Canary Staked INJ ETF: securities offering (amended)

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canaryinj-s1_071725.htm

AMENDMENT TO FORM S-1

filed with the Securities and Exchange Commission on July December 17, 2025

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

REGISTRATION STATEMENT

THE SECURITIES ACT OF 1933

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(State or other jurisdiction of

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Identification Number)

(I.R.S. Employer Identification Number)

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8 Cadillac Drive, Suite 300

including zip code, and telephone number, including

including area code, of registrant's principal executive offices)

Morrison C. Warren, Esq.,

James Audette, Esq.,

Chapman and Cutler LLP

320 South Canal Street

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Large accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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The information in this Preliminary Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Preliminary Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

to Completion Dated July December 17, 2025

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A secondary investment objective is for the Trust to earn additional INJ through the validation of transactions on the Injective network's (the "Injective Network") proof-of-stake blockchain (the "Injective Blockchain"). In seeking to achieve its investment objectives, the Trust will hold INJ and establish its net asset value ("NAV") by reference to the price of INJ as calculated by [________]. ("Pricing Benchmark"). The Pricing Benchmark is calculated by [________] (the "Benchmark Provider"), a financial data website integrating spot market prices from various digital asset trading platforms ("Constituent Platforms"). Canary Capital Group LLC (the "Sponsor") is the sponsor of the Trust,

that trade on the ________ Cboe BZX Exchange, Inc. (the "Exchange"). The Trust's investment objective is to seek to provide exposure to the price of Injective ("INJ") held by the Trust, less the expenses of the Trust's operations and other liabilities. A secondary investment objective is for the Trust to earn additional INJ through its participation in the staking program (the "Staking Program") administered by the Sponsor, in which staking rewards will be earned through the validation of transactions on the Injective network's (the "Injective Network") proof-of-stake blockchain (the "Injective

Blockchain"). In seeking to achieve its investment objectives, the Trust will hold INJ and establish its net asset value ("NAV") by reference to the CoinDesk Injective USD CCIXber 60m New York Rate ("Pricing Benchmark"). The

Pricing Benchmark is calculated by CoinDesk Indices (the "Benchmark Provider") based on a 60-minute time-weighted average price of the INJ-USD CCIXber Reference Rate (the "Underlying Index"), which is an aggregation of executed trade flow of major INJ trading platforms ("Constituent Platforms"). Canary Capital Group LLC (the "Sponsor")

is the sponsor of the Trust, CSC Delaware Trust Company (the "Trustee") is the trustee of the Trust, ________ ("________" or the "Transfer U.S. Bancorp

Agent") Fund Services, LLC is the Trust's transfer agent (in such capacity, the "Transfer Agent") and cash custodian (in such capacity, the "Cash Custodian"), ________ and BitGo Trust Company, Inc. (the "Custodian") is the custodian for the Trust, and will hold all of the Trust's INJ on the Trust's behalf.

Trust is an exchange-traded product. When the Trust sells or redeems its Shares, it will do so in blocks of [____] 10,000 Shares (a "Basket")

based on the quantity of INJ attributable to each Share of the Trust (net of accrued but unpaid expenses and liabilities). For a subscription for Shares, the subscription shall be in the amount of INJ or cash needed to purchase the amount of INJ represented by the Basket being created, as calculated by the Administrator (as defined below). For a redemption of Shares, the Sponsor shall arrange for the INJ represented by the Basket to be distributed or sold and the cash proceeds distributed. Financial firms that are authorized to purchase or redeem Shares with the Trust (known as "Authorized Participants") will deliver, or facilitate the delivery of, INJ or cash to the Trust's account with the Custodian (in the case of INJ) or Cash Custodian (in the case of cash) in exchange for Shares when they purchase Shares, and the Trust will deliver INJ or cash to such Authorized

Financial firms that are authorized to purchase or redeem Shares with the Trust (known as "Authorized Participants")

will deliver, or facilitate the delivery of, INJ or cash to the Trust's account with the Custodian (in the case of INJ)

or Cash Custodian (in the case of cash) in exchange for Shares when they purchase Shares, and the Trust will deliver INJ or cash to such Authorized Participant or an Authorized Participant's designee (an "Authorized Participant Designee) when they redeem Shares with the Trust. Shares initially comprising the same Basket but offered by the Authorized Participants to the public at different times may have different offering prices, which depend on various factors, including the supply and demand for Shares, the value of the Trust's assets, and market conditions at the time of a transaction. Owners of the beneficial interests of Shares ("Shareholders") who buy or sell Shares during the day from their broker on the secondary market may do so at a premium or discount relative to the per Share net asset value NAV of the Trust.

Sponsor is responsible for administering Staking Program. Under normal circumstances, the Sponsor will seek to stake all of the

Trust's INJ through one or more staking providers (each, a "Staking Provider") except for INJ reserved by the

Sponsor in its sole discretion to facilitate foreseeable redemption transactions, pay Trust expenses or otherwise protect the

Trust and its assets. In consideration for any staking activity in which the Trust may engage, the Trust will receive a portion of the staking rewards generated by the Staking Program. The initial Staking Provider for the Trust's INJ will be ________ ("________").

Sponsor will stake, or cause to be staked, a portion of the Trust's INJ through one or more trusted staking providers (each, a "Staking Provider"). The portion to be staked will be fixed on or before the start date of the Trust. In consideration for any staking activity in which the Trust may engage, the Trust will receive a portion of the staking rewards generated by a Staking Provider. The initial Staking Provider for the Trust's INJ will be who decide to buy or sell Shares of the Trust will place their trade orders through their brokers and will incur customary brokerage commissions and charges. Prior to this offering, there has been no public market for the Shares. The Shares are expected to be listed for trading, subject to notice of issuance, on the Exchange under the ticker symbol "____."

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INVESTING IN THE TRUST. PLEASE REFER TO "RISK FACTORS" BEGINNING ON PAGE __. 21.

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TRUST IS AN "EMERGING GROWTH COMPANY" AS THAT TERM IS USED IN THE JUMPSTART OUR BUSINESS STARTUPS ACT OF 2012 AND, AS SUCH,

AS SUCH, MAY ELECT TO COMPLY WITH CERTAIN REDUCED REPORTING REQUIREMENTS.

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STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Prospectus summary 59 changes

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In seeking to achieve its investment objectives, the Trust will hold INJ and establish its net asset value ("NAV") by reference to the price of INJ as calculated by [________] ("Pricing Benchmark"). The Trust is sponsored by Canary Capital Group LLC (the "Sponsor"), a wholly owned subsidiary of Canary Capital Group Inc. The Trust intends to provide direct exposure to the price of INJ held by the Trust's INJ custodian ____ (the "Custodian").

Canary Staked INJ ETF (the "Trust") is an exchange-traded fund that issues shares of beneficial interest (the "Shares") that seeks to list and trade on the ____ Cboe BZX Exchange, Inc. (the "Exchange"). The Trust's investment objective is to seek to provide exposure to the price of Injective ("INJ") held by the Trust, less the expenses of the Trust's operations and other liabilities. A secondary investment objective is for the Trust to earn additional INJ through its participation in the staking program (the "Staking Program") administered by the Sponsor, in which staking rewards will be earned through the validation of transactions on the Injective network's (the "Injective Network") proof-of-stake blockchain (the "Injective Blockchain"). In seeking to achieve its investment objectives, the Trust will hold INJ and establish its net asset value ("NAV") by reference to the CoinDesk Injective USD CCIXber 60m New York Rate ("Pricing Benchmark").

The Pricing Benchmark is calculated by CoinDesk Indices (the "Benchmark Provider") based on a 60-minute time-weighted average price of the INJ-USD CCIXber Reference Rate (the "Underlying Index"), which is an aggregation of executed trade flow of major INJ trading platforms ("Constituent Platforms"). The Trust is sponsored by Canary Capital Group LLC (the "Sponsor"), a wholly owned subsidiary of Canary Capital Group Inc. The Trust intends to provide direct exposure to the price of INJ held by the Trust's INJ custodian Bitgo Trust Company, Inc. (the "Custodian"). The Custodian is not insured by the Federal Deposit Insurance Corporation (the "FDIC") but carry carries insurance provided by private insurance carriers, which is shared among all of such Custodian's customers, is not specific to the Trust, and may not be available or sufficient to protect the Trust from all possible losses or sources of losses. The net assets of the Trust and its Shares are valued on a daily basis with reference to the Pricing Benchmark, which is calculated by [________] the Benchmark Provider by integrating spot market prices from various digital asset trading platforms Constituent Platforms. The Pricing Benchmark is calculated as of 4:00 p.m. Eastern time ("ET").

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Trust will stake, or cause to be staked, a portion of the Trust's assets through one or more staking infrastructure providers (each a "Staking Provider"). The portion to be staked will be fixed on or before the date of the Trust. The Trust will stake the Trust's INJ on the Injective Network through the Custodian using a software protocol provided by ________ that connects the Trust to a pool of verified validator nodes on the Injective Network for automated INJ staking optimization.

These phases affect when INJ begins earning rewards, participates in consensus and becomes available for transfer or redelegation.

the Custodial Services Agreement, the Staking Provider will be entitled to [ ]% of the staking rewards generated by the Trust's staking program (the "Staking Provider Consideration"). The Staking Provider Compensation will be paid by the Custodian from the proceeds of the staking program received by the Trust.

and the Injective Network

The Injective Network is a

more information on INJ and the Injective Network, see " INJ, INJ Markets, and Regulation of INJ " below.

Sponsor is responsible for administering the Staking Program. Under normal circumstances, the Sponsor will seek to stake all of the Trust's INJ through one or more staking providers (each, a "Staking Provider") except for INJ reserved by the Sponsor in its sole discretion to facilitate foreseeable redemption transactions, pay Trust expenses or otherwise protect the Trust and its assets. In consideration for any staking activity in which the Trust may engage, the Trust will receive a portion of the staking rewards generated by a Staking Provider. The initial Staking Provider for the Trust's INJ will be ________ ("________").

Sponsor will cause the Trust's INJ to be staked on the Injective Network through the Custodian that connects to a verified validator node on the Injective Network maintained by the Staking Provider. As a result of any staking activity in which the Trust may engage, the Trust expects to receive certain staking rewards of INJ, which may be treated for federal income tax purposes as income to the Trust (see "United States Federal Income Tax Consequences" for a further description of the tax implications of the activities of the Trust to an investor). The Trust itself will not engage in staking activities, including operation of a validator node. Instead, the Staking Program will be operated administered by the Sponsor through the Trust's utilization of service providers, including the Custodian and Staking Provider. The Staking Provider exercises no discretion as to the amount the Trust's INJ to be staked or timing of the staking activities. The Custodian will maintain exclusive possession and control of the private keys associated with any staked INJ at all times. Staking activity on the Injective Network involves the delegation of INJ to validators and carries certain risks. The Injective Network currently implements slashing, meaning that staked INJ is subject to automatic penalties for validator misbehavior, such as double-signing or extended downtime. There is no guarantee that slashing parameters or other punitive mechanisms will not change in the future. Additionally, the staking process includes protocol-defined warm-up, activation and withdrawal periods, during which delegated INJ is temporarily locked and inaccessible.

activity on the Injective Network involves the delegation of INJ to validators and carries certain risks. The Injective Network currently implements slashing, meaning that staked INJ is subject to automatic penalties for validator misbehavior, such as double-signing or extended downtime. There is no guarantee that slashing parameters or other punitive mechanisms will not change in the future.

Additionally, the staking process includes a 21-day dedelgation period, during which previously delegated INJ is temporarily locked and inaccessible and does not earn staking rewards. This dedelgation phase affects when INJ becomes available for transfer or redelegation. The description and considerations related to staking are discussed more fully in " Principal Risks-Risks Associated with INJ and the Injective Network ."

rewards generated by the Staking Program will be subject to fees associated with the Staking Program, which will be shared among the Staking Provider, the Sponsor, and the Custodian. The amounts owed or paid by the Trust for the Staking Program are collectively referred to as the "Staking Fees." The Staking Fees will vary based on the fees charged by the Staking Providers but in no event will the Staking Fees exceed [10]% of the staking rewards generated by the Staking Program. The Staking Fees will reduce the amount of INJ that are received by the Trust from the Staking Program. The remainder of the staking rewards will be redeployed into the Staking Program, transferred out or sold in connection with the redemption of Baskets, or transferred or sold by the Sponsor to pay fees due to the Sponsor or Trust expenses and liabilities not assumed by the Sponsor. Except for INJ reserved by the Sponsor in its sole discretion to facilitate foreseeable redemption transactions, pay Trust expenses or otherwise protect the Trust and its assets, all staking rewards will be restaked pursuant to the Staking Program and the Injective Network The Injective Network is a specialized Layer-1 blockchain designed to serve as the technological foundation for the future of finance.

specialized Layer-1 blockchain designed to serve as The technological foundation for the future of finance. The blockchain employs a custom implementation of the Tendermint Proof-of-Stake (PoS) consensus framework, a Byzantine Fault Tolerant (BFT) consensus algorithm designed for public or private blockchain networks, enabling secure and fast transaction finality. The network differentiates itself through its purpose-built architecture that optimizes for financial use cases. The platform's modular approach to functionality provides developers with pre-built and customizable infrastructure components, facilitating rapid application development and composability. INJ serves multiple functions within the Injective ecosystem, including network security through staking mechanisms, governance participation, and functioning as the primary medium of exchange. As the native medium of exchange on the Injective Network INJ is used to pay transaction fees, facilitate non-fungible token purchases and sales, pay trading fees, and enable other on-chain operations.

serves multiple functions within the Injective ecosystem, including network security through staking mechanisms, governance participation, and functioning as the primary medium of exchange. As the native medium of exchange on the Injective Network, INJ is used to pay transaction fees, facilitate non-fungible token purchases and sales, pay trading fees, and enable other on-chain operations.

2025, the Injective Network delivered several material updates that enhanced scalability, interoperability, and ecosystem growth.

These included the "Performance Upgrade," which improved node efficiency and validator coordination; the successful deployment of Ethereum Virtual Machine (EVM) compatibility to enable cross-chain dApp functionality; and the launch of the AI-driven iBuild platform to accelerate decentralized application development.

ahead, the first planned update is the mainnet launch of MultiVM, announced at the Injective Summit 2025. MultiVM is designed to let developers deploy applications using EVM, the Solana Virtual Machine (SVM), and other frameworks without code changes.

The public testnet is live, with mainnet activation pending final audits. The second planned update is a transition from weekly to monthly burns. Under this proposal, protocol fees from decentralized exchanges and lending platforms would be pooled into a smart contract, with 60% of fees burned and 40% allocated to ecosystem grants. The objective is to accelerate the INJ token's deflationary mechanism by increasing the burn rate and tying it more directly to staking and network revenue. For more information on INJ and the Injective Network, see " INJ, INJ Markets, and Regulation of INJ " below.

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Trust's investment objective is to seek to provide exposure to the price of INJ held by the Trust, less the expenses of the Trust's operations and other liabilities. A secondary investment objective is for the Trust to earn additional INJ through the validation of transactions on Staking Program. In consideration for the Injective Network. Staking Program, the additional INJ generated by the Staking Program will be subject to the Staking Fees shared among the Staking Provider, the Sponsor, and the Custodian. In seeking to achieve its investment objectives, the Trust will hold INJ and establish its NAV by reference to the Pricing Benchmark. The Pricing Benchmark is calculated by the Benchmark Provider, a financial data website integrating spot market prices from various Constituent Platforms. All of the Trust's INJ will be held by the Custodian.

