Important Information
Grayscale Investments, LLC (“Grayscale”) is the sponsor of Grayscale Bitcoin Trust (BTC), Grayscale Bitcoin Cash Trust (BCH), Grayscale Ethereum Trust (ETH), Grayscale Ethereum Classic Trust (ETC), Grayscale Horizen Trust (ZEN), Grayscale Litecoin Trust (LTC), Grayscale Stellar Lumens Trust (XLM), Grayscale XRP Trust (XRP) and Grayscale Zcash Trust (ZEC), and the manager of Grayscale Digital Large Cap Fund LLC. The trusts and the fund are collectively referred to herein as the “Products”. Any Product currently offering share creations is referred to herein as an “Offered Product”.
The Products are private investment vehicles. Shares of Grayscale Bitcoin Trust (BTC) and Grayscale Digital Large Cap Fund LLC, which are only offered on a periodic basis, are publicly quoted under the symbols: GBTC and GDLC, respectively. Except for Grayscale Bitcoin Trust (BTC), the Products are NOT registered with the Securities and Exchange Commission (“SEC”) or any other regulatory agency in any jurisdiction, and are NOT subject to the same regulatory requirements as SEC-registered exchange traded funds or mutual funds, including any requirement to provide certain periodic and standardized pricing and valuation information to investors. Shares of the Products are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. Investments in the Products are speculative investments that involve high degrees of risk.
The shares of each Product are intended to reflect the price of the digital asset(s) held by such Product (based on digital asset(s) per share), less such Product’s expenses and other liabilities. However, because none of the Products currently operates a redemption program, there can be no assurance that the value of the shares of such Product will approximate the value of the digital asset(s) held by such Product, less such Product’s expenses and other liabilities, and the shares of such Product may trade at a substantial premium over, or a substantial discount to, the value of the digital asset(s) held by such Product, less such Product’s expenses and other liabilities. Moreover, the prices of the underlying digital assets are derived from third-party indices and reference rates, and no assurance can be given as to the accuracy of these prices.
The Products are passive investment vehicles and their shares may be adversely affected by losses that, had they been actively managed, might have been avoidable. To the extent of the Fund Construction Criteria described in its Offering Documents, Grayscale Digital Large Cap Fund LLC is actively managed using proprietary investment strategies and processes. There can be no guarantee that these strategies and processes will produce the intended results and no guarantee that the fund will achieve its investment objective. This could result in the fund’s underperformance compared to other funds with similar investment objectives.
Investors in any Product must have the financial ability, sophistication, experience and willingness to bear the risks of an investment in that Product. Any offering or solicitation of an Offered Product will be made only to certain qualified investors who are “accredited investors” as defined under Regulation D of the Securities Act of 1933 (the “Securities Act”). Qualified investors may only invest in an Offered Product pursuant to documentation made available by Grayscale, which should be read in its entirety. Information provided about an Offered Product is not intended to be, nor should it be construed or used as, investment, tax or legal advice, an investment recommendation, or an offer to sell, or a solicitation of an offer to buy, shares in any Offered Product. Any offer to sell or solicitation of an offer to buy shares in any Offered Product is made only by delivery to qualified investors of the offering documents for that Offered Product (the “Offering Documents”), which contain material information not available on this website and which, in the event of conflict, supersede any information available on this website in its entirety. In making an investment decision, investors must rely on their own examination of the applicable Offered Product and the terms of the offering contemplated by the applicable Offering Documents, including the risks involved.
The shares of each Product are not registered under the Securities Act, the Securities Exchange Act of 1934 (the “Exchange Act”) (except for Grayscale Bitcoin Trust (BTC), the Investment Company Act of 1940, or any state securities laws. The Offered Products are being offered in private placements pursuant to the exemption from registration provided by Rule 506(c) under Regulation D of the Securities Act. As a result, the shares of each Offered Product are restricted and subject to significant limitations on resales and transfers. Potential investors in any Offered Product should carefully consider the long term nature of an investment in that Product prior to making an investment decision.
Shares in the Products have not been recommended by any U.S. federal or state or non-U.S. securities commission or regulatory authority, including the SEC. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information on this website or in the Offering Documents. Any representation to the contrary is a criminal offense.
Shares of Grayscale Bitcoin Trust (BTC) are quoted on the OTCQX® market and subject to SEC reporting standards. Shares of Grayscale Ethereum Trust (ETH), Grayscale Ethereum Classic Trust (ETC), and Grayscale Digital Large Cap Fund LLC are quoted on the OTCQX® market under the OTC Market’s Alternative Reporting Standards, which do not require the same level of public disclosure as the standards applicable to SEC-registered investment vehicles.
Grayscale is a subsidiary of Digital Currency Group, Inc. (“DCG”). DCG has interests in multiple digital currency ventures in addition to Grayscale. CoinDesk, the leading digital media, events and information services company for the digital asset and blockchain technology community, is also a subsidiary of DCG. CoinDesk is editorially independent from DCG and Grayscale, and any views or opinions expressed by CoinDesk are not the views or opinions of Grayscale.
Prospective investors in any Product should carefully note the following:
- Each Product represents a speculative investment and involves a high degree of risk.
- Investors could lose all or a substantial portion of their investment. Investors must have the financial ability, sophistication, experience and willingness to bear the risks of an investment in any Product. In particular, each Product invests in digital assets. The trading prices of many digital assets have experienced extreme volatility in recent periods and may continue to do so. In light of recent steep increases in the value of certain digital assets, multiple market observers have asserted that digital assets are currently experiencing a “bubble.” If these observers are correct, trading prices for the digital assets held by the Products could experience steep declines in value and the Products’ shares could lose all or substantially all of their value.
- An investment in any Product should be discretionary capital set aside strictly for speculative purposes.
- Each Product has a limited operating and performance history.
- Grayscale has authority over the management of each Product and shareholders’ rights are extremely limited.
- Each Product may involve a complex tax structure, which should be reviewed carefully, and may involve structures or strategies that may cause delays in important tax information being sent to investors.
- Each Product’s fees and expenses (which may be substantial regardless of any returns on investment) will be paid using that Product’s assets, which will reduce the assets of that Product and the corresponding value of your investment, all else being equal.
- Each Product and Grayscale, and their advisors and agents, are or may be subject to various conflicts of interest.
The above summary is not a complete list of the risks and other important factors relevant to an investment in any Product. For the Offered Products, more complete disclosures are contained in their private placement memorandum and other Offering Documents, copies of which may be obtained from Grayscale. For Grayscale Bitcoin Trust (BTC), additional information is available in its annual report on Form 10-K and quarterly reports on Form 10-Q on the SEC’s website. For Grayscale Ethereum Trust (ETH), Grayscale Ethereum Classic Trust (ETC), and Grayscale Digital Large Cap Fund LLC, additional information is available in their annual and quarterly reports on the OTC Markets website, www.otcmarkets.com; such reports are not prepared in accordance with SEC requirements and may not contain all information that is useful for an informed investment decision. Past performance is not indicative of future results.
