… following its review of a recent statement issued by the U.S.

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ISLAMABAD: The Securities and Exchange Commission of Pakistan (SECP) is planning to make it obligatory for all public listed, public unlisted, public interest, and private limited companies to have their shares in book-entry form in compliance with Section 72 of the Companies Act, 2017.
The SECP officials told Business Recorder, on Saturday, that the section 72 of the Companies Act, 2017 (the “Act”) requires every company having share capital to have its shares in book-entry form only, from the date notified by the Commission. Further, every existing company is required to replace its physical shares with book-entry form.
A period of four years is specified in the Act for implementation of this provision and the deadline will end on May 30, 2021.
Section 72 is reproduced below for ready reference: “72. Issuance of shares in book-entry form.—(1) After the commencement of this Act from a date notified by the Commission, a company having share capital, shall have shares in book-entry form only.
(2) Every existing company shall be required to replace its physical
shares with book-entry form in a manner as may be specified and from the date notified by the Commission, within a period not exceeding four years from the commencement of this Act: Provided that the Commission may notify different dates for different classes of companies: Provided further that the Commission may, if it deems appropriate, extend the period for another two years besides the period stated herein.
(3) Nothing contained in this section shall apply to the shares of such companies or class of companies as may be notified by the Commission.”
Furthermore, Regulation 17 of the Companies (General Provisions and Forms) Regulations, 2018 states as under:-
“17. Issuance of shares in book-entry form.—Subsequent to the notification under section 72 of the Act, all companies required to replace its physical shares with book-entry form shall apply to a Central Depository in terms of the relevant Regulations for declaration of company’s shares as eligible securities and comply with the requirements of the Central Depository for issuance of shares in book entry form.”
Officials explained that in view of the mentioned requirements of the Act and as a step further towards digitization, the Securities and Exchange Commission of Pakistan (SECP) is considering to make it obligatory for all public listed, public unlisted, public interest, and private limited companies to have their shares in book-entry form in compliance with Section 72 of the Companies Act, 2017. Shares held in book-entry form shall have the same rights and privileges as shares held in physical certificate form.
However, rights and privileges of shares held in physical form may be restricted at a future date due to non-compliance with the provision of section 72 of the Companies Act, 2017.
Once notified, all companies required to replace their physical shares with book-entry form shall apply to a central depository licensed by the SECP for conversion of existing physical shares and further issuance of shares in the book entry form.
The central depository shall prescribe procedures for such conversion and issuance of shares including documentation required, process to be followed and applicable fee and charges, officials stated.
The SECP is of the view that conversion of shares into book-entry form will make the process of share handling more efficient, risk free and would help to minimise shareholding disputes.
Handling of shares in case of corporate actions i.e. issue of bonus/right shares and transfer or selling of shares would be much easier, if shares are converted into book-entry form.
Book entry securities can be pledged to a bank to obtain financing against them.
Furthermore, it would help to reduce the risks and costs associated with storing of physical share certificates, which are susceptible to be lost, stolen and/or damaged and conversion of shares would help to avoid such problems.
All stakeholders are invited to provide their feedback on the issues relating to conversion of physical shares into Book Entry Form on this discussion forum before May 20, 2021, the SECP officials added.

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A: A fiduciary standard requires people who might give you financial advice to act in your best interest, recommending or doing whatever will serve you best and avoiding any conflict of interest.
Some advisers (like broker-dealers) may simply abide by a “suitability” standard, recommending or doing whatever is suitable for their clients. What’s suitable, though, may not be what’s best – and it might earn them a sales commission that a better move for you might not. Indeed, among your options for suitable investments, a nonfiduciary adviser might recommend the least suitable one. (Of course, many nonfiduciary advisers are still ethical and may serve you well.)
Supreme Court Justice Benjamin Cardozo famously referred to the fiduciary standard by noting, “A trustee is held to something stricter than the morals of the marketplace.”
When you’re looking for financial advice, it’s smart to ensure that your adviser is held to the fiduciary standard, looking out for your best interest before his or her own. Registered Investment Advisers (RIAs) and Certified Financial Planners (CFPs) are generally held to the fiduciary standard.

