Grayscale Investments filed an S-1 registration statement with the U.S. Securities and Exchange Commission, proposing a spot Binance Coin (BNB) exchange-traded fund to be listed on Nasdaq under the ticker GBNB. The filing aims to broaden institutional access to BNB and follows the regulatory momentum generated by the SEC’s 2025 approvals of spot Bitcoin and Ether ETFs.
The S-1 names Grayscale Investments Sponsors, LLC as Sponsor and CSC Delaware Trust Company as Trustee. The Bank of New York Mellon is listed as Transfer Agent and Administrator. Coinbase, Inc. will serve as Prime Broker and Coinbase Custody Trust Company, LLC as custodian for the Trust’s BNB holdings.
Shares will be created and redeemed in Baskets of 10,000 shares via Authorized Participants. The filing distinguishes In‑Kind Orders—where APs exchange BNB for shares or vice versa—from Cash Orders, which rely on a Liquidity Provider and carry a Variable Fee that could produce price differences versus In‑Kind transactions.
Valuation of the Trust will use an Index Price derived from the CoinDesk BNB CCIXber Reference Rate, calculated daily at 4:00 p.m. New York time. The index is described as a volume‑weighted, dollar‑denominated composite rate that excludes anomalous activity; constituent trading platforms listed as of December 31, 2025, include Binance, Bybit, Gate, Kraken and OKX.
According to the prospectus, the Trust is organized as a Delaware statutory trust and sets out detailed mechanics for custody, pricing and share issuance designed to align ETF shares with BNB’s underlying market value.
Regulatory headwinds and market context
The SEC’s prior litigation involving Binance and its ongoing assessment of whether BNB constitutes a security are highlighted as material uncertainties for approval. The agency’s determination on that legal classification will be decisive for the ETF’s path forward, according to the prospectus.
The Trust agreement also contemplates staking: if a defined “Staking Condition” is satisfied, the Sponsor may direct the Trust to stake a portion of its BNB on the BNB Smart Chain to receive additional BNB as staking consideration. The prospectus states that, as of its date, the Staking Condition had not been met.
Grayscale framed the filing as part of a broader product push beyond Bitcoin and Ether, referencing parallel moves such as a proposed conversion of its NEAR Protocol Trust into a spot ETF and plans for a Hyperliquid product. The company is positioning the BNB filing to capitalize on a clearer regulatory path established by 2025 ETF approvals.
To contextualize the underlying asset, the filing cites that BNB had approximately 137.7 million tokens in circulation, a 24‑hour trading volume near $898.3 million and an aggregate market value of $118.9 billion as of December 31.
Investors are now turning their attention to the SEC’s review of the S-1 and its eventual determination on BNB’s regulatory status. Approval would likely draw substantial institutional capital into BNB and test whether a regulated U.S. ETF structure can accommodate assets with active regulatory scrutiny; a denial or protracted review would underscore the legal hurdles that remain for exchange-issued tokens.
