Canary Staked INJ ETF: securities offering (amended)
- Form
- S-1/A
- Filed
- Importance
- Routine
- Accession
- 0001999371-26-021228
Not explained yet; the original is on EDGAR.
Securities offering (amended)
What changed since the last draft
25 changes since the S-1/A filed Jun 25, 2026
Compared with the S-1/A 0001999371-26-013516, filed Jun 25, 2026.
New section: Management
Shareholders of the Trust take no part in the management or control, and have no voice in, the Trust's operations or business.
From the filings
Now
Shareholders of the Trust take no part in the management or control, and have no voice in, the Trust's operations or business.Section removed: Other Expenses
not bear any expenses incurred in connection with the issuance and distribution of the securities being registered.
From the filings
Before
not bear any expenses incurred in connection with the issuance and distribution of the securities being registered. These expenses shall be paid by Canary Capital Group LLC, the sponsor of the Trust. Except for the Securities and Exchange Commission Registration Fee and Exchange Listing Fee, all such expenses are estimated:Section removed: Indemnification
will provide that the Trust shall indemnify, defend and hold harmless the Trustee (including in its individual capacity) and any of the officers, directors, employees and agents of the Trustee (the "Indemnified…
From the filings
Before
will provide that the Trust shall indemnify, defend and hold harmless the Trustee (including in its individual capacity) and any of the officers, directors, employees and agents of the Trustee (the "Indemnified Persons" ) from and against any and all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel and fees and expenses incurred in connection with enforcement of its indemnification rights under the Trust Agreement), taxes and penalties of any kind and nature whatsoever (collectively, "Expenses"), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of the Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated thereby; provided , however , that the Trust shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of an Indemnified Person. If the Trust shall have insufficient assets or improperly refuses to pay an Indemnified Person within sixty (60) days of a request for payment owed hereunder, the Sponsor shall, as secondary obligor, compensate or reimburse the Trustee or indemnify, defend and hold harmless an Indemnified Person as if it were the primary obligor under the Trust Agreement; provided , however , that the Sponsor shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of an Indemnified Person. To the fullest extent permitted by law, Expenses to be incurred by an Indemnified Person shall, from time to time, be advanced by, or on behalf of, the Sponsor prior to the final disposition of any matter upon receipt by the Sponsor of an undertaking by, or on behalf of, such Indemnified Person to repay such amount if it shall be determined…Section removed: Recent Sales of
Unregistered Securities.
From the filings
Before
Unregistered Securities.Section removed: Undertakings
(1) To file, during any period in which offers or sales are
From the filings
Before
(1) To file, during any period in which offers or sales areMay Suffer Losses Due To Staking, Or Staking May Prove Unattractive To Validators, Which Could Make the…
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.
From the filings
Now
May Suffer Losses Due To Staking, Or Staking May Prove Unattractive To Validators, Which Could Make the Injective Network Less Attractive. 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 in accordance with the Slashing Parameters then in effect under the Injective Network's slashing module, which may be changed by on-chain governance. As of September 15, 2026, the Slashing Parameters set the proportion of staked INJ forfeited upon both double-signing and downtime at zero. Injective Network imposes a mandatory unbonding period for staked INJ, during which tokens cannot be transferred or withdrawn for a period of 21 days. This lock-up period may discourage some participants from staking if they require liquidity or short-term capital access.INJ Is Subject To Slashing, Jailing And Tombstoning Under The Injective Network's Slashing Module, And The…
Injective Network is a Cosmos SDK-based proof-of-stake blockchain and implements the Cosmos SDK slashing module.
From the filings
Now
INJ Is Subject To Slashing, Jailing And Tombstoning Under The Injective Network's Slashing Module, And The Applicable Penalties May Be Changed By On-Chain Governance Without The Consent Of The Trust Or The Shareholders. Injective Network is a Cosmos SDK-based proof-of-stake blockchain and implements the Cosmos SDK slashing module. Two categories of validator conduct are penalized. The first is double-signing, which occurs when a validator signs two conflicting blocks at the same height. A validator that double-signs is jailed, is "tombstoned," meaning that it is permanently barred from rejoining the active validator set using the same consensus key, and may have a portion of the INJ staked with it forfeited. The second is downtime, which occurs when a validator fails to sign a required proportion of the blocks within a specified window. A validator that fails this liveness requirement is jailed and may have a portion of the INJ staked with it forfeited. proportion forfeited in each case, the liveness threshold and the period of jailing are determined by the Slashing Parameters, which are set through Injective Network governance. As of September 15, 2026, the Slashing Parameters set the proportion forfeited at zero for double-signing and at zero for downtime. Accordingly, as of that date, the consequence of double-signing was jailing and tombstoning, and the consequence of downtime was jailing, in each case without forfeiture of any INJ staked with the penalized validator. INJ holder governance may increase either proportion at any time, and any increase would apply automatically to the Trust's staked INJ. the Trust's INJ is delegated to validators operated by the Staking Provider, any such penalty applied to a validator to which the Trust's INJ has been delegated would be borne proportionately by the Trust and would reduce the amount of INJ held by the Trust and, accordingly, the NAV of the Trust and the value of the Shares. Even where no INJ is forfeited, jailing…slashing parameters described above are protocol parameters that are set and may be amended through…
An increase in either penalty, a reduction in the liveness threshold, or the introduction of additional penalized conduct would apply automatically to the Trust's staked INJ. The Trust has no ability to prevent or opt…
From the filings
Now
slashing parameters described above are protocol parameters that are set and may be amended through Injective Network on-chain governance. An increase in either penalty, a reduction in the liveness threshold, or the introduction of additional penalized conduct would apply automatically to the Trust's staked INJ. The Trust has no ability to prevent or opt out of any such change, and Shareholders will not receive notice of a change in these parameters before it takes effect. Although the Sponsor is not aware of any publicly reported slashing incident on the Injective Network that has affected a significant portion of validators since the network's inception, past experience is not indicative of future results and there can be no assurance that the Trust's staked INJ will not be subject to slashing in the future.trading prices of many digital assets, including INJ, are derived from a variety of factors including supply…
Adds "macroeconomic"; drops "maINJ".
From the filings
Before
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 maINJ factors such as interest rates, monetary policy, broader market uncertainty and geopolitical, social and economic events. 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 2017, and multiple market observers asserted that digital assets were experiencing a "bubble." These increases were followed by steep drawdowns throughout 2018 in digital asset trading prices. These drawdowns notwithstanding, bitcoin and other digital asset prices have increased again since 2019, despite significant drawdowns in early 2020 amidst broader market declines as a result of the then novel coronavirus outbreak. Digital asset markets may still be experiencing a bubble or may experience a bubble again in the future. Extreme volatility in the future, including further declines in the trading prices of INJ, could have a material adverse effect on the value of the Shares and the Shares could lose all or substantially all of their value. asset networks are dependent upon the internet. A disruption of the internet or a digital asset network, such as the Injective Network, would affect the ability to transfer digital assets, including INJ, and, consequently, their value. loss or destruction of a private key required to access a digital asset such as INJ may be irreversible. If private keys associated with the Trust Trust are lost, destroyed or otherwise compromised and no backup of the private key is accessible, the Trust will be unable to access the INJ held in the INJ Account that correspond to such private keys and the private keys will not be capable of being restored by the Injective Network.Now
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 macroeconomic factors such as interest rates, monetary policy, broader market uncertainty and geopolitical, social and economic events. 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 2017, and multiple market observers asserted that digital assets were experiencing a "bubble." These increases were followed by steep drawdowns throughout 2018 in digital asset trading prices. These drawdowns notwithstanding, bitcoin and other digital asset prices have increased again since 2019, despite significant drawdowns in early 2020 amidst broader market declines as a result of the then novel coronavirus outbreak. Digital asset markets may still be experiencing a bubble or may experience a bubble again in the future. Extreme volatility in the future, including further declines in the trading prices of INJ, could have a material adverse effect on the value of the Shares and the Shares could lose all or substantially all of their value. asset networks are dependent upon the internet. A disruption of the internet or a digital asset network, such as the Injective Network, would affect the ability to transfer digital assets, including INJ, and, consequently, their value. loss or destruction of a private key required to access a digital asset such as INJ may be irreversible. If private keys associated with the Trust are lost, destroyed or otherwise compromised and no backup of the private key is accessible, the Trust will be unable to access the INJ held in the INJ Account that correspond to such private keys and the private keys will not be capable of being restored by the Injective Network. developers and users may switch to or adopt certain…Assets Represent A New And Rapidly Evolving Industry, And The Value Of The Shares Depends On The Acceptance…
Drops "process wire transfers to or from digital asset trading platforms, INJ-related companies…".
From the filings
Before
Assets Represent A New And Rapidly Evolving Industry, And The Value Of The Shares Depends On The Acceptance Of INJ. first major blockchain-based digital asset, bitcoin, was launched in 2009. The Injective Network launched in October 2020. In general, digital asset networks, including the Injective Network and other cryptographic and algorithmic protocols governing the issuance of digital assets represent a new and rapidly evolving industry that is subject to a variety of factors that are difficult to evaluate. For example, the realization of one or more of the following risks could materially adversely affect the value of the Shares: and other established financial institutions may refuse to process funds for INJ transactions; process wire transfers to or from digital asset trading platforms, INJ-related companies or service providers; or maintain accounts for persons or entities transacting in INJ.Now
Assets Represent A New And Rapidly Evolving Industry, And The Value Of The Shares Depends On The Acceptance Of INJ. first major blockchain-based digital asset, bitcoin, was launched in 2009. The Injective Network launched in October 2020. In general, digital asset networks, including the Injective Network and other cryptographic and algorithmic protocols governing the issuance of digital assets represent a new and rapidly evolving industry that is subject to a variety of factors that are difficult to evaluate. For example, the realization of one or more of the following risks could materially adversely affect the value of the Shares: and other established financial institutions may refuse to process funds for INJ transactions;process wire transfers to or from digital asset trading platforms, INJ-related companies or service…
Adds "process wire transfers to or from digital asset trading platforms, INJ-related companies…".
From the filings
Before
As a result, the prices of INJ are largely determined by speculators and validators, thus contributing to price volatility that makes retailers less likely to accept INJ in the future. may not provide banking services, or may cut off banking services, to businesses that provide digital asset related services or that accept digital assets as payment, which could dampen liquidity in the market and damage the public perception of digital assets generally or any one digital asset in particular, such as INJ, and their or its utility as a payment system, which could decrease the price of digital assets generally or individually. privacy-preserving features have been or are expected to be introduced to a number of digital asset networks. If any such features are introduced to the Injective Network, any trading platforms or businesses that facilitate transactions in INJ may be at an increased risk of criminal or civil lawsuits, or of having banking services cut off if there is a concern that these features interfere with the performance of anti-money laundering duties and economic sanctions checks.Now
process wire transfers to or from digital asset trading platforms, INJ-related companies or service providers; or maintain accounts for persons or entities transacting in INJ. As a result, the prices of INJ are largely determined by speculators and validators, thus contributing to price volatility that makes retailers less likely to accept INJ in the future. may not provide banking services, or may cut off banking services, to businesses that provide digital asset related services or that accept digital assets as payment, which could dampen liquidity in the market and damage the public perception of digital assets generally or any one digital asset in particular, such as INJ, and their or its utility as a payment system, which could decrease the price of digital assets generally or individually. privacy-preserving features have been or are expected to be introduced to a number of digital asset networks. If any such features are introduced to the Injective Network, any trading platforms or businesses that facilitate transactions in INJ may be at an increased risk of criminal or civil lawsuits, or of having banking services cut off if there is a concern that these features interfere with the performance of anti-money laundering duties and economic sanctions checks.Injective Network's Decentralized Governance Structure May Negatively Affect Its Ability To Grow And Respond…
Drops "A lack of agreement among INJ holders or validators may affect the Injective Network's…".
From the filings
Before
Injective Network's Decentralized Governance Structure May Negatively Affect Its Ability To Grow And Respond To Challenges. of Injective Network is decentralized and based on open participation by validators, delegators and community contributors. The Injective Network does not have a central authority that unilaterally determines or enforces network-wide decisions. Instead, protocol upgrades and parameter changes are implemented through on-chain proposals and validator voting, with outcomes determined by stake-weighted consensus. A lack of agreement among INJ holders or validators may affect the Injective Network's adaptability, technical progression or ability to address infrastructure challenges. development of the Injective Network's core protocol has been led by contributors affiliated with its founding entities and later maintained through an open-source model. While contributors may propose upgrades or submit governance proposals, adoption of any change depends on validator implementation and community alignment. Validators and token holders cannot be compelled to adopt proposed upgrades or maintain compatibility with a given version of the protocol. decentralized governance model may complicate efforts to coordinate long-term development or to implement timely responses to emerging risks. If consensus cannot be reached among validators or stakeholders, or if critical protocol upgrades fail to pass or be implemented, the Injective Network could experience stagnation or fragmentation. A loss of developer momentum, reduced participation or divergence among validators could impair the usability and competitiveness of the Injective Network. In severe cases, unresolved governance disputes could result in a network fork, segmentation of the validator set or dilution of user and developer engagement. Open-Source Structure Of the Injective Network Protocol Means That The Core Developers And Other Contributors Are Generally Not Directly Compensated For Their…Now
Injective Network's Decentralized Governance Structure May Negatively Affect Its Ability To Grow And Respond To Challenges. of Injective Network is decentralized and based on open participation by validators, delegators and community contributors. The Injective Network does not have a central authority that unilaterally determines or enforces network-wide decisions. Instead, protocol upgrades and parameter changes are implemented through on-chain proposals and validator voting, with outcomes determined by stake-weighted consensus.
and 13 more, in the redline below
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Section by section. Added words and removed words against the earlier filing.
Cover page 62 changes
canarystaked-s1a_062526.htm
canary-s1a_092426.htm
1 unchanged paragraph
filed with the Securities and Exchange Commission on June 25, September 24, 2026
3 unchanged paragraphs
(State or other jurisdiction of
incorporation or organization) 49-6650919
4 unchanged paragraphs
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box: ☒
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒ this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐ this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
4 unchanged paragraphs
to Completion Dated June 25, 2026
Canary Staked INJ ETF
The Canary Staked INJ
The Trust is an exchange-traded
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 NAV 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 the Staking Program. The Trust will disclose on its website the percentage of the Trust's INJ that was staked as of the beginning of each trading day. The initial Staking Provider for the Trust's INJ will be ________ ("________").
202(a)(11) of the Investment Advisers Act of 1940, as amended (the "Advisers Act")), and therefore the Sponsor's provision of services to the Trust will not be governed by the Advisers Act and is not subject to a fiduciary standard of care.
The Trust is not a commodity pool for purposes of the Commodity Exchange Act of 1936, as amended (the "CEA"), and the
Capital Investor") has indicated its intent to purchase ____ Shares at a per-Share price of $25.00 (the "Seed Baskets").
for additional information.]
The price of the Seed
Share and the Seed Baskets was determined as described herein and such Shares could be sold at different prices if sold by the
Seed Capital Investor at different times.
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
to Completion Dated September 24, 2026
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.
Canary Staked INJ ETF (the "Trust") is an exchange-traded product that issues shares of beneficial interest (the "Shares")
that trade on 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
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 proof-of-stake blockchain (the "Injective Network"). In seeking to achieve its investment objectives, the Trust will hold
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 Benchmark Rate 60m New York NY Rate ("Pricing Benchmark").
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 CoinDesk Injective Benchmark 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, U.S. Bancorp Fund Services,
Services, LLC is the Trust's transfer agent (in such capacity, the "Transfer Agent") and cash custodian administrator (in such capacity, the "Cash Custodian"), and BitGo Trust Company, Inc. (the "Custodian") is the custodian for the
"Administrator"), U.S. Bank, N.A. is the Trust's and cash custodian (in such capacity, the "Cash Custodian"), and BitGo Bank & Trust, N.A, Inc. (the "Custodian") is the custodian for the Trust, and will hold all of the Trust's
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")
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 represented by the Basket being created or cash needed in-kind in INJ equal 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
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 Participant or an 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 NAV of the Trust.