Q: What’s an 8-K report? – L.C., Lexington, Ky.
A: Publicly traded companies in the U.S. are required by the Securities and Exchange Commission (SEC) to release financial reports every quarter. If certain notable things happen between those reports that may impact the company’s health or performance, then an 8-K, or “current report,” must be filed. An 8-K might report a completed merger or acquisition, a bankruptcy filing, a change in top leadership, layoffs, or plant closures, among other things. You can look up SEC filings at SEC.gov.
Fool’s school
Researching companies: If you’re thinking about investing in a company, dig into it: Learn enough to make a confident, informed decision to buy or not to buy. Here are some questions you might ask. (Don’t worry about unfamiliar terms – just start learning about investing, and you’ll get better over time.)
Is the company in a growing industry? What’s its business model – how, exactly, does it make its money? Does it require a lot of money to operate and grow (as in manufacturing) or not so much (as in online marketplaces)?

How has it been performing? Are its revenue, earnings and profit margins growing? How does it compare with competitors? Is it growing its market share?
MORE MOTLEY FOOL:

What sustainable competitive advantages does it have? Examples include a strong brand, valuable patented technology, economies of scale, a big multinational presence and robust employee retention.
Does management impress you by communicating candidly (as in annual letters to shareholders) and executing smart strategies?

What risks does the company face? Many things could go wrong, such as losing a customer that accounts for a big chunk of its business. (Companies’ annual 10-K reports typically list a variety of risks.)
Does the company pay a dividend? If so, what does it currently yield, and how much has it been increased over the past few years? (Stocks without dividends can be great investments, but reliable income from a solid dividend payer is appealing, too.)
Does the stock seem overvalued or undervalued? (Ideally, you’d buy shares that are undervalued.) Valuing a company is a subjective endeavor, but undervalued stocks typically have price-to-earnings (P/E) ratios below their own five-year averages and below those of competitors.
Next week we’ll offer some resources that can help you research companies of interest. In the meantime, you might learn more in investing books by Joel Greenblatt, Peter Lynch, Philip Fisher, John Bogle and The Motley Fool.
My dumbest investment
15-Year Blues: My dumbest investment move was buying my house with a 15-year mortgage. – A.V., online
The Fool responds: That wasn’t necessarily a dumb move – both 15-year and 30-year home loans have their advantages and disadvantages. You didn’t explain why you’re unhappy with your 15-year mortgage, but it’s likely you don’t like the higher monthly payments, which can leave you with less money each month for saving, investing or spending on essentials and treats. On the other hand, a shorter-term mortgage will let you pay off your home and build equity much more quickly, while paying a lot less in interest over the life of the loan. (A 15-year loan typically has a lower interest rate, too.)
Meanwhile, 30-year mortgages have lower monthly payments but higher interest rates, and you’ll pay a lot more in interest over the life of the loan. A loan can help you qualify to buy a more costly home – but it’s generally better to buy a less expensive one so you have wiggle room if you lose a job or suffer some other financial setback.
Also note that it’s best to build up your credit score as much as you can before borrowing money, so that you’re offered better interest rates. Paying bills on time and paying down debts can help with that.
Foolish Trivia
Name that company: I trace my roots back to 1886, when I was formed in Pennsylvania as a water and gas business. I bought and sold many companies and then went bankrupt in 1913, but reorganized and survived. In 1947, I reportedly had assets of $183 million when an eighth-grade dropout bought me in an auction for $13 million. In 2008, I began trading on the New York Stock Exchange. Today, with a market value recently topping $28 billion, I’m America’s biggest and most geographically diverse publicly traded water and wastewater utility company, serving some 15 million people in 46 states. Who am I?
Last week’s trivia answer: I trace my roots back to 1932, when McGee Airways and Star Air Service began flying in Anchorage. By the late 1940s, I was one of the world’s largest charter operators, having bought some former military aircraft. I delivered food in the Berlin Airlift and transported Yemenite Jews to Israel in 1949. Today, with a market value recently topping $8.5 billion, I’m an international operator; I take more than 44 million customers to more than 115 destinations in four countries annually. I was the first North American airline to sell tickets online. I bought Virgin America in 2016. Who am I? (Answer: Alaska Air Group (parent of Alaska Airlines)
The Motley Fool take
Spinning for dollars: Peloton Interactive (Nasdaq: PTON) enjoyed a huge tailwind from the pandemic in 2020. With gyms closed and social distancing in place, demand for in-home exercise equipment soared. Peloton’s combination of hardware and connected exercise services got a huge boost and enjoyed stellar growth, but now investors are focused on figuring out which stocks are likely to thrive in a post-pandemic world.
As gyms start to reopen, the company’s offerings could seem less essential. But while the exercise innovator’s growth might be uneven in the near term, relaxing social distancing probably won’t destroy its long-term opportunities.
Meanwhile, Peloton might have to recall its treadmill due to safety concerns – a move that may push its shares down further.
Peloton’s stock price is already factoring in an economic recovery and a possible treadmill recall, recently trading down 41% from its 52-week high. The brand still looks very strong; Peloton is a first mover in the connected exercise equipment space and still has a lot of room for growth.
The stock isn’t low-risk by any stretch, but the business is executing at a high level, posting impressive growth and recording strong profit margins. For investors with a buy-and-hold approach, Peloton could be a winner. (The Motley Fool owns shares of and has recommended Peloton Interactive.)
Copyright 2021 The Motley FoolDistributed by Andrews McMeel Syndication.

