Item 1. Financial Statements
Item 1.
Financial Statements.
CANARY STAKED SUI ETF
Statement of Assets and Liabilities
June 30, 2026
(Unaudited)
ASSETS
Investments in SUI, at value (Note 2)
$ 20,408,361
Total Assets
$ 20,408,361
LIABILITIES
Payables
Payable to Sponsor (Note 3)
$ 13,242
Total Liabilities
13,242
NET ASSETS
$ 20,395,119
NET ASSETS CONSIST OF:
Paid-in capital
$ 27,825,152
Total distributable earnings (accumulated deficit)
( 7,430,033 )
Net Assets
$ 20,395,119
Net Asset Value (unlimited shares authorized):
Unlimited shares authorized:
Net Assets
$ 20,395,119
Shares Outstanding ^
1,130,000
Net Asset Value, Offering and Redemption Price per Share
$ 18.05
Investments in securities, at cost
$ 27,900,124
^
No Par Value.
See accompanying notes to financial statements.
1
CANARY STAKED SUI ETF
Schedule of Investment (Unaudited)
June 30, 2026
Investments - 100.1 %
Quantity (a)
Fair Value
Crypto Currency - 100.1 %
SUI
29,358,795
$ 20,408,361
TOTAL CRYPTO CURRENCY (Cost $ 27,900,124 )
29,358,795
20,408,361
TOTAL INVESTMENTS - 100.1 % (Cost $ 27,900,124 )
20,408,361
Liabilities in Excess of Other Assets - ( 0.1 )%
( 13,242 )
TOTAL NET ASSETS - 100.0 %
$ 20,395,119
Percentages are stated as a percent of net assets.
(a) See Note 8 in Notes to the Financial Statements for information
on the quantity of SUI staked.
See accompanying notes to
financial statements.
2
CANARY STAKED SUI ETF
Statements of Operations
For
the Three Months Ended June 30, 2026 (Unaudited) *
For
the Period Ended June 30, 2026 (Unaudited) *(a)
INVESTMENT INCOME
Income:
Staking income
$ 91,814
$ 134,887
Total Income
$ 91,814
$ 134,887
Expenses:
Sponsor fees (Note 3)
$ 47,514
$ 69,248
Total Expenses
47,514
69,248
Sponsor fees waived (Note 3)
—
—
Net Expenses
47,514
69,248
Net Investment income (loss)
$ 44,300
$ 65,639
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) on:
Investments in crypto currency
$ ( 2,607 )
$ ( 3,909 )
Net change in unrealized appreciation (depreciation) of:
Investments in crypto currency
( 5,196,026 )
( 7,491,763 )
Net realized and unrealized gain (loss) on investments
( 5,198,633 )
( 7,495,672 )
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$ ( 5,154,333 )
$ ( 7,430,033 )
*
No comparative financial statements have been presented as the initial share purchase date of the Trust was February 17, 2026.
(a) Initial share purchase date of Trust was February 17, 2026.
See accompanying notes to financial statements.
3
CANARY STAKED SUI ETF
Statements of Changes in Net Assets
For
the Three Months Ended June 30, 2026 (Unaudited) *
For
the Period Ended June 30, 2026 (Unaudited) *(a)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS
Net investment income (loss)
$ 44,300
$ 65,639
Net realized gain (loss) on investments
( 2,607 )
( 3,909 )
Net change in unrealized appreciation (depreciation) of investments
( 5,196,026 )
( 7,491,763 )
Net increase (decrease) in net assets resulting from operations
( 5,154,333 )
( 7,430,033 )
CAPITAL SHARE TRANSACTIONS
Shares sold
1,365,377
27,825,152
Shares redeemed
—
—
Net increase (decrease) in net assets from capital share transactions
1,365,377
27,825,152
Total increase (decrease) in net assets
( 3,788,956 )
20,395,119
NET ASSETS
Beginning of Period
24,184,075
—
End of Period
$ 20,395,119
$ 20,395,119
*
No comparative financial statements have been presented as the initial share purchase date of the Trust was February 17, 2026.
