Canary Litecoin ETF Files S-1/A, Seeded with $1M from Charlie Lee

TL;DR

**This Litecoin ETF is a speculative bet on mainstream crypto adoption, but without 1940 Act protections, it's a high-risk play for traders chasing altcoin exposure.**

AI Summary

The Canary Litecoin ETF (LTCC) filed an S-1/A on October 7, 2025, to launch an exchange-traded product designed to provide direct exposure to Litecoin (LTC) prices, less operational expenses. The Trust will hold LTC and establish its Net Asset Value (NAV) using the CoinDesk Litecoin CCIXber 60m New York Rate. On September 22, 2025, Seed Capital Investor Charlie Lee purchased 40,000 Seed Shares at $25 per share, generating $1,000,000 in proceeds for the Trust, which will be used to purchase LTC. The Trust will not use leverage or derivatives and is not regulated under the 1940 Act or by the CFTC, meaning investors lack certain protections. As of September 2025, approximately 76.2 million LTC were outstanding, with a miner reward of 6.25 LTC per block, reduced from 12.5 LTC in August 2023. The Trust aims to offer investors access to LTC through traditional brokerage accounts, bypassing direct acquisition complexities.

Why It Matters

This S-1/A filing signals the imminent launch of a spot Litecoin ETF, offering a regulated and accessible investment vehicle for LTC, potentially broadening its investor base beyond crypto-native participants. For investors, it provides a familiar structure to gain exposure to Litecoin without the complexities of direct ownership, though it lacks 1940 Act protections. This move could intensify competition among digital asset ETFs, particularly against Bitcoin ETFs, by offering an alternative 'silver to Bitcoin's gold' narrative. Employees of Canary Capital Group LLC and its service providers stand to benefit from increased business volume, while customers gain a new, potentially more liquid way to invest in Litecoin.

Risk Assessment

Risk Level: high — The filing explicitly states, 'AN INVESTMENT IN THE TRUST INVOLVES SIGNIFICANT RISKS AND MAY NOT BE SUITABLE FOR SHAREHOLDERS WHO ARE NOT IN A POSITION TO ACCEPT MORE RISK THAN MAY BE INVOLVED WITH EXCHANGE-TRADED PRODUCTS THAT DO NOT HOLD LTC. THE SHARES ARE SPECULATIVE SECURITIES. THEIR PURCHASE INVOLVES A HIGH DEGREE OF RISK AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.' Additionally, the Trust is not regulated under the Investment Company Act of 1940 or by the CFTC, removing significant investor protections.

Analyst Insight

Investors should approach the Canary Litecoin ETF with extreme caution, recognizing the high speculative nature and lack of traditional regulatory safeguards. Allocate only a small, risk-tolerant portion of your portfolio if you seek direct Litecoin exposure through a brokerage account, and thoroughly review the 'Risk Factors' section starting on page 17 before investing.

Financial Highlights

debt To Equity

0.0

revenue

$1,000,000

operating Margin

N/A

total Assets

$1,000,000

total Debt

$0

net Income

$0

eps

$0

gross Margin

N/A

cash Position

$0

revenue Growth

+0.0%

Key Numbers

• $1,000,000 — Total proceeds from Seed Shares (Used to purchase Litecoin by the Trust)
• 40,000 — Number of Seed Shares purchased (Represents all outstanding shares as of the prospectus date)
• $25 — Per-Share price of Seed Shares (Price paid by Charlie Lee on September 22, 2025)
• 76.2 million — Approximate LTC outstanding (As of September 2025)
• 6.25 LTC — Current miner reward per block (Reduced by 50% in August 2023 from 12.5 LTC)
• 2.5 minutes — Approximate block generation time for LTC (Four times faster than Bitcoin's 10 minutes)
• 84 million — Cap on total LTC created (Compared to 21 million for Bitcoin)
• 10,000 Shares — Size of a 'Basket' (Block size for creation and redemption of Shares)