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How much money has a publicly traded company borrowed? Good luck finding out.
Many U.S. businesses fail to promptly disclose their borrowing as mandated by the Securities and Exchange Commission, making it harder for shareholders to scrutinize a business’s leverage, according to new research.
A study conducted by researchers at the Anderson School of Management at the University of California, Los Angeles, found that publicly traded U.S. companies failed to promptly disclose 18% of loans between 2005 and 2017 in a Form 8-K with the SEC as required. Form 8-K is used to report material developments in companies’ finances between quarterly or annual reports.
“This is pretty clear evidence that companies selectively comply with regulations to disclose” loans, says Judson Caskey, an associate professor of accounting at Anderson, who co-wrote the study.
The researchers examined data from 13,628 loan agreements for 2,766 companies from the DealScan database between 2005 and 2017. DealScan collects loan information directly from borrowers and lenders as well as SEC filings.

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Bitcoin ETF: The SEC shouldn’t keep dragging its feet | Fortune

You need to enable JavaScript to view this site.

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The investor disclosed the trades, among others, in a form it filed with the Securities and Exchange Commission.

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American Savings Bank President and CEO Rich Wacker, who was replaced at the close of business today by Executive Vice President of Operations Ann Teranishi, will receive a separation agreement worth $5 million, less applicable taxes, according to a regulatory filing Thursday by parent company Hawaiian Electric Industries Inc.
Wacker, 58, had served as head of the state’s third-largest bank since 2010. In a Securities and Exchange Commission filing, HEI said the leadership transition “is part of a succession planning process and is not related to ASB’s operational performance or financial condition.”
He received a pay package worth just under $2 million in 2020, according to HEI’s latest proxy filing with the SEC.
A news release Thursday by ASB said that Wacker was leaving the company to “pursue other interests.” But Wacker said later in a phone interview that the timing of his departure was not his decision, he had no other jobs lined up, and that the board of directors decide the CEO. He added, though, that “Ann’s a great successor and I’m confident in her success.”
Teranishi, 46, has been at the bank for nearly 14 years.
In addition to the $5 million separation, HEI and ASB agreed to match charitable donations made by Wacker and his spouse, at a rate of $2 for every dollar donated, up to a maximum contribution by HEI and ASB of $1 million, the filing said. The separation agreement also provides for the settlement and release of Equal Employment Opportunity Commission claims by Wacker against HEI and ASB.
Wacker could not be immediately reached for comment today on the EEOC matter.
An American Savings Bank spokesperson said “the EEOC claim is confidential so we cannot comment on that. ASB (and HEI) take all allegations of discrimination seriously, standing on a clear record of hiring and showing respect for employees of all ages, races and abilities.”
A.J. Halagao, HEI vice president of corporate & community advancement, also issued a statement:
“Any allegation of discrimination involving HEI and ASB is handled thoughtfully for those concerned,” he said. “Our record is unambiguous that we treat all employees fairly and with the utmost respect.
“In keeping with the agreement, we are unable to comment on the claim that was filed with the Equal Employment Opportunity Commission. It’s important to note there’s no admission of wrongdoing by either party.”
The separation agreement also provides for certain agreements regarding confidentiality and nondisparagement, and restrictive agreements relating to noncompetition and nonsolicitation, the filing said.

