• Regulatory changes or actions by the U.S. Congress or any U.S. federal or state agencies may affect the value of the Shares or restrict the use of SUI , validating activity or the operation of the Sui Network or the Digital Asset Markets in a manner that adversely affects the value of the Shares; • Changes in the policies of the U.S. Securities and Exchange Commission (the “SEC”) could adversely impact the value of the Shares; • Regulatory changes or other events in foreign jurisdictions may affect the value of the Shares or restrict the use of one or more digital assets, validating activity or the operation of their networks or the Digital Asset Trading Platform Market in a manner that adversely affects the value of the Shares; • An Authorized Participant, the Trust or the Sponsor could be subject to regulation as a money service business or money transmitter, which could result in extraordinary expenses to the Authorized Participant, the Trust or the Sponsor and also result in decreased liquidity for the Shares; • Regulatory changes or interpretations could obligate the Trust or the Sponsor to register and comply with new regulations, resulting in potentially extraordinary, nonrecurring expenses to the Trust; • Conflicts of interest may arise among the Sponsor or its affiliates and the Trust; • The Sponsor’s services may be discontinued, which could be detrimental to the Trust; • The limited ability to facilitate in-kind creations and redemptions of Shares could have adverse consequences for the Trust; • If the Custodian resigns or is removed by the Sponsor, or otherwise, without replacement, it could trigger early termination of the Trust; • To the extent the Staking Condition is not satisfied, the lack of ability to participate in Staking could have adverse consequences for the Trust; • Staking introduces a risk of loss of SUI, which could adversely affect the value of the Shares; • Staked SUI tokens will be inaccessible for a variable period of time, determined by a range of factors, which could result in certain liquidity risk to the Trust; • The Trust will be dependent on third parties to effectively execute the Trust’s Staking Arrangements; • The regulatory landscape surrounding Staking is uncertain; • Beneficial owners of Shares could incur tax liabilities without receiving corresponding distributions from the Trust; • The Trust relies on third-party service providers to perform certain functions essential to the affairs of the Trust and the replacement of such service providers could pose a challenge to the safekeeping of the Trust’s SUI and to the operations of the Trust; and • There is no guarantee that an active trading market for the Shares will continue to develop. 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;
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