8011-01P
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-100306; File No. SR-CboeBZX-2024-050]
Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate
Effectiveness of a Proposed Rule Change to Amend the ARK 21Shares Ethereum ETF to
Amend the Trust Name and Reflect that the Trust will no Longer Have a Sub-Adviser
June 10, 2024.
Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”),1 and Rule
19b-4 thereunder,2 notice is hereby given that on June 7, 2024, Cboe BZX Exchange, Inc.
(“Exchange” or “BZX”) filed with the Securities and Exchange Commission (“Commission”) the
proposed rule change as described in Items I and II below, which Items have been prepared by the
Exchange. The Commission is publishing this notice to solicit comments on the proposed rule
change from interested persons.
I.

Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule
Change
Cboe BZX Exchange, Inc. (“BZX” or the “Exchange”) is filing with the Securities and

Exchange Commission (“Commission” or “SEC”) a proposed rule change to amend the ARK
21Shares Ethereum ETF (the “Trust”), shares of which have been approved by the Commission
to list and trade on the Exchange pursuant to BZX Rule 14.11(e)(4), to amend the Trust name
and reflect that the Trust will no longer have a sub-adviser.
The text of the proposed rule change is also available on the Exchange’s website
(http://markets.cboe.com/us/equities/regulation/rule_filings/bzx/), at the Exchange’s Office of the
Secretary, and at the Commission’s Public Reference Room.
II.

Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the
Proposed Rule Change
In its filing with the Commission, the Exchange included statements concerning the

purpose of and basis for the proposed rule change and discussed any comments it received on the

15 U.S.C. 78s(b)(1).

17 CFR 240.19b-4.

proposed rule change. The text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of
the most significant aspects of such statements.
A.

Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis
for, the Proposed Rule Change
1.

Purpose

The Commission approved the listing and trading of shares of the Trust (the “Shares”) on
the Exchange pursuant to Exchange Rule 14.11(e)(4), Commodity-Based Trust Shares, on May 23,
2024.3 Exchange Rule 14.11(e)(4) governs the listing and trading of Commodity-Based Trust
Shares, which means a security (a) that is issued by a trust that holds (1) a specified commodity
deposited with the trust, or (2) a specified commodity and, in addition to such specified commodity,
cash; (b) that is issued by such trust in a specified aggregate minimum number in return for a
deposit of a quantity of the underlying commodity and/or cash; and (c) that, when aggregated in the
same specified minimum number, may be redeemed at a holder’s request by such trust which will
deliver to the redeeming holder the quantity of the underlying commodity and/or cash. The Shares
will be issued by the Trust. The Trust was formed as a Delaware statutory trust on September 5,
2023.
The Exchange proposes to amend a representation set forth in the Exchange’s previous rule
filing to list and trade Shares of the Trust and to reflect a change to the Trust name.4 Specifically,
Amendment No. 2 represented that ARK Investment Management LLC is the sub-adviser of the
Trust and will provide data, research, and as needed, operational support to the Trust including with

See Securities Exchange Act Release No. 100224 (May 23, 2024) 89 FR 46937 (May 30, 2024) (SRCboeBZX-2023-070) (Order Granting Accelerated Approval of Proposed Rule Changes, as Modified by
Amendments Thereto, to List and Trade Shares of Ether-Based Exchange-Traded Products) (the “Approval
Order”).

See Securities Exchange Act Release No. 100216 (May 22, 2024) 89 FR 46514 (May 29, 2024) (SRCboeBZX-2023-070) (Notice of Filing of Amendment No. 2 to a Proposed Rule Change to List and Trade
Shares of the ARK 21Shares Ethereum ETF Under BZX Rule 14.11(e)(4), Commodity-Based Trust
Shares) (“Amendment No. 2”).

respect to assistance in the marketing of the Shares. Now, the Exchange proposes to provide that a
sub-adviser will no longer serve the Trust.
The Exchange also proposes to change the name of the Trust to the 21Shares Core Ethereum
ETF. The proposed name change is consistent with an amended name to the Trust’s charter and the
Trust’s registration statement on Form S-1 (as amended and supplemented from time to time, the
“Registration Statement”).5
Except for the above changes, all other representations in Amendment No. 2 remain
unchanged and will continue to constitute continuing listing requirements. In addition, the Trust
will continue to comply with the terms of Amendment No. 2 and the requirements of Rule
14.11(e)(4).
2.

Statutory Basis

The Exchange believes the proposed rule change is consistent with the Act and the rules
and regulations thereunder applicable to the Exchange and, in particular, the requirements of
section 6(b) of the Act.6 Specifically, the Exchange believes the proposed rule change is
consistent with the section 6(b)(5)7 requirements that the rules of an exchange be designed to
prevent fraudulent and manipulative acts and practices, to promote just and equitable principles
of trade, to foster cooperation and coordination with persons engaged in regulating, clearing,
settling, processing information with respect to, and facilitating transactions in securities, to
remove impediments to and perfect the mechanism of a free and open market and a national
market system, and, in general, to protect investors and the public interest.
The Exchange believes the proposed rule change is designed to remove impediments to
and perfect the mechanism of a free and open market and, in general, to protect investors and the
public interest because it would update two representations in Amendment No. 2 regarding the

See Amendment No. 3 to the Registration Statement on Form S-1, dated May 31, 2024, submitted to the
Commission by the Sponsor, as defined in the Registration Statement, on behalf of the Trust (333-274364).

