The following discussion and analysis of our financial condition and results of operations should be read together with, and is qualified in its entirety by reference to, our unaudited financial statements and related notes included elsewhere in this Quarterly Report, which have been prepared in accordance with generally accepted accounting principles inthe United States ("U.S. GAAP"). The following discussion may contain forward-looking statements based on assumptions we believe to be reasonable. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those set forth under Part II, Item 1A. Risk Factors in this Quarterly Report, or in Part I, Item 1A. Risk Factors, or other sections of our Annual Report on Form 10-K for the year endedDecember 31, 2021 .
Trust Overview
The Trust is a passive entity that is managed and administered by the Sponsor and does not have any officers, directors or employees. The Trust holds ETC and, from time to time on a periodic basis, issues Creation Baskets in exchange for deposits of ETC. As a passive investment vehicle, the Trust's investment objective is for the value of the Shares (based on ETC per Share) to reflect the value of ETC held by the Trust, determined by reference to the Index Price, less the Trust's expenses and other liabilities. To date, the Trust has not met its investment objective and the Shares quoted on OTCQX have not reflected the value of ETC held by the Trust, less the Trust's expenses and other liabilities, but instead have traded at both premiums and discounts to such value, which at times have been substantial. The Trust is not managed like a business corporation or an active investment vehicle.
Critical Accounting Policies and Estimates
Investment Transactions and Revenue Recognition
The Trust considers investment transactions to be the receipt of ETC for Share creations and the delivery of ETC for Share redemptions or for payment of expenses in ETC. At this time, the Trust is not accepting redemption requests from shareholders. The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investments. Realized gains and losses are calculated using the specific identification method. Realized gains and losses are recognized in connection with transactions including settling obligations for the Sponsor's Fee in ETC.
Principal Market and Fair Value Determination
To determine which market is the Trust's principal market (or in the absence of a principal market, the most advantageous market) for purposes of calculating the Trust's NAV, the Trust followsFinancial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820-10, which outlines the application of fair value accounting. ASC 820-10 determines fair value to be the price that would be received for ETC in a current sale, which assumes an orderly transaction between market participants on the measurement date. ASC 820-10 requires the Trust to assume that ETC is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. The Trust only receives ETC from the Authorized Participant and does not itself transact on any Digital Asset Markets. Therefore, the Trust looks to the Authorized Participant when assessing entity-specific and market-based volume and level of activity for Digital Asset Markets. The Authorized Participant transacts in a Brokered Market, a Dealer Market, Principal-to-Principal Markets and Exchange Markets, each as defined in the FASB ASC Master Glossary. The Authorized Participant, as a related party of the Sponsor, provides information about the Digital Asset Markets on which it transacts to the Trust. In determining which of the eligible Digital Asset Markets is the Trust's principal market, the Trust reviews these criteria in the following order:
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First, the Trust reviews a list of Digital Asset Markets and excludes any Digital Asset Markets that are non-accessible to the Trust and the Authorized Participant(s). The Trust or the Authorized Participant does not have access to Digital Asset Exchanges that do not have a BitLicense and has access only to non-Digital Asset Exchange Markets that the Authorized Participant reasonably believes are operating in compliance with applicable law, including federal and state licensing requirements, based upon information and assurances provided to it by each market.
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Second, the Trust sorts the remaining Digital Asset Markets from high to low by entity-specific and market-based volume and activity of ETC traded on each Digital Asset Market in the trailing twelve months.
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Third, the Trust then reviews intra-day pricing fluctuations and the degree of variances in price on Digital Asset Markets to identify any material notable variances that may impact the volume or price information of a particular Digital Asset Market.
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Fourth, the Trust then selects a Digital Asset Market as its principal market based on the highest market volume, activity and price stability in comparison to the other Digital Asset Markets on the list. Based on information reasonably available to the Trust, Exchange Markets have the greatest volume and level of activity for the asset. The Trust therefore looks to accessible Exchange Markets as opposed to the Brokered Market, Dealer Market and Principal-to-Principal Markets to 15
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determine its principal market. As a result of the aforementioned analysis, an Exchange Market has been selected as the Trust's principal market.
The Trust determines its principal market (or in the absence of a principal market the most advantageous market) annually and conducts a quarterly analysis to determine (i) if there have been recent changes to each Digital Asset Market's trading volume and level of activity in the trailing twelve months, (ii) if any Digital Asset Markets have developed that the Trust has access to, or (iii) if recent changes to each Digital Asset Market's price stability have occurred that would materially impact the selection of the principal market and necessitate a change in the Trust's determination of its principal market. The cost basis of the investment in ETC recorded by the Trust for financial reporting purposes is the fair value of ETC at the time of transfer. The cost basis recorded by the Trust may differ from proceeds collected by the Authorized Participant from the sale of the corresponding Shares to investors.
