Potential Contribution Arrangement The Sponsor is in discussions with the Potential Investor, for the Potential Investor to acquire the Contribution Shares through an Authorized Participant, or its AP Designee, in exchange for the Contribution Tokens, following the effectiveness of the registration statement of which this prospectus forms a part, and pursuant to such registration statement. The Contribution Shares would have no preference features associated with them, and would be economically the same as other Shares. However, because these discussions are not binding agreements or commitments to purchase, the Potential Investor could determine to purchase more, fewer or no Shares. The Potential Investor is not an authorized participant and, accordingly, is not eligible to present directly a redemption basket to the Trust for redemption. Any such sale, transfer or other disposition of the Shares will be made in compliance with all applicable securities laws. In connection with the Contribution Agreement, the Potential Investor is expected to be granted registration rights with respect to the Contribution Shares, for so long as the Contribution Shares constitute “control securities” within the meaning of Rule 144 under the Securities Act. Upon written request by the Potential Investor, the Sponsor shall cause the Trust to register the resale of the Contribution Shares under the Securities Act, at the Potential Investor’s expense. The Sponsor will use commercially reasonable efforts to keep any such registration statement continuously effective until the Contribution Shares (i) have been sold, (ii) no longer constitute control securities under Rule 144 or (iii) cease to be outstanding, subject to customary suspension rights. The above description is a summary of the material terms of the Investor’s registration rights and is qualified in its entirety by reference to the Registration Rights Agreement, a form of which is filed with the SEC as an exhibit to the registration statement of which this prospectus forms a part. Emerging Growth Company Status The Trust is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). For as long as the Trust is an emerging growth company, unlike other public companies that are not emerging growth companies under the JOBS Act, it will not be required to: provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; provide more than two years of audited financial statements and related management’s discussion and analysis of financial condition and results of operations; comply with any new requirements that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; provide certain disclosure regarding executive compensation required of larger public companies; or obtain shareholder approval of any golden parachute payments not previously approved. the last day of the fiscal year in which the Trust has $1.235 billion or more in annual revenues; the date on which the Trust becomes a “large accelerated filer” under Rule 12b-2 promulgated under the Exchange Act; the date on which the Trust issues more than $1.0 billion of non-convertible debt over a three-year period; or the last day of the fiscal year following the fifth anniversary of the Trust’s initial public offering. The Trust will cease to be an emerging growth company upon the earliest of: In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. In other words, an emerging growth company can
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