Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
The duly authorized officers of the Sponsor performing
functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had
any officers have evaluated the effectiveness of the Trust’s disclosure controls and procedures, and have concluded that the disclosure
controls and procedures of the Trust were effective as of the end of the period covered by this Report to provide reasonable assurance
that information required to be disclosed in the reports that the Trust files or submits under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that
it is accumulated and communicated to the duly authorized officers of the Sponsor performing functions equivalent to those a principal
executive officer and principal financial officer of the Trust would perform if the Trust had any officers, as appropriate to allow timely
decisions regarding required disclosure.
There are inherent limitations to the effectiveness
of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the
controls and procedures.
Management’s Report on Internal Control
over Financial Reporting
This Report does not include a report of management’s
assessment regarding internal control over financial reporting or an attestation report of the Trust’s registered public accounting
firm due to a transition period established by rules of the SEC for newly public companies.
Item 9B. Other Information.
Not applicable.
Item 9C. Disclosure Regarding
Foreign Jurisdictions that Prevent Inspections.
Not applicable.
96
PART III
Item 10. Directors, Executive
Officers and Corporate Governance.
The Trust does not have any directors, officers,
or employees. The creation and operation of the Trust has been arranged by the Sponsor. The Sponsor is not governed by a board of directors.
The following persons, in their respective capacities as directors or executive officers of the Sponsor perform certain functions with
respect to the Trust that, if the Trust had directors or executive officers, would typically be performed by them. The principals and
executive officers of the Sponsor are as follows:
Jan F. van Eck
Mr. van Eck, (born 1963), serves as the Chief
Executive Officer and President of the Sponsor and VanEck. Mr. van Eck joined VanEck in 1992 and its Executive Management Team in 1998.
Additionally, he is the President and CEO of Van Eck Securities Corporation. Furthermore, Mr. van Eck is a Trustee, the President and
Chief Executive Officer of VanEck Vectors ETF Trust, VanEck Funds and VanEck VIP Trust. Furthering VanEck’s mission to anticipate
asset classes and trends, Mr. van Eck has created strategic beta, tactical allocation, emerging markets, and commodity- related investment
strategies in mutual fund, ETF, and institutional formats. Mr. van Eck founded the VanEck’s ETF business in 2006. One of the world’s
largest ETF sponsors, the Van Eck offers ETFs, branded VanEck Vectors®, globally across equity and fixed income asset classes. Mr.
van Eck holds a JD from Stanford University and graduated Phi Beta Kappa from Williams College with a major in Economics. He has registrations
with the National Futures Association and the Financial Industry Regulatory Authority. Mr. van Eck is a Director of the National Committee
on United States- China Relations. He routinely appears on CNBC and Bloomberg Television, and was a 2013 Finalist for Institutional Investor’s
Fund Leader of the Year and a 2019 finalist for ETF.com’s Lifetime Achievement Award.
John J. Crimmins
Mr. Crimmins (born 1957) serves as Vice President,
Treasurer, and Chief Financial Officer of the Sponsor. Mr. Crimmins joined VanEck in 2009 as Vice President of Portfolio Administration.
He is primarily responsible for overseeing portfolio accounting and administration. He also serves as Chief Financial Officer and Treasurer
to the VanEck Funds, VanEck VIP Trust and VanEck ETF Trust. Prior to joining VanEck, Mr. Crimmins was the Chief Financial, Operating and
Compliance Officer for Kern Capital Management LLC from 1997 to 2009 and the Vice President and Director of Mutual Fund Administration
for Evergreen Investment Services from 1987 to 1997. Previously, Mr. Crimmins acted as Vice President and Controller for Pilgrim Group
for three years and was in public accounting for six years. Mr. Crimmins is a Certified Public Accountant and received a B.S. in Accounting
from St. John’s University.
Insider Trading Policy
VanEck has adopted an insider trading policy which applies to its employees.
VanEck believes that the insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations
with respect to the purchase, sale and/or other dispositions of securities, including Shares of the Trust, as well as the applicable rules
and regulations of the Exchange. A copy of VanEck’s insider trading policy is filed as Exhibit 19.1 to this Report.
Item 11. Executive Compensation.
The Trust has no employees, officers or directors.
The Trust is managed by the Sponsor and pays the Sponsor the Sponsor’s fee. For the period from November 20, 2025 to December 31,
2025, the Trust did not incur any Sponsor’s Fee.