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. The Sponsor anticipates that at least 90% of the Trust's INJ will be staked under normal circumstances. In consideration for its participation in the Staking Program, the Trust will receive a portion of the staking rewards generated by the Staking Program.
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 "INJS."
Trust is offering an indeterminate number of Shares. The offering of an indeterminate amount of the Trust's Shares is registered with the Securities and Exchange Commission (the "SEC") in accordance with the Securities Act of 1933, as amended (the "1933
in accordance with the Securities Act"). of 1933, as amended The "1933 Act"). The offering is intended to be a continuous offering. The Trust is not a fund registered under the Investment Company Act of 1940, as amended (the "1940 Act"), and is not subject to regulation under the 1940 Act. Investors in the Trust will not, therefore, receive the regulatory protections afforded by funds registered under the 1940 Act. The Sponsor is not an "Investment Adviser" (as defined in Section
Adviser" (as defined in Section 202(a)(11) of the Investment Advisers Act of 1940, as amended (the "Advisers Act")), and therefore the Sponsor's provision of services to the Trust will not be governed by the Advisers Act and is not subject to a fiduciary standard of care. The Trust is not a commodity pool for purposes of the Commodity Exchange Act of 1936, as amended (the "CEA"), and the Sponsor is not subject to regulation by the Commodity Futures Trading Commission (the "CFTC") as a commodity pool operator or a commodity trading advisor. Shareholders in the Trust will not benefit from the protections afforded to investors in INJ futures contracts on regulated futures markets. The Trust's Shares are neither interests in nor obligations of the Sponsor or the (the "Seed Capital Investor") has indicated its intent to purchase _____ Shares at a per-Share price of $25.00 (the "Seed
Baskets"). The proceeds of such sale are expected to be denominated in-kind in INJ based on the INJ-USD price established by the Pricing
Pricing Benchmark on the date of such purchase. The Seed Capital Investor will act as a statutory underwriter in connection with the Seed
Seed Baskets. The Seed Capital Investor provided financial and operational support to the Sponsor in connection with the organization of the Trust and the offering of the Shares and its deeded is deemed to be a promoter of the Trust. See "Seed Capital Investor" for additional information.] price of the Seed Share and the Seed Baskets was determined as described herein and such Shares could be sold at different prices if sold by the Seed Capital Investor at different times.
INVESTMENT IN THE TRUST INVOLVES SIGNIFICANT RISKS AND MAY NOT BE SUITABLE FOR SHAREHOLDERS WHO ARE NOT IN A POSITION TO ACCEPT MORE RISK THAN
RISK THAN MAY BE INVOLVED WITH EXCHANGE-TRADED PRODUCTS THAT DO NOT HOLD INJ. THE SHARES ARE SPECULATIVE SECURITIES. THEIR PURCHASE INVOLVES
2 unchanged paragraphs
Shares of the trust are neither interests in nor obligations of the Sponsor, the trustee, the administrator, the transfer agent, THE
THE Marketing Agent, the Custodian or any of their respective affiliates. the Shares are not insured or guaranteed by the federal deposit insurance corporation or any other governmental agency.
THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED IN THIS PROSPECTUS, OR DETERMINED IF
1 unchanged paragraph
TRUST IS AN "EMERGING GROWTH COMPANY" AS THAT TERM IS USED IN THE JUMPSTART OUR BUSINESS STARTUPS ACT OF 2012 AND, AS SUCH, MAY
MAY ELECT TO COMPLY WITH CERTAIN REDUCED REPORTING REQUIREMENTS.
The date of this Prospectus is _______, 202_
1 unchanged paragraph
Prospectus summary 69 changes
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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 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 Constituent Platforms. The Pricing Benchmark is calculated as of 4:00 p.m. Eastern time ("ET").
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 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"). Network"). 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 Benchmark Rate 60m New York NY Rate ("Pricing Benchmark"). The Trust is a passive investment vehicle that does not seek to generate returns beyond tracking the price of INJ, with staking. 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 CoinDesk Injective Benchmark Rate (the "Underlying Index"), which is an aggregation of executed trade flow of major INJ trading platforms ("Constituent Platforms"). The Trust is passively managed in that it does not sell 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 at times when held by the Trust with BitGo Bank & Trust, N.A. ("BitGo" or the "Custodian"). The Custodian is chartered as a national banking association with the United States Office of the Comptroller of the Currency to exercise custodial powers on behalf of its price customers. While cash held with the Custodian is high insured by the Federal Deposit Insurance Corporation (the "FDIC"), digital assets under custody are not protected by the FDIC, however, the Custodian carries insurance provided by private insurance carriers, which is shared among all of the Custodian's customers and is not specific to the Trust, and may not be sufficient to protect the Trust from all possible losses or acquire sources of losses. The Trust does not intend to obtain insurance that will cover its assets. The net assets of the Trust and its Shares are valued on a daily basis with reference to the Pricing Benchmark, a standardized reference rate published by the Benchmark Provider that is designed to reflect the performance of INJ at low prices in U.S. dollars. The expectation Pricing Benchmark is calculated by the Benchmark Provider based on an aggregation of future increases. executed trade flow of major INJ trading platforms. The Pricing Benchmark is calculated as of 4:00 p.m. Eastern time ("ET").
Sponsor will stake the Trust's INJ in accordance with the Sponsor's liquidity risk management policy (the "Liquidity Risk Management Policy"), is designed to satisfy the requirements of the Exchange's listing rules and is intended to be consistent with the Exchange's generic listing standards. 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 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.
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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 The Sponsor anticipates that at least 90% of the Trust's INJ will be staked under normal circumstances. If the rewards from the Staking activity in which Program are insufficient to cover the Sponsor Fee and other expenses of the Trust, may engage, the amount of INJ represented by a Share will decline over time because of the transfer of the Trust's INJ to pay the Sponsor Fee and other liabilities, regardless of whether the trading prices of the Shares rise or fall. As a result of the Trust's participation in the Staking Program, the Trust will receive a portion of the staking rewards generated by a Staking Provider. The Trust is passively managed in that it does not sell INJ at times when its price is high or acquired acquire INJ at low prices in the expectation of future increases. 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 the Trust's participation in which the Trust may engage, Staking Program, 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 administered by the Sponsor through the 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. The Trust will disclose on each trading day the current percentage of assets that are staked on the Sponsor's website at canaryetfs.com 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. Since its inception, Injective has not experienced any major, publicly reported slashing incidents affecting a significant portion of validators. However, the network does enforce standard Cosmos-style slashing, including non-zero financial penalties for downtime and double-signing. This is called jailing and is a routine, automated network event used to maintain performance rather than an exceptional event like with Ethereum. 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 delegation period, during which previously delegated INJ is temporarily locked and inaccessible and does not earn staking rewards. This delegation 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 ."
The Custodian will maintain exclusive possession and control of the private keys associated with any staked INJ at all times. The Trust will disclose on each trading day the current percentage of assets that are staked on the Sponsor's website at canaryetfs.com.
activity on the Injective Network involves the delegation of INJ to validators and carries certain risks. The Injective Network implements the slashing module of the Cosmos SDK. Under that module, a validator that signs two conflicting blocks at the same height ("double-signing"), or that fails to sign a required proportion of the blocks within a specified window ("downtime"), is removed from the active validator set and "jailed," meaning that it ceases to propose or validate blocks and that neither the validator nor the holders who have delegated INJ to it earn staking rewards until the validator is returned to the active set. A validator that double-signs is also permanently barred from rejoining the active validator set using the same consensus key, a condition referred to as being "tombstoned."
The slashing module further provides for the forfeiture of a portion of the INJ staked with a penalized validator, in a proportion determined by parameters of that module (the "Slashing Parameters"). As of September 15, 2026, the Slashing Parameters set the proportion forfeited at zero for both double-signing and downtime, such that the consequence of either infraction was jailing and, in the case of double-signing, tombstoning, in each case without forfeiture of any INJ staked with the penalized validator. The Slashing Parameters, the liveness threshold and the period of jailing are determined through Injective Network governance and may be changed at any time without the consent of, or notice to, the Trust or the Shareholders, and any increase in the proportion forfeited would apply automatically to the Trust's staked INJ. Since its inception, the Injective Network has not experienced any major, publicly reported slashing incidents affecting a significant portion of validators. See " Risk Factors-Risks Associated with INJ and the Injective Network. " Additionally, when INJ is undelegated, the tokens enter a 21-day unbonding period. During this time, the INJ is locked, cannot be transferred, and does not earn rewards. However, for the purposes of switching validators, redelegation is instant. 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 aggregate Staking Fees, will vary based on the which include any fees charged by of the Staking Providers but in no event will Custodian, the Staking Fees Provider, and the Sponsor, will not exceed [10]% [__] of the INJ staking rewards generated by the Staking Program. As of the date of this Prospectus, the aggregate Staking Fees will reduce the amount of INJ that are received by the Trust from expected to be [__] of the INJ staking Program. rewards, resulting in the remainder Trust retaining [__] of the INJ staking rewards will be redeployed into generated by the Staking Program. transferred out or sold in connection with The redemption of Baskets, or transferred or sold by the Sponsor to pay Staking Fees due to the Sponsor or Trust expenses and liabilities not assumed by will reduce the Sponsor. Except for amount of INJ reserved that are received 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 from 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.
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.
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. ET on each business day the Exchange is open. Accrued staking rewards will be included in the Trust's daily NAV calculation. The 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 and is intended to be consistent with the Exchange's generic listing standards. 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.
and the Injective Network
Injective Network is a 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 (now known as CometBFT) 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.
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.
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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.
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 and the launch of the AI-driven iBuild platform to accelerate decentralized application development. In October 2025, the Injective Network replaced its recurring Burn Auction with a monthly mechanism referred to as the Community BuyBack. On November 11, 2025, the Injective Network activated a native Ethereum Virtual Machine ("EVM") execution environment on its mainnet. Following that activation, the Injective Network supports both WebAssembly ("WASM") and EVM smart contracts within a single execution environment, an architecture the Injective Foundation refers to as "MultiVM." Applications deployed in either environment are intended to share access to the same assets, liquidity and protocol modules, supported by a token standard the Injective Foundation refers to as the MultiVM Token Standard, which is intended to provide a consistent representation of a given asset across both environments without bridging.
Injective Foundation has stated that it intends to add support for the Solana Virtual Machine at a future date, although no assurance can be given that such support will be implemented or, if implemented, will be adopted.
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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. 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. See " The Trust and INJ Prices-The Pricing Benchmark."
Trust's primary 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 its participation in the Staking 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 expenses or otherwise protect the Trust and its assets. The Sponsor anticipates that at least 90% of the Trust's INJ will be staked under normal circumstances. The Trust will receive a portion of the staking rewards generated by the Staking Program, which may be treated as income to the Trust. In 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. In seeking to achieve its investment objectives, the Trust will hold INJ and establish will value its NAV by reference to Shares daily as of 4:00 p.m. Eastern time ("ET") using the Pricing Benchmark. same methodology used to calculate 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, including staked INJ, will be held by the Custodian.
U.S. dollar value of a Basket of Shares at 4:00 p.m. ET on the trade date of a creation order is equal to the Basket Amount, which is the number of INJ required to create a Basket of Shares, multiplied by the "Benchmark Price," which is the price of INJ on the Pricing Benchmark as of 4:00 p.m. ET. The Pricing Benchmark Price is calculated using non-GAAP methodology and is not used in the Trust's financial statements. See " The Trust and INJ Prices , The Pricing Benchmark."
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The Staking Fees will reduce the amount of INJ that are received by the Trust from the Staking Program.
addition, pursuant to the Staking Program 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 jailing and to "slashing" penalties. Slashings occur These penalties may be imposed when a validator attests to two different histories of the chain and penalties occur when a validator or is offline for a prolonged period of time. The Trust itself will not engage in staking activities, including the operation As of a validator node. Instead, the Staking Program will be administered by the Sponsor through service providers, including the Custodian and Staking Provider. While September 15, 2026, the Sponsor does not expect Slashing Parameters set the activities proportion of the Staking Provider to result in slashing penalties, there can be no guarantee staked INJ forfeited upon either infraction at zero, such that slashing penalties will not occur. Furthermore, the Custodian's consequence of an infraction was jailing without forfeiture of INJ. Those parameters may be increased through Injective Network governance at any time and the Staking Provider's potential liability without notice to the Trust for the actions associated with the Staking Program is limited, and the Custodian and Staking Provider may lack the assets or insurance in order to support the recovery of Shareholders, and any losses incurred. Accordingly, there can be no guarantee that the Trust increase would recover any of its staked assets, or the value thereof, if it is subject apply automatically to slashing or other penalties. the Trust's staked INJ.
The Trust itself will not engage in staking activities, including the operation of a validator node. Instead, the Staking Program will be administered by the Sponsor through service providers, including the Custodian and Staking Provider. 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 associated with the Staking 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 aggregate Staking Fees, which include any fees of the Custodian, the Staking Provider, and the Sponsor, will vary based on not exceed [__] of the fees charged INJ staking rewards generated by the Staking Providers but in no event will Program. As of the date of this prospectus, the aggregate Staking Fees exceed [10]% are expected to be [__] of the INJ staking rewards, resulting in the Trust retaining [__] of the INJ 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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website for the Trust, 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;
Indicative Trust Value (the "ITV") per Share will be published by the Exchange once every 15 seconds throughout each trading day on the consolidated tape by market data vendors.
website for the Trust, 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); (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. https://indices.coindesk.com/indices/coindesk-twaps.
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Trust is a Delaware statutory trust, formed on June 9, 2025, pursuant to the Delaware Statutory Trust Act. The Trust continuously issues common shares representing fractional undivided beneficial interest in and ownership of the Trust that may be purchased and sold on the Exchange. The Trust will operate pursuant to a Trust Agreement, as amended and/or restated from time to time (the "Trust Agreement"). CSC Delaware Trust Company, a Delaware trust company, is the trustee of the Trust (the "Trustee").
CSC Delaware Trust Company, a Delaware trust company, is the trustee of the Trust (the "Trustee"). The Trust is managed and controlled by the Sponsor. The Sponsor is a limited liability company formed in the state of Delaware on September 12, 2024.
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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").
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").
Bank & Trust. Company Inc. N.A. 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.
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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 Sponsor anticipates that at least 90% of the Custodian [daily]. Trust's INJ will be staked under normal circumstances. The Trust does not intend to distribute proceeds from the Staking Program. will disclose on its website the initial Staking Provider for percentage of the Trust's INJ will be ________ ("________"). that was staked as of the beginning of each trading day.
Distributors LLC is the marketing agent of the Trust (the "Marketing Agent") and is responsible for reviewing and approving the marketing materials, including the Trust's website, 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 Marketing Agent is a broker-dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of FINRA. With the assistance of the Marketing Agent, 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.
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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 date of this Prospectus, the Trust has entered into agreements with each of Kraken, Cumberland, FalconX, Jane Street, Wincent, BitGo, Cumberland, Flowdesk, and Crypto.com, Wincent, and BitGo 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.