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Law360 (May 7, 2021, 11:06 PM EDT) — For those who missed out, here’s a look back at the law firms, stories and expert analyses that generated the most buzz on Law360 last week.13 Most Mentioned Firms1. Gibson Dunn & Crutcher LLP2. Morgan Lewis & Bockius LLP3. Kirkland & Ellis LLP4. Latham & Watkins LLP5. Jones Day6. DLA Piper6. Holland & Knight LLP6. Reed Smith LLP9. Arnold & Porter9. Davis Polk & Wardwell LLP9. Dechert LLP9. Skadden Arps Slate Meagher & Flom LLP9. White & Case LLP10 Most Read Articles1.

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BEIJING, May 8, 2021 /PRNewswire/ — TAL Education Group (the “Company”) (NYSE: TAL), a leading K-12 after-school tutoring services provider in China, today announced it filed its annual report on Form 20-F for the fiscal year ended February 28, 2021 (the “Annual Report”) with the Securities and Exchange Commission (the “SEC”) on May 8, 2021.
The Company’s Annual Report can be accessed on the investor relations section of its website at https://ir.100tal.com/, as well as on the SEC’s website at http://www.sec.gov.
A soft copy is available to be downloaded at company’s IR website under “Financial Information” sector. Holders of the Company’s common shares or ADSs may obtain a hard copy of the Annual Report free of charge by emailing the Company’s Investor Relations Department at [email protected] or by writing to:
15/F, Danling SOHO
No. 6 Danling Street, Haidian District
Beijing 100080
People’s Republic of China
Attention: Ms. Echo Yan
About TAL Education Group
TAL Education Group is a leading K-12 after-school tutoring services provider in China. The acronym “TAL” stands for “Tomorrow Advancing Life”, which reflects our vision to promote top learning opportunities for Chinese students through both high-quality teaching and content, as well as leading edge application of technology in the education experience. TAL Education Group offers comprehensive tutoring services to students from pre-school to the twelfth grade through three flexible class formats: small classes, personalized premium services, and online courses. Our tutoring services cover the core academic subjects in China’s school curriculum as well as competence oriented programs. The Company’s learning center network currently covers 110 cities.
We also operate www.jzb.com, a leading online education platform in China. Our ADSs trade on the New York Stock Exchange under the symbol “TAL”.
For investor and media inquiries, please contact:
Echo Yan
Investor Relations
TAL Education Group
Tel: +86 10 5292 6658
Email: [email protected]
Caroline Straathof
IR Inside
Tel: +31 6 5462 4301
Email: [email protected]
SOURCE TAL Education Group

Related Links
http://www.100tal.

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Jeff Bezos
AFP via Getty Images
After staying put with his Amazon stock all year, the e-commerce and cloud computing giant’s founder Jeff Bezos completed his second stock sale in the same week, according to filings to the Securities and Exchange Commission. The outgoing Amazon CEO sold more than $2.4 billion worth of Amazon shares, bringing his one-week total to $4.9 billion.

