UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~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): ~~January~~April 19, 2025

____________________________

Grayscale Ethereum Classic Trust (ETC)

(Exact name of Registrant as Specified in Its Charter)

Delaware	000-56309	82-6239281
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
c/o Grayscale Operating, LLC290 Harbor Drive, 4th Floor
Stamford, Connecticut		06902
(Address of Principal Executive Offices)		(Zip Code)

____________________________

Delaware

000-56309

82-6239281

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

c/o Grayscale Investments Sponsors, 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)

~~(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))

☐

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 ~~TradingSymbol~~Trading Symbol(s) Name of each exchange on which registered Grayscale Ethereum Classic Trust (ETC) Shares ETCG 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 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~On ~~information~~April ~~set~~9, ~~forth~~2025, ~~under~~Grayscale Investments ~~“Assignment~~Sponsors, ~~Agreements~~LLC (together with its affiliates as the context may require, “Grayscale”), inthe ~~Item~~sponsor ~~8.01~~of ~~below~~the registrant, isannounced ~~hereby~~that ~~incorporated~~GSO byIntermediate ~~reference~~Holdings ~~into~~Corporation, ~~this~~the ~~Item~~sole ~~1.01~~managing member of Grayscale Operating, LLC, the sole member of Grayscale Investments Sponsors, LLC, has approved the appointment of Diana Zhang to serve as the ~~extent~~new ~~that~~Chief ~~any~~Operating ~~such~~Officer ~~contracts~~of orGrayscale Operating, ~~agreements~~LLC, soeffective ~~assigned~~May ~~constitute~~6, ~~material~~2025. ~~definitive~~Ms. ~~agreements~~Zhang will succeed Hugh Ross, the current Chief Operating Officer of Grayscale Operating, LLC, who has decided to step down from his position and is expected to remain with Grayscale to assist with the ~~Trust~~transition ~~(as~~of ~~defined~~his ~~below)~~responsibilities until his departure on or prior to May 31, 2025.

~~Item~~For 8more than a decade, Ms.01 Zhang held multiple executive roles at Bridgewater Associates, a globally recognized asset management firm, including as a Deputy to the co-CEO and as COO of Investment Research. ~~Other~~Most ~~Events~~recently, Ms. Zhang was the COO of BlockTower Capital, a leading institutional investment firm focused on digital and traditional asset classes. Ms. Zhang also co-founded NeighborShare, a technology-driven nonprofit that helps families through pivotal moments of need of $400 or less that would otherwise go unmet.

~~Corporate~~A ~~Reorganization~~copy of ~~the~~Grayscale’s press ~~Sponsor~~release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

OnItem ~~January~~9.01. 1,Financial ~~2025,~~Statements Grayscale Investments, LLC (“GSI”) consummated an internal corporate reorganization (the “Reorganization”), pursuant to which GSI, the sponsor of Grayscale Ethereum Classic Trust (ETC) (the “Trust”) prior to the Reorganization, merged with and into Grayscale Operating, LLC, a Delaware limited liability company and a wholly owned indirect subsidiary of Digital Currency Group, Inc. (“GSO”), with GSO continuing as the surviving company (the “Merger”). Exhibits

As a result of the Merger, GSO succeeded by operation of law to all the rights, powers, privileges and franchises and became subject to all of the obligations, liabilities, restrictions and disabilities of GSI, including with respect to the Sponsor Contracts (~~as defined below~~d), ~~all as provided under the Delaware Limited Liability Company Act.~~ Exhibits

We do not expect the Reorganization to have any material impact on the operations of the Trust.