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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partial consideration for its receipt of the Sponsor Fee, the Sponsor is obligated under the Trust Agreement to assume and pay all fees and other expenses incurred by the Trust in the ordinary course of its affairs up to $200,000 per fiscal year, excluding taxes, but including:
partial consideration for its receipt of the Sponsor Fee, the Sponsor is obligated under the Trust Agreement to assume and pay all fees and other expenses incurred by the Trust in the ordinary course of its affairs, excluding taxes, but including: (i) the fees of the Trust's third-party service providers, including, but not limited to, the Marketing Agent, the Administrator, the Custodian, the Transfer Agent, the Cash Custodian, the Benchmark Provider, and the Trustee, (ii) the fees and expenses related to the listing, quotation or trading of the Shares on the Exchange (including customary legal, marketing and audit fees and expenses), (iii) legal fees and expenses incurred in the ordinary course, (iv) audit fees, (v) regulatory fees, including, if applicable, any fees relating to the registration of the Trust and Shares, including any ongoing filings related to the offering of Shares, under the 1933 Act or the 1934 Act, (vi) printing and mailing costs, (vii) costs of maintaining the Trust's website and (viii) applicable license fees (each, a "Sponsor-paid Expense" and collectively, the "Sponsor-paid Expenses"), provided that any expense that qualifies as an Extraordinary Expense (as defined below) will not be deemed to be a Sponsor-paid Expense. There is no cap on the amount Expenses in excess of Sponsor-paid the $200,000 cap ("Excluded Expenses") shall be borne by the Trust and will reduce the Trust's NAV. The Sponsor has also assumed all fees and expenses related to the organization and offering of the Trust and the Shares.
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 aggregate Staking Fees, which include any fees of the Custodian, the Staking Provider, and the Sponsor, will not exceed [____]% [__] of the INJ staking rewards generated by the Staking Program. As of the date of this Prospectus, the aggregate Staking Fees are expected to be [__] of the INJ staking rewards, resulting in the Trust retaining [__] of the INJ 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.
Trust may incur certain extraordinary, nonrecurring expenses that are not Sponsor-paid Expenses, including, but not limited to, brokerage and transaction costs associated with the sale or transfer of INJ, taxes and governmental charges, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust, the Trust's assets, or the interests of Shareholders, any indemnification of the Custodian or other agents, service providers or counterparties of the Trust, and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters (collectively, "Extraordinary Expenses"). To the extent on-chain transaction fees are incurred in connection with transfers or sales of INJ to pay Extraordinary Expenses the the extent it does not have cash readily available, the Sponsor will cause the transfer or sale of INJ in such quantity as may be necessary to permit the payment of Trust Excluded Expenses, and liabilities not assumed by the Sponsor or for payment of cash redemption proceeds to Authorized Participants. The Trust will seek to transfer or sell INJ at such times and in the smallest amounts required to permit bear such payments as they become due. With respect to transfers or sales necessary to pay Trust expenses and liabilities that are denominated other than in INJ, the amount of INJ transferred or sold may vary from time to time depending on the actual sales price of INJ relative to the Trust's expenses and liabilities (e.g., if the price of INJ falls, the amount of INJ needed to be transferred or sold to pay an expense or liability denominated in U.S. dollars will increase). To the extent the Trust must buy or sell INJ, the Trust may do so through a third-party digital asset broker or dealer. The Sponsor will select third party brokers or dealers that it believes have implemented adequate AML, KYC and other legal compliance policies and procedures. fees.
the extent it does not have cash readily available, the Sponsor will cause the transfer or sale of INJ in such quantity as may be necessary to permit the payment of Trust expenses and liabilities not assumed by the Sponsor or for payment of cash redemption proceeds to Authorized Participants. The Trust will seek to transfer or sell INJ at such times and in the smallest amounts required to permit such payments as they become due. With respect to transfers or sales necessary to pay Trust expenses and liabilities that are denominated other than in INJ, the amount of INJ transferred or sold may vary from time to time depending on the actual sales price of INJ relative to the Trust's expenses and liabilities (e.g., if the price of INJ falls, the amount of INJ needed to be transferred or sold to pay an expense or liability denominated in U.S. dollars will increase). To the extent the Trust must buy or sell INJ, the Trust may do so through a third-party digital asset broker or dealer. The Sponsor will select third party brokers or dealers that it believes have implemented adequate AML, KYC and other legal compliance policies and procedures.
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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 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.
Trust generally does not intend to hold cash or cash equivalents except for cash received from Authorized Participants in connection with a creation transaction or cash held by the Trust pending distribution to Authorized Participants in a redemption transaction or payment of Trust expenses. The Trust has entered into a custodian agreement (the "Cash Custody Agreement") with the Cash Custodian under which the Cash Custodian acts as custodian of the Trust's cash. The Trust is obligated to convert any cash contributed to INJ as soon as practicable, except to the extent necessary for a redemption transaction or to pay expenses.
Sponsor will allocate the Trust's INJ to the INJ Account at the Custodian. In the event the Sponsor determines to utilize additional custodians for the Trust's INJ, the Sponsor will allocate the Trust's INJ among such other custodians, taking into consideration the following: (i) the concentration of the Trust's INJ at each custodian, (ii) the Sponsor's assessment of the safety and security policies and procedures of each custodian, (iii) the insurance policies of each custodian, (iv) the fees and expenses associated with the storage of the Trust's INJ at each custodian, (v) the fees and expenses associated with the transfer to or from the INJ Account at each custodian, and (vi) any other factor the Sponsor deems relevant in making the allocation determination. The Sponsor does not intend to disclose the amount or percentage of the Trust's INJ held at each custodian, and the Sponsor may change the allocation between the custodians at any time and without notice to Shareholders.
The fees and expenses associated with the transfer of INJ between the INJ Accounts at each custodian will be borne by the Sponsor, not the Trust or the Shareholders. Any transfer of INJ between the INJ Accounts at each custodian will occur "on-chain" over the Injective Network. On-chain transactions are subject to all of the risks of the Injective Network, including the risk that transactions will be made erroneously and are generally irreversible.
Trust may change the custodial arrangements described in this Prospectus at any time without notice to Shareholders. To the extent a change in custodial arrangements is deemed material by the Sponsor, the Trust will notify Shareholders in a Prospectus supplement and/or a current report on Form 8-K or in its annual or quarterly reports.
Custodian is authorized to safeguard the Trust's INJ holdings allocated to it by the Sponsor. 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.As a regulated custodian, the Custodian is subject to a detailed statutory and regulatory framework, including holding customer assets in segregated client accounts on behalf of customers. 100% of Trust assets and private keys safekeeper by the Custodian will be held in cold storage in segregated accounts and are never commingled with the Custodian or other client assets. The Custodian applies industry standards, such as Crypto Currency Security Standard (CCSS) and SOC1 and SOC2, while also working with the most trusted brands in the industry and offering clients comprehensive insurance solutions.The Custodian ecosystem and architecture for private key management include the BitGo Platform, hardware security modules ("HSMs") and modular services. The Custodian cold custody solution is built on BitGo's security to manage keys on behalf of customers.
Custodian only signs transactions that have been authorized by the Sponsor and follow the policies set by the account administrators.
primary keys and backup keys are created offline using an Offline Vault Console ("OVC") on air gapped laptops during a secure ceremony to create hardened cryptographic seeds that power the BitGo solution. This is to ensure only machines which have no access to the internet and are pristine are able to see private key material.
personnel at the Custodian hold the sharded keys. When they are reconstituted, they are able to sign a transaction which moves funds in the public blockchain. To mitigate collusion, the individuals who have the sharded keys are different from those who have access to the vaults where the signings happen.
private key is reconstituted in the OVC, but only in internal memory. At no point is it displayed or shown to any user. After signing is done, the key is no longer available in memory. The OVC is run in a read-only disk, so once the laptop is powered off, there is no non-volatile storage of any kind to write back to disk. The OVC operates using a RAM disk, where it simulates a real hard disk, but it is completely ephemeral and is wiped as soon as the machine is power cycled or rebooted, thus wiping the reconstituted private key and preventing it from being copied or compromised.
Custodian is a national banking association and the private keys are strategically distributed across various geographic locations within the United States. In order to enhance security measures, the Custodian refrains from disclosing the exact locations of these keys.
Staking Program will be carried out by the Sponsor, who will be responsible for selecting one or more 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.
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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.
consideration of the Staking Program, the Staking Fees will be shared among the Staking Provider, the Sponsor, and the Custodian. The aggregate Staking Fees, which include any fees of the Custodian, the Staking Provider, and the Sponsor, will not exceed [___]% of the INJ staking rewards generated by the Staking Program. As of the date of this Prospectus, the aggregate Staking Fees are expected to be [____]% of the INJ staking rewards, resulting in the Trust retaining [____]% of the INJ staking rewards generated by the Staking Program.
The Staking Fees will not exceed [____]% 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.
rewards accrue to the Trust's delegated INJ continuously and are reflected in the Trust's daily NAV calculation as accrued but unclaimed rewards. The Staking Provider will claim accrued rewards and deliver them to the Trust's wallet or wallets at the the Injective Network, staking rewards accrue on a per-block basis, and accrued rewards may be withdrawn at any time. The Injective Network's mint module calculates the reward attributable to each block by reference to an assumed 63,072,000 blocks per year, equivalent to a block interval of 0.50 seconds. Blocks are produced at a longer average interval than that assumption implies. Over the 5,000 blocks preceding September 15, 2026, the average observed interval between blocks was approximately 0.62 seconds. Because fewer blocks are produced in a year than the mint module assumes, the INJ actually issued over a given period is less than the nominal annualized issuance figure the mint module reports, and the reward rate described below reflects that difference. Bonding is effective immediately, and delegated INJ begins earning staking rewards in the next block. Undelegation is subject to a 21-day unbonding period, during which the INJ does not earn staking rewards, cannot be transferred or redelegated, and remains subject to slashing in respect of infractions committed by the validator while the INJ was bonded to it.
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.
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.
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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. 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. 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.
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.
Use of proceeds 414 changes
OWNERSHIP OR BENEFICIAL INTEREST IN THE
The beneficial interest
in the Trust is divided into Shares. Each Share of the Trust represents an equal beneficial interest in the net assets of the Trust, and each holder of Shares is entitled to receive such holder's pro rata share of distributions of income and capital gains, if any.
All Shares are fully
paid and non-assessable. No Share will have any priority or preference over any other Share of the Trust. All distributions, if any, will be made ratably among all Shareholders from the assets of the Trust according to the number of Shares held of record by such Shareholders on the record date for any distribution or on the date of termination of the Trust, as the case may be. Except as otherwise provided by the Sponsor, Shareholders will have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust.
The Sponsor will have
full power and authority, in its sole discretion, without seeking the approval of the Trustee or the Shareholders (a) to establish and designate and to change in any manner and to fix such preferences, voting powers, rights, duties and privileges of the Trust as the Sponsor may from time to time determine, (b) to divide the beneficial interest in the Trust into an unlimited amount of shares, with or without par value, as the Sponsor will determine, (c) to issue shares without limitation as to number (including fractional shares), to such persons and for such amount of consideration, subject to any restriction set forth in the By-Laws, if any, at such time or times and on such terms as the Sponsor may deem appropriate, (d) to divide or combine the shares into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the shares in the assets held, and (e) to take such other action with respect to the shares as the Sponsor may deem desirable. The ownership of Shares will be recorded on the books of the Trust or a transfer or similar agent for the Trust. No certificates certifying the ownership of Shares will be issued except as the Sponsor may otherwise determine from time to time. The Sponsor may make such rules as it considers appropriate for the issuance of share certificates, transfer of Shares and similar matters. The record books of the Trust as kept by the Trust, or any transfer or similar agent, as the case may be, will be conclusive as to the identity of the Shareholders and as to the number of Shares held from time to time by each.
CONFLICTS OF INTEREST
There are present and
potential future conflicts of interest inherent in the Trust's structure and operation you should consider before you purchase Shares. The Sponsor will use this notice of conflicts as a defense against any claim or other proceeding made. If the Sponsor is not able to resolve these conflicts of interest adequately, it may impact the Trust's ability to achieve its investment objectives.
affiliates engage in a broad spectrum of activities and may expand the range of services that they provide over time. The Sponsor and its affiliates will generally not be restricted in the scope of their business or in the performance of any such services (whether now offered or undertaken in the future), even if such activities could give rise to conflicts of interest, and whether or not such conflicts are described herein. In the ordinary course of their business activities, the Sponsor and its affiliates may engage in activities where the interests of the Sponsor and its affiliates or the interests of their clients conflict with the interests of the Trust. Certain employees of the Sponsor also have responsibilities relating to the business of one or more affiliates. These employees are not restricted in the amount of time that may be allocated to the business activities of the Sponsor's affiliates, and the allocation of such employees' time between the Sponsor and its affiliates may change over time.
In addition, the Sponsor
and its affiliates may also be responsible for managing other accounts in addition to the services that they provide to the Trust, including other accounts of the Sponsor or its affiliates. Other accounts may include, without limitation, private or SEC-registered funds, separately managed accounts, or investments owned by the Sponsor or its affiliates. Management of other accounts in addition to services provided to the Trust can present certain conflicts of interest or the appearance thereof. The other accounts might have similar or different investment objectives or strategies as the Trust, or otherwise hold, purchase or sell investments that are eligible to be held, purchased or sold by the Trust, or may take positions that are opposite in direction from those taken by the Trust.
affiliates may from time to time obtain exposure to INJ through investments in the Trust and may hold a material position in the Trust. The Trust will not receive any of the proceeds from the resale by the Sponsor or its affiliates of these Shares, and the sale of such Shares may impact the price at which Shareholders may be able to sell their Shares.
In addition, the Sponsor and its affiliates may have substantial direct investments in INJ outside of the Trust. The Sponsor and its affiliates are permitted to manage such investments, taking into account their own interests, without regard to the interests of the Trust or its Shareholders. The Sponsor and its affiliates reserve the right, subject to compliance with applicable law, to sell into the market or redeem through an Authorized Participant at any time some or all of the Shares of the Trust acquired for their own accounts. The Sponsor and its affiliates face potential conflicts of interest in determining whether, when and in what amount to sell or redeem Shares of the Trust. The Sponsor and its affiliates are under no obligation to consider the effect of sales or redemptions on the Trust and other Shareholders in deciding whether to sell or redeem their Shares. The Sponsor and its affiliates may invest or trade in digital assets for their own accounts, which activities may conflict or compete with the Trust. Additionally, the Sponsor does not have policies and procedures requiring that personnel pre-clear trading activity in certain digital assets, including INJ . The Sponsor may not be able to fully mitigate the risk of conflicts of interest in connection with the purchase and sale of digital assets. There is no guarantee that every employee, officer, director, or similar person associated with the Sponsor and its affiliates will refrain from engaging in impermissible activity in violation of their duties to the Trust and Sponsor.
The Sponsor will have
the authority to manage the operations of the Trust, and this may create or give the appearance of a conflict with shareholders' best interests. The Sponsor may select service providers that are affiliates, including the Custodian, the Benchmark Provider, the Marketing Agent, and the Administrator. The Sponsor may have a conflict of interest in selecting an affiliated service provider because doing so increases the overall revenue for its affiliates. You should be aware that there may be less expensive service providers or parties with greater experience or expertise than the affiliates selected by the Sponsor. Because of the Sponsor's affiliated status, it may be disincentivized from replacing affiliated service providers. In connection with this conflict of interest, Shareholders should understand that affiliated service providers will be compensated for providing services to the Trust. Clients of the affiliated service providers may pay commissions at negotiated rates which are greater or less than the rate paid by the Sponsor. The Sponsor and any affiliated service provider may, from time to time, have conflicting demands in respect of their obligations to the Trust and, in the future, to other clients.
The Sponsor may indemnify
its officers, directors and key employees with respect to their activities on behalf of other funds, if the need for indemnification arises. This potential indemnification could cause the Sponsor's assets to decrease. If the Sponsor's other sources of income are not sufficient to compensate for the indemnification, it could cease operations, which could in turn result in Trust losses and/or termination of the Trust.
