UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June
30, 2026
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 001-42917
Canary Litecoin
ETF
(Exact name of Registrant as specified
in its Charter)
Delaware
33-6385092
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
c/o
Canary Capital Group LLC
8 Cadillac Drive , Suite 300
Brentwood , Tennessee
37027
(Zip Code)
(Address of principal executive offices)
Registrant’s telephone number,
including area code: (615) 200-0788
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol
Name
of each exchange
on which registered
Common Shares of Beneficial Interest of Canary Litecoin ETF (“Shares”)
LTCC
The Nasdaq Stock Market, LLC
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 (§232.405 of this chapter)
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, 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
☒
The Registrant had 520,000
shares outstanding as of July 29, 2026.
Table of Contents
Page
PART I.
FINANCIAL
INFORMATION
Item 1.
Financial Statements
Statements of Assets and Liabilities (unaudited)
Schedules of Investments (unaudited)
Statements of Operations (unaudited)
Statements of Changes in Net Assets (unaudited)
Notes to the Financial Statements (unaudited)
1
1
2
4
5
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
14
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
16
Item 4.
Controls and Procedures
16
PART II.
OTHER
INFORMATION
Item 1.
Legal Proceedings
16
Item 1A.
Risk Factors
16
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
17
Item 3.
Defaults Upon Senior Securities
17
Item 4.
Mine Safety Disclosures
17
Item 5.
Other Information
17
Item 6.
Exhibits
18
PART I - FINANCIAL INFORMATION
Item
1. Financial Statements.
CANARY LITECOIN ETF
Statements of Assets and Liabilities
June 30, 2026
(Unaudited)
December 31, 2025
ASSETS
Investments in Litecoin, at value (Note 2)
$ 5,305,848
$ 6,966,111
Total Assets
$ 5,305,848
$ 6,966,111
LIABILITIES
Payables
Payable to Sponsor (Note 3)
$ 4,180
$ 6,004
Total Liabilities
4,180
6,004
NET ASSETS
$ 5,301,668
$ 6,960,107
NET ASSETS CONSIST OF:
Paid-in capital
$ 11,334,155
$ 8,815,984
Total distributable earnings (accumulated deficit)
( 6,032,487 )
( 1,855,877 )
Net Assets
$ 5,301,668
$ 6,960,107
Net Asset Value (unlimited shares authorized):
Unlimited shares authorized:
Net Assets
$ 5,301,668
$ 6,960,107
Shares Outstanding ^
520,000
370,000
Net Asset Value, Offering and Redemption Price per Share
$ 10.20
$ 18.81
Investments in securities, at cost
$ 10,557,010
$ 8,808,759
^
No Par Value.
See accompanying notes to financial statements.
1
CANARY LITECOIN ETF
Schedule of Investment (Unaudited)
June 30, 2026
Investments - 100.1 %
Quantity
Fair Value
Crypto Currency - 100.1 %
Litecoin
126,930
$ 5,305,848
TOTAL CRYPTO CURRENCY (Cost $ 10,557,010 )
126,930
5,305,848
TOTAL INVESTMENTS - 100.1 % (Cost $ 10,557,010 )
5,305,848
Liabilities in Excess of Other Assets - ( 0.1 )%
( 4,180 )
TOTAL NET ASSETS - 100.0 %
$ 5,301,668
Percentages are stated as a percent of net assets.
See accompanying notes to financial statements.
2
CANARY LITECOIN ETF
Schedule of Investment
December 31, 2025
Investments - 100.1 %
Quantity
Fair Value
Crypto Currency - 100.1 %
Litecoin
90,747
$ 6,966,111
TOTAL CRYPTO CURRENCY (Cost $ 8,808,759 )
90,747
6,966,111
TOTAL INVESTMENTS - 100.1 % (Cost $ 8,808,759 )
6,966,111
Liabilities in Excess of Other Assets - ( 0.1 )%
( 6,004 )
TOTAL NET ASSETS - 100.0 %
$ 6,960,107
Percentages are stated as a percent of net assets.
See accompanying notes to financial statements.
3
CANARY LITECOIN ETF
Statements of Operations
For
the Three Months Ended June 30, 2026 (Unaudited) *
For
the Six Months Ended June 30, 2026 (Unaudited) *
Expenses:
Sponsor fees (Note 3)
$ 14,196
$ 30,676
Total Expenses
14,196
30,676
Sponsor fees waived (Note 3)
—
—
Net Expenses
14,196
30,676
Net Investment income (loss)
$ ( 14,196 )
$ ( 30,676 )
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) on:
Investments in crypto currency
$ ( 205,773 )
$ ( 737,420 )
Net change in unrealized appreciation (depreciation) of:
Investments in crypto currency
( 1,290,399 )
( 3,408,514 )
Net realized and unrealized gain (loss) on investments
( 1,496,172 )
( 4,145,934 )
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$ ( 1,510,368 )
$ ( 4,176,610 )
*
No comparative financial statements have been presented as the initial share purchase date of the Trust was October 27, 2025.