Pricing Benchmark is calculated by the Benchmark Provider, a financial data website integrating spot market prices from various Constituent Platforms. All of the Trust's INJ CRO will be held by the Custodian. The Trust uses the Pricing Benchmark to calculate its daily NAV. The Pricing Benchmark will provide a daily, 4:00 p.m. ET reference rate of the U.S. dollar price of one INJ that may be used to develop financial products. For more information on the Pricing Benchmark, CRO. See " The Trust and INJ Prices " below. Prices-The Pricing Benchmark."

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the Custodial Services Agreement, the Staking Provider is entitled to the Staking Provider Consideration. The payment of the Staking Provider Consideration by the Custodian will reduce the portion of the staking rewards generated by the Trust's staking program that are actually received by the Trust. Accordingly, the staking rewards actually received by the Trust will likely be less than what the Trust would receive if the Trust were to administer its own staking program without the assistance of third-party service providers.

addition, the Trust intends pursuant to establish a the Staking Program to stake a portion administered by the Sponsor, substantially all of the Trust's assets will be staked through one or more Staking Providers. Staking activity comes with a risk of loss of INJ. None of the Trust's assets, including any staked assets, are subject to the protections enjoyed by depositors with Federal Deposit Insurance Corporation ("FDIC") or SIPC member institutions. The staked assets may also be subject to "slashing" penalties. Slashings occur when a validator attests to two different histories of the chain and penalties occur when a validator is offline for a prolonged period of time. The Trust itself will not engage in staking activities, including the operation of a validator node. Instead, the Staking Program will be operated through administered by the Trust's Sponsor through service providers, including the Custodian and Staking Provider. In combination, they deter malicious validators from attacking blockchains and ensure consistent participation of validators to maintain network stability. While the Sponsor does not expect the activities of the Staking Provider to result in slashing penalties, there can be no guarantee that slashing penalties will not occur. Furthermore, the Custodian's and the Staking Provider's potential liability to the Trust for the actions of associated with the Staking Provider Program is limited, and the Custodian and Staking Provider may lack the assets or insurance in order to support the recovery of any losses incurred. Accordingly, there can be no guarantee that the Trust would recover any of its staked assets, or the value thereof, if it is subject to slashing or other penalties.

consideration for the Staking Program, the additional INJ generated by the Staking Program will be subject to the Staking Fees shared among the Staking Provider, the Sponsor, and the Custodian. The Staking Fees will vary based on the fees charged by the Staking Providers but in no event will the Staking Fees exceed [10]% of the staking rewards generated by the Staking Program.

The Staking Fees will reduce the amount of INJ that are received by the Trust from the Staking Program.

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Trust's net return will not match the performance of the Pricing Benchmark because the Trust incurs operating expenses and other fees and liabilities, the Trust is also expected to generate additional INJ through the Staking Program. Moreover, the NAV of the Trust may deviate from the market price of its Shares for a number of reasons, including price volatility, trading activity, normal trading hours for the Trust, the calculation methodology of the NAV, and/or the closing of INJ trading platforms due to fraud, failure, security breaches or otherwise.

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website for the Trust, https://efts.canary.capital, canaryetfs.com, or any successor thereto, which will be publicly accessible at no charge, will contain the following information: (a) the prior business day's NAV; (b) the prior business day's official closing price; (c) calculation of the premium or discount of such Exchange's official closing price against such NAV; (d) data in chart form displaying the frequency distribution of discounts and premiums of the Exchange's official closing price against the NAV, within appropriate ranges for each of the four previous calendar quarters (or for the life of the Trust, if shorter);

(c) calculation of the premium or discount of such Exchange's official closing price against such NAV; (d) data in chart form displaying the frequency distribution of discounts and premiums of the Exchange's official closing price against the NAV, within appropriate ranges for each of the four previous calendar quarters (or for the life of the Trust, if shorter); (e) the Prospectus; and (f) other applicable quantitative information. The Trust will also disseminate the Trust's holdings on a daily basis on the Trust's website. The NAV for the Trust will be calculated by the Administrator once a day and will be disseminated daily to all market participants at the same time. Quotation and last sale information regarding the Shares will be disseminated through the facilities of the consolidated tape.

adjustments made to the Pricing Benchmark will be published on ________ the Benchmark Provider's website at ________. indices.coindesk.com.

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Sponsor, Canary Capital Group LLC, arranged for the creation of the Trust and is responsible for the ongoing registration of the Shares for their public offering in the United States and the listing of Shares on the Exchange. The Sponsor's principal address is 8 Cadillac Drive, Suite 300, Brentwood, TN, 37027 . The Sponsor will develop a marketing plan for the Trust, will prepare marketing materials regarding the Shares of the Trust, and will exercise the marketing plan of the Trust on an ongoing basis. The Sponsor has agreed to pay all normal operating expenses except for Extraordinary Expenses (defined below) out of the Sponsor's unified fee.

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serves as the Trust's administrator (the "Administrator"). The Administrator's principal address is ____.

serves as the transfer agent for the Trust. The Transfer Agent: (1) facilitates the issuance and redemption of Shares of the Trust;

serves as the cash custodian for the Trust. The

Cash Custodian is responsible for safekeeping all cash and other non-INJ assets of the Trust.] will be the Staking Provider for the Trust. The portion of the Trust's INJ will be fixed on or before the Trust's start date. ________ is responsible for providing the software protocol that allows the Trust to connect to a pool of verified validator nodes on the Injective Network for automated INJ staking optimization.

Bancorp Fund Services, LLC serves as the Trust's administrator (the "Administrator"). The Administrator's principal address is 615 East Michigan Street, Milwaukee, Wisconsin 53202. Under the Administration Agreement, the Administrator provides necessary administrative, tax and accounting services and financial reporting for the maintenance and operations of the Trust, including valuing the Trust's INJ and calculating the NAV per Share of the Trust and the NAV of the Trust and supplying pricing information to the Sponsor for the relevant website. In addition, the Administrator makes available the office space, equipment, personnel and facilities required to provide such services.

Bancorp Fund Services, LLC serves as the transfer agent for the Trust. The Transfer Agent: (1) facilitates the issuance and redemption of Shares of the Trust; (2) responds to correspondence by Shareholders and others relating to its duties; (3) maintains Shareholder accounts; and (4) makes periodic reports to the Trust. The Trust's Transfer Agent will facilitate the settlement of Shares in response to the placement of creation orders and redemption orders from financial firms that are authorized to purchase or redeem Shares with the Trust ("Authorized Participants").

Trust Company Inc. serves as the Trust's INJ custodian. Under the services agreements with the Custodian (the "Custodial Services Agreement"), the Custodian is responsible for safekeeping all of the INJ owned by the Trust. The Custodian was selected by the Sponsor. The Sponsor is responsible for opening the account with the Custodian that holds the Trust's INJ (the "INJ Account"), as well as facilitating the transfer or sale of INJ required for the operation of the Trust.

Bank, N.A., an affiliate of the Administrator and Transfer Agent, serves as the cash custodian for the Trust. The Cash Custodian is responsible for safekeeping all cash and other non-INJ assets of the Trust.

Trust's staking program (the "Staking Program") will be carried out by the Sponsor, who will be responsible for selecting one or more staking providers (each, a "Staking Provider") that operate validator nodes for the Injective Network. The Staking Providers are responsible for the establishment and operation of the validator nodes used to stake the Trust's INJ. Pursuant to the Staking Program, under normal circumstances, the Sponsor will seek to stake all of the Trust's INJ through the Staking Providers, except for INJ reserved by the Sponsor in its sole discretion to facilitate foreseeable redemption transactions, pay Trust expenses or otherwise protect the Trust and its assets. Proceeds from the Staking Program are expected to be distributed to the Trust's wallet at the Custodian [daily]. The Trust does not intend to distribute proceeds from the Staking Program. The initial Staking Provider for the Trust's INJ will be ________ ("________").

Distributors LLC (the "Marketing Agent"), is responsible for reviewing and approving the marketing materials prepared by the Sponsor for compliance with applicable SEC and the Financial Industry Regulatory Authority, Inc. ("FINRA") advertising laws, rules, and regulations pursuant to a marketing agreement with the Trust. The principal business address of the Marketing Agent is ____. The Marketing Agent is a broker-dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of FINRA.

Indices, Inc. (the "Benchmark Provider") publishes the Pricing Benchmark and is responsible for the oversight of the Pricing Benchmark.

Trading Counterparties

is responsible for oversight of the ____. ____ is the third-party, independent calculation agent for the Pricing Benchmark.] INJ Trading Counterparties The Trust buys and sells INJ through INJ trading counterparties selected by the Sponsor. The Trust does not currently intend to engage a prime broker or other liquidity provider providing similar services. As of ____, the Trust has entered into agreements with each of ____, ____, ____ and ____ to serve as an INJ trading counterparty to the Trust. Each of these INJ trading counterparties is, and any other trading counterparty the Trust places orders with in the future will be, subject to U.S. federal and/or state licensing requirements or similar laws in non-U.S. jurisdictions and maintains practices and policies designed to comply with anti-money laundering ("AML") and know-your-customer ("KYC") regulations or similar laws in non-U.S. jurisdictions.

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Trust will pay the Sponsor an annual unified fee of ____% of the Trust's INJ Holdings (the "Sponsor Fee"). The Trust's "INJ Holdings" is the quantity of the Trust's INJ plus any cash or other assets held by the Trust represented in INJ as calculated using the Pricing Benchmark price, less its liabilities (which include estimated accrued but unpaid fees and expenses) represented in INJ as calculated using the Pricing Benchmark price. The Sponsor Fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement. The Administrator will calculate the Sponsor Fee in respect of each day by reference to the prior day's INJ Holdings. Except for periods during which all or a portion of the Sponsor Fee is being waived, the Sponsor Fee will accrue daily in INJ and be payable monthly in INJ or cash. To the extent there are any on-chain transaction fees incurred in connection with the transfers of INJ to pay the Sponsor Fee, the Sponsor, and not the Trust, shall bear such fees. The Sponsor may, at its sole discretion and from time to time, waive all or a portion of the Sponsor Fee for stated periods of time. The Sponsor is under no obligation to waive any portion of its fees and any such waiver shall create no obligation to waive any such fees during any period not covered by the waiver.

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consideration for the Staking Program, the additional INJ generated by the Staking Program will be subject to the Staking Fees shared among the Staking Provider, the Sponsor, and the Custodian. The Staking Fees will vary based on the fees charged by the Staking Providers but in no event will the Staking Fees exceed [10]% of the staking rewards generated by the Staking Program.

The Staking Fees will reduce the amount of INJ that are received by the Trust from the Staking Program.

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Trust's Custodian will maintain custody of all of the Trust's INJ. The Custodian provides insured safekeeping of digital assets using a multi-layer cold storage security platforms designed to provide offline security of the digital assets held by the Custodian. The Custodian has insurance coverage to protect the organization from risks such as theft of funds. The insurance programs of the Custodian does not cover, insure or guarantee the performance of the Trust. The Custodian is not FDIC-insured. insured by the Federal Deposit Insurance Corporation (the "FDIC") but carries insurance provided by private insurance carriers, which is shared among all of such Custodian's customers, is not specific to the Trust, and may not be available or sufficient to protect the Trust from all possible losses or sources of losses.

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Trust will stake, or cause to be staked, a portion of the Trust's assets through one or more staking infrastructure providers (each a "Staking Provider"). The portion to be staked will be fixed on or before the date of the Trust. ________ ("________") will be the Staking Provider for the Trust. The Trust will stake the Trust's INJ on the Injective Network through the Custodian using a software protocol provided by ________ that connects the Trust to a pool of verified validator nodes on the Injective Network for automated INJ staking optimization. The Custodian will maintain exclusive possession and control of the private keys associated with any staked INJ at all times. The staking process includes protocol-defined warm-up, activation and withdrawal periods, during which delegated INJ is temporarily locked and inaccessible. These phases affect when INJ begins earning rewards, participates in consensus and becomes available for transfer or redelegation. The Trust itself will not engage in staking activities, including the operation of a validator node. Instead, the staking program will be operated through the Trust's service providers, including the Custodian and Staking Provider.

Staking Program will be carried out by the Sponsor, who will be responsible for selecting one or Staking Providers that operate validator nodes for the Injective Network. Under normal circumstances, the Sponsor will seek to stake all of the Trust's INJ through the Staking Providers, except for INJ reserved by the Sponsor in its sole discretion to facilitate foreseeable redemption transactions, pay Trust expenses or otherwise protect the Trust and its assets.

Trust will not have any direct contractual relationship with the Staking Providers. In determining the amount and percentage of the Trust's INJ to allocate to each Staking Provider, the Sponsor will consider (i) the concentration of the Trust's INJ at each Staking Provider, (ii) the Sponsor's assessment of the safety and security policies and procedures of each Staking Provider, (iii) each Staking Provider's history of implementing similar staking programs, (iv) the technology used by each Staking Provider, and (v) any other factor the Sponsor deems relevant in making the allocation determination.

consideration for any staking activity in which the Trust may engage, the Trust will receive a portion of the staking rewards generated by the Staking Program. The Trust will dedicate substantially all of the Trust's INJ to the Staking Program.

consideration of the Staking Program, the Staking Fees will be shared among the Staking Provider, the Sponsor, and the Custodian.

The Staking Fees will vary based on the fees charged by the Staking Providers but in event will the Staking Fees exceed [10]% of the staking rewards generated by the Staking Program. The Staking Fees will reduce the amount of INJ that are received by the Trust from the Staking Program. The remainder of the staking rewards generated by the Staking Program will be redeployed into the Staking Program, transferred out or sold in connection with the redemption of Baskets, or transferred or sold by the Sponsor to pay fees due to the Sponsor or Trust expenses and liabilities not assumed by the Sponsor. Except for INJ reserved by the Sponsor in its sole discretion to facilitate foreseeable redemption transactions, pay Trust expenses or otherwise protect the Trust and its assets, all staking rewards will be restaked pursuant to the Staking Program.

to the Staking Program, the Staking Provider will distribute earned staking rewards to the Trust's wallet or wallets at the Custodian on a periodic basis, generally coinciding with 4:00 p.m. E.T. on each business day the Exchange is open. Accrued staking rewards will be included in the Trust's daily NAV calculation.

Injective, rewards accrue and are distributed on a per-block basis with a target block time of approximately .64 seconds. For standard staking, the network operates in 1-day epochs (24 hours). Although rewards accrue block by block throughout the epoch, they are calculated and distributed at the end of each epoch. Bonding is instant, and delegated tokens begin earning rewards in the next block with no waiting period. Unbonding requires 21 days; during this period, INJ does not earn rewards and cannot be transferred or redelegated.