Resolution of Conflicts Procedures
will provide that whenever a conflict of interest exists between the Sponsor or any of its affiliates, on the one hand, and the Trust or any Shareholders or any other person, on the other hand, the Sponsor will resolve such conflict of interest considering the relative interest of each party (including its own interest) and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable accepted accounting practices or principles.
Issues Relating to Valuations of Assets
required to do so, the Sponsor will value the Trust's assets in accordance with the valuation policies of the Sponsor; however, the manner in which the Sponsor exercises its discretion with respect to valuation decisions will impact the valuation of assets of the Trust. To the extent that fees are based on valuations, the exercise of discretion in valuation by the Sponsor will give rise to conflicts of interest including in connection with the calculation of Sponsor Fees. In addition, various divisions and units within the Sponsor and its affiliates are required to value assets, including in connection with managing or advising other accounts for clients, such as registered and unregistered funds and owners of separately managed accounts. These various divisions, units and affiliated entities may, but are under no obligation to, share information regarding valuation techniques and models or other information relevant to the valuation of a specific asset or category of assets. Regardless of whether or not the Sponsor has access to such information, to the extent the Sponsor values the assets held by the Trust, the Sponsor will value investments according to its valuation policies, and may value an identical asset differently than such other divisions, units or affiliated entities.
DUTIES OF THE SPONSOR
The general fiduciary
duties that would otherwise be imposed on the Sponsor (which would make its operation of the Trust as described herein impracticable due to the strict prohibition imposed by such duties on, for example, conflicts of interest on behalf of a fiduciary in its dealings with its beneficiaries), will be replaced entirely by the terms of the Trust Agreement (to which terms all Shareholders, by subscribing to the Shares, are deemed to consent).
the Trust Agreement, the Sponsor will have the following obligations as a sponsor of the Trust:
● Execute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be appropriate for the formation, qualification and operation of the Trust and for the conduct of its business in all appropriate jurisdictions;
● Retain independent public accountants to audit the accounts of the Trust;
● Employ attorneys to represent the Trust;
● Select the Trust's Trustee, Administrator, Transfer Agent, Custodian, Marketing Agent, Benchmark Provider, insurer(s) and any other service provider(s) and cause the Trust to enter into contracts with such service provider(s);
● Provide for the safekeeping and use of the Trust's assets;
● Not employ or permit others to employ the Trust's assets in any manner except for the benefit of the Trust;
● At all times act with integrity and good faith and exercise due diligence in all activities relating to the Trust and in resolving conflicts of interest;
● Enter into directly or through its delegates an Authorized Participant Agreement with each Authorized Participant and discharge the duties and responsibilities of the Trust and the Sponsor thereunder;
● Receive directly or through its delegates from Authorized Participants and process or cause its delegates to process properly submitted purchase orders, as will be described in the Trust Agreement and in the Authorized Participant Agreement;
● In connection with purchase orders, receive directly or through its delegates the amount of cash in a Basket;
● In connection with purchase orders, after accepting a purchase order and receiving the corresponding amount of cash, either directly or through its delegates, direct the Trust's Transfer Agent to credit the Baskets to fill the Authorized Participant's purchase order;
● Receive directly or through its delegates from Authorized Participants and process or cause its delegates to process properly submitted redemption orders, as will be described in the Trust Agreement and in the Authorized Participant Agreement;
● In connection with redemption orders, after receiving a redemption order specifying the number of Baskets that the Authorized Participant wishes to redeem and after the Transfer Agent's DTC account has been credited with the Baskets to be redeemed, directly or through its delegates transfer to the redeeming Authorized Participant the quantity of INJ attributable to the Shares redeemed;
● Interact with the Custodian and any other party as required;
● Select one or more Staking Providers;
● Cause the Trust to comply with all rules, orders and regulations of the Exchange, and take all such other actions that may reasonably be taken and are necessary for the Shares to remain listed, quoted or traded on the Exchange until the Trust is terminated or the Shares are no longer listed, quoted or traded on the Exchange;
● Assist in the preparation and filing of reports and proxy statements (if any) to the Shareholders, the periodic updating of the Registration Statement and Prospectus and other reports and documents for the Trust required to be filed by the Trust with the SEC and other governmental bodies;
● Use its best efforts to maintain the status of the Trust as a grantor trust for U.S. federal income tax purposes, including making such elections, filing such tax returns, and preparing, disseminating and filing such tax reports, as it is advised by its counsel or accountants are from time to time required by any statute, rule or regulation of the United States, any State or political subdivision thereof, or other jurisdiction having taxing authority in respect of the Trust or its administration. The expense of accountants employed to prepare such tax returns and tax reports will be an expense of the Trust;
● Perform such other services as the Sponsor believes the
Trust may from time to time require; and
● In general, to carry out any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power herein set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant or growing out of or connected with the aforesaid business or purposes, objects or powers.
with the intention to maintain the status of the Trust as a grantor trust for U.S. federal income tax purposes, the Sponsor will not have the power to vary the investments of the Trust and must manage the Trust's assets in accordance with the strict limitations set forth in the Trust Agreement.
a law (common or statutory) or in equity, the Sponsor has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the Shareholders or to any other person, the Sponsor will not be liable to the Trust, the Shareholders or to any other person for its good faith reliance on the provisions of the Trust Agreement or this Prospectus unless such reliance constitutes gross negligence, bad faith, or willful misconduct on the part of the Sponsor.
LIABILITY AND INDEMNIFICATION
The Trustee will not
be liable for the acts or omissions of the Sponsor, nor will the Trustee be liable for supervising or monitoring the performance and the duties and obligations of the Sponsor or the Trust under the Trust Agreement. The Trustee will not be personally liable under any circumstances, except for its own fraud, willful misconduct, bad faith or gross negligence. In particular, but not by way of limitation:
(a) the Trustee will
not be personally liable for any error of judgment made in good faith except to the extent such error of judgment constitutes gross negligence on its part;
the Trust Agreement will require the Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers under the Trust Agreement;
(c) under no circumstances
will the Trustee be personally liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust;
(d) the Trustee will
not be personally responsible for or in respect of the validity or sufficiency of the Trust Agreement or for the due execution hereof by the Sponsor;
(e) the Trustee will
incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Trustee may accept a certified copy of a resolution of any governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect.
As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Trustee may for all purposes hereof rely on a certificate, signed by an authorized officer of the Sponsor or any other corresponding directing party, as to such fact or matter, and such certificate will constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon;
or administration of the trust hereunder, the Trustee (i) may act directly or through agents or attorneys pursuant to agreements entered into with any of them, and the Trustee will not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys will have been selected by the Trustee in good faith and with due care and (ii) may consult with counsel, accountants and other skilled persons to be selected by it in good faith and with due care and employed by it, and it will not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons;
be expressly provided in the Trust Agreement, the Trustee will act solely as a trustee under the Trust Agreement and not in its individual capacity, and all persons having any claim against the Trustee by reason of the transactions contemplated by the Trust Agreement will look only to the Trust's property for payment or satisfaction thereof; and (h) the Trustee will not be liable for punitive, exemplary, consequential, special or other similar damages under any circumstances.
officer, affiliate, director, employee, or agent of the Trustee (each, an "Indemnified Person") will be entitled to indemnification from the Sponsor or the Trust, to the fullest extent permitted by law, from and against any and all losses, claims, taxes, damages, reasonable expenses, and liabilities (including liabilities under State or federal securities laws) of any kind and nature whatsoever (collectively, "Expenses"), to the extent that such Expenses arise out of or are imposed upon or asserted against such Indemnified Persons with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of the Trust Agreement or the transactions contemplated in the Trust Agreement; provided, however, that the Sponsor and the Trust will not be required to indemnify any Indemnified Person for any Expenses that are a result of the willful misconduct, bad faith or gross negligence of such Indemnified Person.
the Sponsor and the Trust to indemnify the Indemnified Persons will survive the termination of the Trust Agreement.
The Sponsor will not
be under any liability to the Trust, the Trustee or any Shareholder for any action taken or for refraining from the taking of any action in good faith pursuant to the Trust Agreement, or for errors in judgment or for depreciation or loss incurred by reason of the sale of any INJ or other assets held in trust hereunder; provided, however, this provision will not protect the Sponsor against any liability to which it would otherwise be subject by reason of its own gross negligence, bad faith, or willful misconduct.
The Sponsor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee's counsel or by any other Person for any matters arising hereunder. The Sponsor will in no event be deemed to have assumed or incurred any liability, duty, or obligation to any Shareholder or to the Trustee other than as expressly provided for herein. The Trust will not incur the cost of that portion of any insurance which insures any party against any liability, the indemnification of which is herein prohibited.
In addition, as will
be described in the Trust Agreement, (i) whenever a conflict of interest exists or arises between the Sponsor or any of its affiliates, on the one hand, and the Trust, on the other hand; or (ii) whenever the Trust Agreement or any other agreement contemplated herein or therein provides that the Sponsor will act in a manner that is, or provides terms that are, fair and reasonable to the Trust, the Sponsor will resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Sponsor, the resolution, action or terms so made, taken or provided by the Sponsor will not constitute a breach of the Trust Agreement or any other agreement contemplated herein or of any duty or obligation of the Sponsor at law or in equity or otherwise.
shareholders, members, directors, officers, employees, affiliates and subsidiaries (each a "Sponsor Indemnified Party") will be indemnified by the Trust and held harmless against any loss, liability or expense incurred hereunder without gross negligence, bad faith, or willful misconduct on the part of such Sponsor Indemnified Party arising out of or in connection with the performance of its obligations under the Trust Agreement or any actions taken in accordance with the provisions of the Trust Agreement. Any amounts payable to a Sponsor Indemnified Party under Section 6.7 of the Trust Agreement may be payable in advance or will be secured by a lien on the Trust. The Sponsor will not be under any obligation to appear in, prosecute or defend any legal action that in its opinion may involve it in any expense or liability; provided, however, that the Sponsor may, in its discretion, undertake any action that it may deem necessary or desirable in respect of the Trust Agreement and the rights and duties of the parties hereto and the interests of the Shareholders and, in such event, the legal expenses and costs of any such action will be expenses and costs of the Trust and the Sponsor will be entitled to be reimbursed therefor by the Trust. The obligations of the Trust to indemnify the Sponsor Indemnified Parties will survive the termination of the Trust Agreement.
The Custodian has limited
liability, impairing the ability of the Trust to recover losses relating to its INJ and any recovery may be limited, even in the event of fraud. In addition, the Custodian may not be liable for any delay in performance of any of its custodial obligations by reason of any cause beyond its reasonable control, including force majeure events, war or terrorism, and may not be liable for any system failure or third-party penetration of its systems. As a result, the recourse of the Trust to Custodian may be limited.
duties and obligations under the Cash Custody Agreement, the Cash Custodian shall exercise reasonable care, prudence and diligence and shall be liable to the Trust for all loss, damage and expense suffered or incurred by the Trust resulting from the failure of the Cash Custodian to exercise such reasonable care, prudence and diligence. The Trust has agreed to indemnify the Cash Custodian and its nominees from all loss, damage and expense suffered or incurred by the Cash Custodian or its nominee in the performance of its duties.
The Benchmark Provider
The Benchmark Provider
has no obligation to take the needs of the Trust or the Shareholders into consideration in determining, composing, or calculating the Pricing Benchmark. The Benchmark Provider does not make any express or implied warranties, and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the Pricing Benchmark or any data included therein.
The Benchmark Provider does not guarantee the accuracy, completeness, or performance of the Pricing Benchmark or the data included therein and shall have no liability in connection with the Pricing Benchmark or index calculation, errors, omissions or interruptions of any index or any data included therein. The Benchmark Provider has contracted with an independent calculation agent to calculate the Pricing Benchmark. Without limiting any of the foregoing, in no event shall the Benchmark Provider have any liability for any special, punitive, direct, indirect or consequential damages (including lost profits) arising out of matters relating to the use of the Pricing Benchmark, even if notified of the possibility of such damages.
and 334 more changes in the filing
Risk factors 71 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. Over the course of 2023, INJ prices have continued to exhibit extreme volatility.
Trading Prices Of Many Digital Assets, Including INJ, Have Experienced Extreme Volatility In Recent Periods And May Continue To Do So. Extreme Volatility In The Future, Including Further Declines In The Trading Prices Of INJ, Could Have A Material Adverse Effect On The Value Of The Shares And The Shares Could Lose All Or Substantially All Of Their Value.
Extreme Volatility In The Future, Including Further Declines In The Trading Prices Of INJ, Could Have A Material Adverse Effect On The Value Of The Shares And The Shares Could Lose All Or Substantially All Of Their Value.
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. Over the course of 2023, INJ prices have continued to exhibit extreme volatility. 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 $5.60.
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.
example, some sources report the price of Solana declined 94% overall in 2022, including over 50% in the two months following FTX's declaration of bankruptcy. The 2022 events have also negatively impacted the liquidity of the digital asset markets as certain entities affiliated with FTX engaged in significant trading activity. If the liquidity of the digital asset markets continues to be negatively impacted by these events, digital asset prices, including INJ, may continue to experience significant volatility or price declines and confidence in the digital asset markets may be further undermined. In addition, regulatory and enforcement scrutiny has increased, including from, among others, the Department of Justice, the SEC, the CFTC, the White House and Congress, as well as state regulators and authorities. These events are continuing to develop and the full facts are continuing to emerge. It is not possible to predict at this time all of the risks that they may pose to the Trust, its service providers or to the digital asset industry as a whole.
These events are continuing to develop and the full facts are continuing to emerge. It is not possible to predict at this time all of the risks that they may pose to the Trust, its service providers or to the digital asset industry as a whole.
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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 maINJ macroeconomic factors such as interest rates, monetary policy, broader market uncertainty and geopolitical, social and economic events.
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loss or destruction of a private key required to access a digital asset such as INJ may be irreversible. If private keys associated with the Trust Trust are lost, destroyed or otherwise compromised and no backup of the private key is accessible, the Trust will be unable to access the INJ held in the INJ Account that correspond to such private keys and the private keys will not be capable of being restored by the Injective Network.
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digital asset networks, including INJ, face significant scaling challenges and are being upgraded with various features to increase the speed and throughput of digital asset transactions. These attempts to increase the volume of transactions may not be effective.
These attempts to increase the volume of transactions may not be effective. Because the Injective Network also relies on cross-chain communication to process transactions between blockchains, delays can occur if there are bottlenecks in transaction finality on the source or destination chain or if INJ validators take longer than expected to process a transaction.
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process wire transfers to or from digital asset trading platforms, INJ-related companies or service providers; or maintain accounts for persons or entities transacting in INJ.
process wire transfers to or from digital asset trading platforms, INJ-related companies or service providers; or maintain accounts for persons or entities transacting in INJ. As a result, the prices of INJ are largely determined by speculators and validators, thus contributing to price volatility that makes retailers less likely to accept INJ in the future.
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involving INJ are typically not reversible without the consent and active participation of the recipient of the transaction. Once a transaction has been signed with private keys, verified and recorded in a block that is added to the Injective Blockchain, Network, an incorrect transfer of cryptocurrency, such as INJ, or a theft of INJ generally will not be reversible and the Trust may not be capable of seeking compensation for any such transfer or theft. Although the Trust's transfers of INJ will regularly be made to or from the Trust's accounts at the Custodian, it is possible that, through computer or human error, or through theft or criminal action, the Trust's INJ could be transferred from the Trust's account at the Custodian in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. To the extent that the Trust is unable to successfully seek redress for such error or theft, such loss could adversely affect an investment in the Trust.
custody of the Trust's INJ is handled by the Custodian, and the transfer of INJ to and from liquidity providers normally takes place through the Custodian's Clearing Services and is directed by the Administrator and the Transfer Agent. The Sponsor has evaluated the procedures and internal controls of the Trust's Custodian and the Additional INJ Custodian to safeguard the Trust's INJ holdings, as well as the procedures and internal controls of the Trust's Administrator.
it is possible that, through computer or human error, or through theft or criminal action, the Trust's INJ could be transferred from the INJ Account or Clearing Account at the Custodian in incorrect amounts or to unauthorized third parties, or to incorrect destination addresses on the Injective Blockchain. Network.
