SEC Comment Letter 0000000000-24-007324 to iShares Ethereum Trust ETF (ETHA) (CIK 0002000638) (ETHA)
iShares Ethereum Trust ETF (ETHA) (CIK 0002000638)
Date: June 28, 2024 · CIK: 0002000638 · Accession: 0000000000-24-007324
AI Filing Summary & Sentiment
File numbers found in text: 333-275583
Letter
United States securities and exchange commission logo June 28, 2024 Shannon Ghia Director, President and Chief Executive Officer iShares Ethereum Trust c/o iShares Delaware Trust Sponsor LLC 400 Howard Street San Francisco, CA 94105 Re:iShares Ethereum Trust Amendment No. 2 to Registration Statement on Form S-1 Filed June 21, 2024 File No. 333-275583 Dear Shannon Ghia: 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. 2 to Registration Statement on Form S-1 General 1.We note your response to prior comment 2. Please update your EDGAR header tags to show "Type of Payment" as "2." The Offering, page 6 2.We note your response to prior comment 5 and your statements on pages 16 and 101 that "JSCT, LLC" is an Authorized Participant. Revise to state, if true, that Jane Street Capital, LLC is an Authorized Participant. Also disclose whether and to what extent there will be any contractual obligations on the part of the Ether Trading Counterparties to participate in cash orders for creations or redemptions.
FirstName LastNameShannon Ghia Comapany NameiShares Ethereum Trust June 28, 2024 Page 2 FirstName LastName Shannon Ghia iShares Ethereum Trust June 28, 2024 Page 2 Due to the unregulated nature and lack of transparency, page 37 3.We note the use of the term “unregulated” when referring to certain crypto asset 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. Digital asset markets in the United States exist in a state of regulatory uncertainty, page 60 4.Please remove the first three sentences in the second paragraph on page 61 as the disclosure lacks the appropriate context for the referenced statements. Limits on Ether Supply, page 82 5.You state here that as of March 31, 2024, approximately 120 million ether were outstanding. You also include disclosure elsewhere in the prospectus as of March 31, 2024. Please revise to update this information as of June 30, 2024, or the most recent practicable date. 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 John Dana Brown at 202-551-3859 or Justin Dobbie at 202-551-3469 with any other questions. Sincerely, Division of Corporation Finance Office of Crypto Assets cc: Clifford Cone
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United States securities and exchange commission logo
June 28, 2024
Shannon Ghia
Director, President and Chief Executive Officer
iShares Ethereum Trust
c/o iShares Delaware Trust Sponsor LLC
400 Howard Street
San Francisco, CA 94105
Re:iShares Ethereum Trust
Amendment No. 2 to Registration Statement on Form S-1
Filed June 21, 2024
File No. 333-275583
Dear Shannon Ghia:
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. 2 to Registration Statement on Form S-1
General
1.We note your response to prior comment 2. Please update your EDGAR header tags to
show "Type of Payment" as "2."
The Offering, page 6
2.We note your response to prior comment 5 and your statements on pages 16 and 101 that
"JSCT, LLC" is an Authorized Participant. Revise to state, if true, that Jane Street Capital,
LLC is an Authorized Participant. Also disclose whether and to what extent there will be
any contractual obligations on the part of the Ether Trading Counterparties to participate
in cash orders for creations or redemptions.
FirstName LastNameShannon Ghia
Comapany NameiShares Ethereum Trust
June 28, 2024 Page 2
FirstName LastName
Shannon Ghia
iShares Ethereum Trust
June 28, 2024
Page 2
Due to the unregulated nature and lack of transparency, page 37
3.We note the use of the term “unregulated” when referring to certain crypto asset 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.
Digital asset markets in the United States exist in a state of regulatory uncertainty, page 60
4.Please remove the first three sentences in the second paragraph on page 61 as the
disclosure lacks the appropriate context for the referenced statements.
Limits on Ether Supply, page 82
5.You state here that as of March 31, 2024, approximately 120 million ether were
outstanding. You also include disclosure elsewhere in the prospectus as of March 31,
2024. Please revise to update this information as of June 30, 2024, or the most recent
practicable date.
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 John Dana Brown at 202-551-3859 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc: Clifford Cone