Key Players & Entities

• Canary Litecoin ETF (company) — Registrant and issuer of shares
• Canary Capital Group LLC (company) — Sponsor of the Trust
• Charlie Lee (person) — Seed Capital Investor, purchased 40,000 shares for $1,000,000
• Coinbase Custody Trust Company, LLC (company) — Custodian for the Trust's Litecoin
• BitGo Trust Company Inc. (company) — Custodian for the Trust's Litecoin
• CoinDesk Indices (company) — Benchmark Provider for the Pricing Benchmark
• U.S. Bancorp Fund Services, LLC (company) — Transfer Agent and Administrator of the Trust
• U.S. Bank, N.A. (company) — Cash Custodian of the Trust
• SEC (regulator) — Securities and Exchange Commission
• Nasdaq Stock Market, LLC (company) — Expected listing exchange for the Shares

FAQ

Risk Factors

• Lack of 1940 Act and CFTC Regulation [high — regulatory]: The Trust is not registered under the Investment Company Act of 1940 or regulated by the CFTC. This means investors will not receive the protections afforded by these regulations, such as those for investors in regulated futures markets or funds registered under the 1940 Act.
• Speculative Nature of Litecoin Investment [high — market]: An investment in the Trust involves a high degree of risk due to the speculative nature of Litecoin. Investors could lose their entire investment, and the Shares are considered speculative securities.
• Reliance on Third-Party Custodians [medium — operational]: The Trust's Litecoin holdings will be held by Coinbase Custody Trust Company, LLC and BitGo Trust Company Inc. The security and operational integrity of these custodians are critical to the Trust's ability to hold and track LTC.
• Dependence on Pricing Benchmark Accuracy [medium — financial]: The Net Asset Value (NAV) of the Trust is determined by the CoinDesk Litecoin CCIXber 60m New York Rate. Any inaccuracies or manipulation of this benchmark could lead to incorrect NAV calculations and investor losses.
• Sponsor Not an Investment Adviser [low — legal]: The Sponsor, Canary Capital Group LLC, is not registered as an Investment Adviser under the Advisers Act. Therefore, its services to the Trust are not governed by the Advisers Act and do not include a fiduciary standard of care.

Industry Context

The cryptocurrency ETF market is rapidly evolving, with increasing institutional interest in providing regulated access to digital assets. Competitors are launching similar products for Bitcoin and other cryptocurrencies. However, the regulatory landscape remains complex, and investor protection varies significantly between different types of crypto-related investment vehicles.

Regulatory Implications

The Trust's lack of registration under the 1940 Act and exemption from CFTC oversight means investors are exposed to higher risks compared to traditional regulated financial products. The Sponsor is also not subject to fiduciary duties under the Advisers Act, shifting more responsibility to the investor to understand and manage these risks.

What Investors Should Do

1. Review the 'Risk Factors' section thoroughly, paying close attention to the lack of regulatory protections and the speculative nature of Litecoin.
2. Understand that the Sponsor does not operate under a fiduciary duty, meaning investors must conduct their own due diligence.
3. Consider the implications of the NAV being tied to the CoinDesk Litecoin CCIXber 60m New York Rate and the potential for benchmark inaccuracies.
4. Evaluate personal risk tolerance before investing, as the entire investment could be lost.

Key Dates

• 2025-10-07: S-1/A Filing — This filing provides updated information for the registration statement of the Canary Litecoin ETF, indicating progress towards its launch.
• 2025-09-22: Seed Capital Investor Purchase — Charlie Lee purchased 40,000 Seed Shares for $1,000,000, providing initial capital for the Trust to acquire Litecoin.
• 2023-08: Litecoin Miner Reward Halving — The miner reward for Litecoin was reduced from 12.5 LTC to 6.25 LTC per block, impacting the supply dynamics of Litecoin.

Glossary

S-1/A

An amendment to a registration statement filed with the SEC, used to update or correct information before a securities offering becomes effective. (This is the form the Canary Litecoin ETF is using to register its shares for public offering.)

Net Asset Value (NAV)

The per-share market value of a fund's assets, minus liabilities. For this ETF, it's based on the price of Litecoin. (The NAV will be used to establish the value of the Trust's holdings and the price of its shares.)

CoinDesk Litecoin CCIXber 60m New York Rate

The benchmark rate used to calculate the Trust's NAV, based on a 60-minute time-weighted average price of Litecoin from major trading platforms. (This is the primary reference for determining the value of the Trust's Litecoin holdings.)

Basket

A block of 10,000 shares used for the creation and redemption of ETF shares with the Trust. (This is the unit of trading for Authorized Participants interacting directly with the ETF.)