Sponsor will carry out the Staking Program in accordance with the Sponsor's liquidity risk management policy (the "Liquidity Risk Management Policy"), which is designed to satisfy the requirements of the Exchange's listing rules. The Liquidity Risk Management Policy is designed to ensure that the Trust maintains sufficient liquidity to timely fulfill redemption orders to preserve the effective and efficient arbitrage mechanism of the Trust. The Liquidity Risk Management Policy assesses the characteristics of a protocol's native unbonding period, the particular unbonding characteristics of the Staking Program, sources of credit, sources of tokens, and other relevant liquidity considerations against the settlement period for any redemption of the Trust's shares. The Liquidity Risk Management Policy permits the Trust to maintain credit facilities to help meet redemption requests, which may include the Sponsor's own credit facilities to serve as a source of backup liquidity for the Trust. As of the date of the Prospectus, no such credit facility has been entered into by the Trust. The complete Liquidity Risk Management Policy is available on the Trust's website at canaryetfs.com/INJC.

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asset value ("NAV") means the total assets of the Trust including, but not limited to, all INJ and cash less total liabilities of the Trust.

Administrator determines the NAV of the Trust on each day that the Exchange is open for regular trading, as promptly as practical after 4:00 p.m. EST. ET. The NAV of the Trust is the aggregate value of the Trust's assets less its accrued but unpaid liabilities (which include accrued expenses). In determining the Trust's NAV, the Administrator values the INJ held by the Trust based on the price set by the Pricing Benchmark as of 4:00 p.m. EST. ET. The Administrator also determines the NAV per Share. For purposes of the Trust's financial statements, the Trust will utilize a pricing source that is consistent with U.S. Generally Accepted Accounting Principles ("GAAP"), as of the financial statement measurement date, which may result in valuations that differ from the Trust's daily NAV calculations. The Sponsor will determine in its sole discretion the valuation sources and policies used to prepare the Trust's financial statements in accordance with GAAP.

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The Injective Network is a

Injective Network is a specialized Layer-1 blockchain designed to serve as the technological foundation for the future of finance.

specialized Layer-1 blockchain designed to serve as The technological foundation for the future of finance. The blockchain employs a custom implementation of the Tendermint Proof-of-Stake (PoS) consensus framework, a Byzantine Fault Tolerant (BFT) consensus algorithm designed for public or private blockchain networks, enabling secure and fast transaction finality. The network differentiates itself through its purpose-built architecture that optimizes for financial use cases. The platform's modular approach to functionality provides developers with pre-built and customizable infrastructure components, facilitating rapid application development and composability. INJ serves multiple functions within the Injective ecosystem, including network security through staking mechanisms, governance participation, and functioning as the primary medium of exchange. As the native medium of exchange on the Injective Network INJ is used to pay transaction fees, facilitate non-fungible token purchases and sales, pay trading fees, and enable other on-chain operations.

serves multiple functions within the Injective ecosystem, including network security through staking mechanisms, governance participation, and functioning as the primary medium of exchange. As the native medium of exchange on the Injective Network, INJ is used to pay transaction fees, facilitate non-fungible token purchases and sales, pay trading fees, and enable other on-chain operations.

2025, the Injective Network delivered several material updates that enhanced scalability, interoperability, and ecosystem growth.

These included the "Performance Upgrade," which improved node efficiency and validator coordination; the successful deployment of Ethereum Virtual Machine (EVM) compatibility to enable cross-chain dApp functionality; and the launch of the AI-driven iBuild platform to accelerate decentralized application development.

ahead, the first planned update is the mainnet launch of MultiVM, announced at the Injective Summit 2025. MultiVM is designed to let developers deploy applications using EVM, the Solana Virtual Machine (SVM), and other frameworks without code changes.

The public testnet is live, with mainnet activation pending final audits. The second planned update is a transition from weekly to monthly burns. Under this proposal, protocol fees from decentralized exchanges and lending platforms would be pooled into a smart contract, with 60% of fees burned and 40% allocated to ecosystem grants. The objective is to accelerate the INJ token's deflationary mechanism by increasing the burn rate and tying it more directly to staking and network revenue.

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The Injective Network's governance operates under a defined set of parameters which are subject to change through community-driven proposals. To submit a proposal, a minimum deposit of 100 INJ is required. Once a proposal is live, the voting period lasts for four days. For any proposal to be considered valid, a quorum of at least 33.4% participation from eligible voters must be met. To pass, a proposal needs a simple majority with an approval threshold of 50%. Voters can choose from four options:

To pass, a proposal needs a simple majority with an approval threshold of 50%. Voters can choose from four options: Yes, No, Abstain, or No With Veto. If 33.4% or more of the total votes cast are "No With Veto," if quorum is not reached, or if the proposal fails to meet the minimum deposit, the deposited INJ will be burned. In all other cases, the deposit is refunded to the proposer.

The underlying mechanics that distinguish the Injective Network architecture from other native crypto assets are the carefully engineered systems designed for scalability and sustainability.

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Injective systematically removes INJ from

The moving change rate mechanism is designed to engineer network activity that is responsive and adaptable, ensuring that the Injective Network consistently meets its targeted Goal Bonded Percentage, thus promoting a more sustainable and stable ecosystem.

systematically removes INJ from circulation via its novel burn auction mechanism ("Burn Auction"). Held regularly, the Injective Network's Burn Auction invites holders of INJ to bid on a basket of tokens accumulated from a portion of the revenue generated by participating applications on the Injective Network and direct contributions from individual users.

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The exchange module is one of Injective's custom blockchain modules available for developers to utilize in building applications on the Injective network. The module enables a fully decentralized spot and derivative exchange. The entire process of orderbook management, trade execution, order matching, and settlement occurs onchain through the logic codified by the exchange module. A portion of revenue generated by applications using the exchange module to power exchange services is allocated to the auction module for inclusion in the Burn Auction, with the remaining portion retained by the application.

A portion of revenue generated by applications using the exchange module to power exchange services is allocated to the auction module for inclusion in the Burn Auction, with the remaining portion retained by the application.

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Concurrently, the Burn Auction periodically removes INJ from circulation.

This counters the supply rate and scales with ecosystem growth, promoting an economic environment centered around participation and sustainability.

the Burn Auction periodically removes INJ from circulation. This counters the supply rate and scales with ecosystem growth, promoting an economic environment centered around participation and sustainability. Together the Injective Network's mechanisms form an economic architecture designed for long-term stability and viability of the Injective ecosystem.

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As such, there are some differences in the form, transparency, and reliability of trading data from Digital Asset Trading Platforms.

most common means of determining a reference value is surveying trading platforms where secondary markets for INJ exist. The most prominent digital asset trading platforms ("Digital Asset Trading Platform") are often referred to as "exchanges". However, they are not regulated and do not report trade information in the same way as a national securities exchange.

However, they are not regulated and do not report trade information in the same way as a national securities exchange. As such, there are some differences in the form, transparency, and reliability of trading data from Digital Asset Trading Platforms. Generally speaking, INJ data is available from these Digital Asset Trading Platforms, which have publicly disclosed valuations for each executed trade, measured by one or more fiat currencies such as the USD or Euro or another digital asset such as USDC or USDT. In addition, INJ and the cryptocurrency and crypto tokens transiting other smart contract networks are often traded through decentralized smart contract platforms, referred to as "decentralized exchanges." OTC dealers or market makers do not typically disclose their trade data.

In addition, INJ and the cryptocurrency and crypto tokens transiting other smart contract networks are often traded through decentralized smart contract platforms, referred to as "decentralized exchanges." OTC dealers or market makers do not typically disclose their trade data.

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participants in the staking sector include individual INJ delegators and validator operators. INJ holders that do not operate a validator node may delegate their tokens to active validators in order to participate in staking rewards and governance .

Validators collectively maintain the Injective Network and run the nodes that secure the Injective Network. They are responsible for block proposals and transaction validation. The total active set of Injective Network validators is 50, determined by the amount of INJ delegated to them. Validator voting power is established pro-rata based on the stake delegated to the validator's cumulative amount of INJ staked. Validator downtime may result in slashing penalties.

on the Injective Network range from community participants to professional operators that run dedicated infrastructure. Validators propose and confirm blocks and share block rewards and transaction fees with their associated delegators, net of validator commission.

rewards on the Injective Network are determined by the protocol and are distributed to validators and their delegators based on the proportion of stake bonded to a validator relative to the total bonded stake in the network. Rewards are funded by transaction fees collected on the network and, where applicable, protocol-specified emissions. The specific amount each validator and delegator receives depends on their share of the total stake, the validator's uptime and performance (including commission settings and any slashing events), and overall network conditions.

historical range of staking rewards on the Injective Network has varied with network activity, fee volume, and protocol parameters.

During periods of higher on-chain activity and fee generation (for example, from increased trading and dApp usage), rewards have generally been higher because more fees are available to distribute. Conversely, during periods of lower activity and fee volume, rewards may decrease. The actual annualized reward rate has fluctuated over time, reflecting changes in network usage, applicable emissions, validator behavior, and protocol adjustments. [For standard staking, the estimated annual percentage yield has ranged from approximately 12% to 20% over time, although there can be no guarantee that the Staking Program will result in similar returns.] On Injective, rewards accrue and are distributed on a per-block basis with a target block time of approximately .64 seconds. For standard staking, the network operates in 1-day epochs (24 hours). Although rewards accrue block by block throughout the epoch, they are calculated and distributed at the end of each epoch. Bonding is instant, and delegated tokens begin earning rewards in the next block with no waiting period. Unbonding requires 21 days; during this period, INJ does not earn rewards and cannot be transferred or redelegated.

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Coinbase, Kraken Binance and Crypto.com Coinbase are some of the largest trading platforms by volume traded supporting INJ. ________, The Custodian for the Trust, is a digital asset custodian that provides custodial accounts that store INJ for users. As the Injective ecosystem continues to grow in acceptance, it is anticipated that service providers will expand the currently available range of services and that additional parties will enter the service sector for the Injective ecosystem.

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The vesting schedule followed

The Injective Network token generation event occurred on October 21, 2020, and had an initial supply of 100,000,000 INJ. The INJ token's genesis distribution was allocated across several categories to support the Injective Network's development. Specifically, 6% of the total supply was allocated to the seed sale, 16.67% to the private sale, and 9% to participants of the Binance Launchpad sale. The Injective Network team received 20% of the tokens, while advisors were allocated 2%. To foster long-term growth and sustainability, 36.33% was designated for ecosystem development, and 10% was reserved for community growth initiatives.

vesting schedule followed tailored unlock structures to ensure responsible token distribution. In particular, both the seed sale and private sale participants had no tokens unlocked at the token generation event. The seed sale had a seven-month cliff, followed by the unlocking of 33.3% of tokens every six months thereafter. The private sale had a longer cliff of eight months, with the same bi-annual unlock schedule. The Binance Launchpad sale participants, in contrast, received 100% of tokens immediately at the token generation event with no lockup period.

For the Injective Network team, tokens were subject to a nine-month cliff, after which 16.7% were unlocked semiannually. The allocation for advisors was subject to an eight-month cliff, followed by 16.7% semiannual unlocks. The ecosystem development allocation had 17% unlocked at the token generation event, followed by a six-month cliff and quarterly unlocks of 8.3%. The community growth tokens were subject to a one-month cliff, followed by monthly unlocks of 8.33%. Overall, the full genesis token supply, amounting to 100 million INJ, was fully unlocked by January 2024.

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the Custodial Services Agreement, the Staking Provider will be entitled to [ ]% of the staking rewards generated by the Trust's staking program (the "Staking Provider Consideration"). The Staking Provider Consideration will be paid by the Custodian from the proceeds of the staking program received by the Trust.

Trust intends to establish a program to stake a portion of Sponsor is responsible for administering the Trust's INJ through Staking Program and will select one or more Staking Providers engaged by the Custodian. The Staking Provider who will utilize the hardware, software and services necessary to enable the establishment of validator nodes and stake the Trust's INJ on the Injective Network. As a result of any staking activity in which the Trust may engage, the Trust expects to receive certain staking rewards of INJ, which may be treated for federal income tax purposes as income to the Trust's Shareholders. The Trust itself will not engage in staking activities, including operation of a validator node. Instead, The Staking program will be operated through the Trust's service providers, including the Custodian and Staking Provider The Staking Provider exercises no discretion as to the amount the Trust's INJ to be staked or timing of the staking activities (other than as is incidental in establishing or deactivating validator nodes). The Custodian will maintain exclusive possession and control of the private keys associated with any staked INJ at all times. Staking activity comes with a risk of loss of INJ, including in the form of "slashing" penalties. Additionally, as part of the "activating" and "exiting" processes of INJ staking, any staked INJ will be inaccessible for a period of time determined by a range of factors, 21 days, resulting in certain liquidity risks that the Sponsor will manage in accordance with the Liquidity Risk Policy of the Trust consideration of the Staking Program, the Staking Fees will be shared among the Staking Provider, the Sponsor, and the Custodian.

The Staking Fees will vary based on the fees charged by the Staking Providers but in event will the Staking Fees exceed [10]% of the staking rewards generated by the Staking Program. The Staking Fees will reduce the proceeds of the Staking Program received by the Trust.

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While INJ has enjoyed some success in its limited history, the aggregate value of outstanding INJ is smaller than that of bitcoin and may be eclipsed by the more rapid development of other digital assets.

of June 20, 2025, more than 17.3 million other the date of this Prospectus, there are tens of thousands of active digital assets, as tracked by CoinMarketCap.com, that have been developed since the inception of bitcoin, which is currently the most developed digital asset because of the length of time it has been in existence, the investment in the infrastructure that supports it, and the network of individuals and entities that are using bitcoin in transactions. While INJ has enjoyed some success and adoption in its limited history, the aggregate value of outstanding INJ is smaller than that of bitcoin and may be eclipsed by the more rapid development of other digital assets.

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In addition, the SEC, U.S. state securities regulators and several foreign governments have issued warnings and instituted legal proceedings in which they argue that certain digital assets may be classified as securities and that both those digital assets and any related initial coin offerings or other primary and secondary market transactions are subject to securities regulations. Ongoing and future regulatory actions, could have a material adverse effect on the digital asset industry as a whole and on the price of INJ, and may alter, perhaps to a materially adverse extent, the nature of an investment in the Shares and/or the ability of the Trust to continue to operate. Additionally, U.S. state and federal, and foreign regulators and legislatures have taken action against virtual currency businesses or enacted restrictive regimes in response to adverse publicity arising from hacks, consumer harm, or criminal activity stemming from virtual currency activity.

Ongoing and future regulatory actions, could have a material adverse effect on the digital asset industry as a whole and on the price of INJ, and may alter, perhaps to a materially adverse extent, the nature of an investment in the Shares and/or the ability of the Trust to continue to operate. Additionally, U.S. state and federal, and foreign regulators and legislatures have taken action against virtual currency businesses or enacted restrictive regimes in response to adverse publicity arising from hacks, consumer harm, or criminal activity stemming from virtual currency activity.

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Korea amended its Financial Information Act in March 2020 to require virtual asset service providers to register and comply with its AML and counter-terrorism funding framework. These measures also provide the government with the authority to close digital asset trading platforms that do not comply with specified processes. South Korea has also banned initial coin offerings.

These measures also provide the government with the authority to close digital asset trading platforms that do not comply with specified processes. South Korea has also banned initial coin offerings.

