Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): November 8, 2024

   

Grayscale Ethereum Mini Trust ETF

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-42184	99-6447880
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Grayscale Investments, LLC 290 Harbor Drive, 4th Floor
Stamford, Connecticut		06902
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: 212 668-1427

   

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Grayscale Ethereum Mini Trust ETF Shares	ETH	NYSE Arca, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On November 8, 2024, Grayscale Investments, LLC, the sponsor (the “Sponsor”) of Grayscale Ethereum Mini Trust ETF (the “Trust”), issued a press release announcing its intention to effect a reverse share split of the Trust’s shares, at a ratio of 1-for-10 (the “Reverse Share Split”), effective as of 5:00 p.m. Eastern Time on November 19, 2024 (the “Effective Time”). As of the Effective Time, every 10 (ten) shares of the Trust’s existing shares will automatically convert into 1 (one) share.

As a result of the Reverse Share Split, a shareholder could hold a fractional share. Any fractional shares that would be created as a result of the Reverse Share Split may either, at the discretion of such shareholder’s Depository Trust Company (“DTC”) participant, (i) be tracked by such DTC participant on its internal ledgers or (ii) be aggregated and sold after determination of the number of fractional shares that would be created as a result of the Reverse Share Split, and shareholders will receive the net cash proceeds of such sale in proportion to the fractional shares sold that would otherwise be held by such shareholder as a result of the Reverse Share Split. Fractional shares cannot trade on NYSE Arca, Inc. (“NYSE Arca”).

Following the Reverse Share Split, on November 20, 2024, the shares will continue to trade on NYSE Arca under the symbol “ETH.” The Reverse Share Split is expected to increase the price per share of the Trust to ten times the net asset value of a share prior to the Reverse Share Split, with a proportionate decrease in the number of shares outstanding (excluding fractional shares). The new CUSIP number for the shares following the Reverse Share Split will be 38964R 203.

The press release announcing the Reverse Share Split is filed as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.		Description
99.1		Press Release announcing the Reverse Share Split
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			Grayscale Investments, LLC, as Sponsor of Grayscale Ethereum Mini Trust ETF

Date:	November 8, 2024	By:	/s/ Edward McGee
			Name: Edward McGee Title: Chief Financial Officer*

* The Registrant is a trust and the identified person signing this report is signing in their capacity as an authorized officer of Grayscale Investments, LLC, the Sponsor of the Registrant.

Exhibit 99.1

Grayscale Investments® Announces Intention to Effect Reverse Share Splits for Grayscale® Bitcoin Mini Trust ETF (Ticker: BTC) and Grayscale® Ethereum Mini Trust ETF (Ticker: ETH)

November 8, 2024 -- Grayscale Investments® (“Grayscale”), an asset management firm with over a decade of expertise in crypto investing, offering more than 25 crypto investment products, today announced its intention to effect reverse share splits of two of its exchange-traded products (“ETPs”), Grayscale® Bitcoin Mini Trust ETF (NYSE Arca: BTC) and Grayscale® Ethereum Mini Trust ETF (NYSE Arca: ETH), with details as follows:


ETP Name	Old CUSIP	New CUSIP	Split Ratio
Grayscale® Bitcoin Mini Trust ETF (NYSE Arca: BTC)	389930 108	389930 207	1:5
Grayscale® Ethereum Mini Trust ETF (NYSE Arca: ETH)	38964R 104	38964R 203	1:10

Grayscale Bitcoin Mini Trust ETF and Grayscale Ethereum Mini Trust ETF (collectively the “Funds”) are not registered under the Investment Company Act of 1940 (the “1940 Act”) and therefore are not subject to the same regulations and protections as 1940 Act registered ETFs and mutual funds.

Effective as of 5:00 pm Eastern Time on November 19, 2024, Grayscale will effect a reverse share split for each of BTC and ETH at the above ratios. Following the reverse share splits, on November 20, 2024, the shares of each Fund will continue to trade on NYSE Arca, Inc. (“NYSE Arca”) under the symbols “BTC” and “ETH” respectively. The reverse share splits are expected to increase the price per share of BTC to five times the net asset value of a share, and of ETH to ten times the net asset value of a share, prior to the reverse share splits, with proportionate decreases in the number of shares outstanding (excluding fractional shares). For example, every five pre-split shares of BTC will result in the receipt of one post-split share of BTC, which will be five times higher than the net asset value (“NAV”) per share of a pre-split share.

Illustration of Reverse Split

The following table shows the effect of a hypothetical 1:5 reverse split:


Period	Number of Shares Owned	Hypothetical NAV per Share	Value of Shares
Pre-Split	500	$2	$1,000
Post-Split	100	$10	$1,000

The following table shows the effect of a hypothetical 1:10 reverse split:


Period	Number of Shares Owned	Hypothetical NAV per Share	Value of Shares
Pre-Split	1,000	$1	$1,000
Post-Split	100	$10	$1,000

Fractional Shares

As a result of the reverse share splits, a shareholder of the Funds’ shares could hold fractional shares. Any fractional shares that would be created as a result of the reverse share splits may either, at the discretion of such shareholder’s DTC participant, (i) be tracked by such DTC participant on its internal ledgers or (ii) be aggregated and sold after determination of the number of fractional shares that would be created as a result of the reverse share split, and shareholders will receive the net cash proceeds of such sale in proportion to the fractional shares sold that would otherwise be held by such shareholder as a result of such reverse share split. Fractional shares cannot trade on NYSE Arca.

About Grayscale Investments®

Grayscale enables investors to access the digital economy through a family of 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.

Important Disclosures

Please read the Funds’ prospectuses carefully before investing in the Funds. Foreside Fund Services, LLC is the Marketing Agent for the Funds.

Investing involves risk, including possible loss of principal. Investments in the Funds are subject to a high degree of risk and heightened volatility. Digital assets are not suitable for an investor that cannot afford the loss of the entire investment. An investment in the Funds is not a direct investment in Bitcoin or Ether. The Funds are subject to significant risk and heightened volatility. The Funds are not suitable for all investors and an investor may lose all their money.

Media Contact
Jennifer Rosenthal
press@grayscale.com

Client Contact
866-775-0313
info@grayscale.com

Document And Entity Information	Nov. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 08, 2024
Entity Registrant Name	Grayscale Ethereum Mini Trust ETF
Entity Central Index Key	0002020455
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Securities Act File Number	001-42184
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	99-6447880
Entity Address, Address Line One	c/o Grayscale Investments, LLC
Entity Address, Address Line Two	290 Harbor Drive, 4th Floor
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06902
City Area Code	212
Local Phone Number	668-1427
Entity Information, Former Legal or Registered Name	N/A
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Grayscale Ethereum Mini Trust ETF Shares
Trading Symbol	ETH
Security Exchange Name	NYSEArca