Form 10-Q Grayscale Litecoin Trust For: Mar 31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-56310

 

Grayscale® Litecoin Trust (LTC)

SPONSORED BY GRAYSCALE INVESTMENTS, LLC

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware	82-6868171
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

 

c/o Grayscale Investments, LLC

290 Harbor Drive, 4th Floor

Stamford, Connecticut 06902

(Address of Principal Executive Offices) (Zip Code)

(212) 668-1427

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Securities registered pursuant to Section 12(g) of the Act: Grayscale Litecoin Trust (LTC) Shares

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☒		Smaller reporting company	☐
			Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of Shares of the registrant outstanding as of May 2, 2022: 17,204,700

 

 

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Grayscale® LITECOIN Trust (LTC)

Table of Contents

 

 

 

 

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Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” with respect to the financial conditions, results of operations, plans, objectives, future performance and business of Grayscale Litecoin Trust (LTC) (the “Trust”). Statements preceded by, followed by or that include words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of these terms and other similar expressions are intended to identify some of the forward-looking statements. All statements (other than statements of historical fact) included in this Quarterly Report that address activities, events or developments that will or may occur in the future, including such matters as changes in market prices and conditions, the Trust’s operations, the plans of Grayscale Investments, LLC (the “Sponsor”) and references to the Trust’s future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially from such statements. These statements are based upon certain assumptions and analyses the Sponsor made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including, but not limited to, those described in Part II, Item 1A. Risk Factors. Forward-looking statements are made based on the Sponsor’s beliefs, estimates and opinions on the date the statements are made and neither the Trust nor the Sponsor is under a duty or undertakes an obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, other than as required by applicable laws. Investors are therefore cautioned against relying on forward-looking statements.

Unless otherwise stated or the context otherwise requires, the terms “we,” “our” and “us” in this Quarterly Report refer to the Sponsor acting on behalf of the Trust.

A glossary of industry and other defined terms is included in this Quarterly Report, beginning on page 24.

This Quarterly Report supplements and where applicable amends the Memorandum, as defined in the Trust’s Amended and Restated Declaration of Trust and Trust Agreement, for general purposes.

Industry and Market Data

Although we are responsible for all disclosure contained in this Quarterly Report on Form 10-Q, in some cases we have relied on certain market and industry data obtained from third-party sources that we believe to be reliable. Market estimates are calculated by using independent industry publications in conjunction with our assumptions regarding the Litecoin industry and market. While we are not aware of any misstatements regarding any market, industry or similar data presented herein, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under the headings “Forward-Looking Statements” and “Risk Factors” in Exhibit 99.1 to Amendment No. 4 to the Trust’s Registration Statement on the Form 10 filed with the Securities and Exchange Commission on February 4, 2022 (the “Information Statement”).

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PART I – FINANCIAL INFORMATION:

Item 1. Financial Statements (Unaudited)

GRAYSCALE Litecoin TRUST (LTC)

STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

(Amounts in thousands, except Share and per Share amounts)

 

		March 31, 2022				June 30, 2021
Assets:
Investment in Litecoin, at fair value (cost $145,148 and $143,232 as of March 31, 2022 and June 30, 2021, respectively)		$	193,015			$	219,034
Total assets		$	193,015			$	219,034
Liabilities:
Sponsor’s Fee payable, related party		$	–			$	–
Total liabilities			–				–
Net assets		$	193,015			$	219,034
Net Assets consists of:
Paid-in-capital			149,847				145,188
Accumulated net investment loss			(8,649	)			(4,070	)
Accumulated net realized gain on investment in Litecoin			3,950				2,114
Accumulated net change in unrealized appreciation on investment in Litecoin			47,867				75,802
		$	193,015			$	219,034
Shares issued and outstanding, no par value (unlimited Shares authorized)			17,204,700				16,812,000
Net asset value per Share		$	11.22			$	13.03

 

See accompanying notes to the unaudited financial statements.

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GRAYSCALE Litecoin TRUST (LTC)

SCHEDULES OF INVESTMENT (UNAUDITED)

(Amounts in thousands, except quantity of Litecoin and percentages)

 

 

March 31, 2022
		Quantity of Litecoin				Cost				Fair Value				% of Net Assets
Investment in Litecoin			1,553,438.28853956			$	145,148			$	193,015				100	%
Net assets						$	145,148			$	193,015				100	%
June 30, 2021
		Quantity of Litecoin				Cost				Fair Value				% of Net Assets
Investment in Litecoin			1,546,738.94132574			$	143,232			$	219,034				100	%
Net assets						$	143,232			$	219,034				100	%

 

See accompanying notes to the unaudited financial statements.