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Risk factors 29 changes

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trading prices of many digital assets, including INJ, have experienced extreme volatility in recent periods and may continue to do so. For instance, there were steep increases in the value of certain digital assets over the course of 2021, and multiple market observers asserted that digital assets were experiencing a "bubble." These increases were followed by steep drawdowns throughout 2022 in digital asset trading prices. These episodes of rapid price appreciation followed by steep drawdowns have occurred multiple times throughout Over the history course of the digital asset industry. Since its launch in October 2020, 2023, INJ has experienced significant price prices have continued to exhibit extreme volatility. reaching an all-time low of $0.6557 in November 2020 and an all-time high of $52.75 in March 2024. As of June 20, 2025, INJ was trading at approximately $10.78.

Periods of volatility in INJ's price have been driven by a variety of factors, including changes in investor sentiment regarding the long-term viability of the Injective Network, broader movements in the cryptocurrency markets, highly publicized validator outages and network disruptions, and the launch of competitive Layer 1 protocols. Macroeconomic conditions, such as rising interest rates, inflation concerns, and tightening monetary policy, have also contributed to fluctuations in the price of INJ and other digital assets. INJ may also be more susceptible to idiosyncratic volatility due to its relatively high proportion of programmatic usage by automated trading protocols and its concentration of stake among a limited number of liquid staking providers, which may amplify market reactions to technical or governance events. As a result, the price performance of INJ may not always correlate with the broader digital asset market.

episodes of rapid price appreciation followed by steep drawdowns have occurred multiple times throughout the history of the digital asset industry. Since its launch in October 2020, INJ has experienced significant price volatility, reaching an all-time low of $0.6557 in November 2020 and an all-time high of $52.75 in March 2024. As of December 11, 2025, INJ was trading at approximately volatility may persist and the value of the Shares may significantly decline in the future without recovery. The digital asset markets may still be experiencing a bubble or may experience a bubble again in the future. For example, in the first half of 2022, each of Celsius Network, Voyager Digital Ltd., and Three Arrows Capital declared bankruptcy, resulting in a loss of confidence in participants of the digital asset ecosystem and negative publicity surrounding digital assets more broadly. In November 2022, FTX Trading Ltd. ("FTX"), one of the largest digital asset exchanges by volume at the time, halted customer withdrawals amid rumors of the company's liquidity issues and likely insolvency, which were subsequently corroborated by its CEO. Shortly thereafter, FTX's CEO resigned and FTX and many of its affiliates filed for bankruptcy in the United States, while other affiliates have entered insolvency, liquidation, or similar proceedings around the globe, following which the U.S. Department of Justice brought criminal fraud and other charges, and the SEC and CFTC brought civil securities and commodities fraud charges, against certain of FTX's and its affiliates' senior executives, including its former CEO. In addition, several other entities in the digital asset industry filed for bankruptcy following FTX's bankruptcy filing, such as BlockFi Inc. and Genesis Global Capital, LLC ("Genesis"). In response to these events (collectively, the "2022 Events"), the digital asset markets have experienced extreme price volatility and other entities in the digital asset industry have been, and may continue to be, negatively affected, further undermining confidence in the digital asset markets.

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trading prices of many digital assets, including INJ, are derived from a variety of factors including supply and demand for INJ, as well as more indirect and macro maINJ factors such as interest rates, monetary policy, broader market uncertainty and geopolitical, social and economic events.

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events have occurred in connection with digital assets in the past. For example, in September 2014, the Chinese digital asset exchange Huobi announced that it had sent approximately 900 bitcoin and 8,000 litecoin (worth approximately $400,000 at the prevailing market prices at the time) to the wrong customers. More recently, in October 2022, Crypto.com disclosed that it mistakenly transferred about 320,000 ETH (roughly $416 million at the time) to a whitelisted address at another exchange rather than to its own cold storage; the funds were subsequently returned in tranches. In a separate incident first identified in December 2021, an internal processing error led Crypto.com to send AU$10.5 million to an Australian customer instead of AU$100, which resulted in court proceedings and an order requiring repayment with interest. And in May 2021, during a promotional campaign, BlockFi erroneously transferred a significant quantity of bitcoin to fewer than 100 users as bonuses due to a payment mistake and undertook efforts to recover the funds, including warning of potential legal action against recipients who did not return them. To the extent that the Trust is unable to seek a corrective transaction with such third party or is incapable of identifying the third party which has received the Trust's INJ through error or theft, the Trust will be unable to revert or otherwise recover incorrectly transferred INJ. The Trust will also be unable to convert or recover its INJ transferred to uncontrolled accounts. To the extent that the Trust is unable to seek redress for such error or theft, such loss could adversely affect the value of the Shares.

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of these events could therefore adversely impact the value of the Shares. As an illustrative examples example of a digital asset hard fork, following the DAO hack in July 2016, holders of Ethereum voted on-chain to reverse the hack, effectively causing a hard fork.

For the days following the vote, the price of Ethereum rose from $11.65 on July 15, 2016 to $14.66 on July 21, 2016, the day after the first Ethereum Classic block was mined. A clone may also adversely affect the price of INJ at the time of announcement or adoption. For example, on November 6, 2016, Rhett Creighton, a Zcash developer, cloned the Zcash Network to launch Zclassic, a substantially identical version of the Zcash Network that eliminated the Founders' Reward. For the days following the date the first Zclassic block was mined, the price of ZEC fell from $504.57 on November 5, 2016 to $236.01 on November 7, 2016 in the midst of a broader sell off of ZEC beginning immediately after the Zcash Network launch on October 28, 2016. A clone may also adversely affect More recently, the price proliferation of INJ at networks launched on forked or cloned codebases, such as the time wave of announcement or adoption. A future fork OP Stack-based Layer 2 networks in or clone 2023-2024 (e.g., Base and Zora) and new Cosmos SDK-based chains replicating features of the Injective Network incumbent protocols, has shown how copycat launches can fragment liquidity, divert developer resources, and pressure token pricing around launch, dynamics that could adversely similarly affect the value of INJ. These developments underscore the Shares risk that future forks or the ability of the Trust clones related to operate. Injective or its broader ecosystem could create parallel assets, operational frictions, or valuation uncertainty that adversely impact the market for INJ.

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There is no guarantee that the Sponsor will choose the digital asset that is ultimately the most valuable fork, and the Sponsor's decision may adversely affect the value of the Shares as a result. The Sponsor may also disagree with Shareholders and security vendors on what is generally accepted as INJ and should therefore be considered "INJ" for the Trust's purposes, which may also adversely affect the value of the Shares as a result.

the event of a hard fork of the Injective Network, the Sponsor will, if permitted by the terms of the Trust Agreement, use its discretion to determine, in good faith, which peer-to-peer network, among a group of incompatible forks of the Injective Network, is generally accepted as the Injective Network and should therefore be considered the appropriate network for the Trust's purposes. The Sponsor will base its determination on a variety Sponsor's decision-making process involves evaluating various factors to ensure the best interests of then relevant the Trust and its beneficiaries are maintained. These factors including, may include, but are not limited to, the stability and security of the network, the level of community support, the potential impact on the Trust's assets, the Sponsor's beliefs regarding expectations of the core developers of INJ, the Injective Network, users, service providers, businesses, staking providers, validators, miners node operators and other constituencies, as well as the actual continued acceptance of mining power on, and community engagement with, the Injective Network. There is no guarantee that the Sponsor will choose the digital asset that is ultimately the most valuable fork, and the Sponsor's decision may adversely affect the value of the Shares as a result. The Sponsor may also disagree with Shareholders and security vendors on what is generally accepted as INJ and should therefore be considered "INJ" for the Trust's purposes, which may also adversely affect the value of the Shares as a result.

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Injective Network imposes a mandatory unbonding period for staked INJ, during which tokens cannot be transferred or withdrawn.

May Suffer Losses Due To Staking, Or Staking May Prove Unattractive To Validators, Which Could Make the Injective Network Less on the Injective Network requires INJ to be staked to participate in consensus, with token holders delegating their stake to validators who propose and confirm blocks. If the Injective Network experiences technical failures, security incidents or malicious validator behavior, staked INJ may become inaccessible, experience delays in unbonding or be subject to slashing depending on future governance proposals. Although slashing is not currently active on the Injective Network, validators are incentivized to maintain high uptime, process transactions accurately and participate in oracle voting to retain delegation and earn rewards.

Injective Network imposes a mandatory unbonding period for staked INJ, during which tokens cannot be transferred or withdrawn for up to 21 days. This lock-up period may discourage some participants from staking if they require liquidity or short-term capital access. Validators who underperform or lose community support may be removed from the active validator set and become ineligible to receive rewards, reducing participation incentives and potential revenue.

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slashing events on the Injective Network are extremely rare, staking activity comes with a risk of loss of INJ, including in the form of slashing penalties. None of the Trust's assets, including any staked assets, are subject to the protections enjoyed by depositors with Federal Deposit Insurance Corporation ("FDIC") or SIPC member institutions.

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Trust will stake, or cause to be staked, a portion of the Trust's assets through one or more staking infrastructure providers (each a "Staking Provider"). The portion to be staked will be fixed on or before the date of the Trust. ________ ("________") is expected to be the Staking Provider for the Trust. The Trust will stake the Trust's INJ on the Injective Network through the Custodian using a software protocol provided by ________ that connects the Trust to a pool of verified validator nodes on the Injective Network for automated INJ staking optimization. The Custodian will maintain exclusive possession and control of the private keys associated with any staked INJ at all times. The staking process includes protocol-defined warm-up, activation and withdrawal periods, during which delegated INJ is temporarily locked and inaccessible. These phases affect when INJ begins earning rewards, participates in consensus and becomes available for transfer or redelegation. As a result of any staking activity in which the Trust may engage, the Trust expects to receive certain staking rewards of INJ, which may be treated for federal income tax purposes as income to the Trust. (See __ for further description of the tax implications of the activities of the Trust to an investor.) The Trust itself will not engage in staking activities, including operation of a validator node. Instead, the staking program will be operated through the Trust's service providers, including the Custodian and Staking Provider. The Staking Provider exercises no discretion as to the amount the Trust's INJ to be staked or timing of the staking activities. The Custodian will maintain exclusive possession and control of the private keys associated with any staked INJ at all times. The amount of INJ the Trust may receive as reward for its staking activity can vary significantly over time.

activity comes with a risk of loss of SOL. None of the Trust's assets, including any staked assets, are subject to the protections enjoyed by depositors with Federal Deposit Insurance Corporation ("FDIC") or SIPC member institutions. The Injective Network defines specific requirements for participation in validation activity, including technical performance and network behavior.

refers to the warm-up period during which newly delegated INJ becomes eligible to participate in consensus and earn rewards. "Deactivation" begins when a user initiates an unstaking request and continues through the cooldown period until the INJ becomes fully withdrawable.

During these periods, the affected INJ is temporarily inaccessible. The duration of these phases is influenced by network demand and protocol constraints, and may range from hours to several days or longer. These dynamics may introduce liquidity risk to the Trust, which the Sponsor will seek to manage through appropriate risk management practices.

to the Staking Program, under normal circumstances, the Sponsor will seek to stake all of the Trust's INJ through one or more staking providers (each, a "Staking Provider") except for INJ reserved by the Sponsor in its sole discretion to facilitate foreseeable redemption transactions, pay Trust expenses or otherwise protect the Trust and its assets. In consideration for any staking activity in which the Trust may engage, the Trust will receive a portion of the staking rewards generated by the Staking Program.

Trust will stake the Trust's INJ on the Injective Network through the Custodian. The Custodian will maintain exclusive possession and control of the private keys associated with any staked INJ at all times. The staking process includes a 21-day dedelegation period to remove staked assets from a staked state, during which previously delegated INJ is temporarily inaccessible and does not earn staking rewards. This affect when INJ becomes available for transfer. There is no limit on withdrawal of staking rewards earned from delegating to a validator node and rewards generally begin accruing the moment assets are staked.

a result of the Staking Program, the Trust expects to receive certain staking rewards in the form of INJ, which may be treated for federal income tax purposes as income to the Trust. (See __ for further description of the tax implications of the activities of the Trust to an investor.) The Trust itself will not engage in staking activities, including operation of a validator node.

Instead, the Staking Program will be administered by the Sponsor who will utilize service providers, including the Custodian and Staking Provider. The Staking Provider exercises no discretion as to the amount the Trust's INJ to be staked or timing of the staking activities. The Custodian will maintain exclusive possession and control of the private keys associated with any staked INJ at all times. The amount of INJ the Trust may receive as reward for its staking activity can vary significantly over time.

activity comes with a risk of loss of INJ .

None of the Trust's assets, including any staked assets, are subject to the protections enjoyed by depositors with FDIC or SIPC member institutions. The Injective Network defines specific requirements for participation in validation activity, including technical performance and network behavior. The Injective Network currently implements slashing, meaning that staked INJ is subject to automatic penalties for validator misbehavior, such as double-signing or extended downtime. There is no guarantee that slashing parameters or other punitive mechanisms will not change in the future. Slashings occur when a validator attests to two different histories of the chain and penalties occur when a validator is offline for a prolonged period of time. In combination, they deter malicious validators from attacking blockchains and ensure consistent participation of validators to maintain network stability. While the Sponsor does not expect the activities of the Staking Provider to result in slashing penalties, there can be no guarantee that slashing penalties will not occur. Furthermore, the Staking Provider's liability to the Trust is limited, and the Staking Provider may lack the assets or insurance in order to support the recovery of any losses incurred. Accordingly, there can be no guarantee that the Trust would recover any of its staked assets, or the value thereof, if it is subject to slashing or penalties. Additionally, the Injective Network implements "activation" and "deactivation" buffer periods that regulate when stakers can begin earning rewards and when they can unstake and withdraw their INJ. These mechanisms are designed to promote network stability by discouraging short-term or malicious validator behavior.

While the Sponsor does not expect the activities of the Staking Provider to result in slashing penalties, there can be no guarantee that slashing penalties will not occur. Furthermore, the Staking Provider's and the Custodian's liability to the Trust is limited, and the Staking Provider and the Custodian may lack the assets or insurance in order to support the recovery of any losses incurred. Accordingly, there can be no guarantee that the Trust would recover any of its staked assets, or the value thereof, if it is subject to slashing or penalties.

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staking of the Trust's INJ is expected to result in the Trust's receipt of staking proceeds in the form of additional INJ. Any such rewards are expected to be treated as ordinary income for tax purposes. To the extent that staking proceeds are regarded as ordinary income, the Trust is expected to experience a taxable event. Thus, the Trust's participation in INJ staking could result in increasing the tax liability of the shareholders of the Trust. Any such tax liability could adversely affect an investment in the Shares. [ The Staking Provider may not optimally execute the Trust's INJ staking program.

Sponsor may not optimally execute the Staking Program.

