SEC Comment Letter 0000000000-24-007335 to VanEck Ethereum ETF (ETHV) (CIK 0001860788) (ETHV)
VanEck Ethereum ETF (ETHV) (CIK 0001860788)
Date: June 28, 2024 · CIK: 0001860788 · Accession: 0000000000-24-007335
AI Filing Summary & Sentiment
File numbers found in text: 333-255888
Letter
United States securities and exchange commission logo June 28, 2024 Jan F. van Eck President and Chief Executive Officer VanEck Ethereum Trust c/o VanEck Digital Assets, LLC 666 Third Avenue, 9th Floor New York, NY 10017 Re:VanEck Ethereum Trust Amendment No. 4 to Registration Statement on Form S-1 Filed June 21, 2024 File No. 333-255888 Dear Jan F. van Eck: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our June 14, 2024 letter. Amendment No. 4 to Registration Statement on Form S-1 Prospectus Summary, page 1 1.Refer to your response to prior comment 3. Please disclose how you intend to notify Shareholders if a Liquidity Provider chooses to terminate its participation or if an Additional Liquidity Provider is added. Due To The Unregulated Nature And Lack Of Transparency, page 29 2.We note the use of the term “unregulated” when referring to certain digital asset and ETH trading platforms. Please revise to qualify your use of this term by clarifying that such platforms may be subject to regulation in a relevant jurisdiction but may not be complying. Similarly revise the third and fifth bullet points in the carryover risk factor on page 25, the third to last bullet point of the summary risk factor on page 10, and the first
FirstName LastNameJan F. van Eck Comapany NameVanEck Ethereum Trust June 28, 2024 Page 2 FirstName LastName Jan F. van Eck VanEck Ethereum Trust June 28, 2024 Page 2 paragraph in Note 7 on page Appendix F-5. Digital Asset Markets In The United States, page 49 3.Please remove the first three sentences of the carryover paragraph beginning at the bottom of page 49 as this disclosure lacks the appropriate context for the referenced statements. Limits on ETH Supply, page 70 4.You state that approximately 120 million ETH were outstanding as of April 30, 2024, and approximately 1,700 ether are issued per day. Please update this information throughout as of June 30, 2024, or the most recent practicable date. Similarly update the price of ETH and information relating to the Ethereum Exchanges comprising the Benchmark Rate. Please contact Mark Brunhofer at 202-551-3638 or Jason Niethamer at 202-551-3855 if you have questions regarding comments on the financial statements and related matters. Please contact J. Nolan McWilliams at 202-551-3217 or Sandra Hunter Berkheimer at 202-551-3758 with any other questions. Sincerely, Division of Corporation Finance Office of Crypto Assets cc: Clifford R. Cone, Esq.
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United States securities and exchange commission logo
June 28, 2024
Jan F. van Eck
President and Chief Executive Officer
VanEck Ethereum Trust
c/o VanEck Digital Assets, LLC
666 Third Avenue, 9th Floor
New York, NY 10017
Re:VanEck Ethereum Trust
Amendment No. 4 to Registration Statement on Form S-1
Filed June 21, 2024
File No. 333-255888
Dear Jan F. van Eck:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our June 14, 2024 letter.
Amendment No. 4 to Registration Statement on Form S-1
Prospectus Summary, page 1
1.Refer to your response to prior comment 3. Please disclose how you intend to notify
Shareholders if a Liquidity Provider chooses to terminate its participation or if an
Additional Liquidity Provider is added.
Due To The Unregulated Nature And Lack Of Transparency, page 29
2.We note the use of the term “unregulated” when referring to certain digital asset and ETH
trading platforms. Please revise to qualify your use of this term by clarifying that such
platforms may be subject to regulation in a relevant jurisdiction but may not be
complying. Similarly revise the third and fifth bullet points in the carryover risk factor on
page 25, the third to last bullet point of the summary risk factor on page 10, and the first
FirstName LastNameJan F. van Eck
Comapany NameVanEck Ethereum Trust
June 28, 2024 Page 2
FirstName LastName
Jan F. van Eck
VanEck Ethereum Trust
June 28, 2024
Page 2
paragraph in Note 7 on page Appendix F-5.
Digital Asset Markets In The United States, page 49
3.Please remove the first three sentences of the carryover paragraph beginning at the bottom
of page 49 as this disclosure lacks the appropriate context for the referenced statements.
Limits on ETH Supply, page 70
4.You state that approximately 120 million ETH were outstanding as of April 30, 2024, and
approximately 1,700 ether are issued per day. Please update this information throughout
as of June 30, 2024, or the most recent practicable date. Similarly update the price of ETH
and information relating to the Ethereum Exchanges comprising the Benchmark Rate.
Please contact Mark Brunhofer at 202-551-3638 or Jason Niethamer at 202-551-3855 if
you have questions regarding comments on the financial statements and related matters. Please
contact J. Nolan McWilliams at 202-551-3217 or Sandra Hunter Berkheimer at 202-551-3758
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc: Clifford R. Cone, Esq.