under the EU’s PRIIPs rules, a packaged investment product sold to retail clients needs a key information document (KID). US-listed ETFs generally do not publish one, so EU brokers usually do not offer them to retail customers. We found no statement from the French AMF or Italy’s Consob on this filing. For how such funds differ from holding the coin, see our explainer on crypto ETFs.
The Grayscale Bittensor ETF timeline and the dates to watch
- 10 October 2025: the trust registers under the Exchange Act with a Form 10-12G.
- 30 December 2025: original S-1 for the conversion; Bitwise files for its TAO Strategy ETF the same day.
- 2 April 2026: Amendment No. 1 names NYSE Arca and the GTAO ticker, fee still blank.
- 4 August 2026: the 10-Q for the quarter to 30 June shows $9.39 million in net assets.
- 23 October 2026: Amendment No. 2 puts the listing on the generic route, with no 19b-4 expected; Bitwise delays its fund to 22 November.
- 22 November 2026: new effective date for the Bitwise TAO Strategy ETF, unless it is delayed again.
- No date: the SEC declaring the Grayscale S-1 effective, the ETF fee, and NYSE Arca confirming that TAO meets Rule 8.201-E(d)(1).
The next signs to look for in the Grayscale file are an S-1 with the fee filled in and a notice from NYSE Arca that TAO passes its tests.