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

Grayscale Digital Large Cap Fund LLC

(Exact name of Registrant as Specified in Its Charter)

(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:

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 8.01 Other Events.

On June 16, 2023, CoinDesk Indices, Inc. (the “Reference Rate Provider”) announced a change to the Constituent Exchanges used to calculate the Digital Asset Reference Rate for certain Fund Components of Grayscale Digital Large Cap Fund LLC (the “Fund”).

The Fund values each Fund Component it holds for operational purposes by reference to a “Digital Asset Reference Rate.” The Digital Asset Reference Rate for each Fund Component at any time is the Indicative Price for such Fund Component as of 4:00 p.m., New York time, on the most recent business day. The “Indicative Price” is a volume-weighted average price in U.S. dollars of a digital asset for the immediately preceding 60-minute period derived from data collected from Digital Asset Exchanges trading such Fund Component (each, a “Constituent Exchange”) selected by the Reference Rate Provider.

Prior to the changes announced on June 16, 2023, the Constituent Exchanges used to calculate the Indicative Price for each respective Fund Component were as follows:

Effective June 16, 2023, the Reference Rate Provider removed Binance.US as a Constituent Exchange used to calculate the Indicative Price for BTC, ETH, ADA, SOL and MATIC, due to Binance.US’s announcement that the exchange is suspending U.S. dollar (“USD”) deposits and withdrawals and plans to delist its USD trading pairs. As a result, the Reference Rate Provider added Kraken as a Constituent Exchange used to calculate the Indicative Price for BTC, LMAX Digital as a Constituent Exchange used to calculate the Indicative Price for both ETH and SOL, and Crypto.com as a Constituent Exchange used to calculate the Indicative Price for both ADA and MATIC. As of the date of this current report, the Constituent Exchanges used to calculate the Indicative Price for each respective Fund Component were as follows:

The Reference Rate Provider may change the trading venues that are used to calculate a Digital Asset Reference Rate, or otherwise change the way in which a Digital Asset Reference Rate is calculated, at any time. For example, the Reference Rate Provider has scheduled quarterly reviews, in which it may add or remove Constituent Exchanges that satisfy or fail the criteria described in “Item 1. Business—Overview of the Digital Asset Industry and Market—Fund Component Value—Digital Asset Reference Rates” in the Fund’s Annual Report on Form 10-K for the year ended June 30, 2022, as filed with the Securities and Exchange Commission on September 1, 2022.

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.