See accompanying notes to financial statements.
4
CANARY LITECOIN ETF
Statements of Changes in Net Assets
For
the Three Months Ended June 30, 2026 (Unaudited) *
For
the Six Months Ended June 30, 2026 (Unaudited) *
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS
Net investment income (loss)
$ ( 14,196 )
$ ( 30,676 )
Net realized gain (loss) on investments
( 205,773 )
( 737,420 )
Net change in unrealized appreciation (depreciation) of investments
( 1,290,399 )
( 3,408,514 )
Net increase (decrease) in net assets resulting from operations
( 1,510,368 )
( 4,176,610 )
CAPITAL SHARE TRANSACTIONS
Shares sold
1,132,072
3,778,091
Shares redeemed
( 536,692 )
( 1,259,920 )
Net increase (decrease) in net assets from capital share transactions
595,380
2,518,171
Total increase (decrease) in net assets
( 914,988 )
( 1,658,439 )
NET ASSETS
Beginning of Period
6,216,656
6,960,107
End of Period
$ 5,301,668
$ 5,301,668
*
No comparative financial statements have been presented as the initial share purchase date of the Trust was October 27, 2025.
See accompanying notes to financial statements.
5
Canary Litecoin ETF
NOTES TO THE
FINANCIAL STATEMENTS
June 30, 2026 (Unaudited)
1. Organization
The Canary Litecoin ETF (the
“Trust”) is a Delaware statutory trust, formed on September 24, 2024, pursuant to the Delaware Statutory Trust Act. The Trust
continuously issues common shares representing fractional undivided beneficial interest in and ownership of the Trust that may be purchased
and sold on the Nasdaq Stock Market, LLC (the “Exchange”) under the symbol “LTCC.” The Trust operates pursuant
to a Trust Agreement, as amended and/or restated from time to time (the “Trust Agreement”). CSC Delaware Trust Company, a
Delaware trust company, is the trustee of the Trust (the “Trustee”). The Trust is managed and controlled by Canary Capital
Group LLC (the “Sponsor”).
The Trust is an exchange-traded
fund that issues shares of beneficial interest (the “Shares”) that are listed and trade on the Exchange. The Trust’s
investment objective is to seek to provide exposure to the price of Litecoin (“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 holds LTC and establishes its net asset value
(“NAV”) on each business day by reference to the CoinDesk Litecoin CCIXber 60m New York Rate (the “Pricing Benchmark”).
The Pricing Benchmark is calculated by CoinDesk Indices (the “Benchmark Provider”) based on a 60-minute time-weighted average
price of the LTC-USD CCIXber Reference Rate (the “Underlying Index”), which is an aggregation of executed trade flow of major
LTC trading platforms (“Constituent Platforms”). The Benchmark Provider publishes the Pricing Benchmark. The Trust is sponsored
by the Sponsor.
On September 22, 2025 (the “Seeding
Date”), Charlie Lee (the "Seed Capital Investor") purchased 40,000 Shares of the Trust at a per Share price of $ 25 (the
"Seed Shares"). The proceeds to the Trust from the sale of the Seed Shares were $ 1,000,000 . Upon inception of the Trust on October
27, 2025, the Trust purchased $ 1,000,000 in LTC with the proceeds of the Seed Shares and issued the 40,000 Seed Shares to the Seed Capital
Investor.
2. Significant Accounting Policies
Basis of Presentation
The following is a summary of
significant accounting policies consistently followed by the Trust in the preparation of these financial statements. The accompanying
financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”)
and are stated in U.S. dollars. The Trust’s financial statements were prepared using the accounting and reporting guidance of the
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services
— Investment Companies. The Trust qualifies as an investment company solely for accounting purposes and not for any other purpose.
The Trust is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940,
as amended. The Trust follows the significant accounting policies described below.
Use of Estimates
The preparation of the financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from
those estimates.
Cash
Generally, the Trust does not
intend to hold any cash. Cash includes non-interest-bearing, non-restricted cash with one institution. Cash in a bank deposit account,
at times, may exceed U.S. federally insured limits. The Trust has not experienced any losses in such accounts and does not believe it
is exposed to any significant credit risk on such bank deposits.
