Item 7. Management’s Discussion and Analysis
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
The following discussion
and analysis of the Trust’s financial condition and results of operations should be read together with, and is qualified in its
entirety by reference to, the Trust’s audited financial statements and related notes included elsewhere in this Annual Report, which
have been prepared in accordance with GAAP. See “Cautionary Statement Regarding Forward-Looking Statements” above.
Overview of the Trust
The Trust is an exchange-traded
fund that issues Shares that are listed and trade on the Exchange. The Trust’s investment objective is to seek to provide exposure
to the price of LTC held by the Trust, less the expenses of the Trust’s operations and other liabilities. The Trust is a passive
investment vehicle that does not seek to generate returns beyond tracking the price of LTC. In seeking to achieve its investment objective,
the Trust will hold LTC and establish its NAV on each business day by reference to the Pricing Benchmark. The Pricing Benchmark is calculated
by the Benchmark Provider based on a 60-minute time-weighted average price of the Underlying Index, which is an aggregation of executed
trade flow of Constituent Platforms. The Benchmark Provider publishes the Pricing Benchmark. The Trust is sponsored by the Sponsor.
The Shareholders of the Trust
take no part in the management or control, and have no voice in, the Trust’s operations or business. Except to elect a successor
Sponsor upon the resignation of the Sponsor or as otherwise required by laws of the state of Delaware, Shareholders have no voting rights
under the Trust Agreement.
Liquidity and Capital Resources
The Trust typically does not
hold a cash balance except in connection with the creation and redemption of “Baskets” ( i.e. , blocks of 10,000 Shares)
or to pay expenses not assumed by the Sponsor. The Trust pays the Sponsor an annual unified fee of 0.95% of the Trust’s LTC Holdings
(the “Sponsor Fee”). The Trust’s “LTC Holdings” is the quantity of the Trust’s LTC plus any cash or
other assets held by the Trust represented in LTC as calculated using the Pricing Benchmark price, less its liabilities (which include
estimated accrued but unpaid fees and expenses) represented in LTC as calculated using the Pricing Benchmark price.
The Trust may also incur certain
extraordinary, nonrecurring expenses that are not assumed by the Sponsor, including, but not limited to, brokerage and transaction costs
associated with the sale or transfer of LTC, taxes and governmental charges, 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, the Trust’s assets, or the interests
of Shareholders, any indemnification of the Custodians or other agents, service providers or counterparties of the Trust, and extraordinary
legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation
matters (collectively, “Extraordinary Expenses”). To the extent on-chain transaction fees are incurred in connection with
transfers or sales of LTC to pay Extraordinary Expenses, the Trust will bear such fees.
To the extent it does not
have cash readily available, the Sponsor shall cause the transfer or sale of LTC in such quantity as may be necessary to permit the payment
of Trust expenses and liabilities not assumed by the Sponsor or for payment of redemption proceeds to Authorized Participants. The Trust
will not bear any costs associated with the transfer or sale of LTC to pay the Sponsor Fee. To the extent the Trust incurs any Extraordinary
Expenses, the Trust will bear the costs of any transfers or sales of LTC to pay such expenses. The Trust will seek to transfer
LTC at such times and in the smallest amounts required to permit such payments as they become due. With respect to transfers or sales
necessary to pay Trust expenses and liabilities that are denominated other than in LTC, the amount of LTC transferred or sold may vary
from time to time depending on the actual sales price of LTC relative to the Trust’s expenses and liabilities ( e.g. , if the
price of LTC falls, the amount of LTC needed to be transferred or sold to pay an expense denominated in U.S. dollars will increase). To
the extent the Trust must buy or sell LTC, the Trust may do so through a third-party digital asset broker or dealer. When the Trust buys
or sells LTC, the Sponsor seeks quotes from its LTC trading counterparties. Such transactions are typically conducted over the counter
rather than over a trading platform or similar order matching service. The Sponsor will select third party brokers or dealers that it
believes have implemented adequate AML, KYC and other legal compliance policies and procedures.
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Results of Operations for the Period
Ended December 31, 2025
The Trust commenced operations and its net asset
value increased from $1,000,000 at the start of business on October 27, 2025, to $6,960,107 on
December 31, 2025. The change in the Trust’s net assets resulted from an increase in outstanding Shares, which grew from 40,000 at
the start of business on October 27, 2025, to 370,000 at December 31, 2025, as a result of 330,000 Shares (33 Baskets) being created
and 0 Shares (0 Baskets) being redeemed during the period, and a decrease in the value of LTC, which depreciated -22.68% from $98.65
at October 27, 2025 (the initial share purchase date) to $76.28 at December 31, 2025.
The net
asset value per Share decreased -24.76% from $25.00 as of October 27, 2025 (the initial share purchase date) to $18.81 as of December
31, 2025.
The net asset value per Share of $26.36 as of November 10,
2025 was the highest during the period, compared with a low of $18.00 as of December 18, 2025.
The
decrease in net assets from operations for the period ended December 31, 2025 was $(1,855,877), resulting from a decrease in unrealized
gain on the Trust’s LTC investment of $(1,842,648), realized losses on the disposition of LTC of $(2,610), and Sponsor Fees incurred
of $10,619.
Off-Balance Sheet Arrangements
As of December 31, 2025, the
Trust has not used, nor does it expect to use in the future, special purpose entities to facilitate off balance sheet financing arrangements
and has no loan guarantee arrangements or off-balance sheet arrangements of any kind other than agreements entered into in the normal
course of business, which may include indemnification provisions related to certain risks service providers undertake in performing services
which are in the best interests of the Trust. While the Trust’s exposure under such indemnification provisions cannot be estimated,
these general business indemnifications are not expected to have a material impact on the Trust’s financial position.
Critical Accounting Policies
Principal Market and Fair Value Determination
The Trust’s periodic
financial statements are prepared in accordance with the FASB ASC Topic 820 and utilize an exchange-traded price from the Trust’s
principal market for LTC on the Trust’s financial statement measurement date. The Sponsor determined in its sole discretion the
valuation sources and policies used to prepare the Trust’s financial statements in accordance with GAAP. The Trust engaged a third-party
vendor to obtain a price from a principal market for LTC, which was determined and designated by such third-party vendor daily based on
its consideration of several exchange characteristics, including oversight, and the volume and frequency of trades. Under GAAP, such a
price is deemed a Level 1 input in accordance with ASC Topic 820 because it is a quoted price in active markets for identical assets or
liabilities.
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk.
As a smaller reporting company, the Trust is not required to
provide the information required by this item.
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