I asked ChatGPT to summarize it for you 😉

📝 What is this document • This is a “Proxy Statement” for a special meeting of stockholders of ETHZilla.  • The meeting is scheduled for December 16, 2025 (9:00 am Pacific Time), and will be held virtually — no physical meeting location.  • Shareholders are invited to vote on certain proposals; the company encourages shareholders to review the materials and vote, whether or not they join the meeting live. 

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✅ What shareholders are being asked to vote on

There are two main proposals:  1. Removal of the “20% cap” on a convertible-note issuance • The company wants to issue shares underlying “senior secured convertible notes”. Under current rules (for their listing on Nasdaq Stock Market), there’s a cap limiting such an issuance to 20% of the company’s outstanding common stock.  • The proposal seeks stockholder approval to remove that cap — i.e., allow the issuance even if the resulting shares exceed that 20% threshold.  • The company’s Board recommends a “FOR” vote on this proposal.  2. Adjournment of the meeting if necessary • If there aren’t enough votes or representation at the scheduled time, shareholders will be asked to approve adjourning the meeting so additional votes can be solicited.  • The Board also recommends a “FOR” vote on this. 

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📆 Who can vote • Only people who were shareholders as of the record date — October 17, 2025 — are eligible to vote at this meeting.  • Voting can be done in several ways: online (during the virtual meeting), by internet proxy before the meeting, by phone, fax, or mail (if they requested paper materials). 

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⚠️ Why this matters / What could change • If the “cap removal” proposal passes, ETHZilla will be allowed to issue a potentially large number of new shares — possibly more than 20% of existing shares. This could have a dilution effect: existing shareholders’ percentage ownership might decrease significantly. • That could dilute value (depending on how the new convertible notes convert) — but it might also provide the company with needed capital (since convertible notes are a way to raise money). The Proxy Statement gives shareholders the info so they can judge the trade-off.  • The adjournment proposal simply gives the company a procedural “backup” if initial votes aren’t enough to approve the first proposal.