Bezos sold nearly 740,000 shares worth $2.5 billion on Monday and Tuesday, in his first sale of Amazon stock since Election Day last year. According to five SEC documents, he did the same thing on Wednesday and Thursday, selling another 740,000 shares to net $1.9 billion after taxes, based on Forbes estimates. He also took home $1.9 billion from his early week sale (to be more precise, he gained about $40 million less in the second sale, owing to slight movements in Amazon’s stock price).
Bezos is now worth $191.7 billion, Forbes estimates, a slight drop from his $192.6 billion net worth after the stock sales earlier this week. He remains the richest person in the world, more than $9 billion ahead of No. 2, LVMH’s Bernard Arnault.
The tech tycoon’s stock sales this year are now halfway to his 2020 mark, when he sold $10 billion worth of shares. As before, the sales come as part of a routine plan to unload shares in compliance with SEC requirements. As of Friday, he maintains a 10.3% stake in Amazon.
Outside of Amazon, Bezos’ activity in his other investments has ramped up in recent years. Last November, he announced a $791 million gift to 16 organizations that are fighting climate change. The donation kicked off his Bezos Earth Fund, a pledge he made in early 2020 to give $10 billion in total to combat climate change. As of 2017, Bezos was also spending $1 billion of his own money each year to fund his space exploration firm Blue Origin. The company is among the ventures Bezos said he would spend more time focusing on after he steps down from his leadership role at Amazon in the third quarter of 2021—others include the Earth Fund, his Day 1 Fund, which helps struggling and homeless families, and the Washington Post newspaper, which he owns.

Follow me on Twitter. Send me a secure tip. 

I am a San Francisco-based wealth reporter, primarily covering tech billionaires. Before that, I was an assistant editor for innovation, and wrote about startups and
… Read More

I am a San Francisco-based wealth reporter, primarily covering tech billionaires. Before that, I was an assistant editor for innovation, and wrote about startups and artificial intelligence. Previously, I made stops at The Ringer and the Raleigh News & Observer. I graduated in 2019 from Duke University, where I spent time as news editor for The Chronicle, the university’s independent news organization. You can email me at kcai [at] forbes.com.

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… statement filed with the U.S. Securities and Exchange Commission. … LLC, Citigroup Global Markets Inc., J.P.

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Law360 (May 7, 2021, 6:08 PM EDT) — The operator of Taco Bell and KFC restaurants in China is among a trio of Chinese corporations blasting a pending U.S. Securities and Exchange Commission rule that aims to delist U.S.-listed companies if they haven’t been audited up to Public Company Accounting Oversight Board standards. Established under the Holding Foreign Companies Accountable Act, or HFCAA, the pending rule issued March 24 targets U.S. exchange-listed firms that the PCAOB is unable to fully inspect because of a “position taken” by foreign authorities.

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In today’s top news, the chair of the U.S. Securities and Exchange Commission (SEC) said cryptocurrency needs more regulation, and Walmart has acquired telehealth firm MeMD. Plus, Square’s earnings report showed positive trends in in-person and online purchases.
SEC Chair: Congress Should Regulate Crypto Exchanges
In his first public hearing as chair of the SEC, Gary Gensler said that Congress should take a bigger role in bringing regulatory clarity to cryptocurrency proceedings, especially regarding crypto exchanges.
Walmart Health Acquires Telehealth Provider MeMD
Walmart has expanded its omnichannel health services with the acquisition of multispecialty telehealth provider MeMD. In the next few months, Walmart will use the acquisition to give more access to virtual care around the nation, including urgent, behavioral and primary care.
Square’s Card Not Present GPV Surges 34 Percent
Many observers may have been focused on bitcoin. And yes, that business was buoyant at Square. But the traditional business saw surging gross payments volume (GPV) and transaction growth — in person and over digital channels. Management pointed to strength in eCommerce and midmarket sellers.
eCommerce Fraud Prevention Firm Riskified Mulls IPO
Amid a COVID-fueled boom in eCommerce—and its accompanying fraud—Riskified is considering an initial public offering (IPO) that could come this year. The startup uses machine learning to fight eCommerce fraud and prevent chargebacks.
NEW REPORT: How Online Merchants Build Trust With First-Time Customers
Keeping data protection front and center can help merchants put first-time customers at ease — and keep them coming back. In The Trust Quotient: How Merchant Trust Drives Shopping Behaviors, PYMNTS surveys 2,563 U.S. consumers to better understand what visual cues consumers seek — and need to build trust — when deciding to check out with a merchant they’ve never shopped before.
Fashion Wholesalers Walk The Runway Into The Digital-First Economy
Before the pandemic, it was hard to imagine fashion buying without the runway, cool lighting and cocktails. Now, Joor CEO Kristin Savilia told PYMNTS that not only is the fashion buyer doing her buying online but has dragged paper invoices and the analog Excel sheet along for the digital ride.
Retail’s (Margin) Conundrum Hinges On eCommerce Surges
Higher shipping costs, on the road. Higher container costs, over the seas. Even higher box costs. Retailers have enjoyed the top-line torque of eCommerce. But costs are inching higher, which translates to higher consumer prices — this against, of course, the never-ending battle with Amazon. PYMNTS breaks it down.

