Grayscale Investments®, the world’s largest crypto asset manager*,
offering more than 20 crypto investment products, today announced
that it has set a record date of July 18, 2024 (the “Record Date”)
for the initial creation and distribution of shares of Grayscale
Ethereum Mini Trust (the “ETH Trust”) to shareholders of Grayscale
Ethereum Trust (Ticker: ETHE) (“ETHE”) (referred to as the “Initial
Distribution”). Grayscale intends to list the ETH Trust on NYSE
Arca, subject to required regulatory approvals, under the ticker
symbol “ETH.”
As part of the contemplated Initial Distribution, each holder of
shares (the “ETHE Shares”) of ETHE as of 4:00 PM ET on the Record
Date will be entitled to receive shares (the “ETH Shares”) of the
ETH Trust, a Delaware statutory trust sponsored by Grayscale, as
described in a preliminary information statement on Schedule 14C,
initially filed with the Securities and Exchange Commission on
April 23, 2024 and most recently amended on July 8, 2024 (the
“Preliminary Information Statement”). ETHE will also file a
definitive information statement on Schedule 14C with the
Securities and Exchange Commission on or after the Record Date.
In the Initial Distribution, ETHE will contribute 10% of the
Ether that it holds as of 4:00 PM ET on the Record Date to the ETH
Trust, and each holder of ETHE Shares as of 4:00 PM ET on the
Record Date will be entitled to receive ETH Shares pro rata based
on a 1:1 ratio, such that for each one (1) ETHE Share held by an
ETHE shareholder as of 4:00 PM ET on the Record Date, such ETHE
shareholder will be entitled to receive one (1) ETH Share on the
Distribution Date, as described below and in the Preliminary
Information Statement. ETHE shareholders will not need to pay any
consideration, exchange or surrender existing ETHE Shares, or take
any other action to receive ETH Shares.
Record Date |
July 18, 2024 |
Ratio of ETHE Shares: ETHShares |
1:1 |
% of ETHE contributed to theETH Trust |
10% |
Distribution Date |
Subject to conditions statedbelow |
|
|
Importantly, both the launch of the ETH Trust and the Initial
Distribution of ETH Shares to ETHE shareholders are subject to
regulatory review and customary conditions. The “Distribution Date”
will be the first date following the Record Date on which the
conditions to the Initial Distribution have been satisfied,
including (i) the filing and effectiveness of the ETH Trust’s
registration statement on Form 8-A to register the ETH Shares under
the Exchange Act, (ii) the effectiveness of the ETH Trust’s
registration statement on Form S-1 (Registration No. 333-278878)
under the Securities Act, and (iii) the ETH Shares having been
approved for listing on NYSE Arca. The Distribution Date will be no
sooner than July 19, 2024, and, as a result of such conditions not
having been satisfied as of the date hereof, no assurance can be
given that the Initial Distribution will occur on Grayscale’s
anticipated timeline, or at all.
Subject to the limitations and qualifications set forth in the
Preliminary Information Statement filed by ETHE (including with
respect to the qualification of both ETHE and the ETH Trust as
grantor trusts for U.S. federal income tax purposes and the proper
allocation of existing tax basis between ETHE Shares and ETH
Shares), it is expected that neither ETHE nor any beneficial owner
of ETHE Shares will recognize any gain or loss for U.S. federal
income tax purposes as a result of the Initial Distribution.
Accordingly, it is expected that neither ETHE’s contribution of
Ether to the ETH Trust nor ETHE’s distribution of shares in the ETH
Trust to ETHE shareholders as of 4:00 PM ET on the Record Date will
be reported to any beneficial owner of ETHE Shares (or to any
intermediary holding ETHE Shares) as giving rise to income, gain,
loss, deduction, credit or proceeds.
From and after July 18, 2024 (the “Ex-Distribution Date”), ETHE
Shares will trade without the right to receive ETH Shares in the
Initial Distribution. There is not expected to be a “when-issued”
market for the ETH Shares prior to the Distribution Date. Following
the Initial Distribution, ETHE shareholders as of 4:00 PM ET on
July 18, 2024 will automatically see both ETHE Shares and ETH
Shares in their portfolios or investment accounts on the
Distribution Date.
The Grayscale team will communicate additional updates, as
applicable, including the anticipated Distribution Date, any
material updates regarding pending regulatory approval and
customary conditions, and the announcement of Grayscale Ethereum
Trust’s and Grayscale Ethereum Mini Trust’s first day of trading on
NYSE Arca.
*By AUM as of 6/28/2024
NO OFFER OR SOLICITATIONThis communication is
for informational purposes, solely in your capacity as a
shareholder of ETHE, and does not constitute an offer to sell or
the solicitation of an offer to buy any securities or a
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction. No shareholder
approval of the Initial Distribution is required by applicable law,
and we are not seeking ETHE shareholder approval.
FORWARD-LOOKING STATEMENTSCertain of the
statements contained herein may be statements of future
expectations and other forward-looking statements that are based on
Grayscale’s views and assumptions and involve known and unknown
risks and uncertainties that could cause actual events to differ
materially from those expressed or implied in such statements.
Grayscale assumes no obligation to update any forward-looking
statements contained herein and you should not place undue reliance
on such statements, which speak only as of the date hereof.