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of Injective Network is decentralized and based on open participation by validators, delegators and community contributors. The Injective Network does not have a central authority that unilaterally determines or enforces network-wide decisions. Instead, protocol upgrades and parameter changes are implemented through on-chain proposals and validator voting, with outcomes determined by stake-weighted consensus. A lack of agreement among INJ holders or validators may affect the Injective Network's adaptability, technical progression or ability to address infrastructure challenges.
A lack of agreement among INJ holders or validators may affect the Injective Network's adaptability, technical progression or ability to address infrastructure challenges.
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Following the Merge, a hard fork of the ethereum network occurred, as certain Ethereum miners and network participants planned to maintain the proof-of-work consensus mechanism that was removed as part of the Merge. This version of the network was rebranded as "Ethereum Proof-of-Work."
Following the Merge, a hard fork of the ethereum network occurred, as certain Ethereum miners and network participants planned to maintain the proof-of-work consensus mechanism that was removed as part of the Merge. This version of the network was rebranded as "Ethereum may also occur as a network community's response to a significant security breach. For example, in July 2016, Ethereum "forked" into Ethereum and a new digital asset, Ethereum Classic, as a result of the ethereum network community's response to a significant security breach. In June 2016, an anonymous hacker exploited a smart contract running on the ethereum network to syphon approximately $60 million of ether held by The DAO, a distributed autonomous organization, into a segregated account. In response to the hack, most participants in the Ethereum community elected to adopt a "fork" that effectively reversed the hack. However, a minority of users continued to develop the original blockchain, referred to as "Ethereum Classic" with the digital asset on that blockchain now referred to as ETC. ETC now trades on several Digital asset trading platforms. A fork may also occur as a result of an unintentional or unanticipated software flaw in the various versions of otherwise compatible software that users run. Such a fork could lead to users and validators abandoning the digital asset with the flawed software. It is possible, however, that a substantial number of users and validators could adopt an incompatible version of the digital asset while resisting community-led efforts to merge the two chains. This could result in a permanent fork, as in the case of Ethereum and Ethereum Classic.
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of these events could therefore adversely impact the value of the Shares. As an illustrative 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.
may also be cloned. Unlike a fork, which modifies an existing blockchain, and results in two competing networks, each with the same genesis block, a "clone" is a copy of a protocol's codebase, but results in an entirely new blockchain and new genesis block. Tokens are created solely from the new "clone" network and, in contrast to forks, holders of tokens of the existing network that was cloned do not receive any tokens of the new network. A "clone" results in a competing network that has characteristics substantially similar to the network it was based on, subject to any changes as determined by the developer(s) that initiated the clone.
Tokens are created solely from the new "clone" network and, in contrast to forks, holders of tokens of the existing network that was cloned do not receive any tokens of the new network. A "clone" results in a competing network that has characteristics substantially similar to the network it was based on, subject to any changes as determined by the developer(s) that initiated the clone.
contentious fork of the Injective Network may also expose the Trust's staked INJ to penalties under the Injective Network's slashing module. A validator that runs competing versions of the Injective Network's software, or that signs blocks on more than one version of the network, may be treated as having signed two conflicting blocks at the same height, which is penalized conduct. See " Staked INJ Is Subject To Slashing, Jailing And Tombstoning Under The Injective Network's Slashing Module, And The Applicable Penalties May Be Changed By On-Chain Governance Without The Consent Of The Trust Or The Shareholders. " A hard fork may adversely affect the price of INJ at the time of announcement or adoption. For example, the announcement of a hard fork could lead to increased demand for the pre-fork digital asset, in anticipation that ownership of the pre-fork digital asset would entitle holders to a new digital asset following the fork. The increased demand for the pre-fork digital asset may cause the price of the digital asset to rise. After the hard fork, it is possible the aggregate price of the two versions of the digital asset running in parallel would be less than the price of the digital asset immediately prior to the fork. Furthermore, while the Trust would be entitled to both versions of the digital asset running in parallel, the Sponsor will, as permitted by the terms of the Trust Agreement, determine which version of the digital asset is generally accepted as the Injective Network and should therefore be considered the appropriate network for the Trust's purposes, and there is no guarantee that the Sponsor will choose the digital asset that is ultimately the most valuable fork.
of these events could therefore adversely impact the value of the Shares. As an illustrative 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. More recently, the proliferation of networks launched on forked or cloned codebases, such as the wave of OP Stack-based Layer 2 networks in 2023-2024 (e.g., Base and Zora) and new Cosmos SDK-based chains replicating features of incumbent protocols, has shown how copycat launches can fragment liquidity, divert developer resources, and pressure token pricing around launch, dynamics that could similarly affect INJ. These developments underscore the risk that future forks or clones related to 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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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's decision-making process involves evaluating various factors to ensure the best interests of the Trust and its beneficiaries are maintained. These factors 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 the Injective Network, users, service providers, businesses, staking providers, validators, node operators and other constituencies, as well as the actual continued acceptance of 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.
These factors 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 the Injective Network, users, service providers, businesses, staking providers, validators, node operators and other constituencies, as well as the actual continued acceptance of 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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time to time, digital assets may undergo name changes and associated rebranding initiatives. For example, Bitcoin Cash may sometimes be referred to as Bitcoin ABC in an effort to differentiate itself from any Bitcoin Cash hard forks, such as Bitcoin Satoshi's Vision, and in the third quarter of 2018, the team behind ZEN rebranded and changed the name of ZenCash to "Horizen."
time to time, digital assets may undergo name changes and associated rebranding initiatives. For example, Bitcoin Cash may sometimes be referred to as Bitcoin ABC in an effort to differentiate itself from any Bitcoin Cash hard forks, such as Bitcoin Satoshi's Vision, and in the third quarter of 2018, the team behind ZEN rebranded and changed the name of ZenCash to "Horizen." We cannot predict the impact of any name change and any associated rebranding initiative on INJ. After a name change and an associated rebranding initiative, a digital asset may not be able to achieve or maintain brand name recognition or status that is comparable to the recognition and status previously enjoyed by such digital asset. The failure of any name change and any associated rebranding initiative by a digital asset may result in such digital asset not realizing some or all of the anticipated benefits contemplated by the name change and associated rebranding initiative, and could negatively impact the value of INJ and the value of the Shares.
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attack" where, if a validator or colluding group were to control more than two-thirds of the total staked INJ, they could reach consensus unilaterally and manipulate the Injective Network. This includes the ability to censor transactions, finalize malicious blocks, or reverse previously attempt conflicting state commitments. Because CometBFT provides deterministic finality rather than probabilistic settlement, reversing finalized transactions cannot occur through coordinated reorganization of the ordinary chain Such reorganizations, but would require an attack could undermine trust in the Injective Network's security overt double-signing violation or an out-of-band state intervention, which would trigger automatic tombstoning and finality guarantees. jailing under the protocol's slashing module.
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a bad actor were to control at least 1/3 of the total staked INJ, it could prevent consensus finality for certain transactions, delaying or halting execution. Although such disruptions would likely be temporary, the actor could use its stake to degrade network performance or attempt to destabilize validator incentives. While protocol-level penalties such as slashing may disincentivize such behavior, enforcement depends on active governance and timely validator response. In the event that the Injective community fails to identify or override a malicious chain reorganization, reversing the effects of such actions may be difficult or impossible.
Additionally, a coordinated actor could flood the network with transactions to degrade throughput and reduce network efficiency.
a bad actor were to control at least 1/3 of the total staked INJ, it could prevent consensus finality for certain transactions, delaying or halting execution. Although such disruptions would likely be temporary, the actor could use its stake to degrade network performance or attempt to destabilize validator incentives. Protocol-level penalties, including jailing and slashing, apply automatically under the Injective Network's slashing module and do not require governance action, although the parameters governing those penalties are set by INJ holder governance and may be changed. As of September 15, 2026, the Slashing Parameters set the proportion of staked INJ forfeited upon an infraction at zero, so that the automatic consequence of an infraction was jailing and, in the case of double-signing, tombstoning, without economic forfeiture. The absence of an economic forfeiture may reduce the deterrent effect of these penalties against the conduct described above. Conduct that does not trigger those automatic penalties, including the accumulation of voting power sufficient to disrupt consensus, may be addressed only through validator and governance response, which may not be timely or effective.
example, in August 2020, the Ethereum Classic network was the target of two double-spend attacks by an unknown actor or actors that gained more than 50% of the processing power of the Ethereum Classic network. The attacks resulted in reorganizations of the Ethereum Classic blockchain that allowed the attacker or attackers to reverse previously recorded transactions in excess of $5.0 million and $1.0 million. Any similar attacks on the Injective Network could negatively impact the value of INJ and the value of the Shares.
Any similar attacks on the Injective Network could negatively impact the value of INJ and the value of the Shares.
addition, in May 2019, the Bitcoin Cash network experienced a 51% attack when two large mining pools reversed a series of transactions in order to stop an unknown miner from taking advantage of a flaw in a recent Bitcoin Cash protocol upgrade. Although this particular attack was arguably benevolent, the fact that such coordinated activity was able to occur may negatively impact perceptions of the Bitcoin Cash network. Although the two attacks described above took place on proof-of-work-based networks, it is possible that a similar attack may occur on the Injective Network, which could negatively impact the value of INJ and the value of the there are no known reports of malicious control of the Injective Network, if groups of coordinating or connected INJ holders that together have more than 66% of outstanding INJ, were to stake that INJ and run validators, they could exert authority over the validation of INJ transactions. This risk is heightened if over 66% of the validating power on the network falls within the jurisdiction of a single governmental authority. If network participants, including the core developers and the administrators of validating pools, do not act to ensure greater decentralization of INJ, the feasibility of a malicious actor obtaining control of the validating power on the Injective Network will increase, which may adversely affect the value INJ and the value of the Shares.
there are no known reports of malicious control of the Injective Network, if groups of coordinating or connected INJ holders that together have more than 66% of outstanding INJ, were to stake that INJ and run validators, they could exert authority over the validation of INJ transactions. This risk is heightened if over 66% of the validating power on the network falls within the jurisdiction of a single governmental authority. If network participants, including the core developers and the administrators of validating pools, do not act to ensure greater decentralization of INJ, the feasibility of a malicious actor obtaining control of the validating power on the Injective Network will increase, which may adversely affect the value INJ and the value of the Shares.
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These Premises May Be Incorrect Or May Become Incorrect Due To Technological Advances.
Technologies Are Based On Theoretical Conjectures As To The Impossibility Of Solving Certain Cryptographical Puzzles Quickly. These Premises May Be Incorrect Or May Become Incorrect Due To Technological Advances.
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Such speculation regarding the potential future appreciation in the value of INJ may cause the price of INJ to increase.
Price Of INJ On The INJ Market Has Exhibited Periods Of Extreme Volatility, Which Could Have A Negative Impact On The Performance Of price of INJ as determined by the INJ market has experienced periods of extreme volatility and may be influenced by a wide variety of factors. Speculators and investors who seek to profit from trading and holding INJ generate a significant portion of INJ demand. Such speculation regarding the potential future appreciation in the value of INJ may cause the price of INJ to increase.
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smart contracts also include administrative roles or privileged functions such as "admin keys" or emergency pause mechanisms. While intended for upgrades or crisis management, these features introduce centralized risk. If an administrator account is compromised or abused, it may result in unintended changes to protocol behavior, frozen assets or user harm.
While intended for upgrades or crisis management, these features introduce centralized risk. If an administrator account is compromised or abused, it may result in unintended changes to protocol behavior, frozen assets or user harm.
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May Suffer Losses Due To Staking, Or Staking May Prove Unattractive To Validators, Which Could Make the Injective Network Less Attractive.
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 in accordance with the Slashing Parameters then in effect under the Injective Network's slashing module, which may be changed by on-chain governance. proposals. As of September 15, 2026, the Slashing Parameters set the proportion of staked INJ forfeited upon both double-signing and downtime at zero.
Injective Network imposes a mandatory unbonding period for staked INJ, during which tokens cannot be transferred or withdrawn for up to a period of 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.
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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the Sponsor is not aware of any publicly reported slashing incident on the Injective Network that has affected a significant portion of validators since the network's inception, and although the Slashing Parameters set the proportion forfeited at zero as of September 15, 2026, staking activity comes with a risk of loss of INJ, including in the form of slashing penalties should those parameters be increased.
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.
INJ Is Subject To Slashing, Jailing And Tombstoning Under The Injective Network's Slashing Module, And The Applicable Penalties May Be Changed By On-Chain Governance Without The Consent Of The Trust Or The Shareholders.
Injective Network is a Cosmos SDK-based proof-of-stake blockchain and implements the Cosmos SDK slashing module. Two categories of validator conduct are penalized. The first is double-signing, which occurs when a validator signs two conflicting blocks at the same height. A validator that double-signs is jailed, is "tombstoned," meaning that it is permanently barred from rejoining the active validator set using the same consensus key, and may have a portion of the INJ staked with it forfeited. The second is downtime, which occurs when a validator fails to sign a required proportion of the blocks within a specified window. A validator that fails this liveness requirement is jailed and may have a portion of the INJ staked with it forfeited.
proportion forfeited in each case, the liveness threshold and the period of jailing are determined by the Slashing Parameters, which are set through Injective Network governance. As of September 15, 2026, the Slashing Parameters set the proportion forfeited at zero for double-signing and at zero for downtime. Accordingly, as of that date, the consequence of double-signing was jailing and tombstoning, and the consequence of downtime was jailing, in each case without forfeiture of any INJ staked with the penalized validator. INJ holder governance may increase either proportion at any time, and any increase would apply automatically to the Trust's staked INJ.
the Trust's INJ is delegated to validators operated by the Staking Provider, any such penalty applied to a validator to which the Trust's INJ has been delegated would be borne proportionately by the Trust and would reduce the amount of INJ held by the Trust and, accordingly, the NAV of the Trust and the value of the Shares. Even where no INJ is forfeited, jailing has adverse consequences for the Trust: the Trust earns no staking rewards on INJ delegated to a jailed validator for the duration of the jailing, and INJ that the Sponsor causes to be undelegated in response remains subject to the Injective Network's 21-day unbonding period, during which it earns no staking rewards and cannot be transferred or redelegated. Undelegating INJ does not eliminate exposure to slashing. Under the Cosmos SDK slashing module, INJ that is in the course of unbonding, and INJ that has been redelegated from one validator to another, remains subject to slashing in respect of infractions committed by the original validator while that INJ was bonded to it. Accordingly, the Trust could not avoid a slashing penalty by undelegating or redelegating after an infraction has occurred, and INJ undelegated in response to an infraction would remain at risk throughout the 21-day unbonding period. Neither the Trust's INJ nor any staking rewards are subject to the protections enjoyed by depositors with FDIC or SIPC member institutions, the liability of the Staking Provider and the Custodian to the Trust is limited, and the Staking Provider and the Custodian may lack the assets or insurance to support recovery of any losses incurred. Accordingly, there can be no guarantee that the Trust would recover any INJ forfeited through slashing or the value thereof.
slashing parameters described above are protocol parameters that are set and may be amended through Injective Network on-chain governance.
An increase in either penalty, a reduction in the liveness threshold, or the introduction of additional penalized conduct would apply automatically to the Trust's staked INJ. The Trust has no ability to prevent or opt out of any such change, and Shareholders will not receive notice of a change in these parameters before it takes effect. Although the Sponsor is not aware of any publicly reported slashing incident on the Injective Network that has affected a significant portion of validators since the network's inception, past experience is not indicative of future results and there can be no assurance that the Trust's staked INJ will not be subject to slashing in the future.