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GRAYSCALE Litecoin TRUST (LTC)

STATEMENTS OF OPERATIONS (UNAUDITED)

(Amounts in thousands)

 

		Three Months Ended March 31,								Nine Months Ended March 31,
		2022				2021				2022				2021
Investment income:
Investment income		$	–			$	–			$	–			$	–
Expenses:
Sponsor’s Fee, related party			1,158				1,466				4,579				1,946
Net investment loss			(1,158	)			(1,466	)			(4,579	)			(1,946	)
Net realized and unrealized (loss) gain from:
Net realized gain on investment in Litecoin			260				800				1,836				902
Net change in unrealized (depreciation) appreciation on investment in Litecoin			(31,291	)			89,044				(27,935	)			156,113
Net realized and unrealized (loss) gain on investment			(31,031	)			89,844				(26,099	)			157,015
Net (decrease) increase in net assets resulting from operations		$	(32,189	)		$	88,378			$	(30,678	)		$	155,069

 

See accompanying notes to the unaudited financial statements.

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GRAYSCALE LITECOIN TRUST (LTC)

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

(Amounts in thousands, except change in Shares outstanding)

 

		Three Months Ended March 31,								Nine Months Ended March 31,
		2022				2021				2022				2021
(Decrease) increase in net assets from operations:
Net investment loss		$	(1,158	)		$	(1,466	)		$	(4,579	)		$	(1,946	)
Net realized gain on investment in Litecoin			260				800				1,836				902
Net change in unrealized (depreciation) appreciation on investment in Litecoin			(31,291	)			89,044				(27,935	)			156,113
Net (decrease) increase in net assets resulting from operations			(32,189	)			88,378				(30,678	)			155,069
Increase in net assets from capital share transactions:
Shares issued			–				58,486				4,659				133,523
Net increase in net assets resulting from capital share transactions			–				58,486				4,659				133,523
Total (decrease) increase in net assets from operations and capital share transactions			(32,189	)			146,864				(26,019	)			288,592
Net assets:
Beginning of period			225,204				143,705				219,034				1,977
End of period		$	193,015			$	290,569			$	193,015			$	290,569
Change in Shares outstanding:
Shares outstanding at beginning of period			17,204,700				12,392,400				16,812,000				509,400
Shares issued			–				3,851,600				392,700				15,734,600
Net increase in Shares			–				3,851,600				392,700				15,734,600
Shares outstanding at end of period			17,204,700				16,244,000				17,204,700				16,244,000

 

See accompanying notes to the unaudited financial statements.

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GRAYSCALE LITECOIN TRUST (LTC)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

 

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read together with, and is qualified in its entirety by reference to, our unaudited financial statements and related notes included elsewhere in this Quarterly Report, which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The following discussion may contain forward-looking statements based on assumptions we believe to be reasonable. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those set forth under Part II, Item 1A. Risk Factors in this Quarterly Report and under “Risk Factors” or the other sections of the Information Statement.

Trust Overview

The Trust is a passive entity that is managed and administered by the Sponsor and does not have any officers, directors or employees. The Trust holds LTC and, from time to time on a periodic basis, issues Creation Baskets in exchange for deposits of LTC. As a passive investment vehicle, the Trust’s investment objective is for the value of the Shares (based on LTC per Share) to reflect the value of LTC held by the Trust, determined by reference to the index price (the “Index Price”) of an LTC in U.S. dollars calculated by applying a weighting algorithm to the price and trading volume data for the immediately preceding 24-hour period as of 4:00 p.m. New York time derived from the selected digital asset exchanges that are reflected in the Index on such trade date, less the Trust’s expenses and other liabilities. To date, the Trust has not met its investment objective and the Shares quoted on OTCQX have not reflected the value of LTC held by the Trust, less the Trust’s expenses and other liabilities, but instead have traded at both premiums and discounts to such value, which at times have been substantial. The Trust is not managed like a business corporation or an active investment vehicle.

Critical Accounting Policies and Estimates

Investment Transactions and Revenue Recognition

The Trust considers investment transactions to be the receipt of LTC for Share creations and the delivery of LTC for Share redemptions or for payment of expenses in LTC. At this time, the Trust is not accepting redemption requests from shareholders. The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investments. Realized gains and losses are calculated using the specific identification method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Sponsor’s Fee in LTC.

