CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The following information updates and supplements the discussion set forth under “Part III—Item 13. Certain Relationships and Related Transactions and Director Independence” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 , which is incorporated by reference herein.
DCG International Investments Ltd.
The Potential Investor is a wholly owned, indirect subsidiary of DCG. DCG is the indirect parent company of the Sponsor. As a result, the Potential Investor is an affiliate of both the Sponsor and the Trust.
Because DCG indirectly controls both the Potential Investor and the Sponsor, DCG may have interests with respect to the Potential Investor's acquisition, retention or disposition of Shares that differ from, or are adverse to, the interests of the Trust or its shareholders. See “Conflicts of Interest,” “Risk Factors—Risk Factors Related to the Trust and the Shares—A single shareholder may acquire control over a majority of the Shares representing ownership in the Trust, which could limit the ability of other shareholders to exercise voting influence or otherwise adversely impact the value of the Shares” and “Item 1A. Risk Factors—Risk Factors Related to Potential Conflicts of Interests” in the Trust’s Annual Report on Form 10-K.
Digital Currency Group, Inc.
Digital Currency Group, Inc. (“DCG”) is (i) the sole equity holder and indirect parent company of the Sponsor; (ii) the sole, indirect equity holder of the Potential Investor under the Potential Contribution Arrangement (see "Prospectus Summary—Recent Developments—Potential Contribution Arrangement"); and (iii) a minority interest holder in Kraken, one of the Digital Asset Trading Platforms included in the Index, representing less than 1.0% of its equity. DCG has investments in a large number of digital assets (including ZEC) and companies involved in the digital asset ecosystem, including companies involved in Zcash mining, trading platforms and custodians. In particular, DCG is reported to be a significant holder of ZEC and has been vocal in the past about its support for the Zcash Network. Fortitude, a subsidiary of DCG and affiliate of the Sponsor and the Trust, currently mines ZEC and operates mining infrastructure on the Zcash Network. Fortitude is a vertically-integrated digital asset mining platform focused on Zcash. While Fortitude has announced a proposed business combination with HeartSciences Inc., it is expected that upon the consummation of such business combination, DCG will maintain control of the combined company. In addition, Foundry, a subsidiary of DCG and affiliate of the Sponsor and the Trust, currently operates a ZEC mining pool that accounts for approximately 15.4% of the Zcash Network’s hash rate for the month ended July 2026. Additionally, DCG and its subsidiaries may engage in activities with respect to digital asset ecosystems, including the Zcash Network, such as mining, staking, running mining or validator nodes, investing in ecosystem participants, voting on governance proposals or, before or after a hard fork, taking a position regarding which fork among a group of incompatible forks of the Zcash Network should be considered the “true” Zcash Network. DCG and its subsidiaries’ activities with respect to a digital asset ecosystem and positions on changes that should be adopted in various digital asset networks, including the Zcash Network, could be adverse to positions that would benefit the Trust or its shareholders. DCG and its subsidiaries could prioritize their own interests in these and other investments over those of the Trust, in ways that may adversely impact the value of the Shares. DCG and its subsidiaries may also make token-related decisions to benefit their own holdings, including buying or selling ZEC tokens, which could cause price volatility, adversely affecting the value of the Shares.
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