——————————
NEW PYMNTS STUDY: SUBSCRIPTION COMMERCE CONVERSION INDEX – APRIL 2021

About The Study: One third of consumers who signed up for subscription services within the past year were just in it for the free trial. In the 2021 Subscription Commerce Conversion Index, PYMNTS surveys 2,022 U.S. consumers and analyzes more than 200 subscription commerce providers to zero in on the key features that turn the “subscription curious” into sticky, long term subscribers.

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… national stock exchange, including the registration statement it filed with the SEC on May 6, 2021, and the related intended offering and the potential …

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3B2 EDGAR HTML — c101690_s1.htm

S-1 1 c101690_s1.htm
As filed with the Securities and Exchange Commission on May 7, 2021
Registration No. 333-[  ]
 
 
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
 
FORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933
 
VANECK ETHEREUM TRUST(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction ofincorporation or organization)

86-6752793(I.R.S. EmployerIdentification No.)

c/o VanEck Digital Assets, LLCJonathan R. Simon, Esq.666 Third Avenue, 9th FloorNew York, New York 10017(212) 293-2000(Address, including zip code, and telephone number,including area code, of registrant’s principal executive offices and for service of process purposes)
 
Copy to:
Clifford R. Cone, Esq.Jason D. Myers, Esq.Clifford Chance US LLP31 West 52nd StNew York, New York 10019
 
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

Smaller reporting company x

Emerging growth company x

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 7(a)(2)(B) of the Securities Act.  o
CALCULATION OF REGISTRATION FEE

Title of Each Class ofSecurities to be Registered

ProposedMaximum AggregateOffering Price(1)

Amount ofRegistrationFee(1)

Common shares of beneficial interest

$1,000,000

$109.10

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(d) under the Securities Act of 1933, as amended.

 
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
 
 