Investment Company Considerations
The Trust is an investment company for GAAP purposes and follows accounting and reporting guidance in accordance with the FASB ASC Topic 946, Financial Services - Investment Companies. The Trust uses fair value as its method of accounting for ETC in accordance with its classification as an investment company for accounting purposes. The Trust is not a registered investment company under the Investment Company Act of 1940. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material.
Review of Financial Results (unaudited)
Financial Highlights for the Three Months Ended
(All amounts in the following table and the subsequent paragraphs, except Share and per Share, ETC and price of ETC amounts, are in thousands)
Three Months Ended
2022
2021
Net realized and unrealized gain on investment in Ethereum Classic $ 164,867 $
96,870
Net increase in net assets resulting from operations $ 162,064 $ 95,910 Net assets $ 569,530 $ 168,230 Net realized and unrealized gain on investment in ETC for the three months endedMarch 31, 2022 was$164,867 which includes a realized gain of$2,127 on the transfer of ETC to pay the Sponsor's Fee and net change in unrealized appreciation on investment in ETC of$162,740 . Net realized and unrealized gain on investment in ETC for the period was driven by ETC price appreciation from$33.52 per ETC as ofDecember 31, 2021 to$47.20 per ETC as ofMarch 31, 2022 . Net increase in net assets resulting from operations was$162,064 for the three months endedMarch 31, 2022 , which consisted of the net realized and unrealized gain on investment in ETC, less the Sponsor's Fee of$2,803 . Net assets increased to$569,530 atMarch 31, 2022 , a 40% increase for the period. The increase in net assets resulted from the aforementioned ETC price appreciation, partially offset by the withdrawal of approximately 89,592 ETC to pay the foregoing Sponsor's Fee. Net realized and unrealized gain on investment in ETC for the three months endedMarch 31, 2021 was$96,870 which includes a realized gain of$276 on the transfer of ETC to pay the Sponsor's Fee and net change in unrealized appreciation on investment in ETC of$96,594 . Net realized and unrealized gain on investment in ETC for the period was driven by ETC price appreciation from$5.67 per ETC as ofDecember 31, 2020 to$13.53 per ETC as ofMarch 31, 2021 . Net increase in net assets resulting from operations was$95,910 for the three months endedMarch 31, 2021 , which consisted of the net realized and unrealized gain on investment in ETC, less the Sponsor's Fee of$960 . Net assets increased to$168,230 atMarch 31, 2021 , a 142% increase for the period. The increase in net assets resulted from the aforementioned ETC price appreciation and contribution of approximately 249,224 ETC with a value of$2,716 to the Trust in connection with Share creations during the period, partially offset by the withdrawal of approximately 91,180 ETC to pay the foregoing Sponsor's Fee.
Cash Resources and Liquidity
The Trust has not had a cash balance at any time since inception. When selling ETC, Incidental Rights and/or IR Virtual Currency in the Digital Asset Market to pay Additional Trust Expenses, the Sponsor endeavors to sell the exact number of ETC, Incidental Rights and/or IR Virtual Currency needed to pay expenses in order to minimize the Trust's holdings of assets other than ETC. As a consequence, 16
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the Sponsor expects that the Trust will not record any cash flow from its operations and that its cash balance will be zero at the end of each reporting period. Furthermore, the Trust is not a party to any off-balance sheet arrangements.
In exchange for the Sponsor's Fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. As a result, the only ordinary expense of the Trust during the periods covered by this Quarterly Report was the Sponsor's Fee. EffectiveApril 1, 2022 , the Sponsor's Fee was lowered from 3.0% to 2.5%. The Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs. Selected Operating Data Three Months Ended March 31, 2022 2021 (All ETC balances are rounded to the nearest whole ETC) Ethereum Classic: Opening balance 12,155,894 12,275,747 Creations - 249,224 Sponsor's Fee, related party (89,592 ) (91,180 ) Closing balance 12,066,302
12,433,791
Accrued but unpaid Sponsor's Fee, related party - - Net closing balance 12,066,302 12,433,791 Number of Shares: Opening balance 13,993,800 13,714,100 Creations - 279,700 Closing balance 13,993,800 13,993,800 As of March 31, 2022 2021
Price of ETC on principal market (1)
$ 40.70 $ 12.02 Index Price$ 47.19 $ 13.55
(1)
The Trust performed an assessment of the principal market atMarch 31, 2022 and 2021, and identified the principal market as Coinbase Pro. (2) As ofMarch 31, 2022 and 2021 the NAV per Share was calculated using the fair value of ETC based on the price provided by Coinbase Pro, the Digital Asset Exchange that the Trust currently considers its principal market, as of4:00 p.m. ,New York time, on the valuation date. (3)The Trust's Digital Asset Holdings per Share is derived from the Index Price as represented by the Index as of4:00 p.m. ,New York time, on the valuation date.The Trust's Digital Asset Holdings per Share is calculated using a non-GAAP methodology where the price is derived from multiple Digital Asset Exchanges. See "Item 1. Business-Overview of the ETC Industry and Market-ETC Value-The Index and the Index Price" in the Trust's Annual Report on Form 10-K for a description of theTrust's Digital Asset Holdings per Share. The Digital Asset Exchanges used to calculate the Index Price as ofMarch 31, 2022 wereCoinbase Pro, Kraken, and Binance.US. As ofMarch 31, 2021 , the Digital Asset Exchanges used to calculate the Index Price consisted of Coinbase Pro, Kraken, Binance.US and Bittrex. For accounting purposes, the Trust reflects creations and the ETC receivable with respect to such creations on the date of receipt of a notification of a creation but does not issue Shares until the requisite number of ETC is received. At this time, the Trust is not accepting redemption requests from shareholders. Subject to receipt of regulatory approval from theSEC and approval by the Sponsor in its sole discretion, the Trust may in the future operate a redemption program. The Trust currently has no intention of seeking regulatory approval to operate an ongoing redemption program. As ofMarch 31, 2022 , the Trust had a net closing balance with a value of$569,408,781 , based on the Index Price (non-GAAP methodology). As ofMarch 31, 2022 , the Trust had a total market value of$569,529,444 , based on the principal market (Coinbase Pro). As ofMarch 31, 2021 , the Trust had a net closing balance with a total value of$168,477,864 , based on the Index Price (non-GAAP methodology). As ofMarch 31, 2021 , the Trust had a total market value of$168,229,188 , based on the principal market (Coinbase Pro).