Principal Market and Fair Value Determination

To determine which market is the Trust’s principal market (or in the absence of a principal market, the most advantageous market) for purposes of calculating the Trust’s NAV, the Trust follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820-10, which outlines the application of fair value accounting. ASC 820-10 determines fair value to be the price that would be received for LTC in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Trust to assume that LTC is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact.

The Trust only receives LTC from the Authorized Participant and does not itself transact on any Digital Asset Markets. Therefore, the Trust looks to the Authorized Participant when assessing entity-specific and market-based volume and level of activity for Digital Asset Markets. The Authorized Participant transacts in a Brokered Market, a Dealer Market, Principal-to-Principal Markets and Exchange Markets, each as defined in the FASB ASC Master Glossary. The Authorized Participant, as a related party of the Sponsor, provides information about the Digital Asset Markets on which it transacts to the Trust. In determining which of the eligible Digital Asset Markets is the Trust’s principal market, the Trust reviews these criteria in the following order:

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The Trust determines its principal market (or in the absence of a principal market the most advantageous market) annually and conducts a quarterly analysis to determine (i) if there have been recent changes to each Digital Asset Market’s trading volume and level of activity in the trailing twelve months, (ii) if any Digital Asset Markets have developed that the Trust has access to, or (iii) if recent changes to each Digital Asset Market’s price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Trust’s determination of its principal market.

The cost basis of the investment in LTC recorded by the Trust for financial reporting purposes is the fair value of LTC at the time of transfer. The cost basis recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors.

Investment Company Considerations

The Trust is an investment company for GAAP purposes and follows accounting and reporting guidance in accordance with the FASB ASC Topic 946, Financial Services – Investment Companies. The Trust uses fair value as its method of accounting for LTC in accordance with its classification as an investment company for accounting purposes. The Trust is not a registered investment company under the Investment Company Act of 1940. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material.

Review of Financial Results (unaudited)

Financial Highlights for the Three and Nine Months Ended March 31, 2022 and 2021

(All amounts in the following table and the subsequent paragraphs, except Share and per Share, LTC and price of LTC amounts, are in thousands)

		Three Months Ended March 31,								Nine Months Ended March 31,
		2022				2021				2022				2021
Net realized and unrealized (loss) gain on investment in Litecoin		$	(31,031	)		$	89,844			$	(26,099	)		$	157,015
Net (decrease) increase in net assets resulting from operations		$	(32,189	)		$	88,378			$	(30,678	)		$	155,069
Net assets		$	193,015			$	290,569			$	193,015			$	290,569

Net realized and unrealized loss on investment in LTC for the three months ended March 31, 2022 was ($31,031) which includes a realized gain of $260 on the transfer of LTC to pay the Sponsor’s Fee and net change in unrealized depreciation on investment in LTC of ($31,291). Net realized and unrealized loss on investment in LTC for the period was driven by LTC price depreciation from $144.08 per LTC as of December 31, 2021 to $124.25 per LTC as of March 31, 2022. Net decrease in net assets resulting from operations was ($32,189) for the three months ended March 31, 2022, which consisted of the net realized and unrealized loss on investment in LTC, plus the Sponsor’s Fee of $1,158. Net assets decreased to $193,015 at March 31, 2022, a 14% decrease for the three-month period. The decrease in net assets resulted from the aforementioned LTC price depreciation and the withdrawal of approximately 9,606 LTC to pay the foregoing Sponsor’s Fee.

Net realized and unrealized gain on investment in LTC for the three months ended March 31, 2021 was $89,844 which includes a realized gain of $800 on the transfer of LTC to pay the Sponsor’s Fee and net change in unrealized appreciation on investment in LTC of $89,044. Net realized and unrealized gain on investment in LTC for the period was driven by LTC price appreciation from $124.49 per LTC as of December 31, 2021 to $193.22 per LTC as of March 31, 2021. Net increase in net assets resulting from operations was $88,378 for the three months ended March 31, 2021, which consisted of the net realized and unrealized gain on investment in LTC, less the Sponsor’s Fee of $1,466. Net assets increased to $290,569 at March 31, 2021, a 102% increase for the three-month period. The increase in net assets resulted from the aforementioned LTC price appreciation and the contribution of approximately 357,788 LTC with a value of $58,486 to the Trust in connection with Share creations during the period, partially offset by the withdrawal of approximately 8,311 LTC to pay the foregoing Sponsor’s Fee.

