• regulatory changes or actions by the U.S. Congress or any U.S. federal or state agencies that 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; • 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; • changes in the policies of the U.S. Securities and Exchange Commission (the “SEC”) that could adversely impact the value of the Shares; • regulatory changes or other events in foreign jurisdictions that 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; • the possibility that 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 such Authorized Participant, the Trust or the Sponsor and also result in decreased liquidity for the Shares; • regulatory changes or interpretations that could obligate the Trust or the Sponsor to register and comply with new regulations, resulting in potentially extraordinary, nonrecurring expenses to the Trust; • potential conflicts of interest that may arise among the Sponsor or its affiliates and the Trust; • the potential discontinuance of the Sponsor’s continued services, which could be detrimental to the Trust; • the limited ability to facilitate in-kind creations and redemptions of Shares, which could have adverse consequences for the Trust; • the lack of ability to participate in Staking (as defined herein) to the extent the Staking Condition (as defined herein) is not satisfied, which could have adverse consequences for the Trust; • the risk of loss of SUI from Staking, which could adversely affect the value of the Shares; • the inaccessibility of staked SUI tokens for a variable period of time, which could result in certain liquidity risks to the Trust; • the Trust’s dependence on third parties to effectively execute the Trust’s Staking Arrangements (as defined herein); • the uncertain regulatory landscape surrounding Staking; • potential tax liabilities for beneficial owners of Shares without receiving corresponding distributions from the Trust in connection with Staking; • the Trust’s reliance on third-party service providers to perform certain functions essential to the affairs of the Trust and the challenges replacement of such service providers could pose to the safekeeping of the Trust’s SUI and to the operations of the Trust; and • the Custodian’s possible resignation or removal by the Sponsor or otherwise, without replacement, which could trigger early termination of the Trust. Consequently, all forward-looking statements made in this prospectus are qualified by these cautionary statements, and there can be no assurance that the actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the Trust’s operations or the value of the Shares. Should one or more of these risks discussed in “Risk Factors” in this prospectus, or other uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those described in forward-looking statements. Forward-looking statements are made based on the Sponsor’s beliefs, estimates and opinions on the date the statements are made and neither the Trust nor the Sponsor is under a duty or undertakes an obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, other than as required by applicable laws.
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