Item 12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters.
Securities Authorized for Issuance under
Equity Compensation Plans
Not applicable.
97
Security Ownership of Certain Beneficial
Owners and Management
Not applicable.
Item 13. Certain Relationships
and Related Transactions, and Director Independence.
See Item 11 above.
Item 14. Principal Accounting
Fees and Services.
Audit and Non-Audit Fees
The table below summarizes the fees for services performed by Cohen
& Company, Ltd. for the year ended December 31, 2025.
2025
Audit fees
$ 33,000
Audit-related Fees
$ 0
Tax fees
$ 0
All other fees
$ 0
Total
$ 33,000
Approval of Independent Registered Public Accounting Firm Services
and Fees
The Trust has no board of directors, and as a result, has no audit
committee or pre-approval policy with respect to fees paid to its principal accounting firm. Such determinations are made by the Sponsor.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
Financial Statements
See Index to Financial Statements on Page F-1 for a list of the financial
statements being filed as part of this report.
Financial Statement Schedules
Schedules have been omitted since they are either not required, not
applicable or the information has otherwise been included.
Exhibits
The following documents are filed herewith or incorporated herein and
made a part of this Report:
Exhibit No.
Description
3.1
Certificate of Trust incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 filed by the Registrant on October 3, 2025
4.1
Amended and Restated Declaration of Trust and Trust Agreement incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-1 filed by the Registrant on November 26, 2025
98
Exhibit No.
Description
4.2*
Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934
10.1
Form of Authorized Participant Agreement by reference to Exhibit 10.1 of the Registration Statement on Form S-1 filed by the Registrant on November 26, 2025
10.2
Form of Marketing Agent Agreement incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1 filed by the Registrant on December 18, 2025
10.3
Anchorage Custody Agreement incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1 filed by the Registrant on November 26, 2025
10.4*
Trust Administration and Accounting Agreement
10.5*
Transfer Agency Agreement
10.6
Index Sub-Licensing Agreement incorporated by reference to Exhibit 10.6 of the Registration Statement on Form S-1 filed by the Registrant on December 18, 2025
10.7*
Cash Custody Agreement
10.8
Subscription Agreement incorporated by reference to Exhibit 10.8 of the Registration Statement on Form S-1 filed by the Registrant on December 18, 2025
10.10
Second AVAX Custodian Agreement incorporated by reference to Exhibit 10.10 of the Registration Statement on Form S-1 filed by the Registrant on November 26, 2025
10.11
Staking Provider Agreement incorporated by reference to Exhibit 10.11 of the Registration Statement on Form S-1 filed by the Registrant on December 18, 2025
19.1*
Insider Trading Policy
31.1*
Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1*
Executive Officer Incentive-Based Compensation Clawback Policy
99
Exhibit No.
Description
104 †
Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document)
Item 16. Form 10-K Summary.
None.
†
Filed herewith.
100
VANECK AVALANCHE ETF
FINANCIAL STATEMENTS
INDEX
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 925 ) F-2
Statement of Assets and Liabilities F-3
Statement of Operations F-4
Statement of Changes in Net Assets F-5
Notes to Financial Statements F-7
F- 1
Financial Statements and Report of Independent Registered Public Accounting
Firm
VANECK AVALANCHE ETF
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Sponsor and Shareholders of
VanEck Avalanche ETF
Opinion on the Financial Statements
We have audited the accompanying statement of assets
and liabilities of VanEck Avalanche ETF (the “Trust”), including the schedule of investment, as of December 31, 2025, and
the related statements of operations and changes in net assets for the period November 20, 2025 (date of seeding) to December 31, 2025,
including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Trust as of December 31, 2025, and the results of its operations
and changes in its net assets for the period November 20, 2025 (date of seeding) to December 31, 2025, in conformity with accounting principles
generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility
of the Trust’s management. Our responsibility is to express an opinion on the Trust’s financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and
are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement whether due to error or fraud. The Trust is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our procedures included confirmation of digital assets owned as of December 31, 2025, by correspondence with the custodians. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Trust’s auditor since
2025.
/s/ Cohen & Company, LTD.
COHEN & COMPANY, LTD.