Although Grayscale has taken reasonable care to ensure that the
information contained herein is accurate, no representation or
warranty (including liability towards third parties), expressed or
implied, is made by Grayscale as to its accuracy, reliability, or
completeness. You should not make any investment decisions based on
these forward-looking statements. No assurance can be given that
the Initial Distribution will occur on Grayscale’s anticipated
timeline, or at all.
IMPORTANCE OF OBTAINING PROFESSIONAL TAX
ADVICEThis communication is not intended as, and does not
constitute, tax advice. As further discussed in the section of the
Preliminary Information Statement filed by ETHE entitled “Material
U.S. Federal Income Tax Consequences of the Initial Distribution,”
the U.S. federal income tax consequences of the Initial
Distribution are complex, subject to uncertainty in certain
respects and may be affected by circumstances specific to a
beneficial owner of ETHE Shares. Any beneficial owner of ETHE
Shares who receives ETH Shares in the Initial Distribution, and any
intermediary holding ETHE Shares or ETH Shares, should consult
their own tax advisor regarding the U.S. federal income tax
consequences of the Initial Distribution, including the proper
allocation of existing tax basis between ETHE Shares and ETH
Shares. Please refer to the Preliminary Information Statement filed
by ETHE for more information, including other U.S. federal income
tax considerations relating to the Initial Distribution and
ownership of the ETH Shares.
ADDITIONAL INFORMATION AND WHERE TO FIND ITA
definitive information statement on Schedule 14C will be furnished
to ETHE shareholders on or after the Record Date for the purpose of
informing ETHE shareholders of the Initial Distribution, in
substantial compliance with Regulation 14C of the Exchange Act. The
information statement will describe the Grayscale Ethereum Mini
Trust, risks of owning shares of the Grayscale Ethereum Mini Trust
and other details regarding the Initial Distribution, and will be
made available on our website at
www.grayscale.com/documents#regulatoryfilings. ETHE shareholders
will not need to pay any consideration, exchange or surrender
existing ETHE Shares, or take any other action to receive shares of
the Grayscale Ethereum Mini Trust in connection with the Initial
Distribution.
ETHE is not a fund registered under the Investment
Company Act of 1940 and is not subject to regulation under the
Investment Company Act of 1940, unlike most mutual funds or
ETFs.
Grayscale Ethereum Trust and Grayscale Ethereum Mini
Trust Risk Disclosures:An investment in the Grayscale
Ethereum Trust or Grayscale Ethereum Mini Trust may be deemed
speculative and is not intended as a complete investment program.
An investment in ETHE or the Grayscale Ethereum Mini Trust should
be considered by persons financially able to maintain their
investment and who can bear the risk of total loss associated with
an investment in ETHE or the Grayscale Ethereum Mini Trust. Extreme
volatility of trading prices that many digital assets, including
Ether, have experienced in recent periods and may continue to
experience, could have a material adverse effect on the value of
ETHE and the Grayscale Ethereum Mini Trust and the shares of each
trust could lose all or substantially all of their value. Digital
assets represent a new and rapidly evolving industry. The value of
ETHE and the Grayscale Ethereum Mini Trust depends on the
acceptance of the digital assets, the capabilities and development
of blockchain technologies and the fundamental investment
characteristics of the digital asset. Digital asset networks are
developed by a diverse set of contributors and the perception that
certain high-profile contributors will no longer contribute to the
network could have an adverse effect on the market price of the
related digital asset. Digital assets may have concentrated
ownership and large sales or distributions by holders of such
digital assets could have an adverse effect on the market price of
such digital assets. The value of ETHE and the Grayscale Ethereum
Mini Trust relate directly to the value of the underlying digital
asset, the value of which may be highly volatile and subject to
fluctuations due to a number of factors.
A registration statement related to Grayscale Ethereum Mini
Trust has been filed with the SEC but has not yet become effective.
An investment in the Grayscale Ethereum Mini Trust cannot be made,
nor money accepted, until the registration statement is effective.
An investor should consider the investment objectives, risks, and
charges and expenses of the Grayscale Ethereum Mini Trust carefully
before investing. A preliminary prospectus which contains
information about Grayscale Ethereum Mini Trust may be obtained by
emailing info@grayscale.com. The information in the
preliminary prospectus is not complete and may be changed. The
final prospectus should be read carefully before investing, and
when available may be obtained from the same source. This
communication is not an offer to sell shares and is not soliciting
an offer to buy shares in any state where the offer or sale is not
permitted.
Grayscale Investments, LLC is the Sponsor of Grayscale Ethereum
Trust and Grayscale Ethereum Mini Trust.
About Grayscale Investments®Grayscale enables
investors to access the digital economy through a family of
regulated and future-forward investment products. Founded in 2013,
Grayscale has a proven track record and deep expertise as the
world’s largest crypto asset manager. Investors, advisors, and
allocators turn to Grayscale for single-asset, diversified, and
thematic exposure. Certain Grayscale products are distributed by
Grayscale Securities, LLC (Member FINRA/SIPC) and certain products
are managed by Grayscale Advisors, LLC.
Media ContactJennifer
Rosenthalpress@grayscale.com
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