Grayscale Ethereum Mini Trust ETH

Prior to the creation of any Baskets through Authorized Participants pursuant to this prospectus, the Sponsor currently intends to effectuate the initial creation of Shares of the Trust (the “Initial Distribution Basket Creation”) through the contribution by Grayscale Ethereum Trust (ETH) (“ETHE”) of a certain amount of Ether to the Trust as consideration and in exchange for newly created Shares of the Trust. The newly created Shares of the Trust will then be distributed to shareholders of ETHE (“ETHE Shareholders”) as of a date to be determined by the Sponsor (the “Record Date”), pro rata based on a 1:1 ratio, such that for each one (1) share of ETHE (“ETHE Shares”) held by each ETHE Shareholder on the Record Date, such ETHE Shareholder will be entitled to receive one (1) Share of the Trust on a subsequent date to be determined by the Sponsor (the “Distribution Date”) (such transactions collectively, the “Initial Distribution”).

As a result of the contemplated Initial Distribution, following the Distribution Date (and prior to the creation of any Baskets through Authorized Participants pursuant to this prospectus), the Trust will hold approximately % of the Ether that was held by ETHE as of the Record Date and ETHE would hold the remaining approximately % of the Ether that was held by ETHE as of the Record Date, in each case, reduced by the portion of the Sponsor’s Fee attributable to such Ether accrued and paid between the Record Date and the Distribution Date. Based on the number of ETHE Shares outstanding and amount of Ether held by ETHE as of the Record Date, the Sponsor anticipates that Shares will be distributed to ETHE Shareholders in the aggregate, and that the Trust will hold approximately Ether immediately following the consummation of the Initial Distribution, reflecting an illustrative per share price of $ for the Trust’s Shares. Prior to the creation of any Baskets through Authorized Participants pursuant to this prospectus, these Shares will represent all of the outstanding Shares of the Trust.

Neither the number of outstanding ETHE Shares nor the exposure of ETHE Shareholders to Ether underlying their aggregate shareholdings (including ETHE Shares and Shares of the Trust) are expected to change as a result of the contemplated Initial Distribution. No consent, authorization, approval or proxy is being sought from ETHE Shareholders in connection with the Initial Distribution, and 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 Trust on the Distribution Date. Following the Initial Distribution, the Trust and ETHE will operate as independent NYSE Arca listed exchanged-traded commodity products, and neither will have any share ownership, beneficial or otherwise, in the other.

The Sponsor does not expect the Initial Distribution to be a taxable event for ETHE or its shareholders.

ETHE intends to file an Information Statement on Schedule 14C with the SEC, describing the terms and conditions of the contemplated Initial Distribution.