Towson, Maryland
March 30, 2026
F- 2
VANECK AVALANCHE ETF
Statement of Assets and Liabilities (a)
December 31, 2025
Assets
Investment in avalanche, at fair value (cost $ 2,500,000 )
$ 2,517,563
Total assets
2,517,563
Liabilities
Accrued Sponsor fee
—
Total liabilities
—
Net assets
$ 2,517,563
Shares issued and outstanding ( no par value, unlimited amount authorized)
100,000
Net Asset Value per Share
$ 25.18
(a) No com parative financial statements have been provided as the Trust did not have any operations as of December 31, 2024.
The accompanying notes are an integral part of these financial statements.
F- 3
VANECK AVALANCHE ETF
Statement of Operations
For the Period November 20, 2025 (Date of Seeding) to December 31,
2025 (a)
Expenses
Sponsor fee, related party
$ —
Total expenses
—
Sponsor fee waiver, related party
—
Net expenses
—
Net investment loss
—
Net realized gain (loss) and net change
in unrealized appreciation (depreciation)
Net realized gain (loss) on:
Avalanche sold for redemption of shares
Avalanche distributed for Sponsor fee, related party
—
Net realized gain (loss) on investment in avalanche
—
Net change in unrealized appreciation (depreciation) from investment in avalanche
17,563
Net realized gain (loss) and net change in unrealized appreciation (depreciation)
17,563
Net increase in net assets resulting
from operations
$ 17,563
(a) No comparative financial statements have been provided as the Trust did not have any operations as of December 31, 2024.
The accompanying notes are an integral part of these financial statements.
F- 4
VANECK AVALANCHE ETF
Statement of Changes in Net Assets
For the Period November 20, 2025 (Date of Seeding) to December 31,
2025 (a)
Net increase from operations
Net investment loss
$ —
Net realized gain (loss) from investment in avalanche
—
Net change in unrealized appreciation (depreciation) from investments in avalanche
17,563
Net increase in net assets resulting from operations
17,563
Capital Share transactions
Contributions for shares issued
2,600,000
Withdrawals for shares redeemed
( 100,000 )
Net increase in capital share transactions
2,500,000
Net increase in net assets
2,517,563
Net assets:
Beginning of period
—
End of period
$ 2,517,563
(a) No comparative financial statements have been provided as the Trust did not have any operations
as of December 31, 2024.
The accompanying notes are an integral part of these financial statements.
F- 5
VANECK AVALANCHE ETF
Schedule of Investment
as
of December 31, 2025 (a)
Description
Quantity
Cost
Fair Value
Avalanche
206,019.90
$ 2,500,000
$ 2,517,563
Total Investment in Avalanche – 100.00 %
2,517,563
Liabilities in Excess of Other Assets – ( 0.00 %)
—
Net Assets – 100.00 %
$ 2,517,563
(a) No comparative financial statements have been provided as the Trust did not hold any avalanche as of December 31, 2024.
The accompanying notes are an integral part of these financial statements.
F- 6
VANECK AVALANCHE ETF
Notes to Financial Statements
December 31, 2025
Note 1. Organization:
VanEck Avalanche ETF (the “Trust”), a Delaware statutory
trust, is an exchange-traded fund that issues common shares of beneficial interest in an ownership of the Trust (the “Shares”).
The Trust’s investment objective is to reflect the performance of Avalanche (“AVAX”)
and rewards from staking a portion of the Trust’s AVAX, to the extent VanEck Digital Assets, LLC (the “Sponsor”)
in its sole discretion determines that the Trust may do so without undue legal or regulatory risk, such as, without limitation,
by jeopardizing the Trust’s ability to qualify as a grantor trust for tax purposes, less the operating expenses of the Trust. The
Trust is managed and controlled by the Sponsor, a wholly-owned subsidiary of Van Eck Associates Corporation (“VanEck”).
The CSC Delaware Trust Company, is the trustee of the Trust (the “Trustee”). The Trust commenced operations and began
listing on the NASDAQ Stock Market LLC on January 26, 2026.
Note 2. Significant Accounting Policies:
A. Basis of Preparation and Use of Estimates
The preparation of financial statements in conformity with U.S.
generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect
the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
The Trust qualifies as an investment company solely for accounting
purposes and not for any other purpose and follows accounting and reporting requirements of Accounting Standards Codification (“ASC”)
Topic 946 Financial Services—Investment Companies (“ASC Topic 946”) , but is not registered, and
is not required to be registered, as an investment company under the Investment Company Act of 1940, as amended.
B. Cash
Cash, if any, represents cash deposits held at a major financial
institution and is subject to credit risk to the extent its balance exceeds the federally insured limits. As of December 31, 2025,
the Trust did not hold cash.
