GDLC 10-K & 10-Q changes, risk factors and insider trading

Summary of Risk Factors

Below is a summary of the principal factors that make an investment in the Shares speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below and should be read in conjunction with the other information included in this Annual Report on Form 10-K, including the Fund’s financial statements and related notes thereto, and our other filings with the SEC, before making an investment decision regarding the Shares. See “Glossary of Defined Terms” for the definition of certain capitalized terms used in this Annual Report. All other capitalized terms used, but not defined, herein have the meanings given to them in the LLC Agreement.

The SEC has taken, and may in the future take, the view that some of the digital assets held by the Fund are securities, which has adversely affected, and could adversely affect the value of such digital assets and the price of the Shares and result in potentially extraordinary, nonrecurring expenses to, or termination of, the Fund;

Extreme volatility of trading prices that many digital assets, including the Fund Components, have experienced in recent periods and may continue to experience, could have a material adverse effect on the value of the Shares and the Shares could lose all or substantially all of their value;

The medium-to-long term value of the Shares is subject to a number of factors relating to the capabilities and development of blockchain technologies and to the fundamental investment characteristics of digital assets;

The value of the Shares is dependent on the acceptance of digital assets, which represent a new and rapidly evolving industry;

Digital assets may have concentrated ownership and large sales or distributions by holders of any one digital asset, or any ability to participate in or otherwise influence any one digital asset’s underlying network, could have an adverse effect on the market price of such digital asset;

Recent developments in the digital asset economy have led to extreme volatility and disruption in digital asset markets, a loss of confidence in participants of the digital asset ecosystem, significant negative publicity surrounding digital assets broadly and market-wide declines in liquidity;

A temporary or permanent “fork” or a “clone” could adversely affect the value of the Shares;

The largely unregulated nature and lack of transparency surrounding the operations of Digital Asset Trading Platforms may adversely affect the value of digital assets and, consequently, the value of the Shares;

The value of the Shares relates directly to the value of the digital assets then held by the Fund, the value of which may be highly volatile and subject to fluctuations;

The limited history of the Index Prices;

Because of the holding period under Rule 144, the lack of an ongoing redemption program, and the Fund’s ability to halt creations from time to time, there is no arbitrage mechanism to keep the value of the Shares closely linked to the Index Prices (or Digital Asset Reference Rates, prior to July 1, 2025), and the Shares have historically traded at a substantial premium over, or a substantial discount to, the NAV per Share;

The Shares may trade at a price that is at, above or below the Fund’s NAV per Share as a result of the non-current trading hours between OTCQX and the Digital Asset Trading Platform Market;

Shareholders may suffer a loss on their investment if the Shares trade above or below the Fund’s NAV per Share;

Regulatory changes or actions by the U.S. Congress or any U.S. federal or state agencies may affect the value of the Shares or restrict the use of one or more digital assets, mining or validating activity or the operation of their networks or the Digital Asset Markets in a manner that adversely affects the value of the Shares;

Regulatory changes or other events in foreign jurisdictions may affect the value of the Shares or restrict the use of one or more digital assets, mining or validating activity or the operation of their networks or the Digital Asset Trading Platform Market in a manner that adversely affects the value of the Shares;

An Authorized Participant, the Fund or the Manager could be subject to regulation as a money service business or money transmitter, which could result in extraordinary expenses to the Authorized Participant, the Fund or the Manager and also result in decreased liquidity for the Shares;

Regulatory changes or interpretations could obligate the Fund or the Manager to register and comply with new regulations, resulting in potentially extraordinary, nonrecurring expenses to the Fund;

The Fund’s shareholders having different rights than those of shareholders governed by the laws of U.S. jurisdictions due to the Fund being a Cayman Islands limited liability company;

The Fund may be required to disclose information, including information relating to investors, to regulators;

Conflicts of interest may arise among the Manager or its affiliates and the Fund;

The Manager’s services may be discontinued, which could be detrimental to the Fund; and If the Custodian resigns or is removed by the Manager, or otherwise, without replacement, it could trigger early termination of the Fund.

