GDLCHIGH SIGNALREGULATORY10-K

The SEC approved GDLC's NYSE Arca listing application but then imposed a stay to review the approval, creating significant regulatory uncertainty around the fund's exchange listing ambitions.

This represents a major development where GDLC received the coveted SEC approval for exchange listing but then faced an immediate reversal with a stay order pending further review. The regulatory whiplash creates substantial uncertainty about whether GDLC will achieve its goal of becoming an exchange-traded fund, which would dramatically improve liquidity and accessibility for investors.

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FINANCIAL ANALYSIS

Total assets surged 47.5% to $777.2M, indicating strong investor demand and capital inflows despite the regulatory uncertainty surrounding the exchange listing approval and subsequent stay. This substantial asset growth suggests investors remain confident in the fund's prospects even amid the SEC's mixed signals, though the lack of exchange listing may continue to limit liquidity and create trading discounts to net asset value.

FINANCIAL STATEMENT CHANGES
Total Assets
Balance Sheet
+47.5%
$527.0M→$777.2M

Asset base grew 47.5% — expansion through organic growth, acquisitions, or capital deployment.

LANGUAGE CHANGES
NEW — 2025-09-05
PRIOR — 2024-09-06
ADDED
This Annual Report supplements and, where applicable, amends the Memorandum, as defined in the Fund s Second Amended and Restated Limited Liability Company Agreement, for general purposes.
Securities and Exchange Commission (the SEC ), through its Division of Trading and Markets acting pursuant to delegated authority, approved the application to list Grayscale Digital Large Cap Fund LLC (the Fund ) on NYSE Arca, Inc.
Shortly thereafter, the Commission issued a notice indicating that it would review the approval order, and imposed a stay on such order during its review.
Grayscale Investments Sponsors, LLC, the manager of the Fund, remains committed to pursuing the listing of the Fund on NYSE Arca and continues to work closely with key stakeholders to obtain approval of the application.
Further, on July 21, 2020, the Fund registered with the Cayman Islands Monetary Authority (the Authority ) under the Private Funds Act (reference number: 1688783) and is registered and regulated as a private fund under the Private Funds Act (As Revised) of the Cayman Islands (the Private Funds Act ).
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REMOVED
All statements (other than statements of historical fact) included in this Annual Report that address activities, events or developments that will or may occur in the future, including such matters as changes in market prices and conditions, the Fund s operations, the plans of Grayscale Investments, LLC (the Manager ) and references to the Fund s future success and other similar matters are forward-looking statements.
federal or state agencies that 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; changes in the policies of the U.S.
This Annual Report supplements, and where applicable amends, the Memorandum, as defined in the Fund s Second Amended and Restated Limited Liability Company Agreement, for general purposes.
Because the Fund does not believe that the SEC would, at this time, entertain an application for the waiver of rules needed in order to operate an ongoing redemption program, the Fund currently has no intention of seeking regulatory approval from the SEC to operate an ongoing redemption program.
Further, the Fund is registered and regulated as a private fund under the Private Funds Act (As Revised) of the Cayman Islands (the Private Funds Act ).
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