(a) Initial share purchase date of Trust was February 17, 2026.
See accompanying notes to financial statements.
4
Canary Staked SUI ETF
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2026 (Unaudited)
1. Organization
The Canary Staked
SUI ETF (the “Trust”) is a Delaware statutory trust, formed on February 27, 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 Nasdaq Stock Market, LLC (the “Exchange”) under the symbol “SUIS.” The Trust
operates 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”). The Trust is managed and controlled
by Canary Capital Group LLC (the “Sponsor”).
The Trust is
an exchange-traded fund that issues shares of beneficial interest (the “Shares”) that are listed and trade on the Exchange.
The Trust’s investment objective is to seek to provide exposure to the price of Sui (“SUI”) 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
SUI through the validation of transactions in the SUI network’s (the “SUI Network”) proof-of-stake (“PoS”)
process. In seeking to achieve its investment objectives, the Trust holds SUI and establishes its net asset value (“NAV”)
on each business day by reference to the CoinDesk Sui USD CCIXber 60m New York Rate (the “Pricing Benchmark”). The Pricing
Benchmark is calculated by CoinDesk Indices (the “Benchmark Provider”) based on a 60-minute time-weighted average price of
the SUI-USD CCIXber Reference Rate (the “Underlying Index”), which is an aggregation of executed trade flow of major SUI
trading platforms (“Constituent Platforms”). The Benchmark Provider publishes the Pricing Benchmark. The Trust is sponsored
by the Sponsor.
2. Significant Accounting Policies
Basis of Presentation
The following
is a summary of significant accounting policies consistently followed by the Trust in the preparation of these financial statements. The
accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States
of America (“GAAP”) and are stated in U.S. dollars. The Trust’s financial statements were prepared using the accounting
and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Topic 946, Financial Services — Investment Companies. The Trust qualifies as an investment company solely for accounting purposes
and not for any other purpose. The Trust is not registered, and is not required to be registered, as an investment company under the Investment
Company Act of 1940, as amended. The Trust follows the significant accounting policies described below.
Use of Estimates
The preparation
of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results
could differ from those estimates.
Cash
Generally, the
Trust does not intend to hold any cash. Cash includes non-interest-bearing non-restricted cash with one institution. Cash in a bank deposit
account, at times, may exceed U.S. federally insured limits. The Trust has not experienced any losses in such accounts and does not believe
it is exposed to any significant credit risk on such bank deposits.
Investment Transactions and Investment
Income
The Trust purchases
SUI upon the creation of Shares and sells SUI upon the redemption of Shares. Transactions are recorded on a trade date basis. Realized
gains (losses) and changes in unrealized gains (losses) on open positions are determined on a specific identification basis and recognized
in the statement of operations in the period in which the sale occurred or the changes in unrealized gains (losses) occurred.
Income Taxes
The Sponsor
takes the position that the Trust is properly treated as a grantor trust for U.S. federal income tax purposes. Assuming that the
Trust is a grantor trust, the Trust will not be subject to U.S. federal income tax. Rather, if the Trust is a grantor trust, each
beneficial owner of Shares will be treated as directly owning its pro rata Share of the Trust’s assets and a pro rata portion
of the Trust’s income, gains, losses and deductions will “flow through” to each beneficial owner of Shares. If the
Trust were not properly classified as a grantor trust, the Trust might be classified as a partnership for U.S. federal income tax
purposes. However, due to the uncertain treatment of digital assets, with respect to staking and including forks, airdrops and
similar occurrences for U.S. federal income tax purposes, there can be no assurance in this regard. If the Trust were classified as
a partnership for
5
U.S. federal income
tax purposes, the tax consequences of owning Shares generally would not be materially different from the tax consequences described herein,
although there might be certain differences, including with respect to timing. In addition, tax information reports provided to beneficial
owners of Shares would be made in a different form. If the Trust were not classified as either a grantor trust or a partnership for U.S.
federal income tax purposes, it would be classified as a corporation for such purposes. In that event, the Trust would be subject to entity-level
U.S. federal income tax (currently at the rate of 21%) on its net taxable income and certain distributions made by the Trust to shareholders
would be treated as taxable dividends to the extent of the Trust’s current and accumulated earnings and profits.
