Hudson Bay Capital Management LP and Sander Gerber have filed an amended Schedule 13G reporting a minority stake in ETHZilla Corp. They report beneficial ownership of 350,000 shares of common stock through call options, equal to 1.84% of the company, based on 19,012,231 shares outstanding as of December 30, 2025. The securities are held in the ordinary course of business and are not intended to change or influence control of ETHZilla.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
ETHZilla Corp
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
68236V401
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
68236V401
1
Names of Reporting Persons
Hudson Bay Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
350,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
350,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
350,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.84 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Represents 350,000 shares of Common Stock (as defined in Item 2(a)) issuable upon exercise of call options.
SCHEDULE 13G
CUSIP No.
68236V401
1
Names of Reporting Persons
Sander Gerber
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
350,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
350,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
350,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.84 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Represents 350,000 shares of Common Stock (as defined in Item 2(a)) issuable upon exercise of call options.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ETHZilla Corp
(b)
Address of issuer's principal executive offices:
2875 South Ocean Blvd, Suite 200, Palm Beach, FL 33480
Item 2.
(a)
Name of person filing:
This statement is filed by Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 290 Harbor Dr., Stamford, CT 06902.
(c)
Citizenship:
The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen.
(d)
Title of class of securities:
Common Stock, $0.0001 par value
(e)
CUSIP No.:
68236V401
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 19,012,231 shares of common stock, $0.0001 par value (the "Common Stock") of ETHZilla Corporation (the "Company") outstanding as of December 30, 2025, as reported in the Company's Prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on December 30, 2025.
The Investment Manager serves as the investment manager to Hudson Bay Special Opportunities Master Fund A LP and Hudson Bay Master Fund Ltd., in whose names the securities reported herein are held. As such, the Investment Manager may be deemed to be the beneficial owner of all shares of Common Stock issuable upon exercise of the call options held by Hudson Bay Special Opportunities Master Fund A LP and all shares of Common Stock issuable upon exercise of the call options held by Hudson Bay Master Fund Ltd. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities.
(b)
Percent of class:
1.84%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 4(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What ownership stake in ETHZilla (ETHZ) does Hudson Bay report?
Hudson Bay reports beneficial ownership of 350,000 ETHZilla common shares via call options, representing 1.84% of the company. This percentage is calculated against 19,012,231 shares outstanding as of December 30, 2025, as disclosed in ETHZilla’s prospectus.
Who are the reporting persons in this ETHZilla (ETHZ) Schedule 13G/A?
The reporting persons are Hudson Bay Capital Management LP, an investment manager organized in Delaware, and Sander Gerber, a United States citizen. Gerber is managing member of the general partner of the Investment Manager and disclaims beneficial ownership of the reported securities.
How is the ETHZilla (ETHZ) position held by Hudson Bay structured?
The ETHZilla position consists of 350,000 shares of common stock issuable upon exercise of call options. These options are held in the names of Hudson Bay Special Opportunities Master Fund A LP and Hudson Bay Master Fund Ltd., for which Hudson Bay Capital Management LP serves as investment manager.
Does Hudson Bay’s ETHZilla (ETHZ) filing indicate an attempt to control the company?
No. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of ETHZilla Corp. It also notes they are not held in connection with any control-related transaction.
Why does Hudson Bay file a Schedule 13G/A for ETHZilla (ETHZ) if ownership is under 5%?
Although the reported 1.84% stake is under 5%, Schedule 13G filings can reflect prior higher ownership levels or amendments. Item 5 confirms ownership of 5 percent or less of the class, updating the market on Hudson Bay’s current reduced position in ETHZilla.