Frequently Asked Questions
These FAQs are qualified in all respects by information in each Product’s annual, quarterly and current reports on Forms 10-K, 10-Q and 8-K, respectively, filed with the SEC pursuant to SEC reporting standards, annual and quarterly reports filed with OTCQX® pursuant to OTC Market’s Alternative Reporting Standards and/or private placement offering memorandum.
MuntMogul enables investors to access the digital economy through a family of secure, regulated, and future-forward investment products. Founded in 2013, MuntMogul has a proven track record and unrivaled expertise as the world’s largest digital currency asset manager. Investors, advisors, and allocators turn to MuntMogul’s private placements, public quotations, and ETFs for a single asset, diversified, and thematic exposure. MuntMogul digital asset investment products are distributed by MuntMogul Securities, LLC. (Member FINRA/SIPC, MSRB Registered) or Foreside Fund Services, LLC. For more information, please follow @MuntMogul or visit muntmogul.com.
Each MuntMogul digital asset investment product (a “Product”) is at various stages of this lifecycle, with the ultimate goal being conversion of the product into an ETF.. We understand that for many, the public discourse around ETFs may seem novel, but this is a subject that MuntMogul has been examining closely from both a commercial and regulatory perspective for several years.
Lifecycle of a MuntMogul Product:
MuntMogul’s Private Placement Offerings
Shares of the Products are offered to institutional and individual accredited investors* in private placement transactions exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Rule 506(c) thereunder.
Each Product’s investment objective is for the value of its shares (based on digital assets per share) to reflect the price performance of such Product’s underlying digital asset(s), less fees and expenses. Modeled after popular commodity investment products, each Product was created for investors seeking exposure to digital assets through a familiar l investment vehicle.
Because each Product does not currently operate a redemption program, there can be no assurance that the value of such Product’s shares will reflect the value of the assets held by such Product, less such Product’s expenses and other liabilities. The shares of such Product, if traded on any secondary market, may trade at a substantial premium over, or a substantial discount to, the value of the assets held by such Product, less such Product’s expenses and other liabilities, and such Product may be unable to meet its investment objective.
*MuntMogul’s private placements are only available to Accredited Investors as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. Most individuals are not Accredited Investors. An individual must earn more than $200,000 a year (or $300,000 per year with a spouse or spousal equivalent), have a net worth over $1 million either alone or together with a spouse or spousal equivalent, excluding their primary residence, or hold in good standing their Series 7, Series 65, or Series 82 professional certifications. Entities must have $5 million in liquid assets or all beneficial owners must be Accredited Investors.
MuntMogul’s Publicly-Traded Offerings (Public Quotation on Secondary Market / SEC Reporting)
In addition, Shares of certain Products are publicly quoted on OTCQX® Best Market, the top tier operated by the OTC Markets Group, and Shares that have become unrestricted in accordance with the rules and regulations of the SEC may be bought and sold throughout the day via any brokerage account by retail investors.
These FAQs are qualified in all respects by the information in each offered Product’s Private Placement Memorandum or each Product’s annual and quarterly reports, as applicable, including the Risk Factors therein.
Product’s daily “Holdings per Share” (non-GAAP Net Asset Value based on the Offered Product’s applicable digital asset reference rate). Shares purchased directly from an Offered Product are restricted and subject to significant limitations on resale and transferability.
Conversely, investors may choose to purchase a Product’s eligible shares on the OTCQX® Best Market at the applicable market price. These securities have been deemed freely tradeable under SEC Rule 144 and are not subject to restrictions on resale or transferability once purchased. The Products listed below are currently publicly quoted on the OTCQX® Best Market and available to all individual and institutional investors.
*Purchases or sales of MuntMogul Products listed on the OTCQX are open market transactions executed through an individual’s brokerage account with a registered broker-dealer and do not require the involvement of either MuntMogul or MuntMogul Securities, LLC.
Yes. It is possible that your IRA or retirement account provider may allow you to purchase shares in a Product. For additional information, please speak with your IRA provider . Please note that MuntMogul does not and will not provide any advice or recommendation regarding investment in any Product and that you should consult your own advisers before making any decision to purchase shares in a Product.
Each Product’s assets are stored in offline storage, or “cold” storage, with Coinbase Custody Trust Company, LLC, as (the “Custodian”). The Custodian is a fiduciary under § 100 of the New York Banking Law and a qualified custodian for purposes of Rule 206(4)-2(d)(6) under the Investment Advisers Act of 1940, as amended. For more information about the Custodian, please visit their site.
Products that are Delaware Statutory Trusts
Each single-asset Product intends to take the position that it is a grantor trust for U.S. federal income tax purposes. Assuming that such Product is a grantor trust, shareholders generally will be treated as if they directly owned their pro rata shares of the underlying assets held in such Product. Shareholders also will be treated as if they directly received their respective pro rata shares of such Product’s income, and directly incurred their pro rata shares of such Product’s expenses. Most state and local tax authorities follow U.S. income tax rules in this regard. Prospective investors in such Product should discuss the tax consequences of an investment in such Product with their tax advisors.