Digital Asset Trading Platform
Valuation
US GAAP defines fair value as
the price the Trust would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants
at the measurement date. The Trust’s policy is to value investments held at fair value.
The Trust identifies
and determines the SUI principal market (or in the absence of a principal market, the most advantageous market) for GAAP purposes consistent
with the application of the fair value measurement framework in FASB ASC 820 – Fair Value Measurement. A principal market is the
market with the greatest volume and activity level for the asset or liability. The determination of the principal market will be based
on the market with the greatest volume and level of activity that can be accessed. The Trust obtains relevant volume and level of activity
information and based on initial analysis will select an exchange market as the Trust’s principal market. The net asset value (“NAV”)
and NAV per Share will be calculated using the fair value of SUI based on the price provided by this exchange market, as of 4:00 p.m.
ET on the measurement date for GAAP purposes. The Trust will update its principal market analysis periodically and as needed to the extent
that events have occurred, or activities have changed in a manner that could change the Trust’s determination of the principal market.
Various inputs
are used in determining the fair value of assets and liabilities. Inputs may be based on independent market data (“observable inputs”)
or they may be internally developed (“unobservable inputs”). These inputs are categorized into a disclosure hierarchy consisting
of three broad levels for financial reporting purposes. The level of a value determined for an asset or liability within the fair value
hierarchy is based on the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels
of the fair value hierarchy are as follows:
Level 1: Unadjusted quoted prices
in active markets for identical assets or liabilities;
Level 2: Inputs
other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including
quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets
that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability, and inputs that
are derived principally from or corroborated by observable market data by correlation or other means; and
Level 3: Unobservable inputs,
including the Trust’s assumptions used in determining the fair value of investments, where there is little or no market activity
for the asset or liability at the measurement date.
The following table
presents information about the Trust’s assets measured at fair value:
Level 1
Level 2
Level 3
Total
June 30, 2026 (Unaudited)
Assets
Investment in SUI
$ 20,408,361
$ —
$ —
$ 20,408,361
There were no
transfers between levels for the period ended June 30, 2026.
6
The following
table summarizes activity in SUI for the period from February 17, 2026 (initial share purchase date) through June 30, 2026:
SUI
Fair Value
Beginning balance as of February 17, 2026
—
$ —
SUI purchased
3,370,844
2,824,839
SUI earned from staking
147,061
134,887
SUI sold for the redemption of Shares
—
—
SUI contributed in-kind for the creation of Shares
25,898,730
25,000,000
SUI distributed in-kind for the redemption of Shares
—
—
SUI transferred to pay the Sponsor fee
( 57,840 )
( 55,963 )
Net change in unrealized appreciation (depreciation) in SUI
—
( 7,491,763 )
Net realized gain (loss) on investment in SUI transferred to pay Sponsor fee
—
( 3,909 )
Net realized gain (loss) on investment in SUI sold for redemptions
—
—
Ending balance as of June 30, 2026 (Unaudited)
29,358,795
$ 20,408,361
Calculation of NAV
The Administrator,
defined below, determines the NAV of the Trust on each day that the Exchange is open for regular trading, as promptly as practicable 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 SUI held by the Trust based on the price set by the
Index 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 utilizes a pricing source that is consistent with GAAP, as of the financial statement measurement date, which may result in
valuations that differ from the Trust’s daily NAV calculations. The Sponsor determines in its sole discretion the valuation sources
and policies used to prepare the Trust’s financial statements in accordance with GAAP.
The Trust’s NAV per Share
is calculated by taking the current fair value of its total assets, subtracting any liabilities, and dividing that total by the number
of Shares.
