Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _________________

Commission File Number: 001-42163

Fidelity®Ethereum Fund

(Exact Name of Registrant as Specified in its Charter)

Delaware	99-6342530
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
245 Summer Street V13E Boston, MA	02210
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (800) 343-3548

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Fidelity® Ethereum Fund Shares		FETH		Cboe BZX Exchange, Inc

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had 18,200,000outstanding shares as of November 8, 2024

Table of Contents

				Page
PART I.		FINANCIAL INFORMATION		2
Item 1.		Financial Statements		2
		Statement of Assets and Liabilities as of September 30, 2024 (unaudited)		2
		Statements of Operations for the three months ended September 30, 2024 and for the period May 24, 2024 (seeding date) through September 30, 2024 (unaudited)		3
		Statements of Changes in Net Assets for the three months ended September 30, 2024 and for the period May 24, 2024 (seeding date) through September 30, 2024 (unaudited)		4
		Statement of Cash Flows for the period May 24, 2024 (seeding date) through September 30, 2024 (unaudited)		5
		Schedule of Investment as of September 30, 2024 (unaudited)		6
		Notes to Financial Statements (unaudited)		7
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations		13
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		17
Item 4.		Controls and Procedures		17
PART II.		OTHER INFORMATION		18
Item 1.		Legal Proceedings		18
Item 1A.		Risk Factors		18
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		18
Item 3.		Defaults Upon Senior Securities		18
Item 4.		Mine Safety Disclosures		18
Item 5.		Other Information		18
Item 6.		Exhibits		19
Signatures		20

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this "Quarterly Report") contains "forward-looking statements" that 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," "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 Quarterly Report that address activities, events or developments that will or may occur in the future, including such matters as movements in the digital asset markets and indexes that track such movements, Fidelity Ethereum Fund's (the "Trust") operations, FD Funds Management LLC's (the "Sponsor") 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. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors we identify in this Quarterly Report and in our filings with the Securities and Exchange Commission (the "SEC").

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 Quarterly Report, 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 Quarterly Report 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.

Should one or more of these risks discussed in this Quarterly Report or other uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those described in forward-looking statements. Forward-looking statements are made based on the Sponsor's beliefs, estimates and opinions on the date the statements are made and neither the Trust nor the Sponsor is under a duty or undertakes an obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, other than as required by applicable laws. Moreover, neither the Trust, the Sponsor, nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Investors are therefore cautioned against placing undue reliance on forward-looking statements.

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements.

Fidelity Ethereum Fund

Statement of Assets and Liabilities

(unaudited)

(Amounts in 000's of US$, except for share and per share data)		September 30, 2024
Assets
Investment in ether, at fair value (cost $481,408)		$	424,493
Total Assets		$	424,493
Liabilities		$	-
Commitments and Contingencies (Note 6)
Net Assets
Shares, no par value (unlimited shares authorized) 16,150,000 shares issued and outstanding at September 30, 2024		$	-
Paid-in-capital			483,504
Total distributable earnings (loss)			(59,011	)
Total Net Assets		$	424,493
Net Asset Value per share (16,150,000 shares issued and outstanding as of September 30, 2024)		$	26.28

Values shown as $- in the Statement of Assets and Liabilities may reflect amounts less than $500.

The accompanying notes are an integral part of these financial statements

Fidelity Ethereum Fund

Statements ofOperations

(unaudited)

(Amounts in 000's of US$)		Three Months Ended September 30,	For the period May 24, 2024 (seeding date) through September 30,
		2024			2024
Investment Income:
Investment income		$	-			$	-
Expenses:
Sponsor fee			139				139
Total Expenses Before Waiver			139				139
Sponsor fee waived			(139	)			(139	)
Net Expenses			-				-
Net Investment Income (Loss)		$	-			$	-
Net Realized and Change in Unrealized Gain (Loss) from:
Net realized gain (loss) on investment in ether			(2,096	)			(2,096	)
Net change in unrealized appreciation (depreciation) on investment in ether			(56,532	)			(56,915	)
Net Realized and Change in Unrealized Gain (Loss) on Investment in ether		$	(58,628	)		$	(59,011	)
Net Increase (Decrease) in Net Assets Resulting from Operations		$	(58,628	)		$	(59,011	)

Values shown as $- in the Statements of Operations may reflect amounts less than $500.