Net realized and unrealized loss on investment in LTC for the nine months ended March 31, 2022 was ($26,099) which includes a realized loss of $1,836 on the transfer of LTC to pay the Sponsor’s Fee and net change in unrealized depreciation on investment in LTC of ($27,935). Net realized and unrealized loss on investment in LTC for the period was driven by LTC price depreciation from $141.61 per LTC as of June 30, 2021 to $124.25 per LTC as of March 31, 2022. Net decrease in net assets resulting from operations

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was ($30,678) for the nine months ended March 31, 2022, which consisted of the net realized and unrealized loss on investment in LTC, plus the Sponsor’s Fee of $4,579. Net assets decreased to $193,015 at March 31, 2022, a 12% decrease for the nine-month period. The decrease in net assets resulted from the aforementioned LTC price depreciation and and the withdrawal of approximately 29,371 LTC to pay the foregoing Sponsor’s Fee, partially offset by the contribution of approximately 36,070 LTC with a value of $4,659 to the Trust in connection with Share creations during the period.

Net realized and unrealized gain on investment in LTC for the nine months ended March 31, 2021 was $157,015 which includes a realized gain of $902 on the transfer of LTC to pay the Sponsor’s Fee and net change in unrealized appreciation on investment in LTC of $156,113. Net realized and unrealized gain on investment in LTC for the period was driven by LTC price appreciation from $41.15 per LTC as of June 30, 2020 to $193.22 per LTC as of March 31, 2021. Net increase in net assets resulting from operations was $155,069 for the nine months ended March 31, 2021, which consisted of the net realized and unrealized gain on investment in LTC, less the Sponsor’s Fee of $1,946. Net assets increased to $290,569 at March 31, 2021, a 14595% increase for the nine-month period. The increase in net assets resulted from the LTC price appreciation and the contribution of approximately 1,470,824 LTC with a value of $133,523 to the Trust in connection with Share creations during the period, partially offset by the withdrawal of approximately 15,050 LTC to pay the foregoing Sponsor’s Fee.

Cash Resources and Liquidity

The Trust has not had a cash balance at any time since inception. When selling LTC, Incidental Rights and/or IR Virtual Currency in the Digital Asset Market to pay Additional Trust Expenses, the Sponsor endeavors to sell the exact number of LTC, Incidental Rights and/or IR Virtual Currency needed to pay expenses in order to minimize the Trust’s holdings of assets other than LTC. As a consequence, the Sponsor expects that the Trust will not record any cash flow from its operations and that its cash balance will be zero at the end of each reporting period. Furthermore, the Trust is not a party to any off-balance sheet arrangements.

In exchange for the Sponsor’s Fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. As a result, the only ordinary expense of the Trust during the periods covered by this Quarterly Report was the Sponsor’s Fee. The Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs.

Selected Operating Data

		Three Months Ended March 31,								Nine Months Ended March 31,
		2022				2021				2022				2021
LTC:
Opening balance			1,563,044				1,154,349				1,546,739				48,052
Creations			–				357,788				36,070				1,470,824
Sponsor’s Fee, related party			(9,606	)			(8,311	)			(29,371	)			(15,050	)
Closing balance			1,553,438				1,503,826				1,553,438				1,503,826
Accrued but unpaid Sponsor’s Fee, related party			–				–				–				–
Net closing balance			1,553,438				1,503,826				1,553,438				1,503,826
Number of Shares:
Opening balance			17,204,700				12,392,400				16,812,000				509,400
Creations			–				3,851,600				392,700				15,734,600
Closing balance			17,204,700				16,244,000				17,204,700				16,244,000

 

		As of March 31,
		2022				2021
Price of LTC on principal market (1)		$	124.25			$	193.22
NAV per Share (2)		$	11.22			$	17.89
Index Price (3)		$	124.36			$	193.39
Digital Asset Holdings per Share using Index Price (3)		$	11.23			$	17.90

 

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For accounting purposes, the Trust reflects creations and the LTC receivable with respect to such creations on the date of receipt of a notification of a creation but does not issue Shares until the requisite number of LTC is received. At this time, the Trust is not accepting redemption requests from shareholders. Subject to receipt of regulatory approval from the SEC and approval by the Sponsor in its sole discretion, the Trust may in the future operate a redemption program. The Trust currently has no intention of seeking regulatory approval to operate an ongoing redemption program.

As of March 31, 2022, the Trust had a net closing balance with a value of $193,185,586, based on the Index Price (non-GAAP methodology). As of March 31, 2022, the Trust had a total market value of $193,014,707, based on the principal market (Coinbase Pro).

