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
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Date of Report (Date of earliest event reported): April 23, 2024 |
Grayscale Ethereum Trust (ETH)
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 000-56193 | 82-6677805 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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c/o Grayscale Investments, LLC 290 Harbor Drive, 4th Floor | |
Stamford, Connecticut | | 06902 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 212 668-1427 |
(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:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Grayscale Ethereum Trust (ETH) Shares | | ETHE | | 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 7.01. Regulation FD Disclosure.
On April 23, 2024, Grayscale Investments, LLC, the sponsor (the “Sponsor”) of Grayscale Ethereum Trust (BTC) (the “ETHE Trust”), published a letter to its shareholders describing a new Delaware Statutory Trust sponsored by the Sponsor for the purpose of holding Ether, Grayscale Ethereum Mini Trust (ETH) (the “ETH Trust”), which the Sponsor currently intends to seed as a spot Ether ETF through an initial distribution resulting from a contribution by the ETHE Trust of a certain amount of the ETHE Trust’s Ether to the ETH Trust, with shares of the ETH Trust to be distributed pro rata to the ETHE Trust’s shareholders as of a record date in the future.
Such event is subject to regulatory review and customary conditions, including the (i) effectiveness of the ETH Trust’s registration statement on Form S-1 initially filed with the Securities and Exchange Commission (the “SEC”) on April 23, 2024, (ii) effectiveness of a registration statement on Form 8-A to be filed by the ETH Trust with the SEC, and (iii) approval of NYSE Arca’s listing applications under the Securities Exchange Act of 1934 to list the shares of the ETHE Trust and the ETH Trust on NYSE Arca. The ETHE Trust also filed an information statement on Schedule 14C with the SEC, describing the terms and conditions of the contemplated initial distribution. No assurance can be given that the initial distribution will occur.
A copy of the shareholder letter is attached to this Current Report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
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| | | Grayscale Investments, LLC as Sponsor of Grayscale
Ethereum Trust (ETH) |
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Date: | April 25, 2024 | By: | /s/ Michael Sonnenshein |
| | | Michael Sonnenshein
Chief Executive Officer* |
* The Registrant is a trust and the identified person signing this report is signing in their capacity as an authorized officer of Grayscale Investments, LLC, the Sponsor of the Registrant.