Segment Reporting
The Trust operates
through a single operating and reporting segment with a primary objective of providing exposure to the price of SUI held by the Trust,
less the expenses of the Trust’s operations and other liabilities. The Trust’s chief operating decision maker (“CODM”)
is the Principal Executive Officer. The CODM monitors the operating results of the Trust and the Trust’s long-term strategic asset
allocation is predetermined in accordance with the terms of its prospectus, based on the defined investment strategy against which the
CODM assesses the Trust’s performance. In addition to other metrics, the CODM uses net increase (decrease) in net assets resulting
from operations as a key metric to assess the Trust’s performance.
3 . Trust Expenses and Other Agreements
(a) Sponsor
The Trust pays
the Sponsor an annual unified fee of 0.75 % of the Trust’s SUI Holdings (the “Sponsor Fee”). The Trust’s “SUI
Holdings” is the quantity of the Trust’s SUI plus any cash or other assets held by the Trust represented in SUI as calculated
using the Index Price, less its liabilities (which include estimated accrued but unpaid fees and expenses) represented in SUI as calculated
using the Index Price. The Sponsor Fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement.
The Administrator calculates the Sponsor Fee in respect of each day by reference to the prior day’s SUI Holdings. Except for periods
during which all or a portion of the Sponsor Fee is being waived, the Sponsor Fee accrues daily in SUI and is payable monthly in SUI or
cash. To the extent there are any on-chain transaction fees incurred in connection with the transfers of SUI to pay the Sponsor Fee, the
Sponsor, and not the Trust, shall bear such fees. The Sponsor may, at its sole discretion and from time to time, waive all or a portion
of the Sponsor Fee for stated periods of time. The Sponsor is under no obligation to waive any portion of its fees, and any such waiver
shall create no obligation to waive any such fees during any period not covered by the waiver.
7
As 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: (i) the fees of the
Trust’s third-party service providers, including, but not limited to, the Marketing Agent, the Administrator, the Custodians, the
Transfer Agent, the Cash Custodian, the Index 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 of Sponsor-paid Expenses. Expenses
in excess of 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.
The 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 SUI, 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 Custodians 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 SUI to pay Extraordinary Expenses or Excluded Expenses, the Trust will bear such fees, but to the extent there are
any on-chain transaction fees incurred in connection with the transfers of SUI to pay the Sponsor Fee or any Sponsor-paid Expenses, the
Sponsor, and not the Trust, shall bear such fees.
To the extent
it does not have cash readily available, the Sponsor will cause the transfer or sale of SUI 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
(as defined below). The Trust will seek to transfer or sell SUI 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 SUI, the amount of SUI transferred or sold may vary from time to time depending on the actual sales price of SUI relative to the Trust’s
expenses and liabilities (e.g., if the price of SUI falls, the amount of SUI 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 SUI, 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.
Under the terms
of each Authorized Participant Agreement, the Authorized Participants will be responsible for any brokerage or transaction costs associated
with the sale or transfer of SUI incurred in connection with the fulfillment of a creation or redemption order.
(b) Administrator, Custodian and Transfer Agent
U.S. Bancorp Fund
Services, LLC, doing business as U.S. Bank Global Fund Services (the “Administrator” and “Transfer Agent”) serves
as administrator, transfer agent and accounting agent of the Trust pursuant to a Fund Servicing Agreement. BitGo Trust Company, Inc. (the
“Custodian”) serves as the Trust’s SUI Custodian. Under the BitGo Custodial Services Agreement, the Custodian is responsible
for safekeeping all the Trust’s SUI. The Custodian was selected by the Sponsor. The Sponsor is responsible for opening accounts
with the Custodian that hold the Trust’s SUI (the “SUI Accounts”), as well as facilitating the transfer or sale of SUI
required for the operation of the Trust.
U.S. Bank, N.A., an affiliate
of the Administrator and Transfer Agent serves as the cash custodian for the Trust (the “Cash Custodian”). The Cash Custodian
is responsible for safekeeping all cash and other non-SUI assets of the Trust.
(c) Marketing Agent
Paralel 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 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, as amended (the “Exchange Act”)
and a member of FINRA. With the assistance of the Marketing Agent, the Sponsor developed a marketing plan for the Trust, prepared marketing
materials regarding the Shares of the Trust, and exercises the marketing plan of the Trust on an ongoing basis.