C. Investment Valuation
The Trust values its investment in AVAX and other assets and liabilities
at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants on the measurement date.
The Trust identifies and determines the AVAX principal market (or
in the absence of a principal market, the most advantageous market) for GAAP financial statement purposes consistent with the application
of fair value measurement framework in Financial Accounting Standards Board (“FASB”) ASC 820 at 11:59 p.m. EST. Under
ASC 820, a principal market is the market with the greatest volume and activity level for the asset or liability. The Sponsor on
behalf of the Trust will determine in its sole discretion the valuation sources and policies used to prepare the Trust’s
financial statements in accordance with GAAP.
Various inputs are used in determining the fair value of assets
and liabilities. Inputs may be based on independent market data or they may be internally developed. These inputs are categorized
into a disclosure hierarchy consisting of three broad levels for financial reporting purposes. 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
F- 7
VANECK AVALANCHE ETF
Notes to Financial Statements (continued)
December 31, 2025
Level 3 – Unobservable inputs where there are little or no
market activity for the asset or liability, including the Trust’s assumptions used in determining the fair value of investments.
The following is a summary of the fair value hierarchy as of December
31, 2025:
December 31, 2025
Level 1
Level 2
Level 3
Total
Assets
Investment in AVAX
$ 2,517,563
$ —
$ —
$ 2,517,563
The following represents the changes in quantity of AVAX and the
respective fair value:
AVAX
Fair Value
Beginning balance as of November 20, 2025 (a)
—
$ —
AVAX purchased
206,019.90
2,500,000
AVAX sold
—
—
Net unrealized appreciation (depreciation) from investment in AVAX
—
17,563
Net realized loss on investment in AVAX
—
—
Ending balance as of December 31, 2025
206,019.90
$ 2,517,563
(a) Date of seeding, the Trust did not hold any AVAX as of November 20, 2025 .
D. Avalanche
AVAX transactions are accounted for on trade date. Realized gains
and losses on the sale of AVAX are determined based on the average cost method. Under ASC Topic 946, the average cost method is
an accepted method to determine realized gains and losses on the sale of AVAX. Proceeds received by the Trust from the issuance
of baskets consist of AVAX. Deposits of AVAX will be held by Coinbase Custody Trust Company, LLC and/or Anchorage Digital Bank
N.A. (collectively the “AVAX Custodians”), on behalf of the Trust until (i) delivered out in connection with redemptions
of baskets or cash or (ii) sold by the Sponsor, which may be facilitated by the AVAX Custodians to pay fees due to the Sponsor
and Trust expenses and liabilities not assumed by the Sponsor.
E. Calculation of Net Asset Value
The Trust’s net asset value (“NAV”) is calculated
based on the Trust’s net asset holdings, as reconciled to the AVAX Custodians’ accounts, on a market approach determined
on a daily basis using the MarketVector Avalanche Benchmark Rate price at 4:00 pm EST. The Trust’s NAV per Share
is calculated by taking the current market value of its total assets, subtracting any liabilities, and then dividing that total
by the total number of outstanding Shares. The Trust Agreement gives the Sponsor the exclusive authority to determine the Trust’s
NAV and the Trust’s NAV per Share, which it has delegated to the Administrator.
F. Federal Income Taxes
The Trust is treated as a grantor trust for federal income tax purposes
and, therefore, no provision for federal income taxes is required. Any interest, expenses, gains and losses are passed through
to the holders of Shares of the Trust. The Sponsor has reviewed the tax positions for the period presented and has determined that
no provision for income tax is required in the Trust’s financial statements.
G. Segment Reporting
The Chief Financial Officer and Treasurer acts as the Trust’s
chief operating decision maker (“CODM”), assessing performance and making decisions about resource allocation. The
CODM has determined that the Trust has a single operating segment based on the fact that the Trust’s long-term strategic
asset allocation is
F- 8
VANECK AVALANCHE ETF
Notes to Financial Statements (continued)
December 31, 2025
pre-determined in
accordance with the terms of its prospectus, with a defined investment strategy which is executed by the Sponsor.
The financial information provided to and reviewed by the CODM is
presented within the Trust’s financial statements.
