Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stock holder Matters and Issuer Purchases of Equity Securities
Market Information
The Shares commenced trading on NYSE Arca on September 19, 2025 under the ticker symbol “GDLC.”
Holders of Record
As of June 30, 2026, there were approximately 15 DTC participating shareholders of record of the Fund. Because most of the Fund’s Shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders.
Dividends
The Fund made no distributions to shareholders during the years ended June 30, 2026 and 2025. The Fund has no obligation to make periodic distributions to shareholders.
Recent Sales of Unregistered Shares
Prior to the Uplisting Date, the Registrant had distributed 15,867,400 Shares at varying prices determined by reference to the NAV per Share to selected “accredited investors,” within the meaning of Rule 501 of Regulation D under the Securities Act. The Shares were sold in connection with an ongoing offering pursuant to Rule 506(c) of Regulation D under the Securities Act. Genesis Global Trading, Inc., a wholly owned subsidiary of Digital Currency Group, Inc. (“Genesis”) acted as the Authorized Participant with respect to these distributions. In exchange for these sales, the Fund received an aggregate of 7,689.69425900 Bitcoin, 44,513.19192539 Ether, 20,953.27038208 ADA, 25,185.31952582 LTC, 563.90271373 LINK, 7,736.78000000 BCH and 17,294,820.68582300 XRP. Effective February 2, 2026 the Manager adjusted the Fund’s portfolio by removing and selling Cardano (ADA) from the Fund’s portfolio and selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase BNB in accordance with the CD5 Methodology. See “Item 1. Business—Investment Objective” and “Item 15. Financial Statements and Exhibits—Note 4. Portfolio Rebalancing.”
Because Shares have been, and continue to be, created and issued on a periodic basis, a “distribution,” as such term is used in the Securities Act, may be occurring from time to time. As a result, an Authorized Participant facilitating the creation of Shares and acting as a distributor and marketer during any such period may be deemed an “underwriter” under Section 2(a)(11) of the Securities Act. No underwriting discounts or commissions were paid to an Authorized Participant with respect to such sales.
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Purchases of Equity Securities
On March 2, 2022, the Board approved the purchase by DCG, the indirect parent company of the Manager, of up to an aggregate total of $200 million worth of Shares of the Fund and shares of any of the following five investment products the Manager also acts as the sponsor and manager of, including Grayscale Bitcoin Trust ETF (NYSE Arca: GBTC), Grayscale Bitcoin Cash Trust (BCH) (OTCQX: BCHG), Grayscale Ethereum Staking ETF (NYSE Arca: ETHE), Grayscale Ethereum Classic Trust (ETC) (OTCQX: ETCG), and Grayscale Stellar Lumens Trust (XLM) (OTCQX: GXLM). 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. From March 2, 2022 through August 31, 2026, DCG had not purchased any Shares of the Fund under this authorization.
Although the Fund does not purchase Shares directly from its shareholders, in connection with its redemption of Baskets from Authorized Participants during the three months ended June 30, 2026, the Fund redeemed the following Shares:
Period
Total Number of Shares of GDLC Redeemed
Average Price Paid per Share of GDLC (1)
April 1, 2026 - April 30, 2026
-
$
-
May 1, 2026 - May 31, 2026
350,000
35.89
June 1, 2026 - June 30, 2026
190,000
29.10
Total
540,000
$
33.50
(1) The Price Paid per Share is based on the NAV per Share, which is derived from the Index Prices as of 4:00 p.m., New York time, on the valuation date. The Fund’s NAV per Share is calculated using a non-GAAP methodology where the price is derived from multiple Digital Asset Trading Platforms.
Item 6. [ R eserved]
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