8
(d) Principal Financial Officer
Employees of PINE Advisors LLC
(“PINE”) serve as officers of the Trust. In consideration for these services, the Sponsor pays PINE an annual fee. The Sponsor
also reimburses PINE for certain out-of-pocket expenses.
4. Capital Share Transactions
The Trust is an
exchange-traded product. The Trust issues Shares on a continuous basis and, when the Trust creates or redeems its Shares, it does so in
blocks of 10,000 Shares (a “Basket”) based on the quantity of SUI attributable to each Share of the Trust (net of accrued
but unpaid expenses and liabilities). Certain financial firms are authorized to purchase or redeem Shares of the Trust (“Authorized
Participants”).
The 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 SUI (“In-Kind Creation Order”) or in cash (“Cash Creation Order”). By placing an In-Kind Creation
Order, an Authorized Participant agrees to facilitate the deposit of SUI 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.
The manner by
which redemptions are made is dictated by the terms of the Authorized Participant Agreement. Redemption orders are denominated and settled
either in-kind (“In-Kind Redemption Order”) or in cash (“Cash Redemption Order”). By placing a redemption order,
an Authorized Participant agrees to facilitate the deposit of Shares with the Transfer Agent. If an Authorized Participant fails to consummate
the foregoing, the order will be cancelled or delayed until the required Shares have been received. An Authorized Participant may not
withdraw a redemption order without the prior consent of the Sponsor in its discretion.
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. Shareholders who buy or sell Shares during the day from their broker may do so at a premium or discount
relative to the NAV of the Shares of the Trust.
Shareholders who decide to buy
or sell Shares of the Trust place their trade orders through their brokers and incur customary brokerage commissions and charges.
Only Authorized Participants
may place orders to create and redeem baskets through the Transfer Agent. The Transfer Agent coordinates with the Trust’s custodian
to facilitate settlement of the Shares.
Share activity for the three months
ended June 30, 2026 and for the period from February 17, 2026 (initial share purchase date) to June 30, 2026 were as follows:
Three Months Ended June 30, 2026
(Unaudited)*
Period Ended June 30, 2026
(Unaudited)*
Number of Shares
Value of Shares
Number of Shares
Value of Shares
Creations
70,000
$ 1,365,377
1,130,000
$ 27,825,152
Redemptions
—
—
—
—
Net change in Shares created and redeemed
70,000
$ 1,365,377
1,130,000
$ 27,825,152
*
No comparative periods have been presented as the initial share purchase date of the Trust was February 17, 2026.
5. Financial Highlights
The following financial highlights
relate to investment performance and operations for a Share outstanding for the three months ended June 30, 2026 and for the period from
February 17, 2026 (initial share purchase date) to June 30, 2026 . The total return at NAV is based on the change in NAV of a Share during
the period, and the total return at market value is based on the change in market value of a Share on the Exchange during the period.
An individual investor’s return and ratios may vary based on the timing of capital transactions.
9
Three Months
Ended
June 30, 2026
(Unaudited) *
Period
Ended
June 30, 2026
(Unaudited) *(a)
Net Asset Value, Beginning of Period
$ 22.82
$ 25.00
Net Investment Income (Loss) (b)
0.04
0.06
Net Realized and Unrealized Gain (Loss) on Investments (c)
( 4.81 )
( 7.01 )
Net Increase (Decrease) in Net Asset Value Resulting from Operations
( 4.77 )
( 6.95 )
Net Asset Value, End of Period
$ 18.05
$ 18.05
Market Value Per Share (d)
$ 18.05
$ 18.05
Total Return at Net Asset Value (e)
- 20.89 %
- 27.81 %
Total Return at Market Value (d)(e)
- 20.58 %
- 27.80 %
Ratios to Average Net Assets: (f)
Expense Ratio (f)
0.75 %
0.75 %
Net Investment Income (Loss) (f)
0.69 %
0.71 %
*
No comparative financial highlights have been presented as the initial share purchase date of the Trust was February 17, 2026.