 
The information in this Preliminary Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Preliminary Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to CompletionPreliminary Prospectus dated May 7, 2021
PRELIMINARY PROSPECTUS
  Shares
VanEck Ethereum Trust
The VanEck Ethereum Trust (the “Trust”) is an exchange-traded fund that issues common shares of beneficial interest (the “Shares”) that trade on the Cboe BZX Exchange, Inc. (the “Exchange”). The Trust’s investment objective is to reflect the performance of the MVIS® CryptoCompare Ethereum Benchmark Rate less the expenses of the Trust’s operations. In seeking to achieve its investment objective, the Trust will hold Ether (“ETH”) and will value its Shares daily based on the reported MVIS® CryptoCompare Ethereum Benchmark Rate, which is calculated based on prices contributed by exchanges that the Sponsor’s (as defined below) affiliate, MV Index Solutions GmbH (“MVIS”), believes represent the top five Ethereum exchanges based on the industry leading CryptoCompare Exchange Benchmark review report. VanEck Digital Assets, LLC (the “Sponsor”) is the sponsor of the Trust, Delaware Trust Company (the “Trustee”) is the trustee of the Trust, and [  ] (the “ETH Custodian”) is the custodian of the Trust, who will hold all of the Trust’s ETH on the Trust’s behalf.
The Trust is an exchange-traded fund. Barring a liquidation or extraordinary circumstances, the Trust does not intend on purchasing or selling ETH directly, although the Trustee may direct the ETH Custodian to sell ETH to pay certain expenses. Instead, when the Trust sells or redeems its Shares, it will do so in “in-kind” transactions in blocks of [  ] Shares (a “Creation Basket”) at the Trust’s net asset value. Financial firms that are authorized to purchase or redeem Shares with the Trust (known as “Authorized Participants”) will deliver, or facilitate the delivery of, ETH to the Trust’s account with the ETH Custodian in exchange for Shares when they purchase Shares, and the Trust, through the ETH Custodian, will deliver ETH to such Authorized Participants when they redeem Shares with the Trust. Authorized Participants may then offer Shares to the public at prices that depend on various factors, including the supply and demand for Shares, the value of the Trust’s assets, and market conditions at the time of a transaction. The initial Authorized Participant is expected to be [  ]. Shareholders who buy or sell Shares during the day from their broker may do so at a premium or discount relative to the net asset value of the Shares of the Trust.
Shareholders who decide to buy or sell Shares of the Trust will place their trade orders through their brokers and may incur customary brokerage commissions and charges. Prior to this offering, there has been no public market for the Shares. The Shares are expected to be listed for trading, subject to notice of issuance, on the Exchange under a ticker symbol to be announced prior to commencement of trading. Investing in the Trust involves risks similar to those involved with an investment directly in ETH and other significant risks. See “Risk Factors” beginning on page 10.
The offering of the Trust’s Shares is registered with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Act of 1933, as amended (the “1933 Act”). The offering is intended to be a continuous offering and is not expected to terminate until all of the registered Shares have been sold or three years from the date of the original offering, whichever is earlier, unless extended as permitted by applicable rules under the 1933 Act. The Trust is not a mutual fund registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and is not subject to regulation under the 1940 Act. The Trust is not a commodity pool for purposes of the Commodity Exchange Act of 1936, as amended (the “CEA”), and the Sponsor is not subject to regulation by the Commodity Futures Trading Commission (the “CFTC”) as a commodity pool operator or a commodity trading advisor. The Trust’s Shares are neither interests in nor obligations of the Sponsor or the Trustee.
AN INVESTMENT IN THE TRUST INVOLVES SIGNIFICANT RISKS AND MAY NOT BE SUITABLE FOR SHAREHOLDERS THAT ARE NOT IN A POSITION TO ACCEPT MORE RISK THAN MAY BE INVOLVED WITH OTHER EXCHANGE-TRADED PRODUCTS THAT DO NOT HOLD ETH OR INTERESTS RELATED TO ETH. THE SHARES ARE SPECULATIVE SECURITIES. THEIR PURCHASE INVOLVES A HIGH DEGREE OF RISK AND YOU COULD LOSE YOUR ENTIRE INVESTMENT. YOU SHOULD CONSIDER ALL RISK FACTORS BEFORE INVESTING IN THE TRUST. PLEASE REFER TO “RISK FACTORS” BEGINNING ON PAGE 10.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED IN THIS PROSPECTUS, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE TRUST IS AN “EMERGING GROWTH COMPANY” AS THAT TERM IS USED IN THE JUMPSTART OUR BUSINESS STARTUPS ACT (THE “JOBS ACT”) AND, AS SUCH, MAY ELECT TO COMPLY WITH CERTAIN REDUCED REPORTING REQUIREMENTS.
The date of this Prospectus is  , 2021

 
TABLE OF CONTENTS

This Prospectus contains information you should consider when making an investment decision about the Shares of the Trust. You may rely on the information contained in this Prospectus. The Trust and the Sponsor have not authorized any person to provide you with different information and, if anyone provides you with different or inconsistent information, you should not rely on it. This Prospectus is not an offer to sell the Shares in any jurisdiction where the offer or sale of the Shares is not permitted.
The Shares of the Trust are not registered for public sale in any jurisdiction other than the United States.
i

 
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus includes “forward-looking statements” which generally relate to future events or future performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this Prospectus that address activities, events or developments that will or may occur in the future, including such matters as movements in the cryptocurrencies markets and indexes that track such movements, the Trust’s operations, the Sponsor’s plans and references to the Trust’s future success and other similar matters, are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses the Sponsor has made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this Prospectus, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. Consequently, all the forward-looking statements made in this Prospectus are qualified by these cautionary statements, and there can be no assurance that actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the Trust’s operations or the value of its Shares.

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