{"url_path":"/sec/vavx/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2060717/0000930413-26-001611-index.html","accession_number":"0000930413-26-001611","cik":"0002060717","ticker":"VAVX","issuer_name":"VanEck Avalanche ETF","edgar_url":"https://www.sec.gov/Archives/edgar/data/2060717/0000930413-26-001611-index.html","primary_entity_key":"0002060717","primary_entity_name":"VanEck Avalanche ETF"},"word_count":4653,"has_tables":true,"body_markdown":"**Item 1A. Risk Factors.**\n\n \n\n**T****he\nRegulatory Landscape Surrounding Staking Activities Is Uncertain.**\n\n \n\nThe regulatory landscape surrounding Staking\nActivities is highly uncertain and may expose the Sponsor, the AVAX Custodian, Staking Services Providers, and the Trust and its\nshareholders to unforeseen litigation or potential SEC enforcement actions. For example, there is a risk that the agreements for\nstaking services could constitute an “investment contract” under the federal securities laws and therefore be deemed\na security, requiring registration or reliance on an exemption from registration. In May 2025, staff of the SEC Division of Corporation\nFinance issued a statement (the “SEC Staking Statement”) expressing the view that certain staking activities do not\ninvolve the offer and sale of securities within the meaning of the federal securities laws, and we believe that the Staking Arrangements\nsatisfy the criteria set forth in this statement. However, the SEC Staking Statement is not a rule, regulation, guidance, or statement\nof the SEC, and has no legal force or effect. In addition, on March 17, 2026, the SEC issued an interpretive release (the “Interpretive\nRelease”), in which the SEC reached a similar conclusion with respect to certain staking activities. Although the Interpretive\nRelease represents the official position of the SEC, it is not itself a statute or binding rule, and a court or future administration\ncould take a different view.\n\n \n\nAccordingly, there is a risk that a court\ncould disagree with the views expressed in the SEC Staking Statement or the Interpretive Release or that the SEC could withdraw\nthe statement. In that case, or if AVAX were deemed a security, there would also be a risk that a Staking Services Provider could\nbe deemed to be acting as a broker-dealer, on the basis that the Staking Services Provider is receiving a commission for effecting\nthe staking transactions and receipt of staking rewards.****\n\n \n\n**Digital Asset Markets In The United\nStates Exist In A State Of Regulatory Uncertainty, And Adverse Legislative Or Regulatory Developments Could Significantly Harm\nThe Value Of AVAX Or The Shares, Such As By Banning, Restricting Or Imposing Onerous Conditions Or Prohibitions On The Use Of AVAX,\nStaking Activity, Digital Wallets, The Provision Of Services Related To Trading And Custodying AVAX, The Operation Of The Avalanche\nNetwork Or The Digital Asset Markets Generally.**\n\n \n\nThere is a lack of consensus regarding\nthe regulation of digital assets, including AVAX, and their markets. As a result of the growth in the size of the digital asset\nmarket, as well as the 2022 Events, the U.S. Congress and a number of U.S. federal and state agencies (including FinCEN, SEC, Office\nof the Comptroller of the Currency, U.S. Commodity Futures Trading Commission (the “CFTC”), FINRA, the Consumer Financial\nProtection Bureau, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the IRS,\nstate financial institution regulators and others) have been examining the operations of digital asset networks, digital asset\nusers and the digital asset markets. Congress is currently considering several bills relating to the regulation of digital assets\nand stablecoins, which may not pass and be enacted in their present form or at all.\n\n \n\nMany state and federal agencies have brought\nenforcement actions or issued consumer advisories regarding the risks posed by digital assets to investors. Ongoing and future\nregulatory actions with respect to digital assets generally or AVAX in particular may alter, perhaps to a materially adverse extent,\nthe nature of an investment in the Shares or the ability of the Trust to continue to operate.\n\n \n\nThe 2022 Events, including among others\nthe bankruptcy filings of FTX and its subsidiaries, Three Arrows Capital, Celsius Network, Voyager Digital, Genesis, BlockFi and\nothers, and other developments in the digital asset markets, have resulted in calls for heightened scrutiny and regulation of the\ndigital asset industry, with a specific focus on intermediaries, such as digital asset exchanges, platforms and custodians. Federal\nand state legislatures and regulatory agencies may introduce and enact new laws and regulations to regulate crypto asset intermediaries,\nsuch as digital asset exchanges and custodians. The March 2023 collapses of Silicon Valley Bank, Silvergate Bank and Signature\nBank, which in some cases provided services to the digital assets industry, may amplify and/or accelerate these trends. On January\n3, 2023, the federal banking agencies issued a joint statement on crypto-asset risks to banking organizations following events\nwhich exposed vulnerabilities in the crypto-asset sector, including the risk of fraud and scams, legal uncertainties, significant\nvolatility and contagion risk. Although banking organizations are not prohibited from crypto-asset related activities, the agencies\nhave\n\n13\n\nexpressed significant safety and soundness concerns with business models that are concentrated in crypto-asset related activities\nor have concentrated exposures to the crypto-asset sector.