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January 31, 2024
Re: | Grayscale Ethereum Trust (ETH) |
Form 10-K for Fiscal Year Ended December 31, 2022
Form 10-Q for Fiscal Quarter Ended September 30, 2023
Responses Dated October 6, 2023 and November 21, 2023
File No. 000-56193
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: | David Irving |
Mark Brunhofer
Jessica Livingston
David Lin
Ladies and Gentlemen:
As requested in your letter dated January 10, 2024 and in oral discussions on January 31, 2024, Grayscale Investments, LLC, a Delaware limited liability company (the Sponsor) and the sponsor of Grayscale Ethereum Trust (ETH) (the Trust), acknowledges and confirms its understanding that the decision by the Staff not to issue additional comments regarding the above-referenced filing with respect to its response to comment 9 in the Staffs September 14, 2023 letter and to the related disclosure in the Trusts Form 10-Q for the period ended September 30, 2023 shall not be interpreted by the Sponsor or the Trust to mean that the Staff agrees or disagrees with the responses previously provided to the Staff, or the Trusts disclosure including any legal conclusions the Trust or Sponsor have made, positions the Trust or Sponsor have taken or practices the Trust or Sponsor have engaged in or may engage in with respect to this matter.
Please do not hesitate to contact me at michael@grayscale.com, or the Sponsors outside counsel, Joseph A. Hall at 212-450-4565 or joseph.hall@davispolk.com, or Dan Gibbons at 212-450-3222 or dan.gibbons@davispolk.com, if you have any questions regarding the foregoing or if I can provide any additional information.
Very truly yours,
/s/ Michael Sonnenshein |
Michael Sonnenshein, Chief Executive Officer, Grayscale Investments, LLC |
cc: | Joseph A. Hall, Davis Polk & Wardwell LLP |
Dan Gibbons, Davis Polk & Wardwell LLP
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