As of March 31, 2021, the Trust had a net closing balance with a total value of $290,824,928, based on the Index Price (non-GAAP methodology). As of March 31, 2021, the Trust had a total market value of $290,569,278, based on the principal market (Coinbase Pro).

Historical Digital Asset Holdings and LTC Prices

As movements in the price of LTC will directly affect the price of the Shares, investors should understand recent movements in the price of LTC. Investors, however, should also be aware that past movements in the LTC price are not indicators of future movements. Movements may be influenced by various factors, including, but not limited to, government regulation, security breaches experienced by service providers, as well as political and economic uncertainties around the world.

The following chart illustrates the movement in the Index Price, the Trust’s Digital Asset Holdings per Share based on the Index Price and the Trust’s NAV per Share as calculated in accordance with GAAP from March 1, 2018 (date of the first Creation Basket of the Trust) to March 31, 2022.

 

The following table illustrates the movements in the Index Price from the beginning of the Trust’s operations on March 1, 2018 to March 31, 2022. Since the beginning of the Trust’s operations, the Index Price has ranged from $22.48 to $371.71, with the straight average being $101.27. The Sponsor has not observed a material difference between the Index Price and average prices from the constituent Digital Asset Exchanges individually or as a group.

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						High						Low
Period		Average				Index Price				Date		Index Price				Date		End of period				Last business day
March 1, 2018 (the first Creation Basket of the Trust) to March 31, 2018		$	168.40			$	213.58			3/1/2018		$	115.75			3/30/2018		$	119.70			$	118.16
Twelve months ended March 31, 2019		$	69.47			$	179.32			5/5/2018		$	22.48			12/14/2018		$	60.23			$	60.95
Twelve months ended March 31, 2020		$	72.28			$	142.00			6/22/2019		$	32.16			3/16/2020		$	39.05			$	39.05
Twelve months ended March 31, 2021		$	85.26			$	239.43			2/19/2021		$	37.57			4/1/2020		$	193.39			$	193.39
Twelve months ended March 31, 2022		$	172.47			$	371.71			5/11/2021		$	97.36			3/7/2022		$	124.36			$	124.36
March 1, 2018 (the first Creation Basket of the Trust) to March 31, 2022		$	101.27			$	371.71			5/11/2021		$	22.48			12/14/2018		$	124.36			$	124.36

The following table illustrates the movements in the Digital Asset Market price of LTC, as reported on the Trust’s principal market, from the beginning of the Trust’s operations on March 1, 2018 to March 31, 2022. Since the beginning of the Trust’s operations, the price of LTC has ranged from $22.47 to $371.96, with the straight average being $101.29.

						High						Low
Period		Average				Digital Asset Market Price				Date		Digital Asset Market Price				Date		End of period				Last business day
March 1, 2018 (the first Creation Basket of the Trust) to March 31, 2018		$	168.55			$	213.49			3/1/2018		$	115.93			3/30/2018		$	119.60			$	118.18
Twelve months ended March 31, 2019		$	69.48			$	179.36			5/5/2018		$	22.47			12/14/2018		$	60.28			$	60.94
Twelve months ended March 31, 2020		$	72.29			$	141.89			6/22/2019		$	32.27			3/16/2020		$	39.05			$	39.05
Twelve months ended March 31, 2021		$	85.26			$	239.47			2/19/2021		$	37.60			4/1/2020		$	193.22			$	193.22
Twelve months ended March 31, 2022		$	172.48			$	371.96			5/11/2021		$	97.23			3/7/2022		$	124.25			$	124.25
March 1, 2018 (the first Creation Basket of the Trust) to March 31, 2022		$	101.29			$	371.96			5/11/2021		$	22.47			12/14/2018		$	124.25			$	124.25

The following chart sets out the historical closing prices for the Shares as reported by OTCQX and the Trust’s Digital Asset Holdings per Share.

LTCN Premium/(Discount): LTCN Share Price vs. Digital Asset Holdings per Share ($)

 

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The following chart sets out the historical premium and discount for the Shares as reported by OTCQX and the Trust’s Digital Asset Holdings per Share.

LTCN Premium/(Discount): LTCN Share Price vs. Digital Asset Holdings per Share (%)

 

 

 

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Trust Agreement does not authorize the Trustee to borrow for payment of the Trust’s ordinary expenses. The Trust does not engage in transactions in foreign currencies which could expose the Trust or holders of Shares to any foreign currency related market risk. The Trust does not invest in derivative financial instruments and has no foreign operations or long-term debt instruments.