Authorized Participants

Financial institutions that can create and redeem ETF shares directly with the issuer, facilitating liquidity. (These entities will be crucial for the ETF's ability to issue and redeem shares, and thus manage its Litecoin holdings.)

1940 Act

The Investment Company Act of 1940, which provides regulatory protections for investors in registered investment companies. (The Trust is explicitly not registered under this act, meaning investors lack these specific protections.)

Seed Shares

The initial shares purchased by a seed capital investor before the public offering. (40,000 Seed Shares were purchased by Charlie Lee, providing the initial $1,000,000 in capital.)

Year-Over-Year Comparison

As this is the initial S-1/A filing for the Canary Litecoin ETF, there is no prior filing to compare against. The document outlines the proposed structure, investment objective, and initial seed capital of $1,000,000 from Charlie Lee. Key operational details, such as the pricing benchmark and custodian arrangements, are being established for the first time.

Key Financial Figures

• $25 — d 40,000 Shares at a per-Share price of $25 (the “Seed Shares”). Total
• $1,000,000 — t from the sale of the Seed Shares were $1,000,000. The Trust will purchase $1,000,000 in

Filing Documents

• canary-s1a_100725.htm (S-1/A) — 985KB
• ex3-1.htm (EX-3.1) — 286KB
• ex5-1.htm (EX-5.1) — 11KB
• ex8-1.htm (EX-8.1) — 22KB
• ex10-8.htm (EX-10.8) — 20KB
• ex23-1.htm (EX-23.1) — 4KB
• cohen-sign.jpg (GRAPHIC) — 2KB
• ex231001.jpg (GRAPHIC) — 6KB
• ex231002.jpg (GRAPHIC) — 4KB
• ex231003.jpg (GRAPHIC) — 7KB
• ex51001.jpg (GRAPHIC) — 13KB
• ex51002.jpg (GRAPHIC) — 6KB
• ex81001.jpg (GRAPHIC) — 20KB
• 0001999371-25-014861.txt ( ) — 1410KB

From the Filing

TO FORM S-1 As filed with the Securities and Exchange Commission on October 7, 2025 Registration No. 333-282643 UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 3 TO FORM S-1 REGISTRATION UNDER THE SECURITIES ACT OF 1933 CANARY LITECOIN ETF (Exact name of registrant as specified in its charter) Delaware 33-6385092 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) c/o Canary Capital Group LLC 8 Cadillac Drive, Suite 300 Brentwood, TN 37027 (615) 200-0788 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Copy to: Morrison C. Warren, Esq. James Audette, Esq. Chapman and Cutler LLP 320 South Canal Street Chicago, IL 60606 (312) 845-3484 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company 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 7(a)(2)(B) of the Securities Act. This registration The information in this Preliminary Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Preliminary Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PROSPECTUS Shares Canary Litecoin ETF The Canary Litecoin ETF (the “Trust”) is an exchange-traded product that issues shares of beneficial interest (the “Shares”) that trade on the Nasdaq Stock Market, LLC (the “Exchange”). The Trust’s investment objective is to seek to provide exposure to the price of Litecoin (“LTC”) held by the Trust, less the expenses of the Trust’s operations and other liabilities. In seeking to achieve its investment objective, the Trust will hold LTC and establish its net asset value (“NAV”) on each business day by reference to the CoinDesk Litecoin CCIXber 60m New York Rate (the “Pricing Benchmark”). The Pricing Benchmark is calculated by CoinDesk Indices (the “Benchmark Provider”) based on a 60-minute time-weighted average price of the LTC-USD CCIXber Reference Rate (the “Underlying Index”), which is an aggregation of executed trade flow of major LTC trading platforms (“Constituent Platforms”). CoinDesk Indices, Inc., a Delaware corporation (the “Benchmark Provider”), publishes the Pricing Benchmark. Canary Capital Group LLC (the “Sponsor”) is the sponsor of the Trust, CSC Delaware Trust Company (the “Trustee”) is the trustee of the Trust. U.S. Bancorp Fund Services, LLC is the transfer agent of the Trust (in such capacity, the “Transfer Agent”) and the administrator of the Trust (in such capacity, the “Administrator”). U.S. Bank, N.A., an affiliate of the Transfer Agent and Administrator, is the cash custodian of the Trust (the “Cash Custodian”). Coinbase Custody Trust Company, LLC (the “Coinbase Custodian”) and BitGo Trust Company Inc. (th

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