Products that are Cayman Islands LLCs
For U.S. federal income tax purposes, MuntMogul Digital Large Cap Fund may be a passive foreign investment company (a “PFIC”) and, in certain circumstances, may be a controlled foreign corporation (a “CFC”). MuntMogul Digital Large Cap Fund™ will make available a PFIC Annual Information Statement that will include information required to permit each eligible shareholder to make a “qualified electing fund” election (a “QEF Election”) with respect to MuntMogul Digital Large Cap Fund. Each shareholder that is a taxable U.S. person for U.S. federal income tax purposes is urged to make a QEF Election with respect to MuntMogul Digital Large Cap Fund. Prospective investors in MuntMogul Digital Large Cap Fund should discuss the U.S. federal income tax consequences of an investment in MuntMogul Digital Large Cap Fund with their tax advisors, including the consequences to them of an investment in a PFIC or CFC.
Yes. Existing and prospective investors may contribute coins in- kind for shares of MuntMogul’s single-asset Products. Assuming that each Product is treated as a grantor trust for U.S. federal income tax purposes, such contributions should be a non-taxable event. All investors should discuss the tax consequences of an investment in MuntMogul’s family of Products with their tax advisors and review the section entitled “Certain U.S. Federal Income Tax Consequences” in each Offered Product’s Private Placement Memorandum or each Product’s annual and quarterly reports, as applicable, before investing in a Grayscale single-asset Product or considering an in-kind contribution of coins to a Product.
Investments in the Products are speculative investments that involve high degrees of risk, including loss of invested funds. MuntMogul Products are not suitable for any investor that cannot afford loss of the entire investment. Carefully consider each Product’s investment objectives, risk factors, fees and expenses before investing. This and other information can be found in each Product’s private placement memorandum, which may be obtained from MuntMogul and, for each Product registered with the SEC and/or listed on the OTC Markets, such Product’s annual report or information statement, which may be obtained by visiting the SEC’s website for Products that are SEC reporting or the OTC Markets website for Products that are quoted on OTC Markets. Reports on OTC Markets are not prepared in accordance with SEC requirements and may not contain all information that is useful for an informed investment decision. Read these documents carefully before investing.
- Any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000 (excluding the value of the person’s primary residence and certain indebtedness secured by such person’s primary residence).
- Individual investors who hold, in good standing, certain professional certifications and designations and other credentials designated by the Commission as qualifying for accredited investor status. The Commission designated three certifications and designations administered by the Financial Industry Regulatory Authority, Inc. as qualifying for accredited investor status:
- Licensed General Securities Representative (Series 7);
- Licensed Investment Adviser Representative (Series 65); and
- Licensed Private Securities Offerings Representative (Series 82)
- Any trust, with total assets in excess of $5 million, not formed for the specific purpose of acquiring shares of an Offered Product, whose purchase is directed by a sophisticated person; or
- Any entity in which all of the equity owners are accredited investors.
MuntMogul’s publicly-quoted products can be purchased directly through your brokerage account. To purchase a publicly-quoted product, simply type the ticker symbol into your brokerage account.
Don’t see it at your brokerage account? Consult your Financial Advisor.
These FAQs for our Products that are SEC Reporting Companies and those filed to become SEC Reporting Companies are qualified in all respects by information in each Product’s Registration Statement on Form 10 filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the Risk Factors therein. For more information, please refer to the respective public filings on behalf of MuntMogul Bitcoin Trust (Form 10 filing and the information statement), MuntMogul Ethereum Trust (Form 10 filing and the information statement), MuntMogul Digital Large Cap Fund (Form 10 filing and the information statement), MuntMogul Bitcoin Cash Trust (Form 10 filing and Information Statement), MuntMogul Ethereum Classic Trust (Form 10 filing and Information Statement) and MuntMogul Litecoin Trust (Form 10 filing and Information Statement)
An SEC Reporting Company is an issuer that is subject to the periodic and current reporting requirements of the Exchange Act. MuntMogul Bitcoin Trust, MuntMogul Bitcoin Cash Trust, MuntMogul Digital Large Cap Fund, MuntMogul Ethereum Trust, MuntMogul Ethereum Classic Trust and MuntMogul Litecoin Trust are SEC Reporting Companies.
The Exchange Act contains ongoing disclosure requirements designed to keep investors informed on a current basis of information concerning material changes in the financial condition or operations of the issuer. The requirements include an obligation to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K with the SEC.
For comparison, any other public company or public fund — from Apple to SPDR Gold Trust — similarly is required to file periodic reports on Form 10-K and Form 10-Q, and current reports on Form 8-K with the SEC.
Investors of publicly traded Products that are not SEC Reporting Companies receive annual and quarterly reports and financial statements pursuant to OTC Markets’ Alternative Reporting Standards (ARS). For Products that are SEC Reporting Companies, such as MuntMogul Bitcoin Trust, investors instead receive annual reports and financial statements on Form 10-K, quarterly reports and financial statements on Form 10-Q, and current reports on Form 8-K.