The trading prices of many digital assets, including those held by the Fund, have experienced extreme volatility throughout their existence, including in recent periods, and may continue to do so. For instance, following significant increases throughout the majority of 2020, digital asset prices experienced significant volatility throughout 2021 and 2022. This volatility became extreme in November 2022, when FTX, then a major Digital Asset Trading Platform, halted customer withdrawals. See “—Recent developments in the digital asset economy have led to extreme volatility and disruption in digital asset markets, a loss of confidence in participants of the digital asset ecosystem, significant negative publicity surrounding digital assets broadly and market-wide declines in liquidity.” Digital asset prices have continued to fluctuate widely throughout 2023 and through the date of this Annual Report.

Extreme volatility in the future, including declines in the trading prices of the Fund Components, could have a material adverse effect on the value of the Shares and the Shares could lose all or substantially all of their value. Furthermore, negative perception, a lack of stability and standardized regulation in the digital asset economy may reduce confidence in the digital asset economy and may result in greater volatility in the prices of the Fund Components and other digital assets, including a depreciation in value. The Fund is not actively managed and will not take any actions to take advantage, or mitigate the impacts, of volatility in the prices of the Fund Components. For additional information that quantifies the volatility of the Fund Component prices and the value of the Shares, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Historical Fund Component Prices.”

Furthermore, changes in U.S. political leadership and economic policies may create uncertainty that materially affects the price of digital assets and the Fund’s Shares. For example, on March 6, 2025, President Trump signed an Executive Order to establish a Strategic Bitcoin Reserve and a United States Digital Asset Stockpile. Pursuant to this Executive Order, the Strategic Bitcoin Reserve will be capitalized with Bitcoin owned by the Department of Treasury that was forfeited as part of criminal or civil asset forfeiture proceedings, and the Secretaries of Treasury and Commerce are authorized to develop budget-neutral strategies for acquiring additional bitcoin, provided that those strategies impose no incremental costs on American taxpayers. Conversely, the Digital Asset Stockpile will consist of all digital assets other than Bitcoin owned by the Department of Treasury that were forfeited in criminal or civil asset forfeiture proceedings, but the U.S. government will not acquire additional assets for the U.S. Digital Asset Stockpile beyond those obtained through such proceedings. The anticipation of a U.S. government-funded strategic cryptocurrency reserve had motivated large-scale purchases of certain digital assets in the expectation of the U.S. government acquiring XRP to fund such reserve, and the market price of such digital assets decreased significantly as a result of the ultimate content of the Executive Order. Any similar action or omission by the U.S. federal administration or other government authorities with respect to XRP or other digital assets may negatively and significantly impact the price of digital assets and the Fund’s Shares.

Digital assets were only introduced within the past two decades, and the medium-to-long term value of the Shares is subject to a number of factors relating to the capabilities and development of blockchain technologies and to the fundamental investment characteristics of digital assets.

Digital Asset Networks and related protocols are in the early stages of development. Given the recency of the development of Digital Asset Networks and related protocols, digital assets and the underlying Digital Asset Networks and related protocols may not function as intended and parties may be unwilling to use digital assets, which would dampen the growth, if any, of Digital Asset Networks and related protocols.

The loss of access to a private key required to access a digital asset may be irreversible. If a private key is lost and no backup of the private key is accessible, or if the private key is otherwise compromised, the owner would be unable to access the digital assets held in the Digital Asset Account corresponding to that private key.

For Fund Components that operate on a PoW consensus model, digital asset mining operations can consume significant amounts of electricity, which may have a negative environmental impact and give rise to public opinion against allowing, or government regulations restricting, the use of electricity for mining operations. Additionally, miners may be forced to cease operations during an electricity shortage or power outage, or otherwise when the cost of electricity used in mining as compared to relevant digital asset prices makes mining that digital asset uneconomical.

Digital Asset Networks and related protocols are dependent upon the internet. A disruption of the internet or a Digital Asset Network or related protocol, would affect the ability to transfer digital assets, and, consequently, their value.

The acceptance of software patches or upgrades to a Digital Asset Network by a significant, but not overwhelming, percentage of the users, validators or miners in a Digital Asset Network, as applicable, could result in a “fork” in such Digital Asset Network’s blockchain, resulting in the operation of multiple separate blockchain networks.