\n\n \n\nU.S. federal and state regulators,\nas well as the White House, have issued reports and releases concerning crypto assets, including AVAX and crypto asset\nmarkets. Further, in 2023 the House of Representatives formed two new subcommittees: the Digital Assets, Financial Technology\nand Inclusion Subcommittee and the Commodity Markets, Digital Assets, and Rural Development Subcommittee, each of which were\nformed in part to analyze issues concerning crypto assets and demonstrate a legislative intent to develop and consider the\nadoption of federal legislation designed to address the perceived need for regulation of and concerns surrounding the crypto\nindustry. However, the extent and content of any forthcoming laws and regulations are not yet ascertainable with certainty,\nand it may not be ascertainable in the near future. A divided Congress makes any prediction difficult. We cannot predict how\nthese and other related events will affect us or the crypto asset business.\n\n \n\nThere remains substantial uncertainty regarding\nthe regulation of digital assets, including AVAX, and their markets, notwithstanding certain recent federal interpretive actions\nintended to provide additional clarity. On March 17, 2026, the SEC issued the Interpretive Release regarding the application of\nthe federal securities laws to certain types of digital assets and certain transactions involving digital assets., and the CFTC\nconcurrently provided guidance that it and its staff will administer the Commodity Exchange Act consistent with that interpretation.\nAmong other things, the Interpretive Release introduces a taxonomy for crypto addresses how a non-security crypto asset may become\nsubject to, and may cease to be subject to, an investment contract; and clarifies the application of the federal securities laws\nto airdrops, protocol mining, protocol staking and the wrapping of a non-security crypto asset. Although the March 17, 2026 interpretive\nguidance may provide greater clarity in certain respects, this guidance is not binding law, may be revised, and does not eliminate\nuncertainty, particularly with respect to the regulatory treatment of specific activities or transactions involving crypto assets.\n\n \n\nIn August 2021, the chair of the SEC stated\nthat he believed investors using digital asset trading platforms are not adequately protected, and that activities on the platforms\ncan implicate the securities laws, commodities laws and banking laws, raising a number of issues related to protecting investors\nand consumers, guarding against illicit activity and ensuring financial stability. The chair expressed a need for the SEC to have\nadditional authorities to prevent transactions, products and platforms from “falling between regulatory cracks,” as\nwell as for more resources to protect investors in “this growing and volatile sector.” The chair called for federal\nlegislation centering on digital asset trading, lending and decentralized finance platforms, seeking “additional plenary\nauthority” to write rules for digital asset trading and lending. Moreover, former President Biden’s March 9, 2022 Executive\nOrder, asserting that technological advances and the rapid growth of the digital asset markets “necessitate an evaluation\nand alignment of the United States Government approach to digital assets,” signals an ongoing focus on digital asset policy\nand regulation in the United States. A number of reports issued pursuant to the executive order have focused on various risks related\nto the digital asset ecosystem, and have recommended additional legislation and regulatory oversight. There have also been several\nbills introduced in Congress that propose to establish additional regulation and oversight of the digital asset markets.\n\n \n\nIt is not possible to predict whether Congress\nwill grant additional authorities to the SEC or other regulators, what the nature of such additional authorities might be, how\nthey might impact the ability of digital asset markets to function or how any new regulations that may flow from such authorities\nmight impact the value of digital assets generally and AVAX held by the Trust specifically. The consequences of increased federal\nregulation of digital assets and digital asset activities could have a material adverse effect on the Trust and the Shares.\n\n \n\nFinCEN requires any administrator or exchanger\nof convertible digital assets to register with FinCEN as a money transmitter and comply with the anti-money laundering regulations\napplicable to money transmitters. Entities which fail to comply with such regulations are subject to fines, may be required to\ncease operations and could have potential criminal liability. For example, in 2015, FinCEN assessed a $700,000 fine against a sponsor\nof a digital asset for violating several requirements of the U.S. Bank Secrecy Act, as amended (“BSA”), by acting as\nan MSB and selling the digital asset without registering with FinCEN and by failing to implement and maintain an adequate anti-money\nlaundering program. In 2017, FinCEN assessed a $110 million fine against BTC-e, a now defunct digital asset exchange, for similar\nviolations. The requirement that exchangers that do business in the U.S. register with FinCEN and comply with anti-money laundering\nregulations may increase the cost of buying and selling AVAX and therefore may adversely affect the price of AVAX and an investment\nin the Shares.\n\n \n\nThe Office of Foreign Assets Control (“OFAC”)\nof the U.S. Department of the Treasury (the “U.S. Treasury Department”) has added digital currency addresses, including\non the Avalanche Blockchain, to the list of Specially Designated Nationals whose assets are blocked, and with whom U.S. persons\nare generally prohibited from dealing. Such actions by OFAC, or by similar organizations in other jurisdictions, may introduce\nuncertainty in the market as to whether AVAX that has been associated with such addresses in the past can be easily sold. This\n“tainted” AVAX may trade at a substantial discount to untainted AVAX. Reduced fungibility in the AVAX markets may reduce\nthe liquidity of AVAX and therefore adversely affect their price.