Exhibit No.		Description

99.1		Press Release, dated April 9, 2025, of Grayscale
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

~~Assignment Agreements~~SIGNATURES

InPursuant ~~connection~~to ~~with~~ the ~~Reorganization,~~requirements ~~on January 1, 2025, and promptly following the effectiveness~~ of the ~~Merger,~~Securities ~~GSO~~Exchange ~~assigned~~Act ~~certain contracts pertaining to its role as Sponsor (as such term is defined in the Trust Agreement)~~ of ~~the Trust (such contracts~~1934, the ~~“Sponsor~~registrant ~~Contracts”)~~has toduly ~~Grayscale~~caused ~~Investments~~this ~~Sponsors,~~report ~~LLC, a Delaware limited liability company and a wholly owned direct subsidiary of GSO (“GSIS” or the “Additional Sponsor”), pursuant~~ to ~~an:~~be ~~(1)~~signed ~~Assignment~~on ~~and~~its ~~Assumption~~behalf ~~Agreement, dated as of January 1, 2025,~~ by ~~and between GSO and~~ the ~~Additional~~undersigned ~~Sponsor~~thereunto ~~(the~~duly ~~“Assignment and Assumption Agreement”), (2) Assignment Agreement, dated as of December 20, 2024, by and among GSI, GSO, the Additional Sponsor and Coinbase, Inc~~authorized. (the “Coinbase Assignment Agreement”) and (3) Assignment and Assumption Agreement, dated as of December 20, 2024, by and among GSI, GSO, the Additional Sponsor and Foreside Fund Services, LLC (the “Foreside Assignment Agreement” and, together with the Assignment and Assumption Agreement and the Coinbase Assignment Agreement, the “Assignment Agreements”).

Pursuant to the Assignment Agreements, the Additional Sponsor assumed all of the rights and obligations of GSO under the Sponsor Contracts. Other than the assumption of the Sponsor Contracts by the Additional Sponsor, the Reorganization does not alter the rights or obligations under any of the Sponsor Contracts.

			Grayscale Investments Sponsors, LLC as Sponsor of Grayscale Ethereum Classic Trust (ETC)


Date:	April 9, 2025	By:	/s/ Edward McGee
			Edward McGee Chief Financial Officer*

~~Copies~~* ofThe ~~the~~Registrant ~~Assignment~~is ~~and~~a ~~Assumption~~trust ~~Agreement,~~and the ~~Coinbase~~identified ~~Assignment~~person ~~Agreement~~signing ~~and~~this report ~~the~~is ~~Foreside~~signing ~~Assignment~~in ~~Agreement~~their ~~are~~capacity ~~included herein~~ as ~~Exhibits~~an ~~10.1,~~authorized ~~10.2~~officer ~~and~~of ~~10.3~~Grayscale Operating, ~~respectively~~LLC, ~~and~~the ~~are~~sole ~~incorporated~~member ~~herein by reference. The foregoing descriptions~~ of ~~the~~Grayscale ~~Assignment~~Investments ~~and Assumption Agreement~~Sponsors, LLC, the ~~Coinbase~~Sponsor ~~Assignment Agreement and the Foreside Assignment Agreement are qualified in their entirety by reference to the full text~~ of the ~~filed exhibits~~Registrant.

Additional Sponsor

In connection with the Reorganization, on January 1, 2025, and promptly following the effectiveness of the Merger, GSO and the Additional Sponsor executed a Certificate of Admission, pursuant to which the Additional Sponsor was admitted as an additional Sponsor of the Trust under the Second Amended and Restated Declaration of Trust and Trust Agreement of the Trust, dated as of February 28, 2018 (the “Trust Agreement”), by and among GSO (as successor in interest to GSI), CSC Delaware Trust Company (formerly known as Delaware Trust Company), a Delaware trust company (the “Trustee”), and the shareholders from time to time thereunder, as amended from time to time. The Additional Sponsor shall be subject to the rights and obligations of a Sponsor under the Trust Agreement.

Additionally, on January 3, 2025, GSO voluntarily withdrew as a Sponsor of the Trust pursuant to the terms of the Trust Agreement, effective 120 days from the date hereof (the “Withdrawal Notice Period”). Following the Withdrawal Notice Period, GSIS shall be the sole remaining Sponsor of the Trust.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Assignment and Assumption Agreement
10.2		Coinbase Assignment Agreement
10.3		Foreside Assignment Agreement
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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 Operating, LLC, as Sponsor of Grayscale Ethereum Classic Trust (ETC)
Date:	January 3, 2025	By:	/s/ Edward McGee
			Name: Edward McGeeTitle: 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 Operating, LLC, the Sponsor of the Registrant.

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