As filed with the Securities and Exchange Commission on May 4, 2022

File No. 000-          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10

 

 

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

Grayscale Stellar Lumens Trust (XLM)

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware   83-6545098

(State or Other Jurisdiction of

Incorporation or Organization)

  

(U.S. Taxpayer

Identification No.)

290 Harbor Drive, 4th Floor
Stamford, Connecticut		   06902
(Address of Principal Executive Offices)   (Zip Code)

(212) 668-1427

(Registrant’s telephone number, including area code)

 

 

Copies to:

Joseph A. Hall

Hillary A. Coleman

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 Stellar Lumens Trust (XLM) 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.

 

Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated filer   ☒    Smaller reporting company   ☐
     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 7(a)(2)(B) of the Securities Act.  ☒

 

 

 

EXPLANATORY NOTE

Grayscale Stellar Lumens Trust (XLM) (the “Trust”) is voluntarily filing this Registration of Securities on Form 10, or this “Registration Statement,” to register its common units of fractional undivided beneficial interest (“Shares”) pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Once this Registration Statement becomes effective, the Trust will be subject to the requirements of Regulation 13A under the Exchange Act, which will require 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.

 

Item No.

   

Item Caption

   

Location in Information Statement

1.    Business.    The following sections of our Information Statement are hereby incorporated by reference: “Forward-Looking Statements,” “Determination of NAV,” “Overview,” “Risk Factors,” “Overview of Stellar Lumens,” “Activities of the Trust,” “Description of the Trust,” “The Sponsor,” “The Trustee,” “The Transfer Agent,” “The Authorized Participant,” “The Custodian,” “The Distributor and Marketer,” “Custody of the Trust’s XLM,” “Description of Creation of Shares,” “Valuation of XLM and Determination of Digital Asset Holdings,” “Expenses; Sales of XLM,” “Statements, Filings and Reports,” “Description of Trust Documents” and “Where You Can Find More Information.”
1A.    Risk Factors.    The following sections of our Information Statement are hereby incorporated by reference: “Forward-Looking Statements” and “Risk Factors.”
2.    Financial Information.    The following sections of our Information Statement are hereby incorporated by reference: “Determination of NAV,” “Overview,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Valuation of XLM and Determination of Digital Asset Holdings,” and “Index to Financial Statements” and the statements referenced therein.
3.    Properties.    None.
4.    Security Ownership of Certain Beneficial Owners and Management.    The following section of our Information Statement is hereby incorporated by reference: “Conflicts of Interest.”

Item No.

   

Item Caption

   

Location in Information Statement

5.    Directors and Executive Officers.    The following sections of our Information Statement are hereby incorporated by reference: “The Sponsor.”
6.    Executive Compensation.    The following sections of our Information Statement are hereby incorporated by reference: “Expenses; Sales of XLM.”
7.    Certain Relationships and Related Transactions, and Director Independence.    The following sections of our Information Statement are hereby incorporated by reference: “The Sponsor” and “Conflicts of Interest.”
8.    Legal Proceedings.    None.
9.    Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.    The following sections of our Information Statement are hereby incorporated by reference: “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
10.    Recent Sales of Unregistered Securities.    The following sections of our Information Statement are hereby incorporated by reference: “Description of the Shares.”
11.    Description of Registrant’s Securities to be Registered.    The following sections of our Information Statement are hereby incorporated by reference: “Description of the Shares,” “Description of Creation of Shares” and “Description of Trust Documents.”
12.    Indemnification of Directors and Officers.    The following section of our Information Statement is hereby incorporated by reference: “Description of Trust Documents.”
13.    Financial Statements and Supplementary Data.    The following section of our Information Statement is hereby incorporated by reference: “Index to Financial Statements” and the statements referenced therein.
14.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.    Not Applicable.
15.    Financial Statements and Exhibits.    The following sections of our Information Statement are hereby incorporated by reference: “Index to Financial Statements” and the statements referenced therein.

(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:

Grayscale Stellar Lumens Trust (XLM) Unaudited Interim Financial Statements

 

Statements of Assets and Liabilities at December  31, 2021 and September 30, 2021

      F-2  

Schedules of Investment at December  31, 2021 and September 30, 2021

      F-3  

Statements of Operations for the three months ended December 31, 2021 and 2020

      F-4  

Statements of Changes in Net Assets for the three months ended December 31, 2021 and 2020

      F-5  

Notes to Unaudited Financial Statements

      F-6  

Grayscale Stellar Lumens Trust (XLM) Annual Financial Statements

 

Report of Independent Registered Public Accounting Firm

      F-15  

Statements of Assets and Liabilities at September  30, 2021 and 2020

      F-16  

Schedules of Investment at September  30, 2021 and 2020

      F-17  

Statements of Operations for the years ended September 30, 2021 and 2020

      F-18  

Statements of Changes in Net Assets for the years ended September 30, 2021 and 2020

      F-19  

Notes to Financial Statements

      F-20  

(b) Exhibits. The following documents are filed as exhibits hereto:

 

Exhibit
Number		   

Exhibit Description

  4.1    Amended and Restated Declaration of Trust and Trust Agreement
  4.2    Amendment No. 1 to the Amended and Restated Declaration of Trust and Trust Agreement
  4.3*    Amendment No. 2 to the Amended and Restated Declaration of Trust and Trust Agreement
  4.4    Certificate of Amendment to Certificate of Trust (attached as Exhibit A to Amendment No. 1 to the Amended and Restated Declaration of Trust and Trust Agreement)
  4.5    Form of Participant Agreement
10.1†    Custodian Agreement
10.2    Distribution and Marketing Agreement
10.3†    Index License Agreement
10.4    Transfer Agency and Service Agreement
99.1    Information Statement

 

*

To be filed by amendment.

†

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.

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.

 

Grayscale Investments, LLC
as Sponsor of Grayscale Stellar Lumens Trust (XLM)
By:  

/s/ Michael Sonnenshein

  Name: Michael Sonnenshein
 

Title:   Chief Executive Officer*

Date: May 4, 2022

 

*

The Registrant is a trust and the signatory is signing in his capacity as officer of Grayscale Investments, LLC, the Sponsor of the Registrant.

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