15 U.S.C. 78f(b).

15 U.S.C. 78f(b)(5).

designation of a sub-adviser and the name of the Trust. As described above, the amendment to
reflect that a sub-adviser will no longer serve the trust will conform to changes made to the
Registration Statement. There is no requirement that a sub-adviser serve the Trust, and at least
one other issuer of a spot ether exchange-traded product (“ETP”) has similarly not designated a
sub-adviser to its trust.8 The proposed named change is also consistent with an amended name to
the Trust’s charter and the Trust’s Registration Statement. Further, the proposed name will
continue to accurately describe the Trust. Therefore, the proposed changes will promote clarity
and transparency with respect to the Trust’s name and service providers, to the benefit of all
market participants.
Except for these changes, all other representations made in Amendment No. 2 remain
unchanged and will continue to constitute continuing listing requirements for the Trust.
Accordingly, the Exchange believes that this proposed rule change raises no novel regulatory
issues.
B.

Self-Regulatory Organization’s Statement on Burden on Competition

The Exchange does not believe that the proposed rule change will impose any burden on
competition that is not necessary or appropriate in furtherance of the purposes of the Act. As
noted above, the proposed amendment is intended to reflect a name change to the Trust and to
reflect that a sub-adviser will no longer serve the Trust. The Exchange believes these changes
will not impose any burden on competition.
C.

Self-Regulatory Organization’s Statement on Comments on the Proposed Rule
Change Received from Members, Participants, or Others

The Exchange neither solicited nor received comments on the proposed rule change.

For example, the proposal to list and trade shares of the VanEck Ethereum Trust did not provide for a subadviser. See Securities Exchange Act Release No. 100214 (May 22, 2024), 89 FR 46476 [sic] (May 29,
2024) (SR-CboeBZX-2023-069) (Notice of Filing of Amendment No. 2 to a Proposed Rule Change to List
and Trade Shares of the VanEck Ethereum Trust Under BZX Rule 14.11(e)(4), Commodity-Based Trust
Shares). See also the Approval Order.

III.

Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action
Because the foregoing proposed rule change does not: (i) significantly affect the

protection of investors or the public interest; (ii) impose any significant burden on competition;
and (iii) become operative for 30 days from the date on which it was filed, or such shorter time
as the Commission may designate, it has become effective pursuant to section 19(b)(3)(A) of the
Act9 and Rule 19b-4(f)(6) thereunder.10
A proposed rule change filed under Rule 19b-4(f)(6) normally does not become operative
for 30 days after the date of filing. However, pursuant to Rule 19b-4(f)(6)(iii),11 the Commission
may designate a shorter time if such action is consistent with the protection of investors and the
public interest. The Exchange has asked the Commission to waive the 30-day operative delay so
that the proposal may become operative immediately upon filing. Waiver of the 30-day operative
delay will allow the Exchange to immediately reflect changes to the Trust name and sub-adviser
that are consistent with its Registration Statement and charter. The Commission believes that the
proposed rule change presents no novel legal or regulatory issues, and that waiver of the 30-day
operative delay is consistent with the protection of investors and the public interest. Accordingly,
the Commission hereby waives the 30-day operative delay and designates the proposed rule
change operative upon filing.12
At any time within 60 days of the filing of the proposed rule change, the Commission
summarily may temporarily suspend such rule change if it appears to the Commission that such
action is necessary or appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.
15 U.S.C. 78s(b)(3)(A).

17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) requires a self-regulatory organization to give the
Commission written notice of its intent to file the proposed rule change, along with a brief description and
text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission. The Exchange has satisfied this
requirement..

17 CFR 240.19b-4(f)(6)(iii).

For purposes only of waiving the operative delay of this proposal, the Commission has also considered the
proposed rule’s impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f).

IV.

Solicitation of Comments
Interested persons are invited to submit written data, views and arguments concerning the

foregoing, including whether the proposed rule change is consistent with the Act. Comments
may be submitted by any of the following methods:
Electronic Comments:
•

Use the Commission’s internet comment form
(https://www.sec.gov/rules/sro.shtml); or

•

Send an email to rule-comments@sec.gov. Please include file number
SR-CboeBZX-2024-050 on the subject line.

Paper Comments:
•

Send paper comments in triplicate to Secretary, Securities and Exchange
Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to file number SR-CboeBZX-2024-050. This file number
should be included on the subject line if email is used. To help the Commission process and
review your comments more efficiently, please use only one method. The Commission will post
all comments on the Commission’s internet website (https://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written statements with respect to the
proposed rule change that are filed with the Commission, and all written communications
relating to the proposed rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be
available for website viewing and printing in the Commission’s Public Reference Room, 100 F
Street NE, Washington, DC 20549, on official business days between the hours of 10 a.m. and 3
p.m. Copies of the filing also will be available for inspection and copying at the principal office
of the Exchange. Do not include personal identifiable information in submissions; you should
submit only information that you wish to make available publicly. We may redact in part or
withhold entirely from publication submitted material that is obscene or subject to copyright

protection. All submissions should refer to file number SR-CboeBZX-2024-050 and should be
submitted on or before [INSERT DATE 21 DAYS AFTER DATE OF PUBLICATION IN THE
FEDERAL REGISTER].
For the Commission, by the Division of Trading and Markets, pursuant to delegated
authority.13

Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-13049 Filed: 6/13/2024 8:45 am; Publication Date: 6/14/2024]

17 CFR 200.30-3(a)(12), (59).