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Injective Network uses a gas-based fee model in which all users pay transaction fees in INJ. Fees vary depending on transaction complexity and execution conditions. including whether transactions are eligible for parallel processing. During periods of high network activity, gas fees may increase, potentially reducing participation in DeFi protocols, trading applications or other smart contract systems. This could affect user behavior, developer retention and validator revenue.
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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.
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 delegation unbonding period to remove staked assets from a that applies when staked state, INJ is undelegated, during which previously delegated the INJ is temporarily inaccessible and does not earn staking rewards. This affect affects when INJ becomes available for transfer. There is no limit on withdrawal of Accrued staking rewards earned from delegating may be withdrawn at any time and are not subject to a validator node the unbonding period, and delegated INJ begins earning rewards generally begin accruing in the moment assets are staked. next block after delegation.
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 the Cosmos SDK slashing meaning that module, under which staked INJ is subject to automatic penalties for validator misbehavior, such as double-signing or extended downtime. Those penalties consist of jailing, tombstoning in the case of double-signing, and forfeiture of a proportion of the staked INJ. As of September 15, 2026, the Slashing Parameters set the proportion forfeited at zero for both infractions, such that the automatic consequence of an infraction was jailing and, where applicable, tombstoning. There is no guarantee that the Slashing Parameters or other punitive mechanisms will not change in the future, Slashings occur when a validator attests and any increase would apply automatically to two different histories of the chain and penalties occur when a validator is offline for a prolonged period of time. Trust's staked INJ. In combination, they these mechanisms are intended to deter malicious validators from attacking blockchains and ensure to encourage consistent participation of validators to maintain network stability. While The Sponsor does not expect the activities may cause all or substantially all of the Staking Provider Trust's staked INJ 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 delegated to the Trust is limited, and the Staking Provider and the Custodian may lack the assets a single validator or insurance in order to support the recovery a small number of any losses incurred. Accordingly, there can be no guarantee that validators operated by the Trust Staking Provider. A jailing or slashing event affecting such a validator would recover any of its staked assets, therefore affect all or substantially all of the value thereof, if Trust's staked INJ rather than a portion of it. is subject to slashing or penalties.
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.
staking may result in adverse tax consequences for the Trust.
staking of the Trust's INJ is expected to result in the Trust's receipt of staking proceeds in the form of additional INJ.
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.
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 Staking Program. The Staking Provider will provide the hardware, software and services necessary for the Custodian to 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 staking rewards generated by the Staking Program. The Trust is dependent on the hardware, software and services of the Staking Provider to effectively execute the Staking Program.
Risk 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 Due To A value of the Shares relates dire ctly 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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NAV of the Shares of the Trust 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.
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.
NAV of the Shares of the Trust 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.
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digital asset networks, including the Injective Network, face significant scaling challenges due to the fact that public blockchains generally face a tradeoff between security and scalability. One means through which public blockchains achieve security is decentralization, meaning that no intermediary is responsible for securing and maintaining these systems. For example, a greater degree of decentralization generally means a given digital asset network is less susceptible to manipulation or capture. Achieving decentralization may mean that every single node on a given digital asset network is responsible for securing the system by processing every transaction and every single full node is responsible for maintaining a copy of the entire state of the network. However, this may involve tradeoffs from an efficiency perspective, and impose constraints on throughput. A digital asset network may be limited in the number of transactions it can process by the fact that all validators participate in validating in each block and the capabilities of each single fully participating node. Many developers are actively researching and testing scalability solutions for public blockchains that do not necessarily result in lower levels of security or decentralization, such as off-chain payment channels.
Many developers are actively researching and testing scalability solutions for public blockchains that do not necessarily result in lower levels of security or decentralization, such as off-chain payment channels. Off-chain payment channels would allow parties to transact without requiring the full processing power of a blockchain.
to Injective, the Injective Network achieves near-instant finality. with The Injective Network's mint module calculates the reward attributable to each block by reference to an assumed 63,072,000 blocks per year, equivalent to a block time interval of .64 0.50 seconds. Blocks are produced at a longer average interval than that assumption implies. Over the 5,000 blocks preceding September 15, 2026, the average observed interval between blocks was approximately 0.62 seconds. Because fewer blocks are produced in a year than the mint module assumes, the INJ actually issued over a given period is less than the nominal annualized issuance figure the mint module reports. The network is capable of 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.
growth in usage of the Injective Network outpaces improvements in throughput or execution efficiency, average gas fees and transaction settlement times may increase. Although the Injective Network leverages a Tendermint-based Tendermint (now known as CometBFT) based consensus mechanism to support fast finality, there is no guarantee that throughput will scale proportionally with network activity. Elevated gas fees or delayed finality could reduce the viability of use cases that depend on low latency and low cost, such as micropayments, arbitrage strategies or high-frequency market making.
transaction costs are based on a gas fee model that reflects transaction complexity. resource consumption and compatibility with parallel execution. During periods of network congestion or spikes in demand from specific decentralized applications, gas fees may rise, which could reduce demand for on-chain activity and impact the utility of INJ as a medium of exchange or transactional asset.
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Moreover, regulators or legislators may in the future introduce restrictions on MEV-related practices, which could affect validator behavior, protocol economics or network participation.
Any of these or other developments related to MEV may adversely affect the demand for INJ and the market value of the Shares.
significant reduction in the price of INJ could enable a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actions of the computers) to accumulate enough INJ that could be staked to obtain control of the Injective Network. See "Risk Factors-Risks Associated with INJ and the Injective Network." The Injective Network could be vulnerable to attacks on transaction finality and consensus processes, which could adversely affect an investment in the trust or the ability of the trust to operate. " ● Validators have historically accepted relatively low transaction confirmation fees on most digital asset networks. If validators demand higher transaction fees for recording transactions on the Injective Blockchain or a software upgrade automatically charges fees for all transactions on the Injective Network, the cost of using INJ may increase and the marketplace may be reluctant to accept INJ as a means of payment. Alternatively, validators could collude in an anti-competitive manner to reject low transaction fees on the Injective Network and force users to pay higher fees, thus reducing the attractiveness of the Injective Network. Higher transaction confirmation fees resulting through collusion or otherwise may adversely affect the attractiveness of the Injective Network, the value of INJ and the value of the Shares.
have historically accepted relatively low transaction confirmation fees on most digital asset networks. If validators demand higher transaction fees for recording transactions on the Injective Network or a software upgrade automatically charges fees for all transactions on the Injective Network, the cost of using INJ may increase and the marketplace may be reluctant to accept INJ as a means of payment. Alternatively, validators could collude in an anti-competitive manner to reject low transaction fees on the Injective Network and force users to pay higher fees, thus reducing the attractiveness of the Injective Network. Higher transaction confirmation fees resulting through collusion or otherwise may adversely affect the attractiveness of the Injective Network, the value of INJ and the value of the Shares.
the extent that any validators cease to record transactions that do not include the payment of a transaction fee in blocks or do not record a transaction because the transaction fee is too low, such transactions will not be recorded on the Injective Blockchain Network until a block is validated by a validator who does not require the payment of transaction fees or is willing to accept a lower fee. Any widespread delays or disruptions in the recording of transactions could result in a loss of confidence in the Injective Network and could prevent the Trust from completing transactions associated with the day-to-day operations of the Trust, including creations and redemptions of the Shares in exchange for INJ with the course of ordering transactions and validating blocks, validators may be able to prioritize certain transactions in return for increased transaction fees, an incentive system known as "Maximal Extractable Value" or MEV. For example, in blockchain networks that support DeFi protocols, such as the Injective Network, users may attempt to gain execution priority by offering higher transaction fees. Certain off-chain coordination solutions, such as Flashbots and similar tooling, have been developed to facilitate the extraction of MEV by validators. The MEV incentive structure may result in increased gas fees on the Injective Network, particularly during periods of high DeFi activity, which could reduce accessibility and discourage transaction volume. In addition, some users or stakeholders may view MEV as unfair manipulation of decentralized infrastructure, potentially deterring adoption of DeFi protocols or broader usage of the Injective Network. Authorized Participants.
the course of ordering transactions and validating blocks, validators may be able to prioritize certain transactions in return for increased transaction fees, an incentive system known as "Maximal Extractable Value" or MEV. For example, in blockchain networks that support DeFi protocols, such as the Injective Network, users may attempt to gain execution priority by offering higher transaction fees. Certain off-chain coordination solutions, such as Flashbots and similar tooling, have been developed to facilitate the extraction of MEV by validators. The MEV incentive structure may result in increased gas fees on the Injective Network, particularly during periods of high DeFi activity, which could reduce accessibility and discourage transaction volume. In addition, some users or stakeholders may view MEV as unfair manipulation of decentralized infrastructure, potentially deterring adoption of DeFi protocols or broader usage of the Injective Network. Moreover, regulators or legislators may in the future introduce restrictions on MEV-related practices, which could affect validator behavior, protocol economics or network participation. Any of these or other developments related to MEV may adversely affect the demand for INJ and the market value of the Shares.
To The Unregulated Nature And Lack Of Transparency Surrounding The Operations Of INJ Trading Platforms, They May Experience Fraud, Manipulation, Security Failures Or Operational Problems, Which May Adversely Affect The Value Of INJ And, Consequently, The Value Of The Shares.
To The Unregulated Nature And Lack Of Transparency Surrounding The Operations Of INJ Trading Platforms, They May Experience Fraud, Manipulation, Security Failures Or Operational Problems, Which May Adversely Affect The Value Of INJ And, Consequently, The Value asset trading platforms are relatively new and, in some cases, unregulated. Many operate outside the United States. Furthermore, while many prominent digital asset trading platforms provide the public with significant information regarding their ownership structure, management teams, corporate practices and regulatory compliance, many digital asset trading platforms do not provide this information. Digital asset trading platforms may not be subject to, or may not comply with, regulation in a similar manner as other regulated trading platforms, such as national securities exchanges or designated contract markets. As a result, the marketplace may lose confidence in digital asset trading platforms, including prominent trading platforms that handle a significant volume of INJ trading.
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August 2017, it was reported that a trader or group of traders nicknamed "Spoofy" was placing large orders on Bitfinex without actually executing them, presumably in order to influence other investors into buying or selling by creating a false appearance that greater demand existed in the market. In December 2017, an anonymous blogger (publishing under the pseudonym Bitfinex'd) cited publicly available trading data to support his or her claim that a trading bot nicknamed "Picasso" was pursuing a paint-the-tape-style manipulation strategy by buying and selling bitcoin and bitcoin cash between affiliated accounts in order to create the appearance of substantial trading activity and thereby influence the price of such assets. Although bitcoin and INJ are different assets, INJ prices may be subject to similar activity. Even in the United States, there have been allegations of wash trading even on regulated venues. Any actual or perceived false trading in the digital asset exchange market, and any other fraudulent or manipulative acts and practices, could adversely affect the value of digital assets and/or negatively affect the market perception of digital assets.
Any actual or perceived false trading in the digital asset exchange market, and any other fraudulent or manipulative acts and practices, could adversely affect the value of digital assets and/or negatively affect the market perception of digital assets.
INJ market globally and in the United States is not subject to comparable regulatory guardrails as exist in regulated securities markets. Furthermore, many INJ trading venues lack certain safeguards put in place by exchanges for more traditional assets to enhance the stability of trading on the exchanges and prevent "flash crashes," such as limit-down circuit breakers.
Furthermore, many INJ trading venues lack certain safeguards put in place by exchanges for more traditional assets to enhance the stability of trading on the exchanges and prevent "flash crashes," such as limit-down circuit breakers. As a result, the prices of INJ on trading venues may be subject to larger and/or more frequent sudden declines than assets traded on more traditional exchanges.
As a result, the prices of INJ on trading venues may be subject to larger and/or more frequent sudden declines than assets traded on more traditional exchanges. Tools to detect and deter fraudulent or manipulative trading activities such as market manipulation, front-running of trades, and wash trading may not be available to or employed by digital asset trading platforms, or may not exist at all.
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SEC has identified possible sources of fraud and manipulation in the INJ market generally, including, among others (1) "wash trading";
SEC has identified possible sources of fraud and manipulation in the INJ market generally, including, among others (1) "wash trading"; (2) persons with a dominant position in INJ manipulating INJ pricing; (3) hacking of the Injective Network and trading platforms; (4) malicious control of the Injective Network; (5) trading based on material, non-public information (for example, plans of market participants to significantly increase or decrease their holdings in INJ, new sources of demand for INJ) or based on the dissemination of false and misleading information; (6) manipulative activity involving purported "stablecoins," including Tether (for more information, see " Risk Factors-Risk Factors Related Factors-Related to Digital Assets-Prices Assets, Prices of INJ may be affected due to stablecoins (including Tether and US Dollar Coin ("USDC")), the activities of stablecoin issuers and their regulatory treatment "); and (7) fraud and manipulation at INJ trading platforms. The effect of potential market manipulation, front-running, wash trading, and other fraudulent or manipulative trading practices may inflate the volumes actually present in crypto market and/or cause distortions in price, which could adversely affect the Trust or cause losses to the past several years, some digital asset trading platforms have been closed due to fraud and manipulative activity, business failure or security breaches. In many of these instances, the customers of such digital asset trading platforms were not compensated or made whole for the partial or complete losses of their account balances in such digital asset trading platforms. While, generally speaking, smaller digital asset trading platforms are less likely to have the infrastructure and capitalization that make larger digital asset trading platforms more stable, larger digital asset trading platforms are more likely to be appealing targets for hackers and malware and their shortcomings or ultimate failures are more likely to have contagion effects on the digital asset ecosystem, and may be more likely to be targets of regulatory enforcement action. For example, the collapse of Mt. Gox, which filed for bankruptcy protection in Japan in late February 2014, demonstrated that even the largest digital asset trading platforms could be subject to abrupt failure with consequences for both users of digital asset exchanges and the digital asset industry as a whole. In particular, in the two weeks that followed the February 7, 2014 halt of bitcoin withdrawals from Mt. Gox, the value of one bitcoin fell on other trading platforms from around $795 on February 6, 2014 to $578 on February 20, 2014. Additionally, in January 2015, Bitstamp announced that approximately 19,000 bitcoin had been stolen from its operational or "hot" wallets. Further, in August 2016, it was reported that almost 120,000 bitcoins worth around $78 million were stolen from Bitfinex. Shareholders.
the past several years, some digital asset trading platforms have been closed due to fraud and manipulative activity, business failure or security breaches. In many of these instances, the customers of such digital asset trading platforms were not compensated or made whole for the partial or complete losses of their account balances in such digital asset trading platforms. While, generally speaking, smaller digital asset trading platforms are less likely to have the infrastructure and capitalization that make larger digital asset trading platforms more stable, larger digital asset trading platforms are more likely to be appealing targets for hackers and malware and their shortcomings or ultimate failures are more likely to have contagion effects on the digital asset ecosystem, and may be more likely to be targets of regulatory enforcement action. For example, the collapse of Mt. Gox, which filed for bankruptcy protection in Japan in late February 2014, demonstrated that even the largest digital asset trading platforms could be subject to abrupt failure with consequences for both users of digital asset exchanges and the digital asset industry as a whole. In particular, in the two weeks that followed the February 7, 2014 halt of bitcoin withdrawals from Mt. Gox, the value of one bitcoin fell on other trading platforms from around $795 on February 6, 2014 to $578 on February 20, 2014. Additionally, in January 2015, Bitstamp announced that approximately 19,000 bitcoin had been stolen from its operational or "hot" wallets. Further, in August 2016, it was reported that almost 120,000 bitcoins worth around $78 million were stolen from Bitfinex. The value of bitcoin and other digital assets immediately decreased over 10% following reports of the theft at Bitfinex. In July 2017, FinCEN assessed a $110 million fine against BTC-E, a now defunct digital asset trading platform, for facilitating crimes such as drug sales and ransomware attacks. In addition, in December 2017, Yapian, the operator of Seoul-based cryptocurrency trading platform Youbit, suspended digital asset trading and filed for bankruptcy following a hack that resulted in a loss of 17% of Yapian's assets. Following the hack, Youbit users were allowed to withdraw approximately 75% of the digital assets in their platform accounts, with any potential further distributions to be made following Yapian's pending bankruptcy proceedings. In addition, in January 2018, the Japanese digital asset trading platform, Coincheck, was hacked, resulting in losses of approximately $535 million, and in February 2018, the Italian digital asset trading platform, Bitgrail, was hacked, resulting in approximately $170 million in losses. In May 2019, one of the world's largest digital asset trading platform, Binance, was hacked, resulting in losses of approximately $40 million. In November 2022, FTX Trading Ltd. ("FTX"), one of the largest digital asset trading platform 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. 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. Around the same time, there were reports that approximately $300-600 million of digital assets were removed from FTX and the full facts remain unknown, including whether such removal was the result of a hack, theft, insider activity, or other improper behavior.