Investment Transactions and Investment Income
The Trust purchases LTC upon
the creation of Shares and sells LTC upon the redemption of Shares. Transactions are recorded on a trade date basis. Realized gains (losses)
and changes in unrealized gains (losses) on open positions are determined on a specific identification basis and recognized in the statement
of operations in the period in which the sale occurred or the changes in unrealized gains (losses) occurred.
6
Income Taxes
The Sponsor takes the position
that the Trust is properly treated as a grantor trust for U.S. federal income tax purposes. Assuming that the Trust is a grantor trust,
the Trust will not be subject to U.S. federal income tax. Rather, if the Trust is a grantor trust, each beneficial owner of Shares will
be treated as directly owning its pro rata Share of the Trust’s assets and a pro rata portion of the Trust’s income, gains,
losses and deductions will “flow through” to each beneficial owner of Shares. If the Trust were not properly classified as
a grantor trust, the Trust might be classified as a partnership for U.S. federal income tax purposes. However, due to the uncertain treatment
of digital assets, with respect to staking and including forks, airdrops and similar occurrences for U.S. federal income tax purposes,
there can be no assurance in this regard. If the Trust were classified as a partnership for U.S. federal income tax purposes, the tax
consequences of owning Shares generally would not be materially different from the tax consequences described herein, although there might
be certain differences, including with respect to timing. In addition, tax information reports provided to beneficial owners of Shares
would be made in a different form. If the Trust were not classified as either a grantor trust or a partnership for U.S. federal income
tax purposes, it would be classified as a corporation for such purposes. In that event, the Trust would be subject to entity-level U.S.
federal income tax (currently at the rate of 21%) on its net taxable income and certain distributions made by the Trust to shareholders
would be treated as taxable dividends to the extent of the Trust’s current and accumulated earnings and profits.
Digital Asset Trading Platform Valuation
US GAAP defines fair value as the price the Trust would
receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date.
The Trust’s policy is to value investments held at fair value.
The Trust identifies and determines
the LTC principal market (or in the absence of a principal market, the most advantageous market) for GAAP purposes consistent with the
application of the fair value measurement framework in FASB ASC 820 – Fair Value Measurement. A principal market is the market with
the greatest volume and activity level for the asset or liability. The determination of the principal market will be based on the market
with the greatest volume and level of activity that can be accessed. The Trust obtains relevant volume and level of activity information
and based on initial analysis will select an exchange market as the Trust’s principal market. The net asset value (“NAV”)
and NAV per Share will be calculated using the fair value of LTC based on the price provided by this exchange market, as of 4:00 p.m.
ET on the measurement date for GAAP purposes. The Trust will update its principal market analysis periodically and as needed to the extent
that events have occurred, or activities have changed in a manner that could change the Trust’s determination of the principal market.
Various inputs are used in determining
the fair value of assets and liabilities. Inputs may be based on independent market data (“observable inputs”) or they may
be internally developed (“unobservable inputs”). These inputs are categorized into a disclosure hierarchy consisting of three
broad levels for financial reporting purposes. The level of a value determined for an asset or liability within the fair value hierarchy
is based on the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair
value hierarchy are as follows:
Level 1: Unadjusted quoted prices in active markets
for identical assets or liabilities;
Level 2: Inputs other than quoted
prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for
similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not
considered to be active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally
from or corroborated by observable market data by correlation or other means; and
Level 3: Unobservable inputs, including the Trust’s
assumptions used in determining the fair value of investments, where there is little or no market activity for the asset or liability
at the measurement date.
7
The following table presents
information about the Trust’s assets measured at fair value:
Level 1
Level 2
Level 3
Total
June 30, 2026 (Unaudited)
Assets
Investment in LTC
$ 5,305,848
$ —
$ —
$ 5,305,848
December 31, 2025
Assets
Investment in LTC
$ 6,966,111
$ —
$ —
$ 6,966,111
There were no transfers between levels for the six
months ended June 30, 2026 or for the period from October 27, 2025 (initial share purchase date) through December 31, 2025.
The following tables summarize activity in LTC for
the six months ended June 30, 2026 and for the period from October 27, 2025 (initial share purchase date) through December 31, 2025.