Item 4. Controls and Procedures

The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor, and to the audit committee of the Board of Directors of the Sponsor, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor, the Sponsor conducted an evaluation of the Trusts disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based on this evaluation, the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor concluded that the Trust’s disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There was no change in the Trust’s internal controls over financial reporting that occurred during the Trust’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, these internal controls.

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PART II – OTHER INFORMATION:

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

There have been no material changes to the Risk Factors last reported under “Risk Factors” of the registrant’s Information Statement.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of equity securities by the issuer and affiliated purchasers —The table below sets forth information regarding DCG’s, the parent company of the Sponsor, open market purchases of Shares of Grayscale Litecoin Trust (LTC) (OTCQX: LTCN) on a monthly basis during the three months ended March 31, 2022:

 

Period		(a) Total Number of Shares of LTCN Purchased				(b) Average Price Paid per Share of LTCN				(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs1				(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
														(in millions)
January 1, 2022 – January 31, 2022			–			$	–				–			$	30.0
February 1, 2022 – February 28, 2022			–				–				–				30.0
March 1, 2022 – March 31, 2022			303,900				5.78				303,900				28.2
Total			303,900			$	5.78				303,900			$	28.2

 

(1)	On March 2, 2022, the Board of the Sponsor approved the purchase by DCG, the parent company of the Sponsor, of up to $30 million worth of Shares of the Trust. Subsequently, DCG authorized such purchase. The Share purchase authorization does not obligate DCG to acquire any specific number of Shares in any period, and may be expanded, extended, modified, or discontinued at any time.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

 

Exhibit Number	Exhibit Description
31.1*	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
31.2*	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
32.1*	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
32.2*	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.
101.INS*	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
104	Cover Page Interactive Data File—The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

 

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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Glossary of Defined Terms

“Actual Exchange Rate”—With respect to any particular asset, at any time, the price per single unit of such asset (determined net of any associated fees) at which the Trust is able to sell such asset for U.S. dollars (or other applicable fiat currency) at such time to enable the Trust to timely pay any Additional Trust Expenses, through use of the Sponsor’s commercially reasonable efforts to obtain the highest such price.

“Additional Trust Expenses”—Together, any expenses incurred by the Trust in addition to the Sponsor’s Fee that are not Sponsor-paid Expenses, including, but not limited to, (i) taxes and governmental charges, (ii) expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the interests of shareholders (including in connection with any Incidental Rights and any IR Virtual Currency), (iii) any indemnification of the Custodian or other agents, service providers or counterparties of the Trust, (iv) the fees and expenses related to the listing, quotation or trading of the Shares on any Secondary Market (including legal, marketing and audit fees and expenses) to the extent exceeding $600,000 in any given fiscal year and (v) extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters.

“Administrator Fee”—The fee payable to any administrator of the Trust for services it provides to the Trust, which the Sponsor will pay such administrator as a Sponsor-paid Expense.

“Agent”—A Person appointed by the Trust to act on behalf of the shareholders in connection with any distribution of Incidental Rights and/or IR Virtual Currency.

“Authorized Participant”—Certain eligible financial institutions that have entered into an agreement with the Trust and the Sponsor concerning the creation of Shares. Each Authorized Participant (i) is a registered broker-dealer, (ii) has entered into a Participant Agreement with the Sponsor and (iii) owns a digital wallet address that is known to the Custodian as belonging to the Authorized Participant.

“Basket”—A block of 100 Shares.

“Basket Amount”—On any trade date, the number of LTC required as of such trade date for each Creation Basket, as determined by dividing (x) the number of LTC owned by the Trust at 4:00 p.m., New York time, on such trade date, after deducting the number of LTC representing the U.S. dollar value of accrued but unpaid fees and expenses of the Trust (converted using the Index Price and carried to the eighth decimal place), by (y) the number of Shares outstanding at such time (with the quotient so obtained calculated to one one-hundred-millionth of one LTC (i.e., carried to the eighth decimal place)), and multiplying such quotient by 100.

“Blockchain” or “Litecoin Blockchain”—The public transaction ledger of the Litecoin Network on which transactions in Litecoin are recorded.

“Creation Basket”—Basket of Shares issued by the Trust in exchange for deposits of the Basket Amount required for each such Creation Basket.

“Custodial Services”—the Custodian’s services that (i) allow LTC to be deposited from a public blockchain address to the Trust’s Digital Asset Account and (ii) allow the Trust and the Sponsor to withdraw LTC from the Trust’s Digital Asset Account to a public blockchain address the Trust or the Sponsor controls pursuant to instructions the Trust or the Sponsor provides to the Custodian.