Trust relies on the Sponsor to administer the Staking Program. The Sponsor relies on the resources of the Staking Provider and the Custodian to facilitate the Trust's Staking Program. The Staking Provider will provide the hardware, software and services necessary for the Custodian to deposit delegate INJ into a validator node from the Trust's custody wallet. The hardware and software utilized by the Staking Provider may prove to be inadequate to maximize the Trust's staking revenue. rewards generated by the Staking Program. The Trust is dependent on the hardware, software and services of the Staking Provider to effectively execute the Trust's Staking Program. Risk Factors Related to Digital Assets The Value Of The Shares Relates Directly To The Value Of INJ, The Value Of Which May Be Highly Volatile And Subject To Fluctuations value of the Shares relates directly to the value of the INJ held by the Trust and fluctuations in the price of INJ could adversely affect the value of the Shares. The market price of INJ may be highly volatile, and subject to a number of factors, including:

Factors Related to Digital Assets

Value Of The Shares Relates Directly To The Value Of INJ, The Value Of Which May Be Highly Volatile And Subject To Fluctuations value of the Shares relates directly to the value of the INJ held by the Trust and fluctuations in the price of INJ could adversely affect the value of the Shares. The market price of INJ may be highly volatile, and subject to a number of factors, including:

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Business 142 changes

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price NAV of the Shares of the Trust are is represented by the Pricing Benchmark that may also be subject to momentum pricing due to speculation regarding future appreciation in value of INJ, leading to greater volatility that could adversely affect the value of the Shares. Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for future appreciation in value, if any. The Sponsor believes that momentum pricing of INJ has resulted, and may continue to result, in speculation regarding future appreciation in the value of INJ, inflating and making the Pricing Benchmark more volatile. As a result, INJ may be more likely to fluctuate in value due to changing investor confidence, which could impact future appreciation or depreciation in the Pricing Benchmark and could adversely affect the value of the Trust.

Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for future appreciation in value, if any. The Sponsor believes that momentum pricing of INJ has resulted, and may continue to result, in speculation regarding future appreciation in the value of INJ, inflating and making the Pricing Benchmark more volatile.

As a result, INJ may be more likely to fluctuate in value due to changing investor confidence, which could impact future appreciation or depreciation in the Pricing Benchmark and could adversely affect the value of the Trust.

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to Injective, the Injective Network achieves near-instant finality with a block time of 0.65 .64 seconds, processing up to 25,000 transactions per second (TPS). In an effort to increase the volume of transactions that can be processed on a given digital asset network, many digital assets are being upgraded with various features to increase the speed and throughput of digital asset transactions.

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potential consequences of a digital asset trading platform failure or failure to prevent market manipulation could adversely affect the value of the Shares. Manipulative trading or market abuse could create artificial or distorted prices, cause a loss of investor confidence in INJ, adversely impact pricing trends in INJ markets broadly, and cause losses from an investment in Shares of the addition, negative perception, a lack of stability and standardized regulation in the digital asset markets and the closure or temporary shutdown of digital asset trading platforms due to fraud, business failure, security breaches or government mandated regulation, and associated losses by customers, may reduce confidence in the Injective Network and result in greater volatility or decreases in the prices of INJ. Furthermore, the closure or temporary shutdown of a digital asset exchange used in calculating the Underlying Index may result in a loss of confidence in the Trust's ability to determine its NAV on a daily basis. The potential consequences of a digital asset exchange's failure could adversely affect the value of the Shares.

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trading platforms on which INJ trades may be susceptible to "front-running," which refers to the process when someone uses access to confidential information, or technology or market advantage to get prior knowledge of upcoming transactions. Front-running is a frequent activity on centralized as well as decentralized exchanges. By using bots functioning on a millisecond-scale timeframe, bad actors are able to take advantage of the forthcoming price movement and make economic gains at the cost of those who had introduced these transactions. The objective of a front runner is to buy a chunk of tokens at a low price and later sell them at a higher price while simultaneously exiting the position. Front-running can occur via manipulation of transaction validation and mining processes, or the theft or misappropriation of confidential information by insiders. To extent that front-running occurs in INJ markets, it may result in concerns as to the price integrity of digital asset exchanges and digital assets more generally.

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of June 20, 2025, INJ was the 62 nd largest digital asset by market capitalization, as tracked by CoinMarketCap.com.

As of June 20, 2025, December 14, the alternative digital assets tracked by CoinMarketCap.com had a total market capitalization of approximately $3.19 $3.03 trillion (including the approximately $1.1 billion $517 million market cap of INJ), as calculated using market prices and total available supply of each digital asset, excluding tokens pegged to other assets. INJ faces competition from a wide range of digital assets, including bitcoin and ethereum. INJ is also supported by fewer regulated trading platforms than more established digital assets, such as bitcoin and ethereum, which could impact its liquidity. In addition, INJ is in direct competition to other smart contract platforms, such as Ethereum, Polkadot, Avalanche and Cardano. Competition from the emergence or growth of alternative digital assets and smart contracts platforms, such as EOS, Tezos, Tron, and numerous others, could have a negative impact on the demand for, and price of, INJ and thereby adversely affect the value of the Shares.

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may invest in INJ through means other than the Shares, including through direct investments in INJ and other potential financial vehicles, possibly including securities backed by or linked to INJ and digital asset financial vehicles similar to the Trust, or other futures-based products. Market and financial conditions, and other conditions beyond the Sponsor's control, may make it more attractive to invest in other financial vehicles or to invest in INJ directly, which could limit the market for, and reduce the liquidity of, the Shares. In addition, to the extent digital asset financial vehicles other than the Trust tracking the price of INJ are formed and represent a significant proportion of the demand for INJ, large purchases or redemptions of the securities of these digital asset financial vehicles, or private funds holding INJ, could negatively affect the Underlying Index, the Trust's INJ holdings, the price of the Shares the net asset value of the Trust and the NAV.

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Trust's and the Authorized Participants' ability to buy or sell INJ may be adversely affected by limited trading volume, lack of a market maker, or legal restrictions. It is also possible that an INJ spot market or governmental authority may suspend or restrict trading in INJ altogether. Therefore, it may not always be possible to execute a buy or sell order at the desired price or to liquidate an open position due to market conditions on spot markets, regulatory issues affecting INJ or other issues affecting counterparties. INJ is a new asset with a very limited trading history. Therefore, the markets for INJ may be less liquid and more volatile than other markets for more established products.

Trust's and the Authorized Participants' ability to buy or sell INJ may be adversely affected by limited trading volume, lack of a market maker, or legal restrictions. INJ is a novel digital asset with a limited trading history, and the market for INJ is significantly smaller and less liquid than the markets for more established crypto assets such as bitcoin and ether, which underlie other currently available exchange-traded products. According to Coinmarketcap.com, as of December 11, 2025, the average daily trading volume for INJ across major exchanges was approximately $83 million, compared to bitcoin's average daily trading volume of approximately $82 billion and ether's average daily trading volume of approximately $27 billion. As of December 11, 2025, the total market capitalization of INJ is approximately $555 million, whereas bitcoin and ether have market capitalizations of approximately $1.84 trillion and $391 billion, respectively.

to the smaller size and lower liquidity of the INJ market, it may be more difficult to execute large trades without significantly impacting the market price. For example, a large order in the INJ market may represent a higher percentage of the average daily trading volume compared to a similar order in the bitcoin or ether markets, increasing the risk of price slippage and market disruption.

In periods of market stress or volatility, these risks may be further exacerbated, making it more challenging to liquidate positions at desired prices or to find suitable counterparties at a reasonable cost.

Trust's investment in INJ is highly concentrated, and the large size of the positions that the Trust may acquire could further increase the risk of illiquidity. If the Trust needs to liquidate its INJ holdings, it may incur greater losses than would be expected in more liquid markets such as those for bitcoin or ether. Any market disruption or illiquidity in the INJ market could therefore have a material adverse effect on the value of the Trust's shares.

the Sponsor will carry out the Staking Program in accordance with the Sponsor's Liquidity Risk Management Policy, investors should be aware of the potential risk that the Trust may become unable to timely meet excessive redemption requests from Authorized Participants that exceed the portion of the Trust's INJ holdings that remain unstaked. Staking involves locking INJ tokens to support network operations, which may limit the liquidity of those assets for immediate redemption purposes. If redemption requests from Authorized Participants surpass the available unstaked INJ, the Trust may face delays in processing these requests, potentially impacting share liquidity, and in turn, investors may be impacted by increased trade spreads or inability to buy or sell shares. This risk is particularly relevant during periods of high market volatility or increased redemption activity, which may exacerbate liquidity constraints. Investors should consider the implications of staking on the liquidity of their investments .

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amount of INJ represented by the Shares will decline change over time.

outstanding Share represents a fractional, undivided interest in the INJ held by the Trust. The Trust does not is expected to generate any income from the Staking Program on the one hand and transfers of INJ to pay for the Sponsor Fee and other liabilities on the other hand. Therefore, the amount of INJ represented INJrepresented by each Share will gradually decline change over time, and may increase to the extent the proceeds of the Staking Program exceed the Sponsor Fee. Assuming a constant INJ price, the trading price of the Shares is expected to gradually decline change relative to the price of INJ as the amount of INJ represented by representedby the Shares gradually declines. changes.

should be aware that the gradual decline change in the amount of INJ represented by the Shares will occur regardless of whether the trading price tradingprice of the Shares rises or falls in response to changes in the price of INJ.

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Custodian has limited liability for any loss, claim, or damage to the Trust, impairing the ability of the Trust to recover losses relating to its INJ and any recovery may be limited, except to the extent of a final, non-appealable judicial determination that such loss, claim or damage directly resulted from the gross negligence, willful misconduct or fraud of the Custodian. In addition, the Custodian is generally not be liable for any loss caused, directly or indirectly, by the failure of the Trust to adhere to the Custodian's policies and procedures that have been disclosed to the Trust, a force majeure event or certain actions determined by the Custodian to be necessary or advisable to inspect and protect the security of the Trust's assets. Furthermore, the Custodian is generally not liable for a loss caused, directly or indirectly, by any failure or delay to act by any service provider to the Custodian or any system failure (other than a system failure caused by the gross negligence, willful misconduct or fraud of the Custodian or the Custodian's affiliates), that prevents the Custodian from fulfilling its obligations. the Trust Agreement, the Trustee and the Sponsor will not be liable for any liability or expense incurred absent fraud, gross negligence, bad faith or willful misconduct on the part of the Trustee or the Sponsor or breach by the Sponsor of the Trust Agreement, as the case may be. As a result, the recourse of the Trust or the Shareholder to Trustee or the Sponsor may be limited.

the Trust Agreement, the Trustee and the Sponsor will not be liable for any liability or expense incurred absent fraud, gross negligence, bad faith or willful misconduct on the part of the Trustee or the Sponsor or breach by the Sponsor of the Trust Agreement, as the case may be. As a result, the recourse of the Trust or the Shareholder to Trustee or the Sponsor may be limited.

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Trust Agreement may be amended without the Shareholders' Consent

Trust Agreement may be amended by the Sponsor in its sole discretion without the consent of Shareholders, including through a supplemental agreement or an amended and restated Trust Agreement. As a result, Shareholders will have no voting or approval rights with respect to amendments that may materially affect their interests.

exclusive jurisdiction for certain types of actions and proceedings clauses set forth in the Trust Agreement may have the effect of limiting a Shareholder's rights to bring legal action against the Trust and could limit a purchaser's ability to obtain a favorable judicial forum for disputes with the Trust.

Trust Agreement provides that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction, any other courts located in Delaware will be the exclusive jurisdiction for any claims, suits, actions or proceedings, provided that (i) the forum selection provisions do not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction and (ii) the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under any federal securities law. By purchasing Shares in the Trust, Shareholders waive certain claims that the courts of the State of Delaware and any other courts located in Delaware is an inconvenient venue or is otherwise inappropriate. As such, Shareholder could be required to litigate a matter relating to the Trust in a Delaware court, even if that court may otherwise be inconvenient for the Shareholder.

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Asset Markets In The United States Exist In A State Of Regulatory Uncertainty, And Adverse Legislative Or Regulatory Developments Could Significantly Harm The Value Of INJ Or The Shares, Such As By Banning, Restricting Or Imposing Onerous Conditions Or Prohibitions On The Use Of INJ, Mining Staking Activity, Digital Wallets, The Provision Of Services Related To Trading And Custodying INJ, The Operation Of the Injective Network, Or The Digital Asset Markets Generally.

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Trust's investment objective is to seek to provide exposure to the value of INJ held by the Trust, less the expenses of the Trust's operations. A secondary investment objective is for the Trust to earn additional INJ through the validation of transactions on the Injective Network. The Sponsor will stake a portion of the Trust's assets through one or more trusted Staking Providers. The portion to be staked will be fixed on or before the start date of the Trust.

net assets of the Trust and its Shares are valued on a daily basis with reference to the Pricing Benchmark, a financial data website integrating spot market prices from various digital asset trading platforms, that is designed to reflect the performance of INJ in U.S. dollars. The Pricing Benchmark was created to facilitate financial products based on INJ. It serves as a once-a-day benchmark rate of the U.S. dollar price of INJ (USD/INJ), calculated as of 4:00 p.m. ET.

Pricing Benchmark aggregates the trade flow of several major INJ trading venues, during an observation window between 3:00 p.m.

and 4:00 p.m. ET into the U.S. dollar price of one INJ at 4:00 p.m. ET. The Sponsor may substitute an alternative reference rate as the Benchmark if it determines, in good faith, that such reference rate accurately reflects the market price of INJ.

Trust uses the Pricing Benchmark to calculate its NAV, which is the aggregate U.S. dollar value of INJ in the Trust, based on the Pricing Benchmark, less its liabilities and expenses. "NAV per Share" is calculated by dividing NAV by the number of Shares currently outstanding. NAV and NAV per Share are not measures calculated in accordance with GAAP.

is not intended to be a substitute for the Trust's Principal Market NAV calculated in accordance with GAAP, and NAV per Share is not intended to be a substitute for the Trust's Principal Market NAV per Share calculated in accordance with GAAP.

Sponsor, in its sole discretion, may cause the Trust to price its portfolio based upon an index, benchmark or standard other than the Pricing Benchmark at any time, with prior notice to the Shareholders, if investment conditions change or the Sponsor believes that another index, benchmark or standard better aligns with the Trust's investment objectives and strategy. The Sponsor may make this decision for a number of reasons, including, but not limited to, a determination that the Pricing Benchmark price of INJ differs materially from the global market price of INJ and/or that third parties are able to purchase and sell INJ on public or private markets not included among the Constituent Platforms, and such transactions may take place at prices materially higher or lower than the Pricing Benchmark price. The Sponsor, however, is under no obligation whatsoever to make such changes in any circumstance. In the event that the Sponsor intends to establish the Trust's NAV by reference to an index, benchmark or standard other than the Pricing Benchmark, it will provide Shareholders with notice in a prospectus supplement and/or through a current report on Form 8-K or in the Trust's annual or quarterly reports.

Benchmark Methodology

Pricing Benchmark is calculated based on the "Relevant Transactions" (as defined below) of all of its constituent INJ trading venues (the "Constituent Platforms") as follows:

Relevant Transactions are added to a joint list, recording the time of execution, trade price and size for each transaction.

list is partitioned by timestamp into twelve (12) equally sized time intervals of five (5) minutes in length.

each partition separately, the volume-weighted median trade price is calculated from the trade prices and sizes of all Relevant Transactions, i.e., across all Constituent Platforms. A volume-weighted median differs from a standard median in that a weighting factor, in this case trade size, is factored into the calculation.

Pricing Benchmark is then determined by the equally weighted average of the volume medians of all partitions.

of ________, 20__, the Constituent Platforms included in the Pricing Benchmark are ____, ____ and ____.

Subsidiaries operating internationally are further regulated as e-money providers (Republic of Ireland, Central Bank of Ireland) and Major Payment Institutions (Singapore, Monetary Authority of Singapore).

