FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ELRAY RESOURCES, INC.
2. Issuer Name and Ticker or Trading Symbol

ETHZilla Corp [ ETHZ ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
_____ Officer (give title below)    __X__ Other (specify below)
Former 10% Owner
(Last)          (First)          (Middle)

3651 LINDELL ROAD, SUITE D131
3. Date of Earliest Transaction (MM/DD/YYYY)

7/27/2025
(Street)

LAS VEGAS, NV 89103
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 7/27/2025  X  3,000,000 A$1.68 4,318,000 (2)D  
Common Stock 7/27/2025  S(1)  1,680,000 D$3 2,638,000 (2)D  
Common Stock 8/7/2025  S  135,257 D$3.56 (3)2,502,743 (2)D  
Common Stock 8/8/2025  S  777,595 D$3.18 (4)1,725,148 (2)D  
Common Stock 8/11/2025  S  405,148 D$3.17 (5)1,320,000 (2)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Stock Purchase Warrants $1.68 7/27/2025  X (1)    3,000,000  12/27/2024 9/30/2031 Common Stock 3,000,000 $0 0 D  

Explanation of Responses:
(1) On July 27, 2025, Elray Resources, Inc. exercised Common Stock Purchase Warrants to purchase 3,000,000 shares of the Issuer's common stock at an exercise price of $1.68 per share. Elray Resources, Inc. paid the exercise price on a cashless basis, resulting in the Issuer withholding of 1,680,000 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 1,320,000 shares.
(2) Includes 1,318,000 shares of Common Stock that are expected to be repurchased by the Issuer following the date of this Form 4 pursuant to the terms of that certain Settlement and Release Agreement dated and effective April 23, 2024, by and between the Issuer, Elray Resources, Inc. and Luxor Capital, LLC, as previously disclosed.
(3) This transaction was executed in multiple trades at prices ranging from $3.83 to $3.40, inclusive. The price reported above reflects the weighted average sales price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
(4) This transaction was executed in multiple trades at prices ranging from $4.84 to $3.00, inclusive. The price reported above reflects the weighted average sales price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.
(5) This transaction was executed in multiple trades at prices ranging from $3.37 to $3.00, inclusive. The price reported above reflects the weighted average sales price. The Reporting Person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares and prices at which the transaction was effected.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ELRAY RESOURCES, INC.
3651 LINDELL ROAD, SUITE D131
LAS VEGAS, NV 89103



Former 10% Owner

Signatures
Elray Resources, Inc., by /s/ Anthony Brian Goodman, CEO8/18/2025
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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