LTC
Fair Value
Beginning balance as of January 1, 2026
90,747
$ 6,966,111
LTC purchased
7,351
528,742
LTC sold for the redemption of Shares
( 14,682 )
( 858,741 )
LTC contributed in-kind for the creation of Shares
51,374
3,249,502
LTC distributed in-kind for the redemption of Shares
( 7,333 )
( 401,181 )
LTC transferred to pay the Sponsor fee
( 527 )
( 32,651 )
Net change in unrealized appreciation (depreciation) in LTC
—
( 3,408,514 )
Net realized gain (loss) on investment in LTC transferred to pay Sponsor fee
—
( 19,284 )
Net realized gain (loss) on investment in LTC sold for redemptions
—
( 718,136 )
Ending balance as of June 30, 2026 (Unaudited)
126,930
$ 5,305,848
8
LTC
Fair Value
Beginning balance as of October 27, 2025
—
$ —
LTC purchased
58,941
5,706,944
LTC contributed in-kind for the creation of Shares
31,885
3,111,391
LTC distributed in-kind for the redemption of Shares
—
—
LTC transferred to pay the Sponsor fee
( 79 )
( 6,966 )
Net change in unrealized appreciation (depreciation) in LTC
—
( 1,842,648 )
Net realized gain (loss) on investment in LTC transferred to pay Sponsor fee
—
( 2,610 )
Ending balance as of December 31, 2025
90,747
$ 6,966,111
Calculation of NAV
The Administrator, defined below,
determines the NAV of the Trust on each day that the Exchange is open for regular trading, as promptly as practicable after 4:00 p.m.
ET. The NAV of the Trust is the aggregate value of the Trust’s assets less its accrued but unpaid liabilities (which include accrued
expenses). In determining the Trust’s NAV, the Administrator values LTC held by the Trust based on the price set by the Index as
of 4:00 p.m. ET. The Administrator also determines the NAV per Share. For purposes of the Trust’s financial statements, the Trust
utilizes a pricing source that is consistent with GAAP, as of the financial statement measurement date, which may result in valuations
that differ from the Trust’s daily NAV calculations. The Sponsor determines in its sole discretion the valuation sources and policies
used to prepare the Trust’s financial statements in accordance with GAAP.
The Trust’s NAV per Share
is calculated by taking the current fair value of its total assets, subtracting any liabilities, and dividing that total by the number
of Shares.
Segment Reporting
The Trust operates through a
single operating and reporting segment with a primary objective of providing exposure to the price of LTC held by the Trust, less the
expenses of the Trust’s operations and other liabilities. The Trust’s chief operating decision maker (“CODM”)
is the Principal Executive Officer. The CODM monitors the operating results of the Trust and the Trust’s long-term strategic asset
allocation is predetermined in accordance with the terms of its prospectus, based on the defined investment strategy against which the
CODM assesses the Trust’s performance. In addition to other metrics, the CODM uses net increase (decrease) in net assets resulting
from operations as a key metric to assess the Trust’s performance.
3. Trust Expenses and Other Agreements
(a) 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 Index
Price, less its liabilities (which include estimated accrued but unpaid fees and expenses) represented in LTC as calculated using the
Index Price. The Sponsor Fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement. The
Administrator calculates the Sponsor Fee in respect of each day by reference to the prior day’s LTC Holdings. Except for periods
during which all or a portion of the Sponsor Fee is being waived, the Sponsor Fee accrues daily in LTC and is payable monthly in LTC or
cash. To the extent there are any on-chain transaction fees incurred in connection with the transfers of LTC to pay the Sponsor Fee, the
Sponsor, and not the Trust, shall bear such fees. The Sponsor may, at its sole discretion and from time to time, waive all or a portion
of the Sponsor Fee for stated periods of time. The Sponsor is under no obligation to waive any portion of its fees, and any such waiver
shall create no obligation to waive any such fees during any period not covered by the waiver.
9
As partial consideration
for its receipt of the Sponsor Fee, the Sponsor is obligated under the Trust Agreement to assume and pay all fees and other expenses
incurred by the Trust in the ordinary course of its affairs, excluding taxes, but including: (i) the fees of the Trust’s
third-party service providers, including, but not limited to, the Marketing Agent, the Administrator, the Custodians, the Transfer
Agent, the Cash Custodian, the Index Provider, and the Trustee, (ii) the fees and expenses related to the listing, quotation or
trading of the Shares on the Exchange (including customary legal, marketing and audit fees and expenses), (iii) legal fees and
expenses incurred in the ordinary course, (iv) audit fees, (v) regulatory fees, including, if applicable, any fees relating to the
registration of the Trust and Shares, including any ongoing filings related to the offering of Shares, under the 1933 Act or the
1934 Act, (vi) printing and mailing costs, (vii) costs of maintaining the Trust’s website and (viii) applicable license fees
(each, a “Sponsor-paid Expense” and collectively, the “Sponsor-paid Expenses”), provided that any expense
that qualifies as an Extraordinary Expense (as defined below) will not be deemed to be a Sponsor-paid Expense. There is no cap on
the amount of Sponsor-paid Expenses. The Sponsor has also assumed all fees and expenses related to the organization and offering of
the Trust and the Shares.