Many digital asset networks face significant scaling challenges and are being upgraded with various features to increase the speed and throughput of digital asset transactions. These attempts to increase the volume of transactions may not be effective.

Upgrades and other changes to a Digital Asset Network or related protocol may not be successful. For example, the Ethereum network has implemented and is in the process of implementing a series of software upgrades and other changes to its source code, including to material portions of the source code. These upgrades have and will result in new iterations of the Ethereum network. Although some upgrades to the Ethereum network and other Digital Asset Networks and related protocols have been successfully implemented, previously successful upgrades do not guarantee that future upgrades will be successful or be implemented as currently contemplated, and any failure to successfully implement future changes, or implement them as currently intended, could have a material adverse effect on the value of Ether and other current or future Fund Components, as applicable, and therefore have a material adverse effect on the value of the Shares.

Developers and other users of Digital Asset Networks and related protocols are in the process of developing and making significant decisions that will affect the supply, issuance and rights of such network’s or protocol’s digital assets, and in some cases other protocols that use or rely on that Digital Asset Network. For example, certain DeFi protocols built on Digital Asset Networks depend on a process known as “liquidity mining” to operate. Users who engage in liquidity mining contribute tokens to a DeFi protocol’s digital asset pools, or otherwise interact with the DeFi protocol, and receive tokens in proportion to their transaction activity. Decisions regarding liquidity mining in a DeFi protocol or among DeFi protocols, including decisions regarding liquidity mining reward amounts and distribution decisions, could lead to a decline in the support and price of such digital asset as well as the digital asset native to the underlying Digital Asset Network on which the DeFi protocol operates.

Moreover, in the past, flaws in the source code for Digital Asset Networks and related protocols have been exposed and exploited, including flaws that disabled some functionality for users, exposed users’ personal information and/or resulted in the theft of users’ digital assets. The cryptography underlying the Digital Asset Networks and related protocols on which the Fund Components exist and rely could prove to be flawed or ineffective, or developments in mathematics and/or technology, including advances in digital computing, algebraic geometry and quantum computing, could result in such cryptography becoming ineffective. In any of these circumstances, a malicious actor may be able to take a Fund Component, which would adversely affect the value of the Shares. Moreover, functionality of the Digital Asset Network or protocol underlying a Fund Component may be negatively affected by such an exploit such that it is no longer attractive to users, thereby dampening demand for the relevant Fund Component. In addition, any reduction in confidence in the source code or cryptography underlying Digital Asset Networks and related protocols generally could negatively affect the demand for digital assets, including the Fund Components, and therefore adversely affect the value of the Shares.

The open-source structure of many Digital Asset Networks and related protocols, such as the Ethereum network, means that developers and other contributors are generally not directly compensated for their contributions in maintaining and developing such Digital Asset Networks or protocols. As a result, the developers of and other contributors to a particular Digital Asset Network or protocol may lack a financial incentive to maintain or develop the Digital Asset Network or protocol, or may lack the resources to adequately address emerging issues. Alternatively, some developers may be funded by companies whose interests are at odds with other participants in a particular Digital Asset Network or protocol. If a Digital Asset Network or protocol does not have attractive policies on supply and issuance of its related digital asset, there may not be sufficient support for such Digital Asset Network or protocol, which could lead to a decline in the support and price of such digital asset.

Moreover, because digital assets have existed for a short period of time and are continuing to be developed, there may be additional risks to Digital Asset Networks and related protocols, and therefore to digital assets that are Fund Components, that are impossible to predict as of the date of this Annual Report.

As of June 30, 2025, the Fund has not met its investment objective and the Shares quoted on OTCQX have not reflected the value of the digital assets held by the Fund, less the Fund’s expenses and other liabilities, but instead have traded at both premiums and discounts to such value, which at times have been substantial. The Fund is not managed like a business corporation or an active investment vehicle. As of June 30, 2025, 2024, and 2023, the Fund had unlimited Shares authorized and 15,867,400 Shares issued and outstanding.

Includes the total number of Shares that are not restricted securities as such term is defined under Rule 144.