Note 3. Trust Expenses and Other Agreements
The Trust will pay the Sponsor a unified fee (the “Sponsor
Fee”) of 0.20 % on average daily net assets, that accrues daily and pays monthly, beginning on January 26, 2026 (commencement
of operations). The Sponsor has agreed to waive that fee for the first $ 500 million in net assets up until February 28, 2026. The
Sponsor has agreed to pay all operating expenses (except for litigation expenses and other extraordinary expenses) out of the Sponsor
Fee. The Sponsor from time to time will sell AVAX, which may be facilitated by the custodian, in such quantity as is necessary
to permit payment of the Sponsor Fee and Trust expenses and liabilities not assumed by the Sponsor.
The Trustee fee is paid by the Sponsor and is not an expense of
the Trust.
The Trust holds its
AVAX at the AVAX Custodians, both of which are regulated third-party custodians that carry insurance and are responsible for safekeeping
of AVAX owned by the Trust and holding private keys that provide access to the AVAX in the Trust’s AVAX account.
As of December 31, 2025 the Trust held all of its AVAX at Coinbase
Custody Trust Company, LLC.
State Street Bank and Trust Company serves as the Trust’s
administrator, transfer agent and cash custodian.
Note 4. Related Parties
The Sponsor is considered to be a related party to the Trust.
MarketVector Indexes GmbH is the index sponsor and index administrator
for the MarketVector Avalanche Benchmark Rate, which is used by the Trust to determine its NAV. MarketVector Indexes
GmbH is an indirectly wholly-owned subsidiary of VanEck.
Van Eck Securities Corporation, a marketing agent to the Trust,
is a wholly-owned subsidiary of VanEck.
VanEck was the initial seed investor (“Seed Capital Investor”)
and purchased for cash 4,000 Shares (the “Seed Shares”) at a per-Share price of $ 25.00 on November 20, 2025. Total
proceeds to the Trust from the sale of the Seed Shares were $ 100,000 . On December 22 2025, the Seed Shares were redeemed for cash
and the Seed Capital Investor purchased the “Seed Creation Baskets,” comprising a total of 100,000 Shares at a per-Share
price of $ 25.00 . Total proceeds to the Trust from the sale of the Seed Creation Baskets were $ 2,500,000 which resulted in the Trust
receiving 206,019.90 AVAX. As of December 31, 2025, the Seed Capital Investor’s ownership in the Trust represents approximately
100 % of net assets.
Note 5. Capital Share Transactions
Investors can buy and sell Shares of the Trust in secondary market
transactions through brokers. Shares trade on the Exchange under the ticker symbol VAVX. Shares are bought and sold throughout
the trading day like other publicly traded securities.
The Trust continuously offers the Trust Shares in baskets consisting
of 25,000 Shares to authorized participants. Authorized participants pay a transaction fee for each order they place to create
or redeem one or more baskets. The Administrator calculates the cost to purchase (or sell in the case of a redemption order) the
amount of AVAX represented by the baskets being created (or redeemed); the amount of AVAX represented is equal to the combined
NAV of the number of Shares included in the baskets being created (or redeemed).
The Trust creates and redeems Shares, 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 AVAX represented
by the baskets being created or redeemed, the amount of which is equal to the combined NAV of the number of Shares included in
the baskets being created or redeemed determined as of 4:00 p.m. EST on the day the order to create or redeem baskets is properly
received. The authorized participants deliver cash or Avalanche to create baskets and receive cash or Avalanche when
F- 9
VANECK AVALANCHE ETF
Notes to Financial Statements (continued)
December 31, 2025
redeeming Shares. For a subscription in cash, an authorized participant
will deliver cash to the Trust’s account at the cash custodian, which the Sponsor will then use to purchase Avalanche from
a liquidity provider chosen by the Sponsor. For a redemption in cash, the Sponsor will arrange for the Avalanche represented by
the basket to be sold to a liquidity provider chosen by the Sponsor and the cash proceeds distributed from the Trust’s account
at the cash custodian to the authorized participant. For an “in-kind” subscription, authorized participants will deliver,
or arrange for the delivery by the authorized participant’s designee of, Avalanche to the Trust’s account with the
Avalanche Custodian or Additional Avalanche Custodian in exchange for Shares when they purchase Shares. For an “in-kind”
redemption transaction with the Trust, when authorized participants redeem Shares, the Trust through the Avalanche Custodian or
the Additional Avalanche Custodian, will deliver Avalanche to such authorized participants, or a designee thereof, in exchange
for their Shares. Only authorized participants may place orders to create and redeem baskets through the transfer agent. The transfer
agent will coordinate with the Trust’s AVAX Custodians to facilitate settlement of the Shares and AVAX.