The Trust may incur certain
extraordinary, nonrecurring expenses that are not Sponsor-paid Expenses, 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, but to the extent there are any on-chain transaction
fees incurred in connection with the transfers of LTC to pay the Sponsor Fee or any Sponsor-paid Expenses, the Sponsor, and not the Trust,
shall bear such fees.
To the extent it does not have
cash readily available, the Sponsor will 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 cash redemption proceeds to Authorized Participants (as
defined below). The Trust will seek to transfer or sell 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 or liability
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. The Sponsor will select third party brokers or dealers that it believes have implemented adequate AML, KYC and
other legal compliance policies and procedures.
Under the terms of each Authorized
Participant Agreement, the Authorized Participants will be responsible for any brokerage or transaction costs associated with the sale
or transfer of LTC incurred in connection with the fulfillment of a creation or redemption order.
(b) Administrator, Custodians
and Transfer Agent
U.S. Bancorp Fund Services,
LLC, doing business as U.S. Bank Global Fund Services (the “Administrator” and “Transfer Agent”) serves as administrator,
transfer agent and accounting agent of the Trust pursuant to a Fund Servicing Agreement. Coinbase Custody Trust Company, LLC (the “Coinbase
Custodian”) and BitGo Trust Company, Inc. (the “BitGo Custodian” and together with Coinbase Custodian, the “Custodians”)
serve as the Trust’s Custodians. Under the Coinbase Custodial Services Agreement and the BitGo Custodial Services Agreement, the
Custodians are responsible for safekeeping all the Trust’s LTC allocated to each of the Custodians. The Custodians were selected
by the Sponsor. The Sponsor is responsible for opening accounts with the Custodians that will hold the Trust’s LTC (the “LTC
Accounts”), as well as facilitating the transfer or sale of LTC required for the operation of the Trust. U.S. Bank, N.A., an affiliate
of the Administrator and Transfer Agent serves as the cash custodian for the Trust (the “Cash Custodian”). The Cash Custodian
is responsible for safekeeping all cash and other non-LTC assets of the Trust.
(c) Marketing Agent
Paralel Distributors LLC is the
marketing agent of the Trust (the “Marketing Agent”) and is responsible for reviewing and approving the marketing materials,
including the Trust’s website, prepared by the Sponsor for compliance with applicable SEC and Financial Industry Regulatory Authority,
Inc. (“FINRA”) advertising laws, rules, and regulations pursuant to a marketing agreement with the Trust. The Marketing Agent
is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and a member of FINRA.
With the assistance of the Marketing Agent, the Sponsor developed a marketing plan for the Trust, prepared marketing materials regarding
the Shares of the Trust, and exercises the marketing plan of the Trust on an ongoing basis.
10
(d) Principal Financial Officer
Employees of PINE Advisors LLC
(“PINE”) serve as officers of the Trust. In consideration for these services, the Sponsor pays PINE an annual fee. The Sponsor
also reimburses PINE for certain out-of-pocket expenses.
4. Capital Share Transactions
The Trust is an exchange-traded
product. The Trust issues Shares on a continuous basis and, when the Trust creates or redeems its Shares, it does so in blocks of 10,000
Shares (a “Basket”) based on the quantity of LTC attributable to each Share of the Trust (net of accrued but unpaid expenses
and liabilities). Certain financial firms are authorized to purchase or redeem Shares of the Trust (“Authorized Participants”).
The manner by which creations
are made is dictated by the terms of the Authorized Participant Agreement. Creation orders may be denominated and settled in an amount
of LTC (“In-Kind Creation Order”) or in cash (“Cash Creation Order”). By placing an In-Kind Creation Order, an
Authorized Participant agrees to facilitate the deposit of LTC with the Custodian, either directly or indirectly through an Authorized
Participant Designee. By placing a Cash Creation Order, an Authorized Participant agrees to facilitate the deposit of cash with the Cash
Custodian. An Authorized Participant may not withdraw a creation order without the prior consent of the Sponsor in its discretion.
The manner by which redemptions
are made is dictated by the terms of the Authorized Participant Agreement. Redemption orders are denominated and settled either in-kind
(“In-Kind Redemption Order”) or in cash (“Cash Redemption Order”). By placing a redemption order, an Authorized
Participant agrees to facilitate the deposit of Shares with the Transfer Agent. If an Authorized Participant fails to consummate the foregoing,
the order will be cancelled or delayed until the required Shares have been received. An Authorized Participant may not withdraw a redemption
order without the prior consent of the Sponsor in its discretion.