Includes Cede & Co. as nominee for DTC for the Shares traded on OTCQX, but not its direct participants. Therefore, this number does not include the individual holders who have bought/sold Shares on OTCQX or transferred their eligible Shares to their brokerage accounts.

Effective June 5, 2025, the Fund Components consist of the digital assets that make up the CoinDesk 5 Index (the “CD5” or the “Index”). For the period from July 1, 2024 until June 5, 2025, and the years ended June 30, 2024 and 2023, the Fund determined which Fund Components to hold pursuant to the DLCS Methodology. Prior to the adoption of the DLCS Methodology, the Digital Asset Reference Rates used to value the Fund Components were Index Prices or, in the case of AVAX and DOT, an Old Indicative Price. In connection with the adoption of the DLCS Methodology, the Manager changed the Digital Asset Reference Rates used to value the Fund Components and as of the date of this Annual Report, each of the Digital Asset Reference Rates are Indicative Prices. See “Item 1. Business—Investment Objective” and “Item 1. Business—Valuation of Digital Assets and Determination of NAV” for additional information.

Prior to February 7, 2024, Principal Market NAV was referred to as NAV and Principal Market NAV per Share was referred to as NAV per Share. Prior to February 7, 2024, NAV was referred to as Digital Asset Holdings and NAV per Share was referred to as Digital Asset Holdings per Share.

As of June 30, 2025, the Fund had a net closing balance with a value of $774,814,558, based on the Digital Asset Reference Rates in effect under the DLCS Methodology (non-GAAP methodology). As of June 30, 2025, the Fund had a total market value of $777,222,526, based on the principal market prices of the Fund Components.

As of June 30, 2024, the Fund had a net closing balance with a value of $526,722,342, based on the Digital Asset Reference Rates in effect under the DLCS Methodology (non-GAAP methodology). As of June 30, 2024, the Fund had a total market value of $526,955,720, based on the principal market prices of the Fund Components.

As of June 30, 2023, the Fund had a net closing balance with a value of $272,757,436, based on the Digital Asset Reference Rates in effect under the DLCS Methodology (non-GAAP methodology). As of June 30, 2023, the Fund had a total market value of $272,631,615, based on the principal market prices of the Fund Components.

Prior to July 1, 2025, the Fund valued the Fund Components for operational purposes by reference to Digital Asset Reference Rates. The following table illustrates the movements in the Digital Asset Reference Rate for Bitcoin from July 1, 2020 to June 30, 2025. Prior to July 1, 2022, the Digital Asset Reference Rate for Bitcoin was an Index Price for Bitcoin. Effective July 1, 2022, the Digital Asset Reference Rate for Bitcoin is an Indicative Price for Bitcoin. As a result, the Digital Asset Reference Rates for Bitcoin for periods subsequent to July 1, 2022 are not directly comparable to the Digital Asset Reference Rates for Bitcoin for periods prior to July 1, 2022. During the period from July 1, 2020 to June 30, 2025, the Digital Asset Reference Rate has ranged from $9,032.59 to $111,516.97, with the straight average being $44,997.04 through June 30, 2025. The Manager has not observed a material difference between the Digital Asset Reference Rate and average prices from the Constituent Trading Platforms included in the relevant reference rate individually or as a group.

The following table illustrates the movements in the Digital Asset Market price of Bitcoin, as reported on the Fund’s principal market for Bitcoin, from July 1, 2020 to June 30, 2025. During such period, the price of Bitcoin has ranged from $9,031.09 to $111,241.94, with the straight average being $44,989.71.

Prior to July 1, 2025, the Fund valued the Fund Components for operational purposes by reference to Digital Asset Reference Rates. The following table illustrates the movements in the Digital Asset Reference Rate for Ether from July 1, 2020 to June 30, 2025. Prior to July 1, 2022, the Digital Asset Reference Rate for Ether was an Index Price for Ether. Effective July 1, 2022, the Digital Asset Reference Rate for Ether is an Indicative Price for Ether. As a result, the Digital Asset Reference Rates for Ether for periods subsequent to July 1, 2022 are not directly comparable to the Digital Asset Reference Rates for Ether for periods prior to July 1, 2022. During the period from July 1, 2020 to June 30, 2025, the Digital Asset Reference Rate has ranged from $225.27 to $4,776.32, with the straight average being $2,203.59 through June 30, 2025. The Manager has not observed a material difference between the Digital Asset Reference Rate and average prices from the Constituent Trading Platforms included in the relevant reference rate individually or as a group.