“Custodian”—Coinbase Custody Trust Company, LLC.

“Custodian Agreement”—The Custodial Services Agreement by and between the Trust and the Sponsor and Custodian that governs the Trust’s and the Sponsor’s use of the Custodial Services provided by the Custodian as a fiduciary with respect to the Trust’s assets.

“Custodian Fee”—Fee payable to the Custodian for services it provides to the Trust, which the Sponsor shall pay to the Custodian as a Sponsor-paid Expense.

“DCG”—Digital Currency Group, Inc.

“Digital Asset Account” —A segregated custody account controlled and secured by the Custodian to store private keys, which allow for the transfer of ownership or control of the Trust’s LTC on the Trust’s behalf.

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“Digital Asset Exchange”—An electronic marketplace where exchange participants may trade, buy and sell LTC based on bid-ask trading. The largest Digital Asset Exchanges are online and typically trade on a 24-hour basis, publishing transaction price and volume data.

“Digital Asset Exchange Market”—The global exchange market for the trading of LTC, which consists of transactions on electronic Digital Asset Exchanges.

“Digital Asset Holdings”— The aggregate value, expressed in U.S. dollars, of the Trust’s assets (other than U.S. dollars or other fiat currency), less its liabilities (which include estimated accrued but unpaid fees and expenses) calculated in the manner set forth under “Valuation of LTC and Determination of Digital Asset Holdings” in our Information Statement. See also “Determination of NAV” in our Information Statement for a description of the Trust’s NAV, as calculated in accordance with GAAP.

“Digital Asset Holdings Fee Basis Amount”—The amount on which the Sponsor’s Fee for the Trust is based, as calculated in the manner set forth under “Valuation of LTC and Determination of Digital Asset Holdings” in our Information Statement.

“Digital Asset Market”— A “Brokered Market,” “Dealer Market,” “Principal-to-Principal Market” or “Exchange Market,” as each such term is defined in the Financial Accounting Standards Board Accounting Standards Codification Master Glossary.

“DSTA”—The Delaware Statutory Trust Act, as amended.

“DTC”—The Depository Trust Company. DTC is a limited purpose trust company organized under New York law, a member of the U.S. Federal Reserve System and a clearing agency registered with the SEC. DTC will act as the securities depository for the Shares.

“Exchange Act”—The Securities Exchange Act of 1934, as amended.

“GAAP”—United States generally accepted accounting principles.

“Genesis”—Genesis Global Trading, Inc., a wholly owned subsidiary of Digital Currency Group, Inc., which as of the date of this Quarterly Report, is the only acting Authorized Participant.

“Incidental Rights”—Rights to acquire, or otherwise establish dominion and control over, any virtual currency or other asset or right, which rights are incident to the Trust’s ownership of LTC and arise without any action of the Trust, or of the Sponsor or Trustee on behalf of the Trust.

“Index”—The CoinDesk Litecoin Price Index (LTX).

“Index License Agreement”—The license agreement, dated as of February 1, 2022, between the Index Provider and the Sponsor governing the Sponsor’s use of the Index for calculation of the Index Price.

“Index Price”—The U.S. dollar value of an LTC derived from the Digital Asset Exchanges that are reflected in the Index, calculated at 4:00 p.m., New York time, on each business day. See “Overview of the Litecoin—LTC Value—The Index and the Index Price” in our Information Statement for a description of how the Index Price is calculated. For purposes of the Trust Agreement, the term LTC Index Price shall mean the Index Price as defined herein.

“Index Provider”—CoinDesk Indices, Inc., a Delaware corporation that publishes the Index. DCG is the indirect parent company of CoinDesk Indices, Inc. As a result, CoinDesk Indices, Inc. is an affiliate of the Sponsor and the Trust and is considered a related party of the Trust.

“Investment Advisers Act”—Investment Advisers Act of 1940, as amended.

“Investment Company Act”—Investment Company Act of 1940, as amended.

“Investor”—Any investor that has entered into a subscription agreement with an Authorized Participant, pursuant to which such Authorized Participant will act as agent for the investor.

“IR Virtual Currency”—Any virtual currency tokens, or other asset or right, acquired by the Trust through the exercise (subject to the applicable provisions of the Trust Agreement) of any Incidental Right.

“IRS” — The U.S. Internal Revenue Service, a bureau of the U.S. Department of the Treasury.