(a) The initial share purchase date of the Trust was February 17,
2026.
(b) Net investment income (loss) per share represents net investment
income (loss) divided by the daily average shares of beneficial interest outstanding during the period.
(c) Due to timing of capital share transactions, per share amounts
may not compare with amounts appearing elsewhere within these Financial Statements.
(d) Market values are determined at the close of the applicable primary
listing exchange, which may be later than when the Trust’s net asset value is calculated.
(e) Not annualized.
(f) Annualized.
6. Related Parties
The Sponsor is considered to
be a related party to the Trust. The Trust's operations are supported by its Sponsor. As of June 30, 2026, the Sponsor did not own any
Shares of the Trust.
7. Commitments and Contingent Liabilities
In the normal
course of business, the Trust may enter into contracts that contain a variety of general indemnification clauses. The Trust’s maximum
exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust which have not yet
occurred and cannot be predicted with any certainty. However, the Sponsor believes the risk of loss under these arrangements to be remote.
There were no commitments or contingencies required to be disclosed as of the date of the financial statements.
8. SUI Staking
Under normal circumstances,
the Sponsor will seek to stake all of the Trust’s SUI through one or more staking providers (each, a “Staking Provider”)
except for SUI reserved by the Sponsor in its sole discretion to facilitate foreseeable redemption transactions, pay Trust expenses or
otherwise protect the Trust and its assets. In consideration for any staking activity in which the Trust may engage, the Trust will receive
a portion of the staking rewards generated by a Staking Provider. The initial Staking Providers
for the Trust
are Luganodes and Everstake.
10
The Sponsor
will cause the Trust’s SUI to be staked on the SUI Network through the Custodian that connects to a verified validator node on
the SUI Network maintained by the Staking Provider. As a result of the Trust’s participation in the Staking Program, the Trust
expects to receive certain staking rewards of SUI, 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 SUI to be staked or timing of the
staking activities (other than as is incidental in establishing or deactivating validator nodes). The Custodian will maintain
exclusive possession and control of the private keys associated with any staked SUI at all times. As of June 30, 2026, 29,358,781
SUI were staked, representing a fair value of $ 20,407,289 which is included in Investments, at fair value on the Statement of Assets
and Liabilities.
Staking rewards
represent variable consideration, as the amount of rewards is not known until the applicable validation activities are completed, and
the Trust receives rewards in their custodial account. The contract term is the length of each staking epoch. The staking epoch for the
SUI Network is approximately two days. Staking rewards are recognized as income when the Trust satisfies its performance obligations
(i.e., the Trust’s validator successfully validates blocks or transactions as determined by the protocol) ratably over the contract
term. Staking rewards are received in SUI, which represents non-cash consideration. Non-cash consideration is measured at fair value
at the inception of each contract (i.e., the beginning of each staking epoch). Because the Trust is not the principal to the block validation
service, it does not control the full output of the reward-generating activity, and instead receives net staking rewards, after Validator
Fees are deducted. As such, the Trust presents staking income on a net basis, reflecting only the portion of protocol rewards to which
it is entitled. For the three months ended June 30, 2026 and for the period from February 17, 2026 (initial share purchase date) to June
30, 2026, the Trust generated $ 91,814 and $ 134,887 in staking income, as presented on the Statements of Operations.
9. Concentration Risk
Substantially all of the Trust’s
assets are holdings of SUI, which creates a concentration risk associated with fluctuations in the price of SUI. Accordingly, a decline
in the price of SUI will have an adverse effect on the value of the Shares of the Trust. Factors that may have the effect of causing a
decline in the price of SUI include negative perception of digital assets; a lack of stability and standardized regulation in the digital
asset markets; the closure or temporary shutdown of digital asset platforms due to fraud, business failure, security breaches or government
mandated regulation; and a loss of investor confidence.
10. Subsequent Events
The Sponsor has evaluated subsequent
events through the date the financial statements were issued. Based on this evaluation, no adjustments or disclosures to the financial
statements were required.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.