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. Trust.
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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the Trust does not invest in and will not hold stablecoins, it may nonetheless be exposed to risks that stablecoins pose for the INJ market and other digital asset markets. Stablecoins are digital assets designed to have a stable value over time as compared to typically volatile digital assets, and are typically marketed as being pegged to a fiat currency, such as the U.S. dollar, at a certain value. Although the prices of stablecoins are intended to be stable, their market value may fluctuate. This volatility has in the past apparently impacted the price of INJ. Stablecoins are a relatively new phenomenon, and it is impossible to know all of the risks that they could pose to participants in the INJ market. In addition, some have argued that some stablecoins, particularly Tether, are improperly issued without sufficient backing in a way that, when the stablecoin is used to pay for INJ, could cause artificial rather than genuine demand for INJ, artificially inflating the price of INJ, and also argue that those associated with certain stablecoins may be involved in laundering money. On February 17, 2021 the New York Attorney General entered into an agreement with Tether's operators, including Bitfinex, requiring them to cease any further trading activity with New York persons and pay $18.5 million in penalties for false and misleading statements made regarding the assets backing Tether.
Although the prices of stablecoins are intended to be stable, their market value may fluctuate. This volatility has in the past apparently impacted the price of INJ. Stablecoins are a relatively new phenomenon, and it is impossible to know all of the risks that they could pose to participants in the INJ market. In addition, some have argued that some stablecoins, particularly Tether, are improperly issued without sufficient backing in a way that, when the stablecoin is used to pay for INJ, could cause artificial rather than genuine demand for INJ, artificially inflating the price of INJ, and also argue that those associated with certain stablecoins may be involved in laundering money. On February 17, 2021 the New York Attorney General entered into an agreement with Tether's operators, including Bitfinex, requiring them to cease any further trading activity with New York persons and pay $18.5 million in penalties for false and misleading statements made regarding the assets backing Tether. On October 15, 2021, the CFTC announced a settlement with Tether's operators, Tether Holdings Limited, Tether Operations Limited, Tether Limited, and Tether International Limited, in which they agreed to pay $42.5 million in fines to settle charges that, among others, Tether's claims that it maintained sufficient U.S. dollar reserves to back every Tether stablecoin in circulation with the "equivalent amount of corresponding fiat currency" held by Tether were untrue.
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is a reserve-backed stablecoin issued by Circle Internet Financial that is commonly used as a method of payment in digital asset markets.
is a reserve-backed stablecoin issued by Circle Internet Financial that is commonly used as a method of payment in digital asset markets. While USDC is designed to maintain a stable value at one (1) U.S. dollar at all times, on March 10, 2023, the value of USDC fell below $1.00 for multiple days after Circle Internet Financial disclosed that US $3.3 billion of the USDC reserves were held at Silicon Valley Bank, which had entered Federal Deposit Insurance Corporation ("FDIC") receivership earlier that day. Stablecoins are reliant on the U.S. banking system and U.S. treasuries, and the failure of either to function normally could impede the function of stablecoins, and therefore could adversely affect the value of the Shares.
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addition, some digital asset networks, including the Injective Network, may be the target of ill will from users of other digital asset networks. For example, in July 2016, the Solana Ethereum network underwent a contentious hard fork that resulted in the creation of a new digital asset network called Solana Ethereum Classic. As a result, some users of the Solana Ethereum Classic network may harbor ill will toward the Solana Ethereum network. If something similar were to occur with respect to the Injective Network, its users may attempt to negatively impact the use or adoption of the Injective Network.
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 and the NAV.
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 and the NAV.
Of Funds That Hold Digital Assets To Receive SEC Approval To List Their Shares On Exchanges Could Adversely Affect The Value Of have been a growing a number of attempts to list on national securities exchanges The Shares. of funds that hold digital assets.
have been a growing a number of attempts to list on national securities exchanges the shares of funds that hold digital assets. These investment vehicles attempt to provide institutional and retail investors exposure to markets for digital assets and related products.
These investment vehicles attempt to provide institutional and retail investors exposure to markets for digital assets and related products. The exchange listing of shares of digital asset funds would create more opportunities for institutional and retail investors to invest in the digital asset market. However, the SEC has repeatedly denied such requests. If exchange-listing requests continue to be denied by the SEC, increased investment interest by institutional or retail investors could fail to materialize, which could reduce the demand for digital assets generally and therefore adversely affect the value of the Shares.
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in INJ and, consequently, the Trust, is speculative. The price of INJ is volatile, and market movements of INJ are difficult to predict.
in INJ and, consequently, the Trust, is speculative. The price of INJ is volatile, and market movements of INJ are difficult to predict. Supply and demand changes rapidly are affected by a variety of factors, including regulation and general economic trends, such as interest rates, availability of credit, credit defaults, inflation rates and economic uncertainty. All investments made by the Trust will risk the loss of capital. Therefore, an investment in the Trust involves a high degree of risk, including the risk that the entire amount invested may be lost. No guarantee or representation is made that the Trust's investment program will be successful, that the Trust will achieve its investment objectives or that there will be any return of capital invested to investors in the Trust, and investment results may vary.
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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.
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.
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Participants may take long or short positions in INJ for hedging or other purposes and in some cases those positions may be substantial relative to the INJ market as a whole. Authorized Participants', or an Authorized Participant Designee's, purchase of INJ in connection with Basket creation orders may cause the price of INJ to increase, which will result in higher prices for the Shares. Increases in the INJ prices may also occur as a result of INJ purchases by other market participants who attempt to benefit from an increase in the market price of INJ when baskets are created. The market price of INJ may therefore decline immediately after Baskets are created.
Increases in the INJ prices may also occur as a result of INJ purchases by other market participants who attempt to benefit from an increase in the market price of INJ when baskets are created. The market price of INJ may therefore decline immediately after Baskets are created.
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If the price of INJ declines, the trading price of the Shares will generally also decline.
addition to the effect that purchases and sales of INJ by Authorized Participants, or their Authorized Participant Designee, may have on the price of INJ, sales and purchases of INJ by similar investment vehicles (if developed) could impact the price of INJ. If the price of INJ declines, the trading price of the Shares will generally also decline.
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To the extent Authorized Participants and market makers are unable to hedge their exposure due to market conditions (e.g., insufficient INJ liquidity in the market, inability to locate an appropriate hedge counterparty, extreme volatility in the price of INJ, wide spreads between prices quoted on different INJ trading platforms, the closing of INJ trading platforms due to fraud, failures, security breaches or otherwise etc.), such conditions may make it difficult to purchase or redeem Baskets or cause them to not create or redeem Baskets. In addition, the hedging mechanisms employed by Authorized Participants and market makers to hedge their exposure to INJ may not function as intended, which may make it more difficult for them to enter into such transactions. Such events could negatively impact the market price of Shares and the spread at which Shares trade on the open market transactions intended to keep the price of Shares closely linked to the price of INJ may be problematic if the process for the creation and redemption of Baskets encounters difficulties, which may adversely affect an investment in the Shares.
In addition, the hedging mechanisms employed by Authorized Participants and market makers to hedge their exposure to INJ may not function as intended, which may make it more difficult for them to enter into such transactions. Such events could negatively impact the market price of Shares and the spread at which Shares trade on the open market transactions intended to keep the price of Shares closely linked to the price of INJ may be problematic if the process for the creation and redemption of Baskets encounters difficulties, which may adversely affect an investment in the Shares.
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Furthermore, in the event that the market for INJ should become relatively illiquid and thereby materially restrict opportunities for arbitraging by delivering INJ in return for Baskets, the price of Shares may diverge from the price of INJ.
in the case of a network outage or other problems affecting the Injective Network, the processing of transactions on the Injective Network may be disrupted, which in turn may prevent INJ Trading Counterparties from depositing or withdrawing INJ from their custody accounts, which in turn could affect the creation or redemption of Baskets. If this is the case, the liquidity of the Shares may decline and the price of the Shares may fluctuate independently of the price of INJ and may fall or otherwise diverge from NAV. Furthermore, in the event that the market for INJ should become relatively illiquid and thereby materially restrict opportunities for arbitraging by delivering INJ in return for Baskets, the price of Shares may diverge from the price of INJ.
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an Authorized Participant may engage in creation or redemption transactions directly with the Trust. Some or all of the Trust's Authorized Participants are expected to serve as authorized participants or market makers for one or more exchange-traded INJ products that compete with the Trust. This may make it more difficult to engage or retain Authorized Participants for the Trust.
an Authorized Participant may engage in creation or redemption transactions directly with the Trust. Some or all of the Trust's Authorized Participants are expected to serve as authorized participants or market makers for one or more exchange-traded INJ products that compete with the Trust. This may make it more difficult to engage or retain Authorized Participants for the Trust. Furthermore, because there is no obligation on the part of the Authorized Participants to engage in creation and redemption or market making activities with respect to the Trust's Shares, decisions by the Authorized Participants to not engage with the Trust or its Shares may result in a decline in the liquidity of the Shares and the price of the Shares may fluctuate independently of the price of Trust's INJ (i.e., at a greater premium or discount to the Trust's NAV).
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breaches, cyber-attacks, computer malware and computer hacking attacks have been a prevalent concern in relation to digital assets.
access to the Trust's INJ could be restricted by natural events (such as an earthquake or flood) or human actions (such as a terrorist attack). The Sponsor has evaluated the security procedures in place for safeguarding the Trust's INJ. Nevertheless, the security procedures cannot guarantee the prevention of any loss due to a security breach, software defect or act of God that may be borne by the Trust.
breaches, cyber-attacks, computer malware and computer hacking attacks have been a prevalent concern in relation to digital assets. Multiple thefts of INJ and other digital assets from other holders have occurred in the past. Because of the pseudonymous nature of the Injective Network, thefts can be difficult to trace, which may make INJ a particularly attractive target for theft. Cyber security failures or breaches of one or more of the Trust's service providers (including, but not limited to, the Benchmark Provider, the Transfer Agent, the Marketing Agent, the Administrator, or the Custodian) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs.
Trust and its service providers' use of internet, technology and information systems (including mobile devices and cloud-based service offerings) may expose the Trust to potential risks linked to cyber-security breaches of those technological or information systems.
Trust and its service providers' use of internet, technology and information systems (including mobile devices and cloud-based service offerings) may expose the Trust to potential risks linked to cyber-security breaches of those technological or information systems. The Sponsor believes that the Trust's INJ held in the Trust's account with the Custodian will be an appealing target to hackers or malware distributors seeking to destroy, damage or steal the Trust's INJ or private keys and will only become more appealing as the Trust's assets grow. While the Trust, the Sponsor and the Custodian have implemented procedures to identify and or stop new security threats and expect to adapt to technological changes in the digital asset industry, to the extent such efforts are unsuccessful the Trust's INJ may be subject to theft, loss, destruction or other attack.
access to the Trust's INJ could be restricted by natural events (such as an earthquake or flood) or human actions (such as a terrorist attack). The Sponsor has evaluated the security procedures in place for safeguarding the Trust's INJ. Nevertheless, the security procedures cannot guarantee the prevention of any loss due to a security breach, software defect or act of God that may be borne by the security procedures and operational infrastructure may be breached due to the actions of outside parties, error or malfeasance of an employee of the Sponsor, the Custodian, or otherwise, and, as a result, an unauthorized party may obtain access to the Trust's account with the Custodian, the private keys (and therefore INJ) or other data of the Trust. Additionally, outside parties may attempt to fraudulently induce employees of the Sponsor, the Custodian, or the Trust's other service providers to disclose sensitive information in order to gain access to the Trust's infrastructure. As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, or may be designed to remain dormant until a predetermined event and often are not recognized until launched against a target, the Sponsor and the Custodian may be unable to anticipate these techniques or implement adequate preventative measures.
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the Sponsor and the Trust's service providers have established business continuity plans and systems that they respectively believe are reasonably designed to prevent cyber-attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have not been, or cannot be, identified. Service providers may have limited indemnification obligations to the Trust, which could be negatively impacted as a result, see "Liability and Indemnification" and "Material the Trust's holdings of INJ are lost, stolen or destroyed under circumstances rendering a party liable to the Trust, the responsible party may not have the financial resources sufficient to satisfy the Trust's claim. For example, as to a particular event of loss, the only source of recovery for the Trust may be limited to the relevant custodian or, to the extent identifiable, other responsible third parties (for example, a thief or terrorist), any of which may not have the financial resources (including liability insurance coverage) to satisfy a valid claim of the Trust. Similarly, as noted Contracts" below. the Trust's Custodian has limited liability to the Trust, which could adversely affect the Trust's ability to seek recovery from them, even when the Custodian's actions or failure to act are the cause of the Trust's loss.
the Trust's holdings of INJ are lost, stolen or destroyed under circumstances rendering a party liable to the Trust, the responsible party may not have the financial resources sufficient to satisfy the Trust's claim. For example, as to a particular event of loss, the only source of recovery for the Trust may be limited to the relevant custodian or, to the extent identifiable, other responsible third parties (for example, a thief or terrorist), any of which may not have the financial resources (including liability insurance coverage) to satisfy a valid claim of the Trust. Similarly, as noted below, the Trust's Custodian has limited liability to the Trust, which could adversely affect the Trust's ability to seek recovery from them, even when the Custodian's actions or failure to act are the cause of the Trust's loss.
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As a result, the Trust could suffer losses.
Cash Custodian is necessary to facilitate the creation and redemption of Baskets (in exchange for cash subscriptions by Authorized Participants, or in exchange for redemptions of Shares by Authorized Participants), and other cash movements, including in connection with the purchase of INJ by the Sponsor to effectuate subscriptions for cash and the selling of INJ to effect redemptions for cash and, to the extent applicable, other Trust expenses, and in extraordinary circumstances, to effect the liquidation of the Trust's INJ. The Trust relies on the Cash Custodian to hold any cash related to the purchase or sale of INJ. To the extent that the Trust or Sponsor face difficulty establishing or maintaining banking relationships, the loss of the Trust's banking partners, including the Cash Custodian, or the imposition of operational restrictions by these banking partners and the inability of the Trust to utilize other financial institutions may result in a disruption of creation and redemption activity of the Trust, or cause other operational disruptions or adverse effects for the Trust. In the future, it is possible that the Trust could be unable to establish accounts at new banking partners, or that the banks with which the Trust is able to establish relationships may not be as large or well-capitalized or subject to the same degree of prudential supervision as the existing providers.
In the future, it is possible that the Trust could be unable to establish accounts at new banking partners, or that the banks with which the Trust is able to establish relationships may not be as large or well-capitalized or subject to the same degree of prudential supervision as the existing providers.
