UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

December 9, 2021

Date of report (Date of earliest event reported)

Grayscale Ethereum Classic Trust (ETC)

(Exact name of registrant as specified in its charter)

290 Harbor Drive, 4^th Floor

Stamford, Connecticut 06902

(Address of Principal Executive Offices) (Zip Code)

(212) 668-1427

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

          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. ☐

Item 8.01. Other Events.

Pursuant to Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), Grayscale Ethereum Classic Trust (ETC) (the “Trust”) has been subject to a minimum one year holding period for the equal, fractional, undivided interests in the profits, losses, distributions, capital and assets of, and ownership of, the Trust (“Shares”) purchased from the Trust. Rule 144(d)(1)(i) sets a six-month holding period for securities sold by an issuer that has been subject to the reporting requirements under section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for a period of at least 90 days. The Trust filed its registration statement on Form 10 to register its Shares pursuant to Section 12(g) of the Exchange Act on July 12, 2021, and the registration statement became effective on September 10, 2021, making the Trust, as of September 10, 2021, subject to the reporting requirements of Section 13 under the Exchange Act. On December 9, 2021, the applicable holding period for the Shares changed because the Trust has been subject to the reporting requirements of Section 13 under the Exchange Act for a period of 90 days. As a result, beginning December 9, 2021, a minimum six-month holding period applies to all Shares purchased from the Trust, including all Shares purchased prior to June 9, 2021, in addition to other restrictions that may be required by Rule 144. As of December 9, 2021, there were 12,081,583 Shares freely tradable and unrestricted, and a total of 13,993,800 issued and outstanding. As of June 9, 2021, there were a total of 13,993,800 Shares issued and outstanding.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 10, 2021

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