ETHZilla Corp美股招股说明书(2025-12-30版)

2,726,983 Shares of Common Stock This prospectus relates to the possible resale or other disposition, from time to time, of up to 2,726,983 shares of common stock,par value $0.0001 per share, of ETHZilla Corporation, which we refer to as the “Company”, “we” or “us”, by the selling stockholdersnamed in this prospectus or in supplements to this prospectus. See “Selling Stockholders.” We are registering the applicable shares ofour common stock to allow the selling stockholders, together with any additional selling stockholders listed in any applicableprospectus supplement, to sell the shares of common stock pursuant to the registration statement of which this prospectus forms a part.The registration of the shares of our common stock covered by this prospectus does not necessarily mean that any shares of ourcommon stock will be sold by any of the selling stockholders, and we cannot predict when or in what amounts any of the selling We are not selling any shares of our common stock under this prospectus and any prospectus supplement, and will not receive anyproceeds from any sale or disposition by the selling stockholders of the shares of our common stock covered by this prospectus andany prospectus supplement. The selling stockholders may offer and sell the shares in a variety of transactions as described under theheading “Plan of Distribution”, including directly or through one or more underwriters, broker-dealers or agents on terms to be We are bearing all of the expenses in connection with the registration of the shares of common stock, but all selling expensesincurred by the selling stockholders, including commissions and discounts, if any, attributable to the sale or disposition of the shares The selling stockholders and intermediaries through whom such securities are sold may be deemed “underwriters” within themeaning of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities offered hereby, and any profits In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 of the Securities Act may be soldunder Rule 144 rather than pursuant to this prospectus. Our common stock trades on the Nasdaq Capital Market, or Nasdaq, under the symbol “ETHZ” On December 30, 2025, the lastreported sale price of our common stock on Nasdaq was $4.99 per share. You should read this prospectus, together with additional information described under the headings “Incorporation ofCertain Documents by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our Investing in our securities involves risks. You should carefully consider the risk factors incorporated by reference herein asdiscussed in the “Risk Factors” section beginning on page 6 of this prospectus and set forth in the documents incorporated by Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is December 30, 2025 TABLE OF CONTENTS Our logo and some of our trademarks and tradenames are used in this prospectus. This prospectus also includes trademarks,tradenames and service marks that are the property of others. Solely for convenience, trademarks, tradenames and service marksreferred to in this prospectus may appear without the ®, ™ and SM symbols. References to our trademarks, tradenames and servicemarks are not intended to indicate in any way that we will not assert to the fullest extent under applicable law our rights or the rights ofthe applicable licensors if any, nor that respective owners to other intellectual property rights will not assert, to the fullest extent under The market data and certain other statistical information used throughout this prospectus are based on independent industrypublications, reports by market research firms or other independent sources that we believe to be reliable sources; however, we havenot commissioned any of the market or survey data that is presented in this prospectus. Industry publications and third-party research,surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they donot guarantee the accuracy or completeness of such information. We are responsible for all of the disclosures contained in thisprospectus, and we believe these industry publications and third-party research, surveys and studies are reliable, provided that we havenot commissioned any such information. While we are not aware of any misstatements regarding any third-party information presented Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “ETHZilla”, and “ETHZilla Corporation”refer specifically to ETHZilla Corporation and its consolidated subsidiaries. In addition, unless the context otherwise require