A U.S.-based exchange that is licensed as a virtual currency business under the NYDFS BitLicense. It is also registered with FinCEN as an MSB and is licensed as a money transmitter in various U.S. states. It is also registered with the FCA as a Crypto Asset Business.

A U.S.-based exchange that is registered as an MSB with FinCEN in various U.S. states, ____ is registered with the FCA as a Crypto Asset Business and is authorized by the Central Bank of Ireland as a Virtual Asset Service Provider. ____ also holds a variety of other licenses and regulatory approvals, including from the Canadian Securities Administrators.

may be changes to Constituent Platforms comprising the Pricing Benchmark. Once it has actual knowledge of changes to the Constituent Platforms used to calculate the Pricing Benchmark, or other material changes to the Pricing Benchmark calculation methodology, the Trust will notify Shareholders in a prospectus supplement and a current report on Form 8-K or in its annual or quarterly reports.

Benchmark data and the description of the Pricing Benchmark are based on information made publicly available by the Benchmark Provider on its website at ________. None of the information on the Benchmark Provider's website is incorporated by reference into this Prospectus.

Constituent Platforms that contribute transaction data to the Pricing Benchmark with the aggregate volumes traded on their respective INJ-USD markets over the preceding four calendar quarters are listed in the table below:

Constituent Platforms that contribute transaction data to the Pricing Benchmark with the aggregate volumes traded on their respective INJ-USD markets over the preceding four calendar quarters are listed in the table below:

Trading Volume of INJ-USD Markets of

Pricing Benchmark Constituent Platforms

market share for INJ-USD trading of the Constituent Platforms over the past four calendar quarters is shown in the table below:

Trading Platform Market Share of INJ-USD Trading

In consideration Trust's investment objective is to seek to provide exposure to the price of INJ held by the Trust, less the expenses of the Trust's operations and other liabilities. A secondary investment objective is for any the Trust to earn additional INJ through its participation in the Staking activity Program administered by the Sponsor, in which staking rewards will be earned through the validation of transactions on the Injective Network. Under normal circumstances, the Sponsor will seek to stake all of the Trust's INJ through one or more Staking Providers except for INJ reserved by the Sponsor in its sole discretion to facilitate foreseeable redemption transactions, pay Trust may engage, expenses or otherwise protect the Trust would and its assets. In consideration for the Trust's participation in the Staking Program, the Trust will receive a portion of the staking rewards generated by the Staking Provider, Program which may be treated as income to the Trust. In seeking to achieve its investment objectives, the Trust will hold INJ and will value its net assets and the Shares daily based on the Pricing Benchmark. INJ will be the only digital asset held by the Trust.

Sponsor believes that the Trust will provide a cost-efficient way for investors to implement strategic and tactical asset allocation strategies that use provide exposure to INJ, with staking, by investing in the Shares rather than purchasing, holding, and trading, and staking INJ directly. The latter alternative would require an investor to acquire INJ by selecting a digital asset trading platform and opening an account or arranging a private transaction, and initiating a fiat transaction to initiate or settle such acquisition. An investor would then also be required to custody such INJ by selecting a retail or institutional custodial platform or establishing a personal computer or hardware security module-based system capable of transacting directly on the blockchain, and incurring the risk associated with cybersecurity and maintaining a private key that is irrecoverable if lost, among other difficulties.

An investor would then also be required to custody such INJ by selecting a retail or institutional custodial platform or establish personal computer or hardware security module-based system capable of transacting directly on the blockchain, thereby incurring the risk associated with cybersecurity and maintaining a private key that is irrecoverable if lost, among other difficulties.

An investor would also be subject to the technical or logistical challenges associated with delegating or staking INJ directly to earn staking rewards.

Pricing Benchmark is a U.S. dollar-denominated composite reference rate for the price of INJ. The Pricing Benchmark is designed to (1) mitigate the effects of fraud, manipulation and other anomalous trading activity from impacting the INJ reference rate, (2) provide a volume-weighted fair value of INJ and (3) appropriately handle and adjust for non-market related events.

Benchmark Price is determined by the Benchmark Provider through a process in which trade data is cleansed and compiled in such a manner as to algorithmically reduce the impact of anomalistic or manipulative trading. This is accomplished by adjusting the weight of each data input based on price deviation relative to the observable set, as well as recent and long-term trading volume at each venue relative to the observable set. The Benchmark Price is calculated using non-GAAP methodology and is not used in the Trust's financial statements.

of the Benchmark Price

Benchmark Price is determined by producing a time-weighted average price ("TWAP") of the INJ-USD CCIXber (the "Underlying Index") by using the closing minute values between 3:00 p.m. ET and 4:00 p.m. ET. The Underlying Index applies an algorithm to the price of INJ on the Constituent Platforms calculated on a per second basis over a 24-hour period.

Underlying Index is designed to represent the fair market price of INJ in US dollars by aggregating real trading data from multiple cryptocurrency exchanges. The calculation is based on a 24-hour volume-weighted average price, with additional adjustments to ensure accuracy, reliability, and resistance to manipulation.

determine the rate, the Underlying Index collects every individual INJ-USD and INJ-USDC trade from the Constituent Platforms.

Each trade record includes the price at which INJ was traded for USD, the amount (volume) of INJ traded, the exact time the trade occurred, and the Constituent Platform where the trade took place.

system gathers trade data in real time, updating the Underlying Index every time a new INJ-USD and INJ-USDC trade is reported by any of the Constituent Platform. For each exchange, the system looks at all INJ-USD and INJ-USDC trades that occurred in the past 24 hours. Each trade's price is multiplied by the amount of INJ traded, giving more influence to larger trades. The sum of all these "price x volume" values is divided by the total volume traded in the 24-hour period, producing a volume-weighted average price for each Constituent Platform.

the volume-weighted average prices are calculated for all Constituent Platforms, the Underlying Index combines them, with each Constituent Platform's contribution to the final rate weighted according to its trading volume. This means that Constituent Platform with more trading activity have a greater influence on the final rate. If a Constituent Platform has not reported a recent trade, its influence on the Underlying Index is reduced over time, ensuring the Underlying Index reflects the most current market conditions. The methodology also includes an outlier detection step; if a Constituent Platform's price is significantly different from the others, its influence is reduced or removed to prevent distortion of the index.

of Constituent Platforms

determine which Constituent Platforms are included in the Underlying Index, a structured and multi-step methodology is followed to ensure that only the most reliable and representative trading venues are selected. The process begins by establishing a broad universe of potential platforms, which includes all cryptocurrency exchanges that meet the baseline eligibility criteria set out in the CoinDesk Digital Asset Policy Methodology. These criteria require that an exchange must be classified as either Category 1 or Category 2, with Category 1 generally referring to U.S.-licensed exchanges and Category 2 to non-U.S. licensed exchanges that still meet certain standards. There must be at least two Category 1 exchanges included, ensuring a foundation of regulated and reputable platforms.

this initial universe, further quantitative filters are applied. Each exchange's trading volume for the relevant currency pair over the prior three months is measured as a percentage of the total trading volume across all eligible exchanges. For exchanges already contributing to the Underlying Index, a minimum of 2% of total volume is required, while new or non-contributing exchanges must meet a 3% threshold. Additionally, only exchanges that support direct USD-denominated trading for the asset in question are considered. Any exchange that has been specifically excluded under the policy methodology is automatically ineligible.

the eligible universe is established, exchanges are ranked by their three-month trading volume. The two highest-ranked Category 1 exchanges are selected first. If there are not enough Category 1 exchanges meeting the volume requirement, the threshold is relaxed until two are included. The remaining Constituent Platforms are then chosen based on overall trading volume, up to a maximum of eight platforms in total. If, after this process, there are fewer than three eligible exchanges, the volume requirements are further relaxed to ensure a minimum of three Constituent Platforms are included. In rare cases where even these relaxed standards cannot be met, the Index Committee will determine the appropriate course of action, which may include further adjustments or, if necessary, the removal of the index.

methodology ensures that the Underlying Index is constructed from a universe of exchanges that are not only active and liquid, but also meet high standards for regulatory compliance and operational integrity. The process is reviewed and updated quarterly, with ongoing monitoring to address any anomalies or disruptions, thereby maintaining the accuracy and reliability of the index over time.

of ________, 2025, the digital asset trading platforms included in the Underlying Index were Coinbase, Crypto.com, and Kraken.

As further described below, the Sponsor and the Trust reasonably believe each of these digital asset trading platforms are in material compliance with applicable licensing requirements based on the trading platform category and jurisdiction, as detailed below, and maintain practices and policies designed to comply with AML and KYC regulations Coinbase :

A U.S.-based exchange trading platform registered as an MSB with FinCEN and licensed as a virtual currency business under the NYDFS BitLicense, as well as a money transmitter in various U.S. states.

A Singapore-based trading platform that has entities registered as MSBs with FinCEN, and that is licensed as a money transmitter in various U.S. states and chartered as a non-depository trust company by the New Hampshire Banking Department. Crypto.com does not hold a BitLicense.

A U.S.-based trading platform that has entities registered as MSBs with FinCEN, and that is licensed as a money transmitter in various U.S. states and chartered as a Special Purpose Depository Institution by the Wyoming Division of Banking. Kraken does not hold a BitLicense.

below table reflects the INJ trading volume in U.S. dollars and market share of the INJ-U.S. dollar trading pairs of each of the Constituent Platforms included in the Underlying Index as of ________, 2025:

Asset Trading Platforms included

in the Underlying Index as of ________, 2026

INJ-U.S. Dollar trading pair

share is calculated using trading volume (in INJ) provided by the Benchmark Provider.

domicile, regulation and legal compliance of the digital asset trading platforms included in the Underlying Index varies. Information regarding each digital asset trading platform may be found, where available, on the websites for such digital asset trading platforms, among other places.

the Pricing Benchmark and the Underlying Index are designed to accurately capture the market price of INJ, third parties may be able to purchase and sell INJ on public or private markets not included among the Constituent Platforms, and such transactions may take place at prices materially higher or lower than the Benchmark Price. Moreover, there may be variances in the prices of INJ on the various digital asset trading platforms, including as a result of differences in fee structures or administrative procedures on different digital asset trading platforms. To the extent such prices differ materially from the Benchmark Price, investors may lose confidence in the Shares' ability to track the market price of INJ.

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and 62 more changes in the filing

Plan of distribution 11 changes

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offering of the Trust's Shares is a best efforts offering. In addition to, and independent of the initial purchase of the Seed Baskets (described above), the Trust continuously offers Baskets consisting of ________ 10,000 Shares to Authorized Participants.

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of ________, ________ and ________ have each executed an Authorized Participant Agreement.

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Any slippage incurred (including, but not limited to, any trading fees, spreads, or commissions), on a cash equivalent basis, will be the responsibility of the Authorized Participant and not of the Trust or Sponsor. To the extent the execution price of the INJ acquired by the trading counterparty exceeds the cash deposit amount, such cash difference will be the responsibility of the Authorized Participant and not the Trust or Sponsor. The Transfer Agent will then direct DTC to credit the number of Shares created to the Authorized Participant's DTC account.

an In-Kind Creation Order from an Authorized Participant, the Trust's account at the Custodian must be credited with the required INJ by 11:00 a.m. ET EST on the following business day or such other time designated by the Sponsor. The Authorized Participant or its Authorized Participant Designee will normally send the required INJ in an "on chain" transaction over the Injective Network. Such on chain transactions are subject to the risks associated with Injective Network transactions, including the irreversibility of transactions made in error or unavoidable delays due to Injective Network congestion. Upon receipt of the Basket INJ Deposit amount in the Trust's account at the Custodian, the Administrator will notify the Transfer Agent. The Transfer Agent will then direct DTC to credit the number of Shares created to the Authorized Participant's DTC account.

an Authorized Participant's Cash Creation Order, the Trust's account at the Cash Custodian must be credited with the Basket Cash Deposit amount by 11:00 a.m. ET EST on the following business day or such other time designated by the Sponsor. Upon receipt of the Basket Cash Deposit amount in the Trust's account at the Cash Custodian, the Transfer Agent will notify the Distributor, the Authorized Participant, and the Sponsor that the Basket Cash Amount has been deposited. The Sponsor, on behalf of the Trust, will instruct a INJ trading counterparty to purchase the amount of INJ equivalent in value to the cash deposit amount associated with the creation order, with such purchase transaction prearranged to be executed, in the Sponsor's reasonable efforts, at the Pricing Benchmark price used by the Trust to calculate NAV, taking into account any spread, commissions, or other trading costs on the applicable Purchase Order Date. The resulting INJ will be deposited in the Trust's account with the Custodian. Any slippage incurred (including, but not limited to, any trading fees, spreads, or commissions), on a cash equivalent basis, will be the responsibility of the Authorized Participant and not of the Trust or Sponsor. To the extent the execution price of the INJ acquired by the trading counterparty exceeds the cash deposit amount, such cash difference will be the responsibility of the Authorized Participant and not the Trust or Sponsor. The Transfer Agent will then direct DTC to credit the number of Shares created to the Authorized Participant's DTC account.

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amount of the Basket Deposit changes from day to day. On each day that the Exchange is open for regular trading, the Administrator adjusts the quantity of cash constituting the Basket Deposit as appropriate to reflect the value of the Trust's INJ and cash less accrued expenses. The computation is made by the Administrator as promptly as practicable after 4:00 p.m. EST ET or at an earlier time set forth in the Authorized Participant Agreement or otherwise provided to all Authorized Participants on the date such order is placed in order for the creation of Baskets to be effected based on the NAV of Shares as next determined on such date after receipt of the order in proper form.

Basket INJ Deposit for a given day is determined by dividing the number of INJ held by the Trust as of the opening of business on that business day, adjusted for the amount of INJ constituting accrued expenses and other liabilities of the Trust as of the opening of business on that business day, by the number of Shares outstanding at the opening of business and multiplying such amount by the number of Shares constituting a Basket. Fractions of INJ smaller than .00000001 .000001 are disregarded for purposes of the computation of the Basket INJ Deposit.

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The Sponsor expects that its INJ trading counterparties will be able to provide pricing based on the Pricing Benchmark price at 4:00 p.m. EST, ET, which would minimize or eliminate any such shortfall. However, there can be no guarantee that the price at which the Trust executes INJ trades will be the Pricing Benchmark price at 4:00 p.m. EST, ET, and Authorized Participants bear the risk of any such differences in price.

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Authorized Participant who places a purchase order must follow the procedures outlined in the "Creation Procedures" section of this Prospectus. Upon receipt of the deposit amount by the Custodian or Cash Custodian, as applicable, the Transfer Agent will direct DTC to credit the number of Shares ordered to the Authorized Participant's DTC account on the following business day or such later time as may be agreed upon by the Authorized Participant and the Sponsor, following the Purchase Order Date. The Sponsor has the authority to set or modify the cut-off time for purchase orders in order for the creation of Baskets to be effected based on the Pricing Benchmark price at 4:00 p.m. ET EST as next determined on such date after receipt of the order in proper form. For example, the Sponsor may modify the cut-off time in the event of an early market close, perceived capacity constraints from the Trust's INJ trading counterparties, or highly volatile markets. Cut-off times are communicated periodically to Authorized Participants. In circumstances where purchase orders are due before 4:00 p.m. EST, ET, Authorized Participants will not know the total Basket Deposit at the time they submit a purchase order for the Basket. The Trust's NAV and the price of a Basket Deposit could rise or fall substantially between the time a purchase order is submitted and the time the amount of the purchase price in respect thereof is determined, and the risk of such price movements will be borne solely by the Authorized of Purchase Orders The Sponsor or its designee has the absolute right, but does not have any obligation, to reject any purchase order or Basket Deposit for any reason, including if the Sponsor determines that: Participant.

