Amended Securities Registration (section 12(g)) (10-12g/a)
November 29 2021 - 8:28AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 29, 2021
File No. 000-56284
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 3
to
FORM 10
GENERAL FORM
FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Grayscale
Digital Large Cap Fund LLC
(Exact Name of Registrant as Specified in Its Charter)
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Cayman Islands
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98-1406784
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(State or Other Jurisdiction of
Incorporation or Organization)
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(U.S. Taxpayer
Identification No.)
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290 Harbor Drive 4th Floor
Stamford, Connecticut
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06902
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(Address of Principal Executive Offices)
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(Zip Code)
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(212) 668-1427
(Registrants telephone number, including area code)
Copies to:
Joseph
A. Hall
Davis Polk & Wardwell LLP
450 Lexington Avenue
New
York, New York 10017
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act: Grayscale Digital Large Cap Fund LLC Shares
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☒
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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 7(a)(2)(B) of the Securities Act. ☒
EXPLANATORY NOTE
Grayscale Digital Large Cap Fund LLC (the Fund) is voluntarily filing this Amendment No. 3 to Registration of Securities on Form
10, or this Registration Statement, to register its equal, fractional, undivided interests (Shares) pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act).
The Fund initially filed this Registration Statement on May 13, 2021 and became effective 60 days after the original filing date. The Fund is
now subject to the requirements of Regulation 13A under the Exchange Act, which requires it to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and to comply with all other obligations of the
Exchange Act applicable to issuers filing Registration Statements pursuant to Section 12(g) of the Exchange Act.
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
CROSS REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
We have filed our Information Statement as Exhibit 99.1 to this Form 10. For your convenience, we have provided below a cross-reference sheet
identifying where the items required by Form 10 can be found in our Information Statement. None of the information contained in the Information Statement shall be incorporated by reference herein or deemed to be a part hereof unless such information
is specifically incorporated by reference.
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Item No.
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Item Caption
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Location in Information Statement
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1.
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Business.
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The following sections of our Information Statement are hereby incorporated by reference: Forward-Looking Statements, Determination of NAV, Overview, Risk Factors, Overview of
the Digital Asset Industry and Market, Activities of the Fund, Description of the Fund, The Manager, The Transfer Agent, Authorized Participants, The Custodian, The
Distributor and Marketer, Custody of the Funds Digital Assets, Description of Creation of Shares, Valuation of Digital Assets and Determination of Digital Asset Holdings, Fund Expenses,
Statements, Filings and Reports, Description of the LLC Agreement and Where You Can Find More Information.
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1A.
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Risk Factors.
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The following sections of our Information Statement are hereby incorporated by reference: Forward-Looking Statements and Risk Factors.
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2.
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Financial Information.
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The following sections of our Information Statement are hereby incorporated by reference: Determination of NAV, Overview, Risk Factors, Managements Discussion and Analysis of Financial
Condition and Results of Operations, Valuation of Digital Assets and Determination of Digital Asset Holdings, and Index to Financial Statements and the statements referenced therein.
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3.
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Properties.
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None.
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4.
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Security Ownership of Certain Beneficial Owners and Management.
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The following section of our Information Statement is hereby incorporated by reference: Conflicts of Interest.
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Item No.
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Item Caption
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Location in Information Statement
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5.
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Directors and Executive Officers.
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The following sections of our Information Statement are hereby incorporated by reference: The Manager.
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6.
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Executive Compensation.
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The following sections of our Information Statement are hereby incorporated by reference: Fund Expenses.
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7.
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Certain Relationships and Related Transactions, and Director Independence.
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The following sections of our Information Statement are hereby incorporated by reference: The Manager and Conflicts of Interest.
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8.
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Legal Proceedings.
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None.
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9.
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Market Price of and Dividends on the Registrants Common Equity and Related Stockholder Matters.
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The following sections of our Information Statement are hereby incorporated by reference: Managements Discussion and Analysis of Financial Condition and Results of Operations.
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10.
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Recent Sales of Unregistered Securities.
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The following sections of our Information Statement are hereby incorporated by reference: Description of the Shares.
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11.
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Description of Registrants Securities to be Registered.
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The following sections of our Information Statement are hereby incorporated by reference: Description of the Shares, Description of Creation of Shares and Description of the LLC
Agreement.
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12.
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Indemnification of Directors and Officers.
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The following section of our Information Statement is hereby incorporated by reference: Description of the LLC Agreement.
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13.
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Financial Statements and Supplementary Data.
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The following section of our Information Statement is hereby incorporated by reference: Index to Financial Statements and the statements referenced therein.
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14.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
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Not Applicable.
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15.
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Financial Statements and Exhibits.
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The following sections of our Information Statement are hereby incorporated by reference: Index to Financial Statements and the statements referenced therein.
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(a) List of Financial Statements and Schedules: The following financial statements are included in the
Information Statement and filed as part of this Registration Statement on Form 10:
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Grayscale Digital Large Cap Fund LLC Unaudited Interim Financial Statements
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Statements of Assets and Liabilities at March 31, 2021 and June 30, 2020
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Schedules of Investments at March 31, 2021 and June 30, 2020
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Statements of Operations for the three and nine months ended March 31, 2021 and 2020
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Statements of Changes in Net Assets for the three and nine months ended March 31, 2021 and
2020
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Notes to Unaudited Financial Statements
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Grayscale Digital Large Cap Fund
LLC Annual Financial Statements
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Report of Independent Registered Public Accounting Firm
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Statements of Assets and Liabilities at June 30, 2020 and 2019
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Schedules of Investments at June 30, 2020 and 2019
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Statements of Operations for the years ended June 30, 2020 and 2019
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Statements of Changes in Net Assets for the years ended June 30, 2020 and 2019
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Notes to Financial Statements
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(b) Exhibits. The following documents are filed as exhibits hereto:
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Portions of this exhibit (indicated by asterisks) have been omitted as the Registrant has determined that
(i) the omitted information is not material and (ii) the omitted information would likely cause competitive harm to the Registrant if publicly disclosed.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly authorized.
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Grayscale Investments, LLC
as Manager of Grayscale Digital Large Cap Fund LLC
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By:
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/s/ Michael Sonnenshein
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Name:
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Michael Sonnenshein
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Title:
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Chief Executive Officer*
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Date: November 29, 2021
*
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The Registrant is a fund and the signatory is signing in his capacity as officer of Grayscale Investments, LLC,
the Manager of the Registrant.
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