Shares initially comprising
the same Basket but offered by the Authorized Participants to the public at different times may have different offering prices, which
depend on various factors, including the supply and demand for Shares, the value of the Trust’s assets, and market conditions at
the time of a transaction. Shareholders who buy or sell Shares during the day from their broker may do so at a premium or discount relative
to the NAV of the Shares of the Trust.
Shareholders who decide to buy
or sell Shares of the Trust place their trade orders through their brokers and incur customary brokerage commissions and charges.
Only Authorized Participants
may place orders to create and redeem baskets through the Transfer Agent. The Transfer Agent coordinates with the Trust's custodians to
facilitate settlement of the Shares.
Share activity for the three
and six months ended June 30, 2026 were as follows:
Three
Months Ended June 30, 2026
(Unaudited)*
Six
Months Ended June 30, 2026
(Unaudited)*
Number of Shares
Value of Shares
Number of Shares
Value of Shares
Creations
90,000
$ 1,132,072
240,000
$ 3,778,091
Redemptions
( 40,000 )
( 536,692 )
( 90,000 )
( 1,259,920 )
Net change in Shares created and redeemed
50,000
$ 595,380
150,000
$ 2,518,171
*
No comparative periods have been presented as the initial share purchase date of the Trust was October 27, 2025.
5. Financial Highlights
The following financial highlights
relate to investment performance and operations for a Share outstanding for the three and six months ended June 30, 2026 . The total
return at NAV is based on the change in NAV of a Share during the period, and the total return at market value is based on the change
in market value of a Share on the Exchange during the period. An individual investor’s return and ratios may vary based on the timing
of capital transactions.
11
Three
Months
Ended June 30, 2026
(Unaudited) *
Six
Months
Ended June 30, 2026
(Unaudited) *
Net Asset Value, Beginning of Period
$ 13.23
$ 18.81
Net Investment Income (Loss) (a)
( 0.03 )
( 0.07 )
Net Realized and Unrealized Gain (Loss) on Investments (b)
( 3.00 )
( 8.54 )
Net Increase (Decrease) in Net Asset Value Resulting from Operations
( 3.03 )
( 8.61 )
Net Asset Value, End of Period
$ 10.20
$ 10.20
Market Value Per Share (c)
$ 10.19
$ 10.19
Total Return at Net Asset Value (d)
- 22.92 %
- 45.80 %
Total Return at Market Value (c)(d)
- 22.73 %
- 45.70 %
Ratios to Average Net Assets: (e)
Expense Ratio (e)
0.95 %
0.95 %
Net Investment Income (Loss) (e)
- 0.95 %
- 0.95 %
*
No comparative financial highlights have been presented as the initial share purchase date of the Trust was October 27, 2025.
(a) Net investment loss per share represents net investment loss divided by the daily
average shares of beneficial interest outstanding during the period.
(b) Due to timing of capital share transactions, per share amounts may not compare
with amounts appearing elsewhere within these Financial Statements.
(c) Market values are determined at the close of the applicable primary listing exchange,
which may be later than when the Trust’s net asset value is calculated.
(d) Not annualized.
(e) Annualized.
6. Related Parties
The Sponsor is considered to
be a related party to the Trust. The Trust's operations are supported by its Sponsor. As of June 30, 2026, the Sponsor did not own any
Shares of the Trust.
7. Commitments and Contingent Liabilities
In the normal course of business,
the Trust may enter into contracts that contain a variety of general indemnification clauses. The Trust’s maximum exposure under
these arrangements is unknown as this would involve future claims that may be made against the Trust which have not yet occurred and cannot
be predicted with any certainty. However, the Sponsor believes the risk of loss under these arrangements to be remote. There were no commitments
or contingencies required to be disclosed as of the date of the financial statements.
12
8. Concentration Risk
Substantially all of the Trust’s
assets are holdings of LTC, which creates a concentration risk associated with fluctuations in the price of LTC. Accordingly, a decline
in the price of LTC will have an adverse effect on the value of the Shares of the Trust. Factors that may have the effect of causing a
decline in the price of LTC include negative perception of digital assets; a lack of stability and standardized regulation in the digital
asset markets; the closure or temporary shutdown of digital asset platforms due to fraud, business failure, security breaches or government
mandated regulation; and a loss of investor confidence.
9. Subsequent Events
The Sponsor has evaluated subsequent
events through the date the financial statements were issued. Based on this evaluation, no adjustments or disclosures to the financial
statements were required
13
Item
2. 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 unaudited financial statements and related notes included elsewhere in
this Quarterly Report, which have been prepared in accordance with GAAP.
