etfs.grayscale.com/gsui. The contents of the website referred to above and any websites referred to herein are not incorporated into this filing. Further, our references to the URL for this website is intended to be an inactive textual reference only. See “Business—Valuation of SUI and Determination of NAV” for a more detailed description of how the Trust’s NAV and NAV per Share are calculated. ............................................................. Staking The Trust Agreement provides that the Trust may engage in Staking, but only if (and, then, only to the extent that) the Staking Condition has been
satisfied. Subject to the Staking Condition being satisfied, and subject to compliance with any additional requirements that may arise in connection with satisfaction of the Staking Condition, in the future the Sponsor may cause the Trust to stake a portion of its SUI holdings to receive Staking Consideration comprising additional SUI. As of the date of this prospectus, the Staking Condition has not been met for the Trust, and there can be no assurance as to whether or when the Staking Condition will be met for the Trust in the future. As a result, the Trust currently is prohibited from engaging in Staking, and there can be no assurance that the Trust will be permitted to engage in Staking in the future. See “Risk Factors—Risk Factors Related to Staking—The Trust will not be permitted to engage in Staking unless (and, then, only to the extent that) the Staking Condition is satisfied in addition to the Trust satisfying any additional requirements that may arise in connection with the satisfaction of the Staking Condition, which could negatively affect the value of the Shares.” The Sponsor may decide in its sole discretion not to pursue satisfaction of the Staking Condition, and there can be no assurance that the Sponsor will cause the Trust to engage in Staking. If the Staking Condition is satisfied, the Sponsor anticipates that the Trust would enter into Staking Arrangements with the Custodian to stake the Trust’s SUI to one or more Staking Providers through Provider-Facilitated Staking. Under the Staking Arrangements, the Trust would be permitted to accept only Native Staking Consideration received in the form of SUI, and would not be permitted to accept any Other Staking Consideration in the form of other digital assets. Furthermore, the Staking Arrangements would also require that a Staking Provider meet certain requirements in order to be selected to participate in Provider-Facilitated Staking. The Staking Provider would be the node operator and would be obligated to operate the validator through which the Trust’s SUI is staked to ensure that validation occurs. The Trust’s SUI would be staked from the Trust’s wallets administered by the Custodian, and the Staking Provider would perform any related validation activities. The Trust would retain control of its staked SUI because the SUI Network does not permit the Staking Provider to transfer staked SUI to any wallet other than as designated by the Sponsor. Because the Trust’s staked SUI cannot, pursuant to the SUI Network protocol, be transferred other than as directed by the Sponsor, the Trust’s SUI would not be deemed commingled with the SUI of any other SUI holder in connection with Staking, such as the Staking Provider or others who stake to the Staking Provider, even if the Staking Provider is in receipt of other SUI holders’ validation rights. The Trust would not itself undertake any validation activities, and the Sponsor would not be required to perform any services. If the Sponsor causes the Trust to engage in Staking, the Sponsor anticipates that it would cause the Trust to engage in Staking with respect to all of the Trust’s SUI at all times, except as needed as further described herein. The Trust’s SUI would be un-staked (or not staked in the first instance) only under certain circumstances described in the Trust Agreement and under “Description of the Shares—Staking.” The Staking Arrangements are expected to generally be on market terms, consistent with those typically offered by leading digital asset firms that offer staking functionality. However, the Trust would negotiate certain provisions as necessary or helpful to preserve the Trust’s status as a grantor trust
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