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United States securities and exchange commission logo
June 14, 2024
Ophelia Snyder
President
21Shares Core Ethereum ETF
477 Madison Avenue, 6th Floor
New York, NY 10022
Re:21Shares Core Ethereum ETF
Amendment No. 3 to Registration Statement on Form S-1
Filed May 31, 2024
File No. 333-274364
Dear Ophelia Snyder:
            We have reviewed your 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.
Amendment No. 3 to Registration Statement on Form S-1
Cover page
1.When available, please disclose here the price per Share and aggregate price of the initial
Seed Creation Baskets.
2.Please revise the cover page to state that the Trust will not participate in the proof-of-stake
validation mechanism of the Ethereum network (i.e., the Trust will not “stake” its ether) to
earn additional ether or seek other means of generating income from its ether holdings.
Prospectus Summary, page 1
3.Please disclose here that the Trust is a passive investment vehicle that does not seek to
generate returns beyond tracking the price of ether.
4.Please revise your Prospectus Summary disclosure to clarify, if true, that with respect to
any fork, airdrop or similar event, the Sponsor will cause the Trust to irrevocably abandon
the Incidental Rights or IR Virtual Currency and in the event the Trust seeks to change

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June 14, 2024
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this position, an application would need to be filed with the SEC by your listing exchange
seeking approval to amend its listing rules.
5.Please revise your Prospectus Summary to disclose that shareholders do not have voting
rights under the Trust Agreement except in limited circumstances and briefly describe
those circumstances here and in the Voting by Shareholders section.
6.We note your disclosure in your Creation and Redemption of Shares section beginning on
page 91 regarding the Ether Counterparties. Please revise your Prospectus Summary to:
•Identify any Ether Trading Counterparties with whom the Sponsor has entered into an
agreement. Clarify whether and to what extent any of the Ether Trading
Counterparties are affiliated with or have any material relationships with any of the
Authorized Participants. Alternatively, clarify, if true, that you are not able to identify
any particular Ether Trading Counterparties at this time.
•Disclose, if known, the material terms of any agreement you have entered into, or
will enter into with an Ether Trading Counterparty, including whether and to what
extent there will be any contractual obligations on the part of the Ether Trading
Counterparty to participate in cash orders for creations or redemptions.
Risk Factors, page 14
7.Please add a risk factor describing the risks to Shareholders of the exclusive jurisdiction
provision of the Trust Agreement and state whether this provision applies to causes of
action arising under the U.S. federal securities laws.
8.Please add a risk factor addressing that at times, there has been a single entity that has
reportedly controlled around or in excess of 33% of the total staked ether on the Ethereum
network, which poses centralization concerns and could permit the entity to attempt to
interfere with transaction finality or block confirmations. Address the concern that if such
an entity, or a bad actor with a similar sized stake, were to attempt to interfere with
transaction finality or block confirmations, it could negatively affect the use and adoption
of the Ethereum network, the value of ether, and thus the value of your shares.
Additionally, please revise your "Ethereum is subject to cybersecurity risk" discussion on
page 32 to also address the possibility of a 33% attack and a 66% attack.
An investment in the Trust is not a deposit, page 23
9.Please clarify in the second paragraph, as you do on page 81, that the insurance
maintained by the Ether Custodian is shared among all the Ether Custodian’s customers
and is not specific to the Trust or to customers holding ether with the Ether Custodian.
Similarly revise the Summary discussion on pages 6 and 7.
Ether, Ether Markets and Regulation of Ether, page 61
10.Please add a separately captioned subsection discussing the following related to ether and
the Ethereum network:

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 June 14, 2024 Page 3
 FirstName LastName
Ophelia Snyder
21Shares Core Ethereum ETF
June 14, 2024
Page 3
•Limitations on the supply of ether.
•Quantify the amount of ether outstanding and the amount of ether issued and burned
as of a recent date.
•An expanded discussion of modifications to the Ethereum protocol.
•An updated discussion of recent planned forks, including “Dencun” and EIP 4844.
NAV Determination, page 72
11.Please disclose what policies or procedures you have in place if the Index becomes
unavailable or if the Sponsor determines that the Index does not reflect an accurate ether
price.
Potential In-Kind Creation and Redemption of Shares, page 95
12.Please clarify how you will inform Shareholders if the Exchange receives regulatory
approval and the Sponsor chooses to allow creations and redemptions via in-kind
transactions.
Suspension or Rejection of Redemption Orders, page 95
13.You state that the Sponsor may have difficulty liquidating the Trust’s positions because of
“an unanticipated delay in the liquidation of a position in an over-the-counter contract.”
Please describe the circumstances in which the Trust would have a position in an over-the
counter contract. In this regard, we note your disclosure that the Prime Broker exchanges
the Trust's ether for cash and the Trust's cash for ether in connection with creations,
redemptions and paying the Trust's expenses.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Michelle Miller at 202-551-3368 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