This Quarterly
Report on Form 10-Q (the “Quarterly Report”) includes “forward-looking statements” with respect to the financial
conditions, results of operations, plans, objectives, future performance and business of Canary Litecoin ETF (the “Trust”).
In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” or the negative of these terms or other comparable terminology. 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 movements in the digital asset markets, the Trust’s operations, the plans of Canary Capital Group 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. These statements are based upon certain assumptions and analyses the Sponsor
has made based on its perception of historical trends, current conditions, and expected future developments, as well as other factors
appropriate in the circumstances.
Factors which could have a material
adverse effect on the Trust’s business, financial condition or results of operations and future prospects or which could cause actual
results to differ materially from the Trust's expectations include, but are not limited to:
● the special considerations discussed in this Quarterly Report;
● general economic, market and business conditions;
● technology developments regarding the use of Litecoin and other
digital assets, including the systems used by the Sponsor and the Trust’s custodians in their provision of services to the Trust;
● changes in laws or regulations, including those concerning taxes,
made by governmental authorities or regulatory bodies;
● other world economic and political developments, including, without
limitation, global pandemics and the societal and government responses thereto; and
● any additional factors discussed in this Quarterly Report, as
well as those described from time to time in the Trust’s future reports filed with the SEC.
All the forward-looking statements
made in this Quarterly Report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments
the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or
have the expected effects on, the Trust’s operations or the value of the Shares.
Should one
or more of these factors or other uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary
materially from those described in forward-looking statements. 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 to update any of the
forward-looking statements to conform such statements to actual results or to reflect a change in the Sponsor’s expectations or
predictions, other than as required by applicable laws. Investors are therefore cautioned against relying on forward-looking statements.
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 holds LTC and establishes 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.
14
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 does 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 seeks 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 selects third party brokers or dealers that it believes have
implemented adequate AML, KYC and other legal compliance policies and procedures.
Results of Operations*
Three Months Ended June 30, 2026
The Trust’s
net asset value decreased from $6,216,656 at March 31, 2026, to $5,301,668 at June 30, 2026. The change in the Trust’s net assets
resulted from an increase in outstanding Shares, which rose from 470,000 at March 31, 2026, to 520,000 at June 30, 2026, as a result of
90,000 Shares being created and 40,000 Shares being redeemed during the quarter, and a decrease in the value of LTC, which depreciated
-22.74% from $54.10 at March 31, 2026, to $41.80 at June 30, 2026.
The net asset
value per Share decreased -22.92% from $13.23 at March 31, 2026, to $10.20 at June 30, 2026.
The net asset
value per Share of $14.44 at May 14, 2026, was the highest during the quarter, compared with a low of $9.72 at June 24, 2026.
The decrease
in net assets from operations for the quarter ended June 30, 2026, was $(1,510,368), resulting from a decrease in unrealized gain on the
Trust’s LTC investment of $(1,290,399), realized losses on the disposition of LTC of $(205,773), and Sponsor Fees incurred of $14,196.
Six Months
Ended June 30, 2026
The Trust’s
net asset value decreased from $6,960,107 at December 31, 2025, to $5,301,668 at June 30, 2026. The change in the Trust’s net assets
resulted from an increase in outstanding Shares, which rose from 370,000 at December 31, 2025, to 520,000 at June 30, 2026, as a result
of 240,000 Shares being created and 90,000 Shares being redeemed during the six-month period, and a decrease in the value of LTC, which
depreciated -45.54% from $76.76 at December 31, 2025, to $41.80 at June 30, 2026.
The net asset
value per Share decreased -45.80% from $18.81 at December 31, 2025, to $10.20 at June 30, 2026.
The net asset
value per Share of $20.59 at January 5, 2026, was the highest during the six-month period, compared with a low of $9.72 at June 24, 2026.
The decrease
in net assets from operations for the six months ended June 30, 2026, was $(4,176,610), resulting from a decrease in unrealized gain on
the Trust’s LTC investment of $(3,408,514), realized losses on the disposition of LTC of $(737,420), and Sponsor Fees incurred of
$30,676.
* No comparative
prior-year periods have been presented as the initial share purchase date of the Trust was October 27, 2025.
Off-Balance Sheet Arrangements
As of
June 30, 2026, 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.
15
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.
Investment Company Considerations
The Trust
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. The Trust qualifies as an investment company solely for accounting purposes
and not for any other purpose. The Trust is not registered, and is not required to be registered, as an investment company under the Investment
Company Act of 1940, as amended. 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.
Item 3. Quantitative and Qualitative Disclosures About
Market Risk .