Historical
17 -------------------------------------------------------------------------------- As movements in the price of ETC will directly affect the price of the Shares, investors should understand recent movements in the price of ETC. Investors, however, should also be aware that past movements in the ETC price are not indicators of future movements. Movements may be influenced by various factors, including, but not limited to, government regulation, security breaches experienced by service providers, as well as political and economic uncertainties around the world.
The following chart illustrates the movement in the
[[Image Removed: img25494745_0.jpg]] The following table illustrates the movements in the Index Price from the beginning of the Trust's operations onApril 24, 2017 toMarch 31, 2022 . Since the beginning of the Trust's operations, the Index Price has ranged from$3.43 to$148.63 , with the straight average being$18.08 throughMarch 31, 2022 . The Sponsor has not observed a material difference between the Index Price and average prices from the constituent Digital Asset Exchanges individually or as a group. High Low Last End of business Period Average Index Price Date Index Price Date period dayApril 24, 2017 (the first Creation Basket of the Trust) to March 31, 2018$ 19.02 $ 42.03 1/14/2018 $
3.87
$ 10.65 $ 24.22 5/6/2018 $
3.62
$ 6.39 $ 12.31 1/29/2020 $
3.43
$ 7.16 $ 16.93 2/13/2021 $
4.86
$ 47.27 $ 148.63 5/6/2021$ 14.19 4/3/2021$ 47.19 $ 47.19 April 24, 2017 (the first Creation Basket of the Trust) to March 31, 2022$ 18.08 $ 148.63 5/6/2021$ 3.43 12/17/2019$ 47.19 $ 47.19 18
-------------------------------------------------------------------------------- The following table illustrates the movements in the Digital Asset Market price of ETC, as reported on the Trust's principal market, from the beginning of the Trust's operations onApril 24, 2017 toMarch 31, 2022 . Since the beginning of the Trust's operations, the price of ETC has ranged from$3.43 to$148.51 , with the straight average being$18.10 . High Low Digital Digital Asset Asset Last Market Market End of business Period Average Price Date Price Date period dayApril 24, 2017 (the first Creation Basket of the Trust) to March 31, 2018$ 18.94 $ 41.86 1/14/2018$ 4.18 4/24/2017$ 14.52 $ 14.23 Twelve months ended March 31, 2019$ 10.68 $ 24.39 5/6/2018$ 3.56 12/15/2018$ 4.80 $ 4.90 Twelve months ended March 31, 2020$ 6.40 $ 12.33 2/5/2020$ 3.43 12/17/2019$ 4.93 $ 4.93 Twelve months ended March 31, 2021$ 7.24 $ 16.93 2/13/2021$ 4.86 11/3/2020$ 13.53 $ 13.53 Twelve months ended March 31, 2022$ 47.32 $ 148.51 5/6/2021$ 14.23 4/4/2021$ 47.20 $ 47.20 April 24, 2017 (the first Creation Basket of the Trust) to March 31, 2022$ 18.10 $ 148.51 5/6/2021$ 3.43 12/17/2019$ 47.20 $ 47.20
The following chart sets out the historical closing prices for the Shares as
reported by OTCQX and the
ETCG Premium/(Discount): ETCG Share Price vs.Digital Asset Holdings per Share ($) [[Image Removed: img25494745_1.jpg]] 19
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The following chart sets out the historical premium and discount for the Shares
as reported by OTCQX and the
ETCG Premium/(Discount): ETCG Share Price vs.Digital Asset Holdings per Share (%) [[Image Removed: img25494745_2.jpg]] 20
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