Form 10 is one type of form registration statement used to register securities pursuant to the Exchange Act and thus make an issuer an SEC Reporting Company.
On November 19, 2019, MuntMogul publicly filed a Form 10 on behalf of MuntMogul Bitcoin Trust.* This was a voluntary filing. On January 21, 2020, the Form 10 became effective and this Product became an SEC Reporting Company with shares registered pursuant to Section 12(g) the Exchange Act.** As a result, MuntMogul Bitcoin Trust is the first digital currency investment vehicle to become an SEC Reporting Company.
On August 6, 2020, MuntMogul publicly filed a Form 10 on behalf of MuntMogul Ethereum Trust.* This was a voluntary filing. On October 5, 2020, the Form 10 became effective and this Product became an SEC Reporting Company with shares registered pursuant to Section 12(g) the Exchange Act.** As a result, MuntMogul Ethereum Trust is the second digital currency investment vehicle to become an SEC reporting company, following MuntMogul Bitcoin Trust.
On May 13, 2021, MuntMogul publicly filed a Form 10 on behalf of MuntMogul Digital Large Cap Fund.* This was a voluntary filing. On July 12, 2021, the Form 10 became effective and this Product became an SEC Reporting Company with shares registered pursuant to Section 12(g) the Exchange Act.** As a result, MuntMogul Digital Large Cap Fund is MuntMogul’s third digital currency investment vehicle to become an SEC reporting company.
On July 12, 2021, MuntMogul publicly filed a Form 10 on behalf of each of MuntMogul Bitcoin Cash Trust, MuntMogul Ethereum Classic Trust and MuntMogul Litecoin Trust.* Each of these was a voluntary filing. On September 10, 2021, these funds became SEC Reporting Companies with shares registered pursuant to Section 12(g) the Exchange Act.**
*The Products offer private placements to accredited investors. The investment objective of each Product is for its Shares (based on digital assets per Share) to reflect the value of digital assets held by such Product, determined by reference to such Product’s Index Price (as defined in its Information Statement), less such Product’s expenses and other liabilities. To date, each Product has not met its investment objective and its shares quoted on OTCQX have not reflected the value of digital assets held by such Product, less such Product’s expenses and other liabilities, but have instead traded at both premiums and discounts to such value, which at times have been substantial.
**These voluntary filings should not be confused as an effort to classify any Product as an exchange traded fund (ETF). The structure of each Product will not change and such Product will continue to not operate a redemption program nor trade on a national securities exchange.
Product Reporting: Publicly traded Products that are not SEC Reporting Companies publish quarterly and annual reports as well as audited financial statements pursuant to OTC Markets’ Alternative Reporting Standards (ARS). Upon a Product’s Form 10 becoming effective, such Product will file these reports and financial statements as 10-Qs and 10-Ks with the SEC, along with current reports on Form 8-K, in addition to complying with all other obligations under the Exchange Act. Shareholders should consult their advisors for any additional reporting requirements to which they may be subject.
Fees: There will be no change to the annual fee.
Holding Period Reduction:
The previous 12 month holding period under Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”) would be reduced to 6 months. The holding period reduction would become effective after the Product has been a reporting company for at least 90 days and has satisfied the other requirements under Rule 144 of the Securities Act.
For example, if a Product’s Form 10 goes effective on October 5, 2020, on January 4, 2021 (90 days later), any private placement investors of such Product who have held their shares for at least 6 months (regardless of when they invested) will be able to have the restrictive legend removed from their shares.
For MuntMogul Bitcoin Trust, the holding period was reduced to 6 months as of April 20, 2020.***
For MuntMogul Ethereum Trust, the holding period was reduced to 6 months as of January 4, 2021.***
For MuntMogul Digital Large Cap Fund, the holding period was reduced to 6 months on October 10, 2021.***.
For MuntMogul Bitcoin Cash Trust, MuntMogul Ethereum Classic Trust and MuntMogul Litecoin Trust, the holding periods was reduced to 6 months on December 9, 2021.***
Product Reporting:
Publicly traded Products that are not SEC Reporting Companies publish quarterly and annual reports as well as audited financial statements pursuant to the OTC Markets Alternative Reporting Standards (ARS). Upon a Product’s Form 10 becoming effective, such Product will file these reports and financial statements as 10-Qs and 10-Ks with the SEC, along with current reports on Form 8-K, in addition to complying with all other obligations under the Exchange Act. Shareholders should consult their advisors for any additional reporting requirements to which they may be subject.
Fees:
There will be no change to the annual fee.
***The holding period reduction becomes effective after the Product had been a reporting company for at least 90 days, provided it continued to satisfy the other requirements under Rule 144 of the Securities Act.
For more information, please refer to the SEC public filing documents. We also invite you to contact us at [email protected].