Grayscale Litecoin Trust : Private Placement Form 8 K

Item 3.02. Unregistered Sales of Equity Securities. Since the sales reported on the most recently filed Current Report on Form 8-K by Grayscale Litecoin Trust

Grayscale Litecoin Trust (OTC:LTCG) announced on Wednesday that it has made further sales of its shares to a select group of accredited investors without registering the sales with the SEC.

The Trust, which trades on the OTCQX under the symbol LTCG, last reported sales of its shares in an August 2023 Current Report on Form 8-K. Since then, the Trust has sold an aggregate of 246,100 Shares at varying prices determined by reference to its NAV per Share to selected “accredited investors,” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), in private placement transactions exempt from the registration requirements of the Securities Act pursuant to Rule 506(c) thereunder for an aggregate of 20,847.68531564 LTC representing $1,535,641. Grayscale Securities, LLC (“Grayscale Securities”) acted as the Authorized Participant with respect to these distributions. As a result, there are 23,026,500 Shares issued and outstanding as of October 23, 2024.

These sales follow Grayscale’s announcement earlier this month that it had commenced making periodic sales of Shares in the Trust. 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, Grayscale Securities, as Authorized Participant facilitating the creation of Shares and as distributor and marketer, may be deemed an “underwriter” under Section 2(a)(11) of the Securities Act. No underwriting discounts or commissions were paid to Grayscale Securities with respect to such sales.

This press release is not an offer of securities for sale in the United States. Securities may not be sold in the United States absent registration or an applicable exemption from registration. Grayscale Litecoin Trust (the “Trust”) is a grantor trust established in the Cayman Islands and formed for the purpose of holding LTC. The Trust is not authorized to conduct business in the United States and does not have a physical presence in the United States. Grayscale Securities, LLC (“Grayscale Securities”) is the Authorized Participant for the Trust and acts as the distributor and marketer for Shares. Grayscale Securities is a Delaware limited liability company and an affiliate of Grayscale Investments, LLC, which is a digital currency asset manager and technology provider. Grayscale Securities is not authorized to conduct business in the United States and does not have a physical presence in the United States.

The Trust’s 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, Grayscale Securities, as Authorized Participant facilitating the creation of Shares and as distributor and marketer, may be deemed an “underwriter” under Section 2(a)(11) of the Securities Act. No underwriting discounts or commissions were paid to Grayscale Securities with respect to such sales.

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