The following table illustrates the movements in the Digital Asset Market price of Ether, as reported on the Fund’s principal market for Ether, from July 1, 2020 to June 30, 2025. During such period, the price of Ether has ranged from $225.27 to $4,776.95, with the straight average being $2,203.74.

Prior to July 1, 2025, the Fund valued the Fund Components for operational purposes by reference to Digital Asset Reference Rates. The following table illustrates the movements in the Digital Asset Reference Rate from the addition of the token to the Fund’s portfolio on October 1, 2021 to June 30, 2025. Prior to July 1, 2022, the Digital Asset Reference Rate for SOL was an Index Price for SOL. Effective July 1, 2022, the Digital Asset Reference Rate for SOL is an Indicative Price for SOL. As a result, the Digital Asset Reference Rates for SOL for periods subsequent to July 1, 2022 are not directly comparable to the Digital Asset Reference Rates for SOL for periods prior to July 1, 2022. Since the token was added to the Fund’s portfolio, the Digital Asset Reference Rate for SOL has ranged from $8.37 to $274.68, with the straight average being $99.51 through June 30, 2025. The Manager has not observed a material difference between the Digital Asset Reference Rate for SOL and average prices from the Constituent Trading Platforms included in the relevant reference rate individually or as a group.

The following table illustrates the movements in the Digital Asset Market price of SOL, as reported on the Fund’s principal market for SOL, from the addition of the token to the Fund’s portfolio on October 1, 2021 to June 30, 2025. During such period, the price of SOL has ranged from $8.29 to $280.00, with the straight average being $99.51.

Prior to July 1, 2025, the Fund valued the Fund Components for operational purposes by reference to Digital Asset Reference Rates. Effective April 2, 2024, the Manager adjusted the Fund’s portfolio in connection with its quarterly review by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase XRP in accordance with the DLCS Methodology.

The following table illustrates the movements in the Digital Asset Reference Rate during the period from July 1, 2020 to January 3, 2021 and during the period from January 4, 2024 (when XRP was subsequently re-added to the Fund) to June 30, 2025. The Digital Asset Reference Rate for XRP is an Indicative Price for XRP. The Digital Asset Reference Rate for XRP has ranged from $0.17 to $3.29, with the straight average being $1.03 for the periods July 1, 2020 through January 3, 2021 and January 4, 2024 through June 30, 2025. The Manager has not observed a material difference between the Digital Asset Reference Rate for XRP and average prices from the Constituent Trading Platforms included in the relevant reference rate individually or as a group.

The following table illustrates the movements in the Digital Asset Market price of XRP, as reported on the Fund’s principal market for XRP, during the period from July 1, 2020 to January 3, 2021 and during the period from January 4, 2024 (when XRP was subsequently re-added to the Fund) to June 30, 2025. The price of XRP has ranged from $0.17 to $3.29, with the straight average being $1.03 for the periods July 1, 2020 through January 3, 2021 and January 4, 2024 through June 30, 2025.

Effective January 3, 2021, the Manager adjusted the Fund’s portfolio by selling XRP and using the cash proceeds to purchase certain amounts of the other existing Fund Components in proportion to their respective weightings, in accordance with the Target Coverage Ratio Methodology. As a result of the rebalancing, XRP was removed from the Fund. Effective January 4, 2024, the Manager adjusted the Fund’s portfolio in connection with its quarterly review by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase XRP in accordance with the DLCS Methodology.