Trust could also suffer losses in the event that a bank in which the Trust holds customer cash, including the Cash Custodian, fails, becomes insolvent, enters receivership, is taken over by regulators, enters financial distress, or otherwise suffers adverse effects to its financial condition or operational status. Recently, some banks have experienced financial distress. If the Cash Custodian were to experience financial distress or its financial condition is otherwise affected, the Cash Custodian's ability to provide services to the Trust could be affected. Moreover, the future failure of the Cash Custodian or other bank at which the Trust maintains cash could result in losses to the Trust, to the extent the balances are not covered by deposit insurance. As a result, the Trust could suffer losses.
5 unchanged paragraphs
can be no assurance that the Trust will achieve its investment objectives. Prospective investors should read this entire Prospectus and consult with their own advisers before subscribing for Shares. Factors that may affect the Trust's ability to meet its investment objectives include: (1) Authorized Participants' ability to purchase and sell INJ in an efficient manner to effectuate creation and redemption orders; (2) transaction fees associated with the Injective Network; (3) the INJ market becoming illiquid or disrupted; (4) the need to conform the Trust's portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements; (5) early or unanticipated closings of the markets on which INJ trades, resulting in the inability of Authorized Participants to execute intended portfolio transactions; and (6) accounting standards.
(4) the need to conform the Trust's portfolio holdings to comply with investment restrictions or policies or regulatory or tax law requirements; (5) early or unanticipated closings of the markets on which INJ trades, resulting in the inability of Authorized Participants to execute intended portfolio transactions; and (6) accounting standards.
8 unchanged paragraphs
Sponsor may not be able to find a party willing to serve as the custodian under the same terms as the current Custodial Services Agreement. To the extent that Sponsor is not able to find a suitable party willing to serve as the custodian, the Sponsor may be required to terminate the Trust and liquidate the Trust's INJ.
To the extent that Sponsor is not able to find a suitable party willing to serve as the custodian, the Sponsor may be required to terminate the Trust and liquidate the Trust's INJ.
3 unchanged paragraphs
calculation agent also has limited liability, impairing the ability of the Trust to recover losses relating to the calculation of the Pricing Benchmark.
calculation agent also has limited liability, impairing the ability of the Trust to recover losses relating to the calculation of the value of the Shares will be adversely affected if the Trust is required to indemnify the Sponsor, the Trustee, the Transfer Agent or the Custodian.
8 unchanged paragraphs
risk is present in traditional financial markets and is not unique to INJ. If such employees or others affiliated with the Sponsor engage in illegal conduct or conduct which fails to meet applicable regulatory standards, the Sponsor and its affiliates could be the target of civil or criminal fines, penalties, punishments, or other regulatory sanctions or lawsuits or could be the target of an investigation. Any of these outcomes could cause the Trust and Shareholders to suffer harm.
Any of these outcomes could cause the Trust and Shareholders to suffer harm.
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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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The Benchmark Provider does not have any obligation to take into consideration the needs of the Trust, the Shareholders, or anyone else in connection with such changes. There is no guarantee that the methodology currently used in calculating the Pricing Benchmark will appropriately track the price of INJ in the future. The Benchmark Provider does not have any obligation to take into consideration the needs of the Trust or the Shareholders in determining, composing, or calculating the Pricing Benchmark or in the selection of the Constituent Platforms used. The Constituent Platforms are chosen by the Benchmark Provider.
Pricing Benchmark was launched on ________. The Pricing Benchmark has a limited history and its value is an average composite reference rate calculated using volume-weighted trading price data from the Constituent Platforms. A longer history of actual performance through various economic and market conditions would provide greater and more reliable information for an investor to assess Pricing Benchmark's performance. The Benchmark Provider has substantial discretion at any time to change the methodology used to calculate the Pricing Benchmark, including the Constituent Platforms that contribute prices to the Trust's NAV. The Benchmark Provider does not have any obligation to take into consideration the needs of the Trust, the Shareholders, or anyone else in connection with such changes. There is no guarantee that the methodology currently used in calculating the Pricing Benchmark will appropriately track the price of INJ in the future. The Benchmark Provider does not have any obligation to take into consideration the needs of the Trust or the Shareholders in determining, composing, or calculating the Pricing Benchmark or in the selection of the Constituent Platforms used. The Constituent Platforms are chosen by the Benchmark Provider.
the Pricing Benchmark is intended 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 Pricing Benchmark price. Moreover, there may be variances in the price of INJ on the various Constituent Platforms, including as a result of differences in fee structures or administrative procedures on different Constituent Platforms. While the Pricing Benchmark provides a U.S. dollar-denominated price of INJ based on the volume-weighted price of INJ on certain Constituent Platforms, at any given time, the prices on each such Constituent Platform may not be equal to the price of INJ as represented by the Pricing Benchmark. It is possible that the price of INJ on the Constituent Platforms could be materially higher or lower than the Pricing Benchmark price. To the extent the Pricing Benchmark price differs materially from the actual prices available on a Constituent Platform, or from the global market price of INJ, the price of the Shares may no longer track, whether temporarily or over time, the global market price of INJ, which could adversely affect an investment in the Trust by reducing investors' confidence in the Shares' ability to track the market price of INJ. To the extent such prices differ materially from the Pricing Benchmark price, investors may lose confidence in the Shares' ability to track the market price of INJ, which could adversely affect the value of the Shares.
It is possible that the price of INJ on the Constituent Platforms could be materially higher or lower than the Pricing Benchmark price.
To the extent the Pricing Benchmark price differs materially from the actual prices available on a Constituent Platform, or from the global market price of INJ, the price of the Shares may no longer track, whether temporarily or over time, the global market price of INJ, which could adversely affect an investment in the Trust by reducing investors' confidence in the Shares' ability to track the market price of INJ. To the extent such prices differ materially from the Pricing Benchmark price, investors may lose confidence in the Shares' ability to track the market price of INJ, which could adversely affect the value of the Shares.
1 unchanged paragraph
Pricing Benchmark is based on various inputs which may include price data from various third-party digital asset trading platforms.
Pricing Benchmark is based on various inputs which may include price data from various third-party digital asset trading platforms. The Benchmark Provider does not guarantee the validity of any of these inputs, which may be subject to technological error, manipulative activity, or fraudulent reporting from their initial source.
3 unchanged paragraphs
The Sponsor does not anticipate that the need to "fair value" INJ will be a common occurrence.
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and 180 more changes in the filing
Plan of distribution 86 changes
Buying and Selling Shares
Authorized Participants
The offering of Baskets
By executing an Authorized
Dealers who are neither
While the Authorized
Participants may be indemnified by the Sponsor, they will not be entitled to receive a discount or commission from the Trust or The Sponsor for their purchases of Baskets.
Selling Shareholders
Selling shareholders
investors buy and sell Shares of the Trust in secondary market transactions through brokers. Shares trade on the Exchange under the ticker symbol "INJS." Shares are bought and sold throughout the trading day like other publicly traded securities. When buying or selling Shares through a broker, most investors incur customary brokerage commissions and charges. Shareholders are encouraged to review the terms of their brokerage account for details on applicable charges.
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. Authorized Participants pay a transaction fee for each order they place to create or redeem one or more Baskets.
offering of Baskets is being made in compliance with Rule 2310 of the FINRA Rules. Accordingly, Authorized Participants will not make any sales to any account over which they have discretionary authority without the prior written approval of a purchaser of Shares.
per share price of Shares offered in Baskets on any subsequent day will be the total NAV of the Trust calculated shortly after the close of the Exchange on that day divided by the number of issued and outstanding Shares of the Trust. An Authorized Participant is not required to sell any specific number or dollar amount of Shares.
executing an Authorized Participant Agreement, an Authorized Participant becomes part of the group of parties eligible to purchase Baskets from, and put Baskets for redemption to, the Trust. An Authorized Participant is under no obligation to create or redeem baskets or to offer to the public Shares of any Baskets it does create.
new Shares can be created and issued on an ongoing basis, at any point during the life of the Trust, a "distribution," as such term is used in the 1933 Act, will be occurring. Authorized Participants, other broker-dealers and other persons are cautioned that some of their activities may result in their being deemed participants in a distribution in a manner that would render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the 1933 Act. For example, the initial Authorized Participant will be a statutory underwriter with respect to the initial purchase of Baskets and the Seed Capital Investor will be a statutory underwriter with respect to the Seed Basket. Any purchaser who purchases Shares with a view towards distribution of such Shares may be deemed to be a statutory underwriter. In addition, an Authorized Participant, other broker-dealer firm or its client will be deemed a statutory underwriter if it purchases a basket from the Trust, breaks the basket down into the constituent Shares and sells the Shares to its customers; or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for the Shares. In contrast, Authorized Participants may engage in secondary market or other transactions in Shares that would not be deemed "underwriting." For example, an Authorized Participant may act in the capacity of a broker or dealer with respect to Shares that were previously distributed by other Authorized Participants. A determination of whether a particular market participant is an underwriter must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that would lead to designation as an underwriter and subject them to the prospectus-delivery and liability provisions of the 1933 Act.
who are neither Authorized Participants nor "underwriters" but are nonetheless participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with Shares that are part of an "unsold allotment" within the meaning of Section 4(a)(3)(C) of the 1933 Act, would be unable to take advantage of the prospectus-delivery exemption provided by Section 4(a)(3) of the 1933 Act. Authorized Participants may be indemnified by the Sponsor, they will not be entitled to receive a discount or commission from the Trust or The Sponsor for their purchases of Baskets.
of the date of this Prospectus, Jane Street Capital, Virtu Americas, Marex, Macquarie Capital (USA) Inc., ABN Amro, and Cantor Fitzgerald & Co. have executed an Authorized Participant Agreement.
Sponsor or its affiliates, or a fund or unit investment trust for which the Sponsor or an affiliate of the Sponsor serves as sponsor or investment advisor, may purchase Shares of the Trust through a broker-dealer or other investors, including in secondary market transactions, and because the Sponsor and its affiliates may be deemed affiliates of the Trust, the Shares are being registered to permit the resale of these Shares by affiliates of the Trust from time to time after any such purchase. The Trust will not receive any of the proceeds from the resale of such Shares.
shareholders (each, a "Selling Shareholder") may sell Shares owned by them directly or through broker-dealers, in accordance with applicable law, on any national securities exchange on which the Shares may be listed or quoted at the time of sale, through trading systems, in the OTC market or in transactions other than on these exchanges or systems at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected through brokerage transactions, privately negotiated trades, block sales, entry into options or other derivatives transactions or through any other means authorized by applicable law. Selling Shareholders may redeem Shares held in Basket size through an Authorized Participant. See " Conflicts of Interest ."
See " Conflicts of Interest ."
CREATION AND REDEMPTION OF SHARES
Trust creates and redeems Shares from time to time, but only in one or more Baskets. Baskets are only made in exchange for delivery to the Trust or the distribution by the Trust of the amount of INJ or cash represented by the Baskets being created or redeemed (the "Basket Deposit"). The amount of INJ required in a Basket Deposit (the "Basket INJ Deposit") and the amount of cash required in a Basket Deposit (the "Basket Cash Deposit") are based on the quantity or value of the quantity, as applicable, of INJ or cash attributable to each Share of the Trust (net of accrued but unpaid Sponsor Fees and any accrued but unpaid Extraordinary Expenses) being created or redeemed determined as of 4:00 p.m. ET on the day the order to create or redeem are the only persons that may place orders to create and redeem Baskets Authorized Participants must be (1) registered broker-dealers or other securities market participants, such as banks and other financial institutions, that are not required to register as broker-dealers to engage in securities transactions described below and (2) DTC Participants. To become an Authorized Participant, a person must enter into an Authorized Participant Agreement with the Marketing Agent. is properly received.
Participants are the only persons that may place orders to create and redeem Baskets. Authorized Participants must be (1) registered broker-dealers or other securities market participants, such as banks and other financial institutions, that are not required to register as broker-dealers to engage in securities transactions described below and (2) DTC Participants. To become an Authorized Participant, a person must enter into an Authorized Participant Agreement with the Marketing Agent.
connection with a Cash Creation Order (as defined below) or Cash Redemption Order (as defined below), an Authorized Participant is responsible for any operational processing and brokerage costs, transfers fees, network fees and stamp taxes (the "Transaction Fee").
1 unchanged paragraph
Each Authorized Participant
The following description
On any business day,
manner by which creations are made is dictated by the terms of the Authorized Participant Agreement. Creation orders may be denominated and settled in an amount of INJ ("In-Kind Creation Order") or cash ("Cash Creation Order"). By placing an In-Kind Creation Order, an Authorized Participant agrees to facilitate the deposit of INJ with the Custodian, either directly or indirectly through an Authorized Participant Designee. By placing a Cash Creation Order, an Authorized Participant agrees to facilitate the deposit of cash with the Cash Custodian. An Authorized Participant may not withdraw a creation order without the prior consent of the Sponsor in its discretion.
Authorized Participants and their agents and affiliates are expected to be capable of participating directly in the spot markets. Some Authorized Participants or their agents and affiliates may from time to time buy or sell INJ and may profit in these instances. To the extent that the activities of Authorized Participants or their agents and affiliates have a meaningful effect on the INJ market, it could affect the price of INJ and impact the ability of the Authorized Participants to effectively arbitrage the difference between the price at which the shares trade and the NAV of the Trust. While the Sponsor currently expects that Authorized Participants' and their agents' and affiliates' direct activities in the INJ or securities markets in connection with the creation and redemption activities of the Trust will not significantly affect the price of INJ or the Shares, the impact of the activities of the Trust and its Authorized Participants and their agents and affiliates on INJ or securities markets is unknown and beyond the control of the Sponsor.
Authorized Participant will be required to be registered as a broker-dealer under the 1934 Act and a member in good standing with FINRA, or exempt from being or otherwise not required to be licensed as a broker-dealer or a member of FINRA, and will be qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. Certain Authorized Participants may also be regulated under federal and state banking laws and regulations. Each Authorized Participant has its own set of rules and procedures, internal controls and information barriers as it determines is appropriate in light of its own regulatory regime.
following description of the procedures for the creation and redemption of Baskets is only a summary and a Shareholder should refer to the form of Authorized Participant Agreement for more detail. A form of Authorized Participant Agreement will be filed as an exhibit to the registration statement of which this Prospectus is a part.
any business day, an Authorized Participant may place an order with the Transfer Agent to create one or more Baskets. For purposes of processing creation and redemption orders, a "business day" means any day other than a day when the Exchange is closed for regular trading. Purchase orders must be placed by the close of Regular Trading Hours on the Exchange or an earlier time as determined and communicated by the Sponsor and its agent. A purchase order will be effective on the date it is received in good order by the Transfer Agent ("Purchase manner by which creations are made is dictated by the terms of the Authorized Participant Agreement. Creation orders may be denominated and settled in an amount of INJ ("In-Kind Creation Order") Date"). or cash ("Cash Creation Order"). By placing an In-Kind Creation Order, an Authorized Participant agrees to facilitate the deposit of INJ with the Custodian, either directly or indirectly through an Authorized Participant Designee. By placing a Cash Creation Order, an Authorized Participant agrees to facilitate the deposit of cash with the Cash Custodian. An Authorized Participant may not withdraw a creation order without the prior consent of the Sponsor in its discretion.
1 unchanged paragraph
The 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 Basket INJ Deposit
To the extent the price
An Authorized Participant
who places a purchase order must follow the procedures outlined in the "Creation Procedures" section of this Prospectus.
1 unchanged paragraph
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and 48 more changes in the filing
Exhibits 20 changes
and 20 more changes in the filing
Only in this filing: Management
Only in the earlier filing: Other Expenses, Indemnification, Recent Sales of, Undertakings
Compared by code from the two drafts’ text: offering terms first, then sections and risk factors added or removed, numbers that moved, and rewording. No model wrote this list. Not investment advice.
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