SEC Comment Letter 0000000000-24-007320 to Grayscale Ethereum Mini Trust (ETH) (ETH) (CIK 0002020455) (ETH)
Grayscale Ethereum Mini Trust (ETH) (ETH) (CIK 0002020455)
Date: June 28, 2024 · CIK: 0002020455 · Accession: 0000000000-24-007320
AI Filing Summary & Sentiment
File numbers found in text: 333-278878
Letter
United States securities and exchange commission logo June 28, 2024 Edward McGee Chief Financial Officer Grayscale Ethereum Mini Trust (ETH) c/o Grayscale Investments, LLC 290 Harbor Drive, 4th Floor Stamford, Connecticut 06902 Re:Grayscale Ethereum Mini Trust (ETH) Amendment No. 2 to Registration Statement on Form S-1 Filed June 21, 2024 File No. 333-278878 Dear Edward McGee: 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. Amendment No. 2 to Registration Statement on Form S-1 Prospectus Summary Trust Overview, page 1 1.You state here that Ether has a circulating supply of approximately 120 million coins as of March 31, 2024. You also include other disclosure here and 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. Risk Factors Due to the unregulated nature and lack of transparency..., page 33 2.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
FirstName LastNameEdward McGee Comapany NameGrayscale Ethereum Mini Trust (ETH) June 28, 2024 Page 2 FirstName LastName Edward McGee Grayscale Ethereum Mini Trust (ETH) June 28, 2024 Page 2 may be subject to regulation in a relevant jurisdiction but may not be complying. Regulatory changes or actions by the U.S. Congress..., page 53 3.Please remove the first three sentences in the first full paragraph on page 54 as the disclosure lacks the appropriate context for the referenced statements. Please contact Michelle Miller at 202-551-3368 or Mark Brunhofer at 202-551-3638 if you have questions regarding comments on the financial statements and related matters. Please contact David Lin at 202-551-3552 or Justin Dobbie at 202-551-3469 with any other questions. Sincerely, Division of Corporation Finance Office of Crypto Assets cc: Dan Gibbons
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United States securities and exchange commission logo
June 28, 2024
Edward McGee
Chief Financial Officer
Grayscale Ethereum Mini Trust (ETH)
c/o Grayscale Investments, LLC
290 Harbor Drive, 4th Floor
Stamford, Connecticut 06902
Re:Grayscale Ethereum Mini Trust (ETH)
Amendment No. 2 to Registration Statement on Form S-1
Filed June 21, 2024
File No. 333-278878
Dear Edward McGee:
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.
Amendment No. 2 to Registration Statement on Form S-1
Prospectus Summary
Trust Overview, page 1
1.You state here that Ether has a circulating supply of approximately 120 million coins as of
March 31, 2024. You also include other disclosure here and 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.
Risk Factors
Due to the unregulated nature and lack of transparency..., page 33
2.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
FirstName LastNameEdward McGee
Comapany NameGrayscale Ethereum Mini Trust (ETH)
June 28, 2024 Page 2
FirstName LastName
Edward McGee
Grayscale Ethereum Mini Trust (ETH)
June 28, 2024
Page 2
may be subject to regulation in a relevant jurisdiction but may not be complying.
Regulatory changes or actions by the U.S. Congress..., page 53
3.Please remove the first three sentences in the first full paragraph on page 54 as the
disclosure lacks the appropriate context for the referenced statements.
Please contact Michelle Miller at 202-551-3368 or Mark Brunhofer at 202-551-3638 if
you have questions regarding comments on the financial statements and related matters. Please
contact David Lin at 202-551-3552 or Justin Dobbie at 202-551-3469 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc: Dan Gibbons