Summary Risk Factors Before you invest in the Shares, you should carefully consider all the information in this prospectus, including matters set forth under the heading “Risk Factors.” Some of the more significant challenges and risks relating to an investment in the Shares include those associated with the following: • Extreme volatility of trading prices that many digital assets, including SUI , have experienced in recent periods and may continue to experience, could have a material adverse effect on the value of the Shares and the Shares could lose all or substantially all of their value; • The medium-to-long term value of the Shares is subject to a number of factors relating to the capabilities and development of blockchain technologies and to the fundamental investment characteristics of digital assets; • The value of the Shares is dependent on the acceptance of digital assets, such as SUI , which represent a new and rapidly evolving industry; • Digital assets may have concentrated ownership and large sales or distributions by holders of such digital assets could have an adverse effect on the market price of such digital assets; • Recent developments in the digital asset economy have led to extreme volatility and disruption in digital asset markets, a loss of confidence in participants of the digital asset ecosystem, significant negative publicity surrounding digital assets broadly and market-wide declines in liquidity; • The largely unregulated nature and lack of transparency surrounding the operations of Digital Asset Trading Platforms may adversely affect the value of digital assets and, consequently, the value of the Shares; • The value of the Shares relates directly to the value of SUI held by the Trust, the value of which may be highly volatile and subject to fluctuations; • The Shares may trade at a price that is at, above or below the Trust’s NAV per Share as a result of the non-concurrent trading hours between NYSE Arca and the Digital Asset Trading Platform Market; • Shareholders may suffer a loss on their investment if the Shares trade above or below the Trust’s NAV per Share; • Validators may suffer losses due to Staking, or Staking may prove unattractive to validators, which could adversely affect the Sui Network; • A temporary or permanent “fork” or a “clone” could adversely affect the value of the Shares; • The lack of active trading markets for the Shares may result in losses on investors’ investments at the time of disposition of Shares; • Possible illiquid markets may exacerbate losses or increase the variability between the Trust’s NAV and its market price; • The possibility that there may be less liquidity or wider spreads in the market for the Shares as compared to the shares of other spot SUI exchange-traded products, if and when the listing of such products has been approved; • The limited history of the Index; • Competition from the emergence or growth of other digital assets could have a negative impact on the price of SUI and adversely affect the value of the Shares; • The liquidity of the Shares may be affected if Authorized Participants cease to perform their obligations under the Participant Agreements or the Liquidity Engager is unable to engage Liquidity Providers; • Any suspension or other unavailability of the Trust’s redemption program may cause the Shares to trade at a discount to the NAV per Share; • A determination that SUI or any other digital asset is a “security” may adversely affect the value of SUI and the value of the Shares, and result in potentially extraordinary, nonrecurring expenses to, or termination of, the Trust;
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