Grayscale Worldcoin ETF Filed Primary

What the company does

Grayscale Worldcoin ETF is a Delaware statutory trust whose investment objective is for the value of its Shares to reflect the value of WLD (Worldcoin), the native digital asset of the World Network, held by the Trust as determined by reference to the Index Price, less the Trust's expenses and other liabilities. While an investment in the Shares is not a direct investment in WLD, the Shares are designed to provide investors with a cost-effective and convenient way to gain investment exposure to WLD. Grayscale Investments Sponsors, LLC is the Sponsor of the Trust, with CSC Delaware Trust Company as Trustee, The Bank of New York Mellon as Transfer Agent and Administrator, and BitGo Bank & Trust, N.A. as Custodian.

Use of proceeds

Proceeds received by the Trust from the issuance and sale of Baskets will consist of WLD deposited with the Trust in connection with creations. Such WLD will only be (i) owned by the Trust, (ii) transferred (or converted to U.S. dollars, if necessary) to pay the Trust's expenses, (iii) distributed or otherwise disposed of in connection with the redemption of Baskets or (iv) liquidated in the event that the Trust terminates or as otherwise required by law or regulation. The proceeds of the Seed Basket[s] are expected to be used by the Trust to purchase WLD at or prior to the listing of the Shares on NASDAQ.

Underwriters

The completed effective-prospectus read stated no underwriters.

Extracted from S-1 0001193125-26-308957, filed Jul 20, 2026 and verified against that filing text.

Key risk factors

• Digital asset market volatility

  “recent developments in the digital asset economy which have led to extreme volatility and disruption in digital asset markets, a loss of confidence in participants of the digital asset ecosystem, significant negative publicity surrounding digital assets broadly and market-wide declines in liquidity;”

• Extreme price volatility of WLD

  “the extreme volatility of trading prices that many digital assets, including WLD, have experienced in recent periods and may continue to experience, which could cause the value of the Shares to be volatile and/or have a material adverse effect on the value of the Shares;”

• Biometric data and Orb verification risks

  “the World Network's dependence on the collection and processing of biometric data through Orb verification, which has been the subject of regulatory restrictions, enforcement actions and adverse court decisions in multiple jurisdictions;”

• Uncertain development of the World Network

  “the fact that the World Network is a relatively new blockchain ecosystem with a limited operating history and that the development and adoption of the World Network remain subject to significant uncertainty;”

• Unregulated digital asset trading platforms

  “the largely unregulated nature and lack of transparency surrounding the operations of Digital Asset Trading Platforms, which may adversely affect the value of digital assets and, consequently, the value of the Shares;”

• Possible security classification of WLD

  “a determination that WLD or any other digital asset is or involves a transaction in a "security" may adversely affect the value of WLD and the value of the Shares and result in potentially extraordinary, nonrecurring expenses to, or termination of, the Trust;”

• Lack of active trading market for Shares

  “the lack of active trading markets for the Shares, which may result in losses on investors' investments at the time of disposition of Shares;”

• NAV and market price divergence

  “the possibility that the Shares may trade at a price that is at, above or below the Trust's NAV per Share as a result of the non-concurrent trading hours between NASDAQ and the Digital Asset Trading Platform Market;”