Sponsor or its designee has the absolute right, but does not have any obligation, to reject any purchase order or Basket Deposit for any reason, including if the Sponsor determines that:

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of the time involved in deactivating INJ from the Trust's staking program with the Custodian and the Staking Provider, all Redemption Orders will generally be settled on the second first business day following a Redemption Order date. Authorized Participants will bear the risk of price movement of INJ during the period between when the Redemption Order is placed and when the transaction is settled.

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Management 70 changes

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The Chief Executive Officer and Portfolio Manager President of the Sponsor are as follows:

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Olszewicz - Portfolio Manager

Olszewicz is a cryptocurrency analyst and trader with over a decade of experience trading crypto markets. Previously, Mr. Olszewicz was Head of Research and Portfolio Manager at Valkyrie, a specialized alternative asset management firm. Mr. Olszewicz also served as a trader at Techemy Capital, a boutique digital asset investment management company and as a head writing contributor at Brave New Coin, focusing on cryptocurrency and asset fundamental and technical analysis. Mr. Olszewicz holds a Master of Science from Johns Hopkins University, where he has served as an adjunct professor.

Farragher - Head of Product

Farragher's background in Financial Services spans over thirty-five years and his experience extends to Financial Product Management, Operations, Compliance, and I.T. Product Management. His prior experience includes Van Eck Securities, The Chase Manhattan Bank, Rydex Investments, Guggenheim Investments and Valkyrie Investments and has served in senior consulting roles at FINRA and the Investment Company Institute. His expertise extends to all asset classes and security types and he was part of the Executive Team that facilitated the sale of Rydex Investments to Security Benefit Corp. He holds degrees from Colgate University and Fordham University and presently resides in Gaithersburg, Maryland.

McClurg has considerable finance and fintech experience. Most recently, Mr. McClurg served as the Chief Investment Officer of Valkyrie Investments. Mr. McClurg also founded Theseus Capital, a Blockchain-powered asset management platform, followed by joining Blockchain-focused merchant bank, Galaxy Digital, where he continued as Managing Director, building their asset management and public funds businesses. Most relevant, Mr. McClurg was a Managing Director at Guggenheim Partners, where he was a portfolio manager and responsible for portfolio construction and strategy for fixed income and private equity. He also has experience in leadership roles in technology companies such as Electronic Arts. Mr. McClurg holds a Master of Science and an MBA from Pepperdine University, where he has served as an adjunct professor. Mr. McClurg is the Principal Executive Officer of the Trust.

Hill is an experienced attorney specializing in blockchain, token and cryptocurrency law, with a focus on securities law and regulatory compliance for public and private funds. Previously, Mr. Hill served as General Counsel and Chief Compliance Officer at Valkyrie Investments, where he led the legal and compliance teams and played a key role in launching digital asset themed ETFs, including the spot Bitcoin ETF "BRRR" and the bitcoin miners ETF "WGMI." Prior to his tenure at Valkyrie Investments, Mr. Hill was a key member of the nationally recognized Blockchain Practice at Frost Brown Todd LLC, advising clients on mergers and acquisitions, private fund formation, start-up fundraising and securities law compliance for token and cryptocurrency issuers.

Mr. Hill currently serves as President and Chief Legal Officer of Canary Capital Group. Mr. Hill holds a Bachelor of Arts in Finance and Spanish from the Clark Honors College at the University of Oregon and a Juris Doctor from Northwestern University Pritzker School of Law.

Frohlich - Principal Financial Officer and Principal Accounting Officer Starr Frohlich has extensive experience in finance and investment management. Ms. Frohlich currently serves as a Director on the Principal Financial Officer Services team at PINE Advisor Solutions, where she acts as Principal Financial Officer and Treasurer for registered fund products, overseeing financial, accounting and regulatory reporting functions. Previously, Ms. Frohlich was Vice President at JPMorgan Chase & Co., where she supervised financial reporting and regulatory filings for a wide range of registered investment companies. Earlier in her career, she was Vice President and Treasurer of AssetMark, Inc.'s proprietary registered funds, and she also held a senior fund administration and financial reporting position at U.S. Bank Global Fund Services. Ms. Frohlich serves as the Principal Financial Officer and the Principal Accounting Officer of the Trust. Ms. Frohlich holds a Bachelor of Science in Accounting from the University of Minnesota and is a Certified Public Accountant.

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Trust agrees to indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with any action or omission by the Administrator in the performance of its duties under the Administration Agreement, or as a result of the Administrator acting upon any instructions reasonably believed by it to have been communicated to it or upon reasonable reliance on information or records given or made by the Trust. However, the Trust will not indemnify the Administrator from losses, damages and expenses occasioned by or resulting from the negligence, misfeasance or willful misconduct of the Administrator, its officers, employees or agents as the case may be.

to the Trust's unitary fee structure, the Administrator's fee is paid by the Sponsor in accordance with the Administration Agreement.

Administration Agreement is governed by the laws of the ________.

of the Administration Agreement

Administration Agreement shall continue in full force and effect until the first to occur of: (i) termination for convenience by the Administrator by an instrument in writing delivered or mailed to the Trust, such termination to take effect not sooner than ninety (90) days after the date of such delivery; (ii) termination for convenience by the Trust by an instrument in writing delivered or mailed to the Administrator, such termination to take effect not sooner than thirty (30) days after the date of such delivery; (iii) termination by the Administrator, by an instrument in writing delivered or mailed to the Trust if the Administrator reasonably determines that servicing the Trust raises regulatory or reputational concerns, with such termination to take effect not sooner than sixty (60) days after the date of such delivery; or (iv) termination by the either party by written notice delivered to the other party, based upon: (a) the terminating party's determination that there is a reasonable basis to conclude that the other party is insolvent or that the financial condition of the other party is deteriorating in any material respect, in which case termination shall take effect upon the other party's receipt of such notice or at such later time as the terminating party shall designate; (b) the other party committing a material breach of the Administration Agreement, and failing to remedy such material breach within ninety (90) days of being given written notice of the material breach, unless the parties agree to extend the period to remedy the breach; or (c) the relevant state or federal authority withdrawing its authorization of the either party.

INJ Custody Agreement establishes the rights and responsibilities of the Custodian, Sponsor and the Trust with respect to the INJ in the INJ Account, which is established and maintained by the Custodian. See "Custody of the Trust's Assets" for a description of the INJ Custody Agreement.

and Limitations on Liability

its capacity as Marketing Agent, ________ is indemnified and held harmless against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the Trust's offering documents included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, or any other statute or the common law. However, the Trust will not indemnify the Marketing Agent or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Marketing Agent.

In no case (i) is the indemnity of the Trust in favor of the Marketing Agent or any person indemnified to be deemed to protect the Marketing Agent or any person against any liability to the Trust or its security holders to which the Marketing Agent or such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under the Distribution Agreement, or (ii) is the Trust to be liable under its indemnity agreement with respect to any claim made against the Marketing Agent or any person indemnified unless the Marketing Agent or person, as the case may be, shall have notified the Trust in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Marketing Agent or any such person (or after the Marketing Agent or such person shall have received notice of service on any designated agent).

Distribution Agreement may be terminated by either party at the end of the initial term or the end of any renewal term on sixty (60) days' prior written notice.

Distribution Agreement is governed by the laws of the ________.

to the Trust's unitary fee structure, the Administrator's fee is paid by the Sponsor in accordance with the Administration of the Administration Agreement The Administration Agreement shall continue for an initial term of three (3) years. Following the initial term, the Administration Agreement shall automatically renew for successive one (1) year periods unless either party provides at least ninety (90) days' prior notice to the end of the current term that is will not be renewing the agreement. The Administration Agreement may also be terminated by either party at any time upon ninety (90) days' prior written notice to the other party, subject in the case of termination by the Trust to early termination fees (which will be assumed by the Sponsor).

Custodian is authorized to safeguard the Trust's INJ holdings. The Custodian maintains one or more custody accounts on its books, pursuant to the terms of the Custodial Services Agreement, for the receipt, safekeeping, and maintenance of INJ.

Custodian and its affiliates, including their officers, directors, agents, and employees, are not liable for any lost profits, special, incidental, indirect, intangible, or consequential damages resulting from authorized or unauthorized use of the Trust or Sponsor's site or services. This includes damages arising from any contract, tort, negligence, strict liability, or other legal grounds, even if the Custodian was previously advised of, knew, or should have known about the possibility of such damages.

However, this exclusion of liability does not extend to cases of the Custodian's fraud, willful misconduct, or gross negligence.

In situations of gross negligence, the Custodian's liability is specifically limited to the value of the digital assets or fiat currency that were affected by the negligence. Additionally, the total liability of the Custodian for direct damages is capped at the fees paid or payable to them under the relevant agreement during the three-month period immediately preceding the first incident that caused the liability.

Custodian cold wallets are supported by a $250 million insurance policy issued by Lloyd's of London. The specifics of the policy include Cyber Insurance, E&O, and general specie. Any copying and theft of private keys, insider theft or dishonest acts by the Custodian's employees or executives, and loss of keys directly related to the Custodian's custody of keys would be covered by this amount at minimum. This insurance policy is shared among all of the Custodian's clients and is not specific to the Trust or to customers holding INJ and may not be available or sufficient to protect the Trust from all possible losses or sources of losses.

Custodial Services Agreement commenced on the effective date, as detailed in the agreement, and will continue for one (1) year, unless earlier terminated in accordance with the terms of the Custodial Services Agreement. After the initial term, the Custodial Services Agreement will automatically renew for successive renewal terms, as established on the agreement, unless either party notifies the other of its intention not to renew with prior notice. The Custodian may terminate the Custodial Services Agreement for any reason upon providing at least thirty (30) days' written notice to the Trust and to the Sponsor, or immediately if the Custodian perceives a risk of legal or regulatory non-compliance associated with the Trust's custodial account activity, among others. The Sponsor may terminate the Custodial Services Agreement at any time upon providing at least thirty (30) days' written notice to the Custodian, paying outstanding amounts and an early termination fee.

to a distribution marketing agent agreement (the "Distribution "Marketing Agent Agreement") between the Trust and ________, ________ the Paralel Distributors LLC (the "Marketing Agent"), the Marketing Agent assists the Sponsor and the Administrator with certain functions and duties relating to distribution and the marketing of Shares including reviewing and approving marketing materials.

to the Marketing Agent Agreement, the Marketing Agent will not be liable for, and the Trust shall indemnify, defend and hold the Marketing Agent, its affiliates and each of their respective members, managers, directors, officers, employees, representatives and any person who controls or previously controlled the Marketing Agent within the meaning of Section 15 of the Securities Act (collectively, the "Marketing Agent Indemnitees"), free and harmless from and against, any and all losses, claims, demands, liabilities, damages and expenses (including the costs of investigating or defending any alleged losses, claims, demands, liabilities, damages or expenses and any reasonable counsel fees incurred in connection therewith) that any Marketing Agent Indemnitee may incur arising out of or relating to (i) the Marketing Agent's provision of services under the Marketing Agent Agreement;

(ii) the Trust's breach of any of its obligations, representations, warranties or covenants contained in the Marketing Agent Agreement; (iii) the Sponsor's or the Trust's failure to comply in all material respects with any applicable laws, rules or regulations; (iv) any claim that the prospectus, registration statement, marketing literature and advertising materials or other information filed or made public by the Trust (as from time to time amended) includes or included an untrue statement of a material fact or omits or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided, however, that the Trust's obligation to indemnify any of the Marketing Agent Indemnitees shall not be deemed to cover any such losses, as determined by a court of competent jurisdiction in a final decision on the merits, arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the prospectus or any such advertising materials or marketing literature or other information filed or made public by the Trust in reliance upon and in conformity with information provided by the Marketing Agent to the Trust, in writing, for use in such prospectus or any such advertising materials or marketing literature. In no event shall anything contained herein be so construed as to protect the Marketing Agent against any liability to the Trust for which the Marketing Agent would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties under the Marketing Agent Agreement.

sooner terminated as provided herein, the Marketing Agent Agreement shall continue in effect for three years from its effective date. Thereafter, if not terminated, the Marketing Agent Agreement shall continue automatically in effect for successive one-year periods. Notwithstanding the foregoing, the Marketing Agent Agreement may be terminated by any party at any time upon written notice to the other parties if (a) any other party becomes insolvent or bankrupt or files a voluntary petition, or is subject to an involuntary petition, in bankruptcy or attempts to or makes an assignment for the benefit of its creditors or consents to the appointment of a trustee or receiver or (b) any other party willfully and materially breaches its obligations under the Marketing Agent Agreement and such breach has not been cured to the reasonable satisfaction of the non-breaching party prior to the expiration of sixty (60) days after written notice by the non-breaching party to the breach party of such breach.

Agency and Services Agreement

Bancorp Fund Services, LLC serves as the Transfer Agent. The Transfer Agent, among other things, provides transfer agent services with respect to the creation and redemption of Baskets by Authorized Participants, the issuance and redemption of Shares, the payment, if any, of distributions with respect to the Shares, the recording of the issuance of the Shares and the maintaining of certain records therewith.

1 unchanged paragraph

Transfer Agency and Services Agreement will continue in effect for an initial period of three (3) years from its effective date and automatically renew for successive one (1) year terms unless terminated. Either the Trust or the Transfer Agent may terminate the Transfer Agency and Service Agreement for cause for the reasons set forth in the Transfer Agency and Service Agreement, such as either party's bankruptcy or committing a material breach of the Transfer Agency and Service Agreement. The Trust may terminate the Transfer Agency and Service Agreement prior to the expiration of the initial term upon ninety (90) days' prior written notice. in the event that the Sponsor determines to liquidate the Trust and terminate its registration with the SEC.

1 unchanged paragraph

Transfer Agent will not be liable for the disposition of EUAs or moneys, or for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties under the Transfer Agency and Service Agreement in the absence of negligence, willful misconduct or bad faith on its part. In no event will the Transfer Agent be liable for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document (i) from the Sponsor, the Trustee, the Administrator or the Cash Custodian or any entity acting on behalf of any of them which the Transfer Agent believes is given as authorized by the Trust Agreement, the Administration Agreement or the Cash Custody Agreement, respectively;

or (ii) from or on behalf of any Authorized Participant which the Transfer Agent believes is given pursuant to or is authorized by an Authorized Participant Agreement (provided that the Transfer Agent has complied with the verification procedures specified in the Authorized Participant Agreement). In no event will the Transfer Agent be liable for acting or omitting to act in reliance upon the advice of or information from legal counsel, accountants or any other person believed by it in good faith to be competent to give such advice or information. In addition, the Transfer Agent will not be liable for any delay in performance or for the non-performance of any of its obligations under the Transfer Agency and Service Agreement by reason of causes beyond its reasonable control, including acts of God, war or terrorism. The Transfer Agent will not be liable for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, or for an amount in excess of the value of the Trust's assets.