Not applicable to “Smaller Reporting Companies,”
as defined in Rule 12b-2 of the Exchange Act.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
The Trust
maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its 1934 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 Officer of the Sponsor 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 Trust's 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,
as of June 30, 2026, the Trust’s disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in the Trust’s
internal controls over financial reporting that occurred during the Trust’s most recently completed fiscal quarter that have materially
affected, or are reasonably likely to materially affect, these internal controls over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Not applicable to Smaller Reporting Companies.
16
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds.
a) None.
b) Not applicable.
c) The Trust does not purchase Shares directly from its Shareholders.
In connection with its redemption of Baskets held by Authorized Participants, the Trust redeemed 4 Baskets (comprising 40,000 Shares)
during the three-month period ended June 30, 2026. The following table summarizes the redemptions by Authorized Participants during the
period:
Period
Number of Shares
Redeemed
Average Price
Paid per Share
Maximum number of shares
that may yet be purchased
April 2026
30,000
$
13.49
N/A
May 2026
10,000
$
13.64
N/A
June 2026
—
$
—
N/A
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
a) All information required to be reported in a report on Form 8-K
during the period covered by this Form 10-Q has been reported.
b) Not applicable.
c) No executive officers or directors of the Sponsor have adopted,
modified, or terminated trading plans under either a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading
arrangement” (as such terms defined in Item 408 of Regulation S-K of the 1933 Act) for the three-month period ended June 30, 2026.
17
Item 6. Exhibits.
Listed below are the exhibits, which
are filed as part of this quarterly report on Form 10-Q (according to the number assigned to them in Item 601 of Regulation S-K of the
1933 Act):
Exhibit
Number
Description
3.1** First Amended and Restated Trust Agreement, incorporated by reference to Exhibit 3.1 of the Trust’s Registration Statement on Form S-1 (File No. 333-282643) filed on October 15, 2024
3.2** Certificate of Trust, incorporated by reference to Exhibit 3.2 of the Trust's Registration Statement on Form S-1 (File No. 333-282643) filed on November 12, 2024
10.1** Form of Initial Authorized Participant Agreement, incorporated by reference to Exhibit 10.1 of the Trust's Registration Statement on Form S-1 (File No. 333-282643) filed on September 15, 2025
10.2** Marketing Agent Agreement, incorporated by reference to Exhibit 10.2 of the Trust’s Registration Statement on Form S-1 (File No. 333-282643) filed on October 7, 2025
10.3** Coinbase Custodial Services Agreement, incorporated by reference to Exhibit 10.3 of the Trust’s Registration Statement on Form S-1 (File No. 333-282643) filed on October 7, 2025
10.4** BitGo Custodial Services Agreement, incorporated by reference to Exhibit 10.4 of the Trust’s Registration Statement on Form S-1 (File No. 333-282643) filed on September 22, 2025
10.5** Fund Administration Servicing Agreement, incorporated by reference to Exhibit 10.5 of the Trust’s Registration Statement on Form S-1 (File No. 333-282643) filed on October 7, 2025
10.6** Transfer Agent Servicing Agreement, incorporated by reference to Exhibit 10.6 of the Trust’s Registration Statement on Form S-1 (File No. 333-282643) filed on October 7, 2025
10.7** Fund Accounting Servicing Agreement, incorporated by reference to Exhibit 10.7 of the Trust’s Registration Statement on Form S-1 (File No. 333-282643) filed on October 7, 2025
10.8** Sponsor Agreement, incorporated by reference to Exhibit 10.8 of the Trust’s Registration Statement on Form S-1 (File No. 333-282643) filed on October 7, 2025
10.9** Cash Custody Agreement (Custodian Agreement), incorporated by reference to Exhibit 10.9 of the Trust’s Registration Statement on Form S-1 (File No. 333-282643) filed on October 7, 2025
10.10** Index License Agreement, incorporated by reference to Exhibit 10.10 of the Trust’s Registration Statement on Form S-1 (File No. 333-282643) filed on September 22, 2025
31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* Certification of Principal Financial and Accounting Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2* Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS* Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File
because XBRL tags are embedded within the Inline XBRL document
101.SCH* Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104* Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith
**
Previously filed
18
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Canary Litecoin ETF
Date: August 7, 2026
By:
/s/ Steven McClurg
Name: Steven McClurg
Title: Chief Executive Officer (Principal Executive Officer)*
By:
/s/ Starr Frohlich
Name: Starr Frohlich
Title: Principal Financial and Accounting Officer
* The Registrant is a trust and
this person is signing in their capacity as an officer of Canary Capital Group LLC, the Sponsor of the Registrant.
19
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.