0001761325false00017613252024-10-242024-10-24

 

 

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

Date of Report (Date of earliest event reported): October 24, 2024

 

 

Grayscale Stellar Lumens Trust (XLM)

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-56434

83-6545098

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

c/o Grayscale Investments, LLC

290 Harbor Drive, 4th Floor

 

Stamford, Connecticut

 

06902

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 212 668-1427

 

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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(g) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Grayscale Stellar Lumens Trust (XLM) Shares

 

GXLM

 

N/A

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 3.02. Unregistered Sales of Equity Securities.

Since the sales reported on the most recently filed Current Report on Form 8-K by Grayscale Stellar Lumens Trust (XLM) (the “Trust”), the Trust issued 61,100 Shares at varying prices determined by reference to its NAV per Share to selected “accredited investors,” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), in private placement transactions exempt from the registration requirements of the Securities Act pursuant to Rule 506(c) thereunder for an aggregate of 5,274,342.5215190 XLM representing $500,277. Grayscale Securities, LLC (“Grayscale Securities”) acted as the Authorized Participant with respect to these distributions. As a result, there are 1,354,100 Shares issued and outstanding as of October 29, 2024.

Because Shares have been, and continue to be, created and issued on a periodic basis, a “distribution,” as such term is used in the Securities Act, may be occurring from time to time. As a result, Grayscale Securities, as Authorized Participant facilitating the creation of Shares and as distributor and marketer, may be deemed an “underwriter” under Section 2(a)(11) of the Securities Act. No underwriting discounts or commissions were paid to Grayscale Securities with respect to such sales.

 

 

 

 

SIGNATURES

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

 

 

 

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

 

 

 

 

Date:

October 29, 2024

By:

/s/ Edward McGee

 

 

 

Edward McGee
Chief Financial Officer*

 

* The Registrant is a trust and the identified person signing this report is signing in their capacity as an authorized officer of Grayscale Investments, LLC, the Sponsor of the Registrant.

 

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Document and Entity Information
Oct. 24, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Oct. 24, 2024
Entity Registrant Name Grayscale Stellar Lumens Trust (XLM)
Entity Central Index Key 0001761325
Entity Emerging Growth Company true
Entity Ex Transition Period false
Securities Act File Number 000-56434
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 83-6545098
Entity Address, Address Line One c/o Grayscale Investments, LLC
Entity Address, Address Line Two 290 Harbor Drive, 4th Floor
Entity Address, City or Town Stamford
Entity Address, State or Province CT
Entity Address, Postal Zip Code 06902
City Area Code 212
Local Phone Number 668-1427
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(g) Security Grayscale Stellar Lumens Trust (XLM) Shares
Trading Symbol GXLM
Grayscale Stellar Lumens (QX) (USOTC:GXLM)
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