Transfer Agent, its directors, employees and agents shall be indemnified by the Trust and held harmless against any loss, liability or expense (including, but not limited to, the reasonable fees and expenses of counsel) arising out of or in connection with the performance of its obligations under the Transfer Agency and Service Agreement and under each other agreement entered into by the Transfer Agent in furtherance of the administration of the Trust (including, without limiting the scope of the foregoing, any Authorized Participant Agreement) or for any other loss incurred without negligence, willful misconduct or bad faith in connection with the performance of its obligations under or any actions taken in accordance with the provisions of the Transfer Agency and Service Agreement or any such other agreement. Such indemnity shall include payment from the Trust of the costs and expenses incurred by such indemnified party in defending itself against any claim or liability in its capacity as Transfer Agent.

Transfer Agency and Services Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of ________.

Cash Custodian shall not be liable if the Cash Custodian (or any sub-custodian) is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which the Cash Custody Agreement provides shall be performed or omitted to be performed, by reason of: (i) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or of any foreign country, or political subdivision thereof or of any court of competent jurisdiction; or (ii) any act of God or war or other similar circumstance beyond the control of the Cash Custodian, unless, in each case, such delay or nonperformance is caused by the breach by the Cash Custodian of its standard care or a malfunction or failure of equipment operated or utilized by the Cash Custodian other than a malfunction or failure beyond the Cash Custodian's control and which could not reasonably be anticipated and/or prevented.

the Cash Custody Agreement, the Trust agrees to indemnify and hold harmless the Cash Custodian and its nominees from all loss, damage and expense (including reasonable attorneys' fees) suffered or incurred by the Cash Custodian or its nominee caused by or arising from actions taken by the Cash Custodian on behalf of the Trust in the performance of its duties and obligations under the Cash Custody Agreement; provided however, that such indemnity shall not apply to loss, damage and expense occasioned by or resulting from the Cash Custodian's breach of its standard of care.

to the Trust's unitary fee structure, the Cash Custodian's fees are paid by the Sponsor in accordance with the Cash Custody Agreement.

Cash Custody Agreement is governed by the laws of the State of ________.

of the Cash Custody Agreement

respect to the Trust, the Cash Custody Agreement shall continue in full force and effect until the first to occur of: (a) termination by the Cash Custodian by an instrument in writing delivered or mailed to the Trust, such termination to take effect not sooner than ninety (90) days after the date of such delivery; (b) termination by the Trust by an instrument in writing delivered or mailed to the Cash Custodian, such termination to take effect not sooner than thirty (30) days after the date of such delivery; or (c) termination by the Trust by written notice delivered to the Cash Custodian, based upon the Trust's determination that there is a reasonable basis to conclude that the Cash Custodian is insolvent or that the financial condition of the Cash Custodian is deteriorating in any material respect, in which case termination shall take effect upon the Cash Custodian's receipt of such notice or at such later time as the Trust shall designate.

Transfer Agent is obligated to exercise reasonable care. Its liability is limited to direct damages arising from its refusal or failure to comply with the terms of the agreement or from its bad faith, gross negligence or willful misconduct in the performance of its duties. The Trust is obligated to indemnify the Trust against claims not arising from its refusal or failure to comply with the terms of the agreement or from its bad faith, negligence, or willful misconduct.

the Cash Custody Agreement, the Cash Custodian will keep safely all cash and other non-INJ assets of the Trust delivered to the Cash Custodian and, on behalf of the Trust, the Cash Custodian shall, from time to time, accept delivery of cash and other non-INJ assets for safekeeping. Amounts received in connection with the sale of INJ shall be deposited into the Cash Account.] of Care; Limitations of Liability of the Cash Custodian shall exercise reasonable care, prudence and diligence and shall be liable under the Agreement is generally limited to direct damages caused by its failure to perform its obligations in accordance with the agreed standard of care. The Trust for all loss, damage is obligated to indemnify the Cash Custodian against losses, expenses, damages, and expense suffered or liabilities incurred by the Trust resulting from in the failure performance of its duties under the Agreement, except where such issues arise from the Cash Custodian Custodian's failure to exercise such reasonable meet the agreed standard of care. prudence and diligence.

Cash Custodian is responsible for any actions or omissions of sub-custodians (if any) to the same extent as if those actions or omissions were performed by the Custodian itself. The Trust retains the discretion to appoint additional custodians as necessary to manage its assets, subject to the terms of separate agreements. The Sponsor has the authority to add or terminate Custodians as deemed appropriate.

to the Trust's unitary fee structure, the Cash Custodian's fees are paid by the Sponsor in accordance with the Cash of the Cash Custody Agreement respect to the Trust, the Cash Custody Agreement shall continue in full force and effect for an initial term of three (3) years and automatically renew for successive one (1) year terms unless terminated. The Cash Custody Agreement may be terminated by either party upon giving ninety (90) days' prior written notice to the other party. The Custodian may terminate the Cash Custody Agreement immediately for the causes specified in the Cash Custody Agreement.

Index License Agreement grants the Trust a limited, non-exclusive, non-transferable license to access and use specified CoinDesk indices and related data for internal business purposes and as benchmarks for certain ETFs, subject to detailed usage restrictions and attribution requirements. The Benchmark Provider is obligated to provide the agreed index data and services, including delivery via API and flat file, and to notify the Sponsor of material methodology changes. The Index License Agreement continues until no Service Schedules remain in effect, with each Service Schedule having an initial two-year term and automatic one-year renewals unless either party provides at least ninety days' notice of non-renewal. Either party may terminate for material breach (with a 30-day cure period if curable), and upon termination, the Sponsor must cease use and expunge all Benchmark Provider data except as required for legal compliance. The Agreement also includes confidentiality, intellectual property, indemnification, and liability limitation provisions.

5 unchanged paragraphs

estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust.

3 unchanged paragraphs

income tax purposes, a "trust" is an arrangement by which title to property is held by a person or persons, with a fiduciary responsibility to conserve or protect the property for the benefit of another person or persons.

grantor trust is defined under subpart E of Subchapter J of the Code. Under these provisions, a grantor who has retained certain powers which may be exercised without the approval or consent of an adverse party is treated as the owner of the trust and is taxed individually. This retention of control may be manifested by either the grantor's or a nonadverse party's ability to control the beneficial enjoyment of the corpus or the income therefrom, to revoke the trust or a portion thereof, or to receive income from the trust, actually or constructively.

671 provides that where the grantor or another person is treated as the owner of any portion of a trust, there will be included in computing taxable income and credits of the grantor or other person, those items of income, deduction and credits against tax of the trust attributable to that portion of the trust to the extent that such items would be taken into account in computing the taxable income or credit against the tax of an individual. Treas. Reg. 1.671-2(e)(3) provides that a "grantor" includes a purchaser of an interest in an investment trust described in Treas. Reg. 301.7701-4(c). Thus, investment trusts formed as grantor trusts are treated as grantor trusts in respect of the purchasers of interests in the trust.

an entity as a trust may not prevent the entity from being classified as a business entity. In general, if the organizational documents of a trust authorize the trust to conduct business or the trust does, in fact, conduct business, an entity formed as a trust may be viewed as a business entity. If a business trust indeed exists, it is not classified as a trust for tax purposes.

If it has one beneficiary, it will be treated as a disregarded entity. If it has two or more beneficiaries, it will be classified as a partnership. It can, alternatively, elect to be taxed as a C corporation.

Reg. 301.7701-4(c)(1) provides that an investment trust will be treated as a business entity if the trustees have a power to vary the investment of the trust certificate holders. For example, in Rev. Rul. 78-371, the IRS ruled that a real estate trust, which was formed to collect and distribute income from the trust property, was a business entity where the trustees had the power to change the property into which the trust assets were invested. In contrast, in Rev. Rul. 79-77, the IRS ruled that a real estate trust, which was similarly formed to act as a signatory to leases and collect and distribute the income from the property, was organized to conserve property (and, thus, treated as a trust) because the trustees lacked the powers given to the trustees in an investment trust with multiple classes of ownership interest will ordinarily be classified as a business entity unless (i) there is no power to vary the investment of the certificate holders and (ii) the trust is formed to facilitate direct investment in the assets of the trust and the existence of multiple classes of ownership interests is incidental to that purpose.

a trustee has additional powers under the trust agreement such as the power to do one or more of the following: (i) dispose of the trust's property and acquire new property; (ii) renegotiate the lease of the trust's property with the original lessee or enter into leases with tenants other than the original lessee; (iii) renegotiate or refinance the obligation used to purchase the trust's property; (iv) invest cash received to profit from market fluctuations; or (v) make more than minor non-structural modifications to the trust's property not required by law, the trust will be a business entity.

IRS may disagree with or seek to challenge the Trust's treatment as a grantor trust.

on the opinion described above, the Sponsor intends to take the position that the Trust is properly treated as a grantor trust for U.S. federal income tax purposes. Assuming that the Trust is a grantor trust, the Trust will not be subject to U.S. federal income tax. Rather, if the Trust is a grantor trust, each beneficial owner of Shares will be treated as directly owning its pro rata share of the Trust's assets and a pro rata portion of the Trust's income, gain, losses and deductions will "flow through" to each beneficial owner of Shares.

order to qualify as a grantor trust, the Trust must not be in a trade or business and no person may have a power to vary the investment of the Shareholders to take advantage of market fluctuations. The IRS has generally classified digital assets as "property", so the mere holding of digital assets would not raise issues in regard to grantor trust classification. However, the trust will expand and contract over time with creations and redemptions by authorized participants. The Trust is relying on informal guidance from the IRS that receipt of contributions in cash do not create a power to vary if they are required to immediately converted into the assets identical to those already held by the Trust. Incidental rights also create a potential issue because the Trust may from time to time be granted property that the Trust did not voluntarily acquire. Again, the trust is relying on informal guidance from the IRS that acquiring different property without choosing to acquire the different property is not itself a power to vary. In addition, staking of digital assets raises both trade or business and power to vary issues. The Trust intends to arrange its affairs to limit staking so that any staking that occurs to non-discretionary and will not vary based on market conditions.

There is currently no guidance from the IRS about the treatment of staking in a grantor trust, so the Trust is relying primarily on guidance promulgated in regard to rental real estate, which allows a grantor trust to rent property, but limits the ability to renegotiate the lease and the activity of the trust in regard to the property. The Trust will not undertake validation activity with regard to any staking.

the Trust is incorrect in its interpretation of authority, the Trust could be classified as a partnership or as an association taxable as a corporation. If the Trust is classified as a partnership, the Trust would not generally be taxable at the Trust level, but would be required to issue Form K-1s to the Shareholders. If the Trust is classified as an association taxable as a corporation, the Trust will be subject to corporate tax at the Trust level, and the Shareholder's return on investment may be reduced.

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Trust expects to sell or use INJ to pay certain expenses of the Trust or to fund cash redemptions if and when applicable. If the Trust sells INJ (for example to generate cash to pay fees or expenses) or is treated as selling INJ (for example by using INJ to pay fees or expenses), a Shareholder will generally recognize gain or loss in an amount equal to the difference between (a) the Shareholder's pro rata share of the amount realized by the Trust upon the sale and (b) the Shareholder's tax basis for its pro rata share of the INJ that was sold. INJd. A Shareholder's tax basis for its share of any INJ sold by the Trust will generally be a pro rata portion of the Shareholder's total tax basis for its share of all of the INJ held in the Trust.

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permitted by the SEC rules and regulations, Authorized Participants may request an in-kind distribution of Trust assets when an Authorized Participant redeems its Shares at any time prior to 30 business days before the Trust's termination date. An Authorized Participant will not recognize gain or loss if the Authorized Participant only receives whole Trust assets in exchange for the identical amount of the Authorized Participant's pro rata portion of the same Trust assets held by the Trust. However, if the Authorized Participant is acting on its own behalf and also receives cash in exchange for a Trust asset or a fractional portion of a Trust asset, the Authorized Participant will generally recognize gain or loss based on the difference between the amount of cash received and the Authorized Participant's tax basis in such Trust asset or fractional portion. any sale or redemption of less than all of a Shareholder's Shares, the Shareholder's tax basis for its pro rata share of the INJ held in the Trust immediately after such sale or redemption generally will be equal to its tax basis in its share of the total amount of the INJ held in the Trust immediately prior to the sale or redemption, less the portion of such basis which is taken into account in determining the amount of gain or loss recognized by the Shareholder upon such sale or cash redemption or, in the case of an in-kind redemption for INJ, that is treated as the basis of the INJ received by the Shareholder in the redemption.

any sale or redemption of less than all of a Shareholder's Shares, the Shareholder's tax basis for its pro rata share of the INJ held in the Trust immediately after such sale or redemption generally will be equal to its tax basis in its share of the total amount of the INJ held in the Trust immediately prior to the sale or redemption, less the portion of such basis which is taken into account in determining the amount of gain or loss recognized by the Shareholder upon such sale or cash redemption or, in the case of an in-kind redemption for INJ, that is treated as the basis of the INJ received by the Shareholder in the redemption.

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about the Trust and the Shares can also be obtained from the Trust's website, which is https://etfs.canary.capital. canaryetfs.com. The Trust's website address is only provided here as a convenience to you and the information contained on or connected to the website is not part of this Prospectus or the registration statement of which this Prospectus is part. The Trust is subject to the informational requirements of the 1934 Act and will file certain reports and other information with the SEC under the 1934 reports and other information are available online at www.sec.gov. Act.

reports and other information are available online at www.sec.gov.

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copy of the Sponsor's current Privacy Policy, which is applicable to the Trust, is available at ________. canaryetfs.com.

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____, 202_, ____ (the "Seed Capital Investor"), an affiliate of the Sponsor, purchased one (1) Share at a per-Share price of $___ (the "Seed Share"). Delivery of the Seed Share was made on ____, 202_. Total proceeds to the Trust from the sale of the Seed Share were $___. On ____, 202_, the Seed Share was redeemed for cash and the Seed Capital Investor purchased ____ Shares at a per-Share price of $____ (the "Seed Baskets"). Total proceeds to the Trust from the sale of the Seed Baskets were $____. On ____, 202_, the Trust purchased ____ INJ with the proceeds of the Seed Baskets.] II- 1 Item 16. Exhibits and Financial Statement Schedules.

On ____, 202_, the Trust purchased ____ INJ with the proceeds of the Seed Baskets.] II- 1 Item 16. Exhibits and Financial Statement Schedules.

Exhibits 15 changes

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10.2*** Distribution

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To be filed by amendment

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for the purpose of determining liability under the Securities Act of 1933 to any purchaser: (i) If the registrant is relying on Rule 430B:

for the purpose of determining liability under the Securities Act of 1933 to any purchaser: (i) If the registrant is relying on (A) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (B) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or (ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.

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preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; 424;

free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

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(6) Insofar as indemnification

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Nashville, Brentwood, and the State of Tennessee, on July December 17, 2025.

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Name: Steven McClurg

Title: Chief Executive Officer

to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

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(Principal Financial Officer)

Financial Officer and Principal Accounting Officer

The Registrant is a trust and the persons are person is signing in their capacities his or her capacity as officers an officer of Canary Capital Group LLC, the Sponsor of the Registrant.