Share and capital activity is as follows:
For the Period November
20, 2025 (Date of Seeding)
to December 31, 2025 (a)
Shares
Amount
Beginning of period
—
$ —
Shares issued
104,000
2,600,000
Shares redeemed
( 4,000 )
( 100,000 )
End of period
100,000
$ 2,500,000
(a) No comparative share activity have been provided as the Trust did not have any operations as of December 31, 2024.
Note 6. Commitments and
Contingent Liabilities
In the normal course of business, the Trust enters into contracts
that contain a variety of general indemnifications. The Trust’s maximum exposure under these agreements is unknown as this
would involve future claims that may be made against the Trust that have not yet occurred. However, the Sponsor believes the risk
of loss under these arrangements to be remote.
Note 7. Concentration Risk
Substantially all of the Trust’s assets are holdings of AVAX,
which creates a concentration risk associated with fluctuations in the value of AVAX due to a number of factors. Accordingly, a
decline in the value of AVAX 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 value of AVAX include high volatility, which could have a negative impact on the performance of the
Trust. AVAX platforms are relatively new and may be unregulated or may be subject to regulation in a relevant jurisdiction, but
may not be complying, and therefore, may be more exposed to fraud and security breaches than established, regulated exchanges for
other financial assets or instruments, which could have a negative impact on the performance of the Trust. The value of the Shares
depends on the development and acceptance of the avalanche network. The slowing or stopping of the development or acceptance of
the avalanche network may adversely affect an investment in the Trust. The price of AVAX on the AVAX market has exhibited periods
of extreme volatility. Digital assets such as AVAX were only introduced within the past decade, and the medium-to-long term value
of the Shares is subject to a number of factors relating to the capabilities and development of block-chain technologies and to
the fundamental investment characteristics of digital assets that are uncertain and difficult to evaluate. The Trust is subject
to risks due to its concentration of investments in a single asset class. Possible illiquid markets may exacerbate losses or increase
the variability between the Trust’s NAV and its market price. The amount of AVAX represented by the Shares may decline over
time. AVAX with a fair value of $ 2,517,563 were held by the Coinbase Custody Trust Company, LLC at December 31, 2025.
Future and current regulations by a United States or foreign government
or quasi-governmental agency could have an adverse effect on an investment in the Trust. Shareholders do not have the protections
associated with ownership of Shares in an investment company registered under the 1940 Act or the protections afforded by the Commodity
Exchange Act. Future legal or regulatory developments may negatively affect the value of AVAX or require the Trust or the Sponsor
to become registered with the SEC or CFTC, which may cause the Trust to liquidate.
F- 10
VANECK AVALANCHE ETF
Notes to Financial Statements (continued)
December 31, 2025
The Exchange on which the Shares are listed may halt trading in
the Trust’s Shares, which would adversely impact a Shareholder’s ability to sell Shares. The market infrastructure
of the AVAX spot market could result in the absence of active authorized participants able to support the trading activity of the
Trust.
Shareholders that are not authorized participants may only purchase
or sell their Shares in secondary trading markets, and the conditions associated with trading in secondary markets may adversely
affect Shareholders’ investment in the Shares.
Note 8. Subsequent Event Review
The Trust has evaluated subsequent events and transactions for potential
recognition or disclosure through the date the financial statements were issued and has determined other than what has already
been disclosed in Note 1 and Note 3 that there are no other material events that would require disclosure.
F- 11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned in the
capacities* indicated thereunto duly authorized.
VanEck Avalanche ETF
By:
VanEck Digital Assets, LLC, as Sponsor of the Trust (registrant)
By:
/s/ Matthew A. Babinsky
Name: Matthew A. Babinsky
Title: Vice President
Date:
March 30, 2026
Pursuant to the requirements of the Securities Exchange Act
of 1934, this Report has been signed by the following persons in the capacities * and on the dates indicated.
Signature
Title
Date
/s/ Jan F. van Eck
Jan F. van Eck
President and Chief
Executive Officer
(Principal Executive Officer)
March 30, 2026
/s/ John J. Crimmins
John J. Crimmins
Vice President, Chief
Financial
Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
March 30, 2026
* The registrant is a trust and the persons are signing in their capacities as officers of VanEck Digital Assets, LLC, the Sponsor
of the registrant.