\n\n14\n\nIn February 2020, then-U.S. Treasury Secretary\nSteven Mnuchin stated that digital assets were a “crucial area” on which the U.S. Treasury Department has spent significant\ntime. Secretary Mnuchin announced that the U.S. Treasury Department is preparing significant new regulations governing digital\nasset activities to address concerns regarding the potential use for facilitating money laundering and other illicit activities.\nIn December 2020, FinCEN, a bureau within the U.S. Treasury Department, proposed a rule that would require financial institutions\nto submit reports, keep records and verify the identity of customers for certain transactions to or from so-called “unhosted”\nwallets, also commonly referred to as self-hosted wallets. In January 2021, U.S. Treasury Secretary nominee Janet Yellen stated\nher belief that regulators should “look closely at how to encourage the use of digital assets for legitimate activities while\ncurtailing their use for malign and illegal activities.”\n\n \n\nUnder regulations from NYDFS, businesses\ninvolved in digital asset business activity for third parties in or involving New York, excluding merchants and consumers, must\napply for a license, commonly known as a “BitLicense,” from the NYDFS and must comply with anti-money laundering, cyber\nsecurity, consumer protection and financial and reporting requirements, among others. As an alternative to a BitLicense, a firm\ncan apply for a charter to become a limited purpose trust company under New York law qualified to engage in certain digital asset\nbusiness activities. Other states have considered or approved digital asset business activity statutes or rules, passing, for example,\nregulations or guidance indicating that certain digital asset business activities constitute money transmission requiring licensure.\n\n \n\nThe inconsistency in applying money transmitting\nlicensure requirements to certain businesses may make it more difficult for these businesses to provide services, which may affect\nconsumer adoption of AVAX and its price. In an attempt to address these issues, the Uniform Law Commission passed a model law in\nJuly 2017, the Uniform Regulation of Virtual Currency Businesses Act, which has many similarities to the BitLicense and features\na multistate reciprocity licensure feature, wherein a business licensed in one state could apply for accelerated licensure procedures\nin other states. It is still unclear, however, how many states, if any, will adopt some or all of the model legislation.\n\n \n\nLaw enforcement agencies have often relied\non the transparency of blockchains to facilitate investigations. However, certain privacy-enhancing features have been, or are\nexpected to be, introduced to a number of digital asset networks. If the Avalanche Network were to adopt any of these features,\nthese features may provide law enforcement agencies with less visibility into transaction-level data. For example, “privacy\npools,” zero knowledge proofs and other technologies that could enhance privacy have been discussed by participants in the\nAvalanche Network. Europol, the European Union’s law enforcement agency, released a report in October 2017 noting the increased\nuse of privacy-enhancing digital assets like Zcash and Monero in criminal activity on the internet. In August 2022, OFAC banned\nall U.S. citizens from using Tornado Cash, a digital asset protocol designed to obfuscate blockchain transactions, by adding certain\nEthereum wallet addresses associated with the protocol to its Specially Designated Nationals list. On October 19, 2023, FinCEN\npublished a proposed rulemaking to apply the authorities in Section 311 of the USA PATRIOT Act to impose requirements on financial\ninstitutions that engage in convertible virtual currency (“CVC”) transactions with CVC mixers. The proposed rule, if\nadopted, would require covered financial institutions to report to FinCEN any CVC transactions they process that involves CVC mixing\nwithin or involving a jurisdiction outside the United States. The term “CVC mixing” covers more than just transactions\nthat involve CVC mixers like Tornado Cash, and seemingly could cover a broader range of conduct involving technologies, services\nor methods that have the effect of obfuscating the source, destination or amount of a CVC transaction, whether or not the obfuscation\nwas intentional. If the rule were to be adopted as proposed and if the Avalanche Network were to be deemed to or were to adopt\nfeatures which come within the rule’s ambit, it could cause covered financial institutions-such as many virtual currency\nexchanges, or the Trust’s service providers, such as the Cash Custodian-to reduce support for or cease offering services\nfor AVAX or to the Trust, which could impair the utility of AVAX, the value of the Shares and the Trust’s ability to operate\nin compliance with new laws and regulation\n\n \n\n**A Determination That AVAX Or Any\nOther Digital Asset Is A **“**Security**”** May Adversely Affect The Value Of AVAX And\nThe Value Of The Shares, And Result In Potentially Extraordinary, Nonrecurring Expenses To, Or Termination Of, The Trust.**\n\n \n\nDepending on its characteristics, a digital\nasset may be considered a “security” under the federal securities laws. The test for determining whether a particular\ndigital asset is a “security” is complex and difficult to apply, and the outcome is difficult to predict.\n\n \n\nWhether a digital asset is a security under\nthe federal securities laws depends on whether it is included in the lists of instruments making up the definition of “security