Cardano

Prior to July 1, 2025, the Fund valued the Fund Components for operational purposes by reference to Digital Asset Reference Rates. The following table illustrates the movements in the Digital Asset Reference Rate from the addition of the token to the Fund’s portfolio on July 1, 2021 to April 2, 2024 (when ADA was removed from the Fund), and the period from January 4, 2025 (when ADA was subsequently re-added to the Fund) to June 30, 2025. Prior to July 1, 2022, the Digital Asset Reference Rate for ADA was an Index Price for ADA. Effective July 1, 2022, the Digital Asset Reference Rate for ADA is an Indicative Price for ADA. As a result, the Digital Asset Reference Rates for ADA for periods subsequent to July 1, 2022 are not directly comparable to the Digital Asset Reference Rates for ADA for periods prior to July 1, 2022. The Digital Asset Reference Rate for ADA has ranged from $0.24 to $2.99, with the straight average being $0.75 for the periods from July 1, 2021 through April 2, 2024 and January 4, 2025 through June 30, 2025.The Manager has not observed a material difference between the Digital Asset Reference Rate for ADA and average prices from the Constituent Trading Platforms included in the relevant reference rate individually or as a group.

The following table illustrates the movements in the Digital Asset Market price of ADA, as reported on the Fund’s principal market for ADA, from the addition of the token to the Fund’s portfolio on July 1, 2021 through April 2, 2024 (when ADA was removed from the Fund) and January 4, 2025 (when ADA was subsequently re-added to the Fund) through June 30, 2025. The price of ADA has ranged from $0.24 to $2.99 , with the straight average being $0.75 for the periods from July 1, 2021 through April 2, 2024 and January 4, 2025 through June 30, 2025.

Effective July 1, 2021, the Manager adjusted the Fund’s portfolio in connection with its quarterly review by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase ADA in accordance with the Target Coverage Ratio Methodology. Effective April 2, 2024, the Manager adjusted the Fund’s portfolio by selling ADA and using the cash proceeds to purchase certain amounts of the other existing Fund Components in proportion to their respective weightings, in accordance with the DLCS Methodology. As a result of the rebalancing, ADA was removed from the Fund. Effective January 4, 2025, the Manager adjusted the Fund’s portfolio in connection with its quarterly review by selling the existing Fund Components in proportion to their respective weightings and using the cash proceeds to purchase ADA in accordance with the DLCS Methodology.

Avalanche

Prior to July 1, 2025, the Fund valued the Fund Components for operational purposes by reference to Digital Asset Reference Rates. The following table illustrates the movements in the Digital Asset Reference Rate from the addition of the token to the Fund’s portfolio on April 5, 2022 (when AVAX was initially added to the Fund) to January 3, 2025 (when AVAX was subsequently removed from the Fund), and during the period from January 4, 2024 (when AVAX was subsequently re-added to the Fund) to June 30, 2025. Prior to July 1, 2022, the Digital Asset Reference Rate for AVAX was an Old Indicative Price for AVAX. Effective July 1, 2022, the Digital Asset Reference Rate for AVAX is an Indicative Price for AVAX. As a result, the Digital Asset Reference Rates for AVAX for periods subsequent to July 1, 2022 are not directly comparable to the Digital Asset Reference Rates for AVAX for periods prior to July 1, 2022. The Digital Asset Reference Rate for AVAX has ranged from $10.79 to $95.06, with the straight average being $30.66 for the periods April 5, 2022 through January 4, 2023 and January 4, 2024 through January 3, 2025. The Manager has not observed a material difference between the Digital Asset Reference Rate for AVAX and average prices from the Constituent Trading Platforms included in the relevant reference rate individually or as a group.

The following table illustrates the movements in the Digital Asset Market price of AVAX, as reported on the Fund’s principal market for AVAX, during the period from April 5, 2022 (when AVAX was initially added to the Fund) to January 4, 2023 and during the period from January 4, 2024 (when AVAX was subsequently re-added to the Fund) to January 3, 2025 (when AVAX was subsequently removed from the Fund). The price of AVAX has ranged from $10.76 to $93.01, with the straight average being $30.59 for the periods April 5, 2022 through January 4, 2023 and January 4, 2024 through January 3, 2025.

Secondary Market Trading

Historically, the Fund’s Shares have been quoted on OTCQX under the symbol “GDLC” since November 22, 2019. The Fund’s previous trading symbol was “GDLCF” on OTCQX and was changed to “GDLC” on April 14, 2020. The Fund’s Shares have been quoted on OTCQX since November 22, 2019. The price of the Shares as quoted on OTCQX has varied significantly from the NAV per Share.

