FORWARD-LOOKING STATEMENTS This prospectus contains “forward-looking statements” with respect to the Trust’s financial conditions, results of operations, plans, objectives, future performance and business. Statements preceded by, followed by or that include words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of these terms and other similar expressions are intended to identify some of the forward-looking statements. All statements (other than statements of historical fact) included in this prospectus that address activities, events or developments that will or may occur in the future, including such matters as changes in market prices and conditions, the Trust’s operations, the Sponsor’s plans and references to the Trust’s future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially from such statements. These statements are based upon certain assumptions and analyses the Sponsor made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. You should specifically consider the numerous risks described in “Risk Factors” in this prospectus. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including: • recent developments in the digital asset economy which 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 extreme volatility of trading prices that many digital assets, including SUI, have experienced in recent periods and may continue to experience, which could cause the value of the Shares to be volatile and/or have a material adverse effect on the value of the Shares; • the recency of the development of digital assets and the uncertain medium-to-long term value of the Shares due 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 depending on the acceptance of digital assets, such as SUI, which represent a new and rapidly evolving industry; • the value of the Shares relating directly to the value of SUI then held by the Trust, the value of which may be highly volatile and subject to fluctuations due to a number of factors; • the risk that validators may suffer losses due to Staking (as defined herein), or Staking may prove unattractive to validators, which could adversely affect the Sui Network; • a temporary or permanent “fork” or a “clone”, which could adversely affect the value of the Shares; • the largely unregulated nature and lack of transparency surrounding the operations of Digital Asset Trading Platforms, which may adversely affect the value of digital assets and, consequently, the value of the Shares; • the limited history of the Index; • the lack of active trading markets for the Shares, which may result in losses on investors’ investments at the time of disposition of Shares; • the possibility that 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; • 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; • the possibility that 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;
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