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“Litecoin Network”—The online, end-user-to-end-user network hosting the public transaction ledger, known as the Litecoin Blockchain, and the source code comprising the basis for the cryptographic and algorithmic protocols governing the Litecoin Network. See “Overview of Litecoin” in our Information Statement.

“LTC” or “Litecoin”—Litecoin tokens, which are a type of digital asset based on an open-source cryptographic protocol existing on the Litecoin Network, comprising units that constitute the assets underlying the Trust’s Shares.

“Marketing Fee”—Fee payable to the marketer for services it provides to the Trust, which the Sponsor will pay to the marketer as a Sponsor-paid Expense.

“NAV”—The net asset value of the Trust determined on a GAAP basis.

“OTCQX”—The OTCQX tier of OTC Markets Group Inc.

“Participant Agreement”—An agreement entered into by an Authorized Participant with the Sponsor that provides the procedures for the creation of Baskets and for the delivery of LTC required for Creation Baskets.

“SEC”—The U.S. Securities and Exchange Commission.

“Secondary Market”—Any marketplace or other alternative trading system, as determined by the Sponsor, on which the Shares may then be listed, quoted or traded, including but not limited to, the OTCQX tier of OTC Markets Group Inc.

“Securities Act”—The Securities Act of 1933, as amended.

“Shares”—Common units of fractional undivided beneficial interest in, and ownership of, the Trust.

“Sponsor”—Grayscale Investments, LLC.

“Sponsor-paid Expenses”—The fees and expenses incurred by the Trust in the ordinary course of its affairs that the Sponsor is obligated to assume and pay, excluding taxes, but including: (i) the Marketing Fee, (ii) the Administrator Fee, (iii) the Custodian Fee and fees for any other security vendor engaged by the Trust, (iv) the Transfer Agent fee, (v) the Trustee fee, (vi) the fees and expenses related to the listing, quotation or trading of the Shares on any Secondary Market (including customary legal, marketing and audit fees and expenses) in an amount up to $600,000 in any given fiscal year, (vii) ordinary course, legal fees and expenses, (viii) audit fees, (ix) regulatory fees, including, if applicable, any fees relating to the registration of the Shares under the Securities Act or the Exchange Act, (x) printing and mailing costs, (xi) costs of maintaining the Trust’s website and (xii) applicable license fees.

“Sponsor’s Fee”—A fee, payable in LTC, which accrues daily in U.S. dollars at an annual rate of 2.5% of the Digital Asset Holdings Fee Basis Amount of the Trust as of 4:00 p.m., New York time, on each day; provided that for a day that is not a business day, the calculation of the Sponsor’s Fee will be based on the Digital Asset Holdings Fee Basis Amount from the most recent business day, reduced by the accrued and unpaid Sponsor’s Fee for such most recent business day and for each day after such most recent business day and prior to the relevant calculation date.

“Transfer Agency and Service Agreement”—The agreement between the Sponsor and the Transfer Agent which sets forth the obligations and responsibilities of the Transfer Agent with respect to transfer agency services and related matters.

“Transfer Agent”—Continental Stock Transfer & Trust Company, a Delaware corporation.

“Transfer Agent Fee”—Fee payable to the Transfer Agent for services it provides to the Trust, which the Sponsor will pay to the Transfer Agent as a Sponsor-paid Expense.

“Trust”—Grayscale Litecoin Trust (LTC), a Delaware statutory trust, formed on January 26, 2018 under the DSTA and pursuant to the Trust Agreement.

“Trust Agreement”—The Amended and Restated Declaration of Trust and Trust Agreement between the Trustee and the Sponsor establishing and governing the operations of the Trust, as amended by Amendments No. 1 and No. 2 thereto and as the same may be amended from time to time.

“Trustee”—Delaware Trust Company (formerly known as CSC Trust Company of Delaware), a Delaware trust company, is the Delaware trustee of the Trust.

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“U.S.”—United States.

“U.S. dollar” or “$”—United States dollar or dollars.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities* indicated, thereunto duly authorized.

 

		Grayscale Investments, LLC as Sponsor of Grayscale Litecoin Trust (LTC)
		By:	/s/ Michael Sonnenshein
			Name:	Michael Sonnenshein
			Title:	Member of the Board of Directors and Chief Executive Officer (Principal Executive Officer)*

 

		By:	/s/ Edward McGee
			Name:	Edward McGee
			Title:	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)*

 

 

 

Date: May 6, 2022

* The Registrant is a trust and the persons are signing in their capacities as officers or directors of Grayscale Investments, LLC, the Sponsor of the Registrant.

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