For example, from July 1, 2022 to June 30, 2025, the Shares quoted on OTCQX traded at a discount to the value of the Fund’s NAV per Share based on the DLCS Methodology (changed to the CD5 Methodology effective June 5, 2025). From July 1, 2022 to June 30, 2025, the maximum discount of the closing price of the Shares quoted on OTCQX below the value of the Fund’s NAV per Share was 63% based on the DLCS Methodology (changed to the CD5 Methodology effective June 5, 2025) and the average discount was 35% based on the DLCS Methodology (changed to the CD5 Methodology effective June 5, 2025). The closing price of the Shares, as quoted on OTCQX at 4:00 p.m., New York time, on each business day, between July 1, 2022 and June 30, 2025, has been quoted at a discount on 751 days. As of June 30, 2025, the last business day of the period, the Fund’s Shares were quoted on OTCQX at a discount of 2% to the Fund’s NAV per Share.

From and after July 1, 2025, the value of the Fund Components is determined by reference to Index Prices, as the Fund has transitioned from the DLCS to the CD5. From July 1, 2025 to September 2, 2025, the Shares quoted on OTCQX traded at both discounts and premiums to the value of the Fund’s NAV per Share based on the CD5 Methodology. From July 1, 2025 to September 2, 2025, the maximum premium of the closing price of the Shares quoted on OTCQX over the value of the Fund’s NAV per Share was less than 1% based on the CD5 Methodology, the average premium was less than 1%, the maximum discount of the closing price of the Shares quoted on OTCQX below the value of the Fund’s NAV per Share was 10% based on the CD5 Methodology, and the average discount was 6%. As of September 2, 2025, the Fund’s Shares were quoted on OTCQX at a discount of 8% to the Fund’s NAV per Share based on the CD5 Methodology.

Historically, the Fund has not met its investment objective and, prior to their uplisting to NYSE Arca on September 19, 2025, the Shares quoted on OTCQX did not reflect the value of the digital assets held by the Fund, less the Fund’s expenses and other liabilities, but instead traded at both premiums and discounts to such value, which at times were substantial, although the Manager has observed that the Fund has begun to meet its investment objective more closely following the uplisting of the Shares to NYSE Arca.

The cost basis of each Fund Component received by the Fund in connection with a creation order is recorded by the Fund at the fair value of such Fund Component at 4:00 p.m., New York time, on the creation date for financial reporting purposes. The cost basis recorded by the Fund may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors.

Prior to February 7, 2024, Principal Market NAV was referred to as NAV and Principal Market NAV per Share was referred to as NAV per Share. Prior to February 7, 2024, NAV was referred to as Digital Asset Holdings and NAV per Share was referred to as Digital Asset Holdings per Share.

(3)

As of December 31, 2025, the Fund had a net closing balance with a value of $538,817,540, based on the Index Prices in effect under the CD5 Methodology (non-GAAP methodology). As of December 31, 2025, the Fund had a total market value of $538,856,356, based on the principal market prices of the Fund Components.

As of December 31, 2024, the Fund had a net closing balance with a value of $740,237,525, based on the Index Prices in effect under the CD5 Methodology (non-GAAP methodology). As of December 31, 2024, the Fund had a total market value of $738,200,454, based on the principal market prices of the Fund Components.

Cardano

The Fund’s performance prior to September 19, 2025 is based on market-determined prices on the OTCQX marketplace and on the Fund’s performance without an ongoing share creation and redemption program. Prior to September 19, 2025, the Fund’s Shares traded at both premiums and discounts to the value of the Fund Components, less its expenses and other liabilities, which at times were substantial, in part due to the lack of an ongoing redemption program. Effective as of September 19, 2025, the Fund established an ongoing share creation and redemption program and the Shares of the Fund were listed to NYSE Arca. Hence, the Fund’s performance for periods prior to September 19, 2025 is not directly comparable to, and should not be used to make conclusions in conjunction with, the Fund’s performance for periods subsequent to September 19, 2025.