GRAYSCALE LITECOIN TRUST (LTC) : Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On October 3, 2022, Grayscale Investments, LLC, the sponsor (the “Sponsor”) of
Grayscale Litecoin Trust (LTC) (the “Trust”) entered into a distribution and
marketing agreement (the “Distribution and Marketing Agreement”) with Grayscale
Securities, LLC, a Delaware limited liability company, (“Grayscale Securities“)
to assist the Sponsor in distributing the shares of the Trust (the “Shares”),
developing an ongoing marketing plan for the Trust, preparing marketing
materials regarding the Shares, including the content on the Trust’s website,
and executing the marketing plan for the Trust. As a result, effective October
3, 2022, Grayscale Securities is the distributor and marketer of the Shares.
Grayscale Securities is a registered broker-dealer with the SEC and is a member
of FINRA.

On October 3, 2022, the Sponsor entered into a participant agreement (the
“Participant Agreement”) with Grayscale Securities, pursuant to which Grayscale
Securities has agreed to act as an authorized participant of the Trust (in such
capacity, the “Authorized Participant”). The Participant Agreement provides the
procedures for the creation of Shares of the Trust through the Authorized
Participant, which are substantially similar to the procedures for the creation
of Shares set forth in the Trust’s existing participant agreement with Genesis
Global Trading, Inc. (“Genesis”), except that the Authorized Participant may
engage one or more service providers (any such service provider, a “Liquidity
Provider”) to source Litecoin on behalf of the Authorized Participant in
connection with the creation of Shares. In addition to being a registered
broker-dealer and entering into a Participant Agreement with the Sponsor,
Grayscale Securities or its Liquidity Provider will own a LTC wallet address
that is known to Coinbase Custody Trust Company, LLC, the custodian of the
Trust, as belonging to the Authorized Participant or its Liquidity Provider.
Effective October 3, 2022, Grayscale Securities is the only acting Authorized
Participant of the Trust. Grayscale Securities has engaged Genesis as a
Liquidity Provider.

Grayscale Securities is a wholly-owned subsidiary of the Sponsor and is an
affiliate and related party of the Trust. While the Index Provider (as defined
in the Trust’s Annual Report on Form 10-K for the year ended June 30, 2022 (the
“Annual Report”)) does not currently utilize data from over-the-counter markets
or derivatives platforms, it may decide to include pricing and trading data from
such markets or platforms in the future, which could include Grayscale
Securities and/or Genesis. In addition, several employees of the Sponsor and the
Sponsor’s parent company, Digital Currency Group Inc., are FINRA-registered
representatives who will maintain their FINRA licenses through Grayscale
Securities in the future.

The foregoing description is a summary, and does not purport to be a complete
description, of each of the Distribution and Marketing Agreement or the
Participant Agreement, and is qualified in its entirety by reference to the
Distribution and Marketing Agreement, dated October 3, 2022, and the Participant
Agreement, dated October 3, 2022, which are filed as Exhibit 4.1 and 10.1,
respectively, hereto and are incorporated by reference herein. Capitalized terms
used but not defined herein have the meanings set forth in the Annual Report.

Item 1.02. Termination of a Material Definitive Agreement.

On October 3, 2022, in connection with the entry into the Distribution and
Marketing Agreement with Grayscale Securities, the Sponsor and Genesis agreed to
terminate the distribution and marketing agreement, dated November 15, 2019,
among the Sponsor, the Trust and Genesis, pursuant to which Genesis assisted the
Sponsor in distributing the Shares. As a result, effective October 3, 2022,
Genesis is no longer acting as the distributor and marketer of the Shares of the
Trust.

On October 3, 2022, the Sponsor and Genesis agreed to terminate the participant
agreement, dated January 11, 2019, among the Sponsor, the Trust and Genesis,
which provided the procedures for the creation of Shares. As a result, effective
October 3, 2022, Genesis is no longer acting as an Authorized Participant of the
Trust but will continue to serve as a Liquidity Provider.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.                                 Description
4.1             Participant Agreement, dated October 3, 2022, between the Sponsor and
              Grayscale Securities, LLC, as an Authorized Participant
10.1            Distribution and Marketing Agreement, dated October 3, 2022, between
              the Sponsor and Grayscale Securities, LLC
104           Cover Page Interactive Data File (the cover page XBRL tags are embedded
              within the inline XBRL document)

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