The accompanying notes are an integral part of these financial statements

Fidelity Ethereum Fund

Statements of Changes in Net Assets

(unaudited)

(Amounts in 000's of US$, except for shares)		Three Months Ended September 30,			For the period May 24, 2024 (seeding date) through September 30,
		2024			2024
Net Increase (Decrease) in Net Assets Resulting from Operations:
Net investment income (loss)		$	-			$	-
Net realized gain (loss) on investment in ether			(2,096	)			(2,096	)
Net change in unrealized appreciation (depreciation) on investment in ether			(56,532	)			(56,915	)
Net Increase (Decrease) in Net Assets Resulting from Operations		$	(58,628	)		$	(59,011	)
Capital Share Transactions:
Shares issued		$	488,232			$	492,983
Shares redeemed			(9,479	)			(9,479	)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions			478,753				483,504
Total Increase (Decrease) in Net Assets			420,125				424,493
Net Assets, beginning of period			4,368				-
Net Assets, End of Period		$	424,493			$	424,493
Changes in Shares Outstanding:
Shares outstanding, beginning of period			125,000				-
Shares issued			16,375,000				16,500,001
Shares redeemed			(350,000	)			(350,001	)
Net Increase in Shares			16,025,000				16,150,000
Shares Outstanding, End of Period			16,150,000				16,150,000

Values shown as $- in the Statements of Changes in Net Assets may reflect amounts less than $500.

The accompanying notes are an integral part of these financial statements

Fidelity Ethereum Fund

Statement of Cash Flows

(unaudited)

(Amounts in 000's of US$)		For the period May 24, 2024 (seeding date) through September 30,
		2024
Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations		$	(59,011	)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Payments for purchases of ether			(488,769	)
Proceeds from ether sold			5,265
Net realized (gain) loss on investment in ether			2,096
Net change in unrealized (appreciation) depreciation on investment in ether			56,915
Net Cash Provided by (Used in) Operating Activities		$	(483,504	)
Cash Flows from Financing Activities:
Proceeds from issuance of capital shares		$	488,769
Cash paid for redemption of capital shares			(5,265	)
Net Cash Provided by (Used in) Financing Activities		$	483,504
Cash
Net increase (decrease) in cash		$	-
Cash, beginning of the period		$	-
Cash, End of the Period		$	-

Values shown as $- in the Statement of Cash Flows may reflect amounts less than $500.

The accompanying notes are an integral part of these financial statements

Fidelity Ethereum Fund

Schedule of Investment

September 30, 2024

(unaudited)

(Amounts in 000's of US$, except for quantity of ether and percentages)
Investments (a)		Quantity of Ether			Cost			Fair Value			Percentage of Net Assets
Investment in ether
Global
Ether			161,500			$	481,408			$	424,493
Total Investment in ether					$	481,408			$	424,493			100.00%
Other Assets Less Liabilities								$	-			0.00%
Total Net Assets								$	424,493			100.00%

(a) Non-income producing investment

The accompanying notes are an integral part of these financial statements

Fidelity Ethereum Fund

Notes to the Financial Statements

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read together with, and is qualified in its entirety by reference to, our unaudited financial statements and related notes included elsewhere in this Quarterly Report, which have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). The following discussion may contain forward-looking statements based on assumptions we believe to be reasonable. Our actual results could differ materially from those discussed in these forward-looking statements.

Overview of the Trust

Fidelity Ethereum Fund (the "Trust") is an exchange-traded product that issues shares of beneficial interest (the "Shares") that trade on the Cboe BZX Exchange, Inc. (the "Exchange"). The Trust's investment objective is to seek to track the performance of ether, as measured by the performance of the Fidelity Ethereum Reference Rate (the "Index"), adjusted for the Trust's expenses and other liabilities. The Index is constructed using ether price feeds from eligible ether spot markets and a volume-weighted median price ("VWMP") methodology, calculated every 15 seconds based on VWMP spot market data over rolling sixty-minute increments. The Index is designed to reflect the performance of ether in U.S. dollars. In seeking to achieve its investment objective, the Trust holds ether and values its Shares daily based on the same methodology used to calculate the Index. The Trust is sponsored by FD Funds Management LLC (the "Sponsor"), a wholly owned subsidiary of FMR LLC.

The Trust is passively managed and does not pursue active management investment strategies. The Trust will not participate in the proof-of-stake validation mechanism of the Ethereum network (i.e., the Trust will not "stake" its ether) to earn additional ether or seek other means of generating income from its Ether Holdings. The Sponsor believes that the Shares are designed to provide investors with a cost-effective and convenient way to invest in ether without purchasing, holding and trading ether directly. The Trust sells and redeems Shares only with Authorized Participants in exchange for cash and only in blocks of 25,000 Shares.

The Shareholders of the Trust take no part in the management or control, and have no voice in, the Trust's operations or business. Except in limited circumstances, Shareholders have no voting rights under the Trust Agreement.

Valuation of Ether and Computation of Net Asset Value

For purposes of calculating the Trust's net asset value ("Trust's NAV") per Share, the Trust's holdings of ether are valued using the same methodology as used to calculate the Index.

The Trust's NAV per Share is calculated by:

The Administrator calculates the Trust's NAV once each Exchange trading day. The Trust's NAV for a normal trading day is released after 4:00 p.m. Eastern time ("EST"). Trading during the core trading session on the Exchange typically closes at 4:00 p.m. EST. However, the Trust's NAVs are not officially struck until after 4:00 p.m. EST. The pause after 4:00 p.m. EST provides an opportunity for the Sponsor to algorithmically detect, flag, investigate, and correct unusual pricing should it occur. The Sponsor has established a Valuation Committee to carry out the day-to-day fair valuation responsibilities and has adopted policies and procedures to govern the fair valuation process and the activities of the Valuation Committee. If the Valuation Committee determines in good faith that the Index does not reflect an accurate ether price, then the Valuation Committee instructs the Administrator to employ an alternative method to determine the fair value of the Trust's assets. In determining an alternative fair value method, the Valuation Committee generally considers such criteria as observable market-based inputs, including market quotations and last sale information from third-party pricing services and/or trading platforms on which ether are traded. The Valuation Committee's selection of third-party pricing services used considers the qualifications, experience, and history of the pricing services and whether their valuation methodologies and procedures are reasonably designed to produce prices that reflect fair value under the prevailing market conditions.

In addition, in order to provide updated information relating to the Trust for use by Shareholders and market professionals, a third-party financial data provider will calculate and disseminate throughout the core trading session on each trading day an updated intraday indicative value ("IIV"). The IIV will be calculated based on the Trust's ether holdings and any other assets expected to comprise that day's Trust's NAV calculation. The third-party financial data provider will use the Blockstream Crypto Data Feed Streaming Level 1 as the pricing source for the spot ether. The Blockstream Crypto Data Feed Streaming Level 1 calculates an average of current ether price levels of the ether trading platforms that are available on its feed. The ether trading platforms included in the Blockstream Crypto Data Feed Streaming Level 1 include Bitflyer, Bitfinex, Binance US, Bitso, Bitstamp, BTSE, CEX IO, Exmo, Gemini, itBit, LMAX Digital and OK Coin. The Trust will provide an IIV per Share updated every 15 seconds, as calculated by the Exchange or a third-party financial data provider during the Exchange's regular trading hours of 9:30 a.m. to 4:00 p.m. EST ("Regular Trading Hours"). The IIV disseminated during Regular Trading Hours should not be viewed as an actual real-time update of the Trust's NAV, which will be calculated only once at the end of each trading day as described herein.

Critical Accounting Policies and Estimates

Principal Market and Fair Value Determination

The Trust's periodic financial statements are prepared in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 820, "Fair Value Measurements and Disclosures" ("ASC Topic 820"). ASC Topic 820 requires the fair value measurement of ether to assume that transactions take place in the principal market or, in the absence of a principal market, the most advantageous market, for ether that the Trust has access to. The Trust may buy and sell ether through brokered, dealer, over-the-counter, exchange or other markets. The Sponsor determines in its sole discretion the valuation sources and policies used to prepare the Trust's financial statements in accordance with GAAP. The Trust engaged a third-party pricing service to obtain an exchange-traded price from a principal market for ether, which was determined and designated based on its consideration of several exchange characteristics, including oversight, and the volume and frequency of trades. The exchange-traded price from the principal market on the periodic financial statements is as of 11:59:59 p.m. EST on the Trust's financial statement measurement date.

Results of Operations

Prior to June 4, 2024, the Trust had no operations other than matters relating to the sale and issuance of one share of the Trust to an affiliate for an aggregate purchase price of $40 on May 24, 2024. On June 4, 2024, the seed share was redeemed for cash and the Seed Capital Investor purchased 125,000 Shares at a per-Share price of $38 (the "Seed Baskets"). On June 4, 2024, the Trust purchased 1,250 ether with the proceeds of the Seed Baskets. On July 22, 2024, the Trust's registration statement was declared effective. On July 23, 2024, the Trust commenced operations and Shares commenced trading on the Exchange.

The Period Ended September 30, 2024

The Trust's net assets increased from $4.4 million on June 30, 2024 to $424.5 million on September 30, 2024. The change in the Trust's net assets was driven by an increase in outstanding Shares, which rose from 125,000 on June 30, 2024 to 16,150,000 on September 30, 2024 as a result of 16,375,000 Shares (655 Baskets) being issued and 350,000 Shares (14 Baskets) being redeemed during the period July 23, 2024 (commencement of operations) through September 30, 2024 offset by a decrease in the price of ether, which fell 23.79% from $3,448.77 on July 23, 2024 to $2,628.44 on September 30, 2024.

The Trust's NAV per Share decreased 25.50% from $34.79 on July 23, 2024 to $25.92 on September 30, 2024 (last business day).

The Trust's NAV per Share of $34.79 at July 23, 2024 was the highest during the period July 23, 2024 through September 30, 2024, compared with a low of $22.24 at September 6, 2024.

During the quarter ended September 30, 2024, the quantity of ether owned by the Trust and held by the ether custodian increased from 1,250 on June 30, 2024 to 161,500 on September 30, 2024. The increase in quantity resulted from using net cash proceeds received from the increase in capital transactions to purchase ether.

The net decrease in net assets resulting from operations for the quarter ended September 30, 2024 was $58.6 million, resulting from a net unrealized depreciation on investment in ether of $56.5 million and a net realized loss of $2.1 million from the sale of the investment in ether for the redemption of Shares.

Cash Resources and Liquidity

The Trust does not hold a cash balance except in connection with the issuance and redemption of Baskets or to pay expenses not assumed by the Sponsor. To the extent the Trust does not have available cash to facilitate redemptions or pay expenses not assumed by the Sponsor, the Trust will sell ether. When selling ether on behalf of the Trust, the Sponsor endeavors to minimize the Trust's holdings of assets other than ether. As a consequence, the Sponsor expects that the Trust will have an immaterial amount of cash flow from its operations and that its cash balance will be insignificant at the end of each reporting period. The Trust's only sources of cash are proceeds from the sale of Baskets and ether.

In exchange for the Sponsor Fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust. The Sponsor contractually waived the Sponsor Fee until December 31, 2024, and will accrue at an annual rate of 0.25% of the Trust's Ether Holdings after the Waiver period ends.

Off Balance Sheet Arrangements and Contractual Obligations

The Trust has not used, nor does it expect to use in the future, special purpose entities to facilitate off balance sheet financing arrangements and has no loan guarantee arrangements or off balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions related to certain risks service providers undertake in performing services for the Trust. While the Trust's exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on a Trust's financial position.

Sponsor Fee payments made to the Sponsor will be calculated as a fixed percentage of the Trust's Ether Holdings. As such, the Sponsor cannot anticipate the payment amounts that will be required under these arrangements for future periods as the Trust's Ether Holdings are not known until a future date.

Selected Operating Data

		September 30, 2024
Price of ether on principal market (1)		$	2,628.44
NAV per Share (2)		$	26.28

(1) The Trust performed an assessment of the principal market at 11:59:59 p.m., EST, on September 30, 2024.

(2) The NAV per Share was calculated using the fair value of ether based on the principal market price at 11:59:59 p.m., EST, on September 30, 2024.

		September 30, 2024
		(Last Business Day)
Index price (3)		$	2,592.25
Trust's NAV per Share (3)		$	25.92

(3) The Trust's NAV per Share is derived from the Index Price as represented by the Index as of 4:00 p.m., EST, on the last business day of the quarter. The Trust's NAV per Share is calculated using a non-GAAP methodology. Refer to the "Overview of the Trust" and "Valuation of Ether and Computation of Net Asset Value" sections of Item 2 herein for a description of the Index methodology and calculation of the Trust's NAV per Share. The ether spot markets included in the Index as of the last business day of the quarter were Bitstamp, Coinbase, Gemini, itBit, Kraken, and LMAX Digital.

As of 4:00 p.m., EST, on the last business day of the quarter ended September 30, 2024, the Trust's total value of ether based on the Index Price (non-GAAP methodology) was $418,648,375 and the total market value of the Trust's ether based on the price of ether at 4:00 p.m., EST, in the principal market was $419,018,210.

Analysis of Price Movements

Investors should understand the relationship between the Index Price (non-GAAP measurement of the price of ether), the Trust's NAV per Share (non-GAAP measurement of the price of ether affected by non-ether net assets, such as the Sponsor Fee), FETH's market price per share, and ether's principal market price. Investors should also be aware that past movements are not indicators of future movements. Movements may be influenced by various factors, including, but not limited to, government regulation, security breaches experienced by service providers, as well as political and economic uncertainties around the world.

The following chart illustrates the movement in the Index Price, the principal market price, and the Trust's NAV per Share from July 23, 2024 (commencement of operations) to September 30, 2024.

During the period from July 23, 2024 to September 30, 2024, the Index Price has ranged from $2,224.34 on September 6, 2024 to $3,478.73 on July 23, 2024. The Sponsor has not observed a material difference between the Index Price and average prices from the constituent ether spot markets individually or as a group.

During the period from July 23, 2024 to September 30, 2024, the market price of ether, as reported on the Trust's principal market, has ranged from $2,237.64 on September 6, 2024 to $3,448.77 on July 23, 2024.

Shares trade in the secondary market on the Exchange. Shares may trade in the secondary market at prices that are lower or higher relative to the Trust's NAV per Share. The amount of the discount or premium in the trading price relative to the Trust's NAV per Share may be influenced by various factors, including the number of Shareholders who seek to purchase or sell Shares in the secondary market and the liquidity of ether. The following chart sets out the historical closing prices for the Shares as reported by the Exchange and the Trust's NAV per Share from July 23, 2024 to September 30, 2024 (last business day).

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Trust is not required to provide the information required by this item in this Quarterly Report.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended, we, under the supervision and with the participation of our President (principal executive officer) and Treasurer (principal financial officer), carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report.

(b) Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II-OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) On May 24, 2024, FMR Capital, Inc. (the "Seed Capital Investor"), an affiliate of the Sponsor, purchased one Share at a per-Share price of $40 (the "Seed Share") in a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933 (the "Securities Act"). Delivery of the Seed Share was made on May 24, 2024. Total proceeds to the Trust from the sale of the Seed Share was $40. On June 4, 2024, the Seed Share was redeemed for cash and the Seed Capital Investor purchased 125,000 Shares at a per-Share price of $38 (the "Seed Baskets") in a transaction exempt from registration under Section 4(a)(2) of the Securities Act. Total proceeds to the Trust from the sale of the Seed Baskets were $4.8 million. On June 4, 2024, the Trust purchased 1,250 ether with the proceeds of the Seed Baskets.

(b) Not applicable.

(c) The Trust does not purchase Shares directly from its shareholders. The following table summarizes the redemptions by Authorized Participants during the three months ended September 30, 2024:

Title of Securities Registered*		Date		Total Number of Shares Redeemed			Average Price Per Share
Fidelity® Ethereum Fund
Shares
		07/01/2024 to 07/31/2024			50,000				31.20
		08/01/2024 to 08/31/2024			200,000				26.33
		09/01/2024 to 09/30/2024			100,000				26.53

* The registration statement covers an indeterminate amount of securities to be offered or sold.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Listed below are the exhibits, which are filed as part of this quarterly report on Form 10-Q (according to the number assigned to them in Item 601 of Regulation S-K):

Exhibit Number		Description
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial and Accounting Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH*		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned in the capacities* indicated, thereunto duly authorized.

		FIDELITY ETHEREUM FUND
Date: November 13, 2024		By:	/s/ Cynthia Lo Bessette
		Name:	Cynthia Lo Bessette
		Title:	President (Principal Executive Officer)
		FIDELITY ETHEREUM FUND
Date: November 13, 2024		By:	/s/ Heather Bonner
		Name:	Heather Bonner
		Title:	Treasurer (Principal Financial and Accounting Officer)

* The registrant is a trust and the persons are signing in their capacities as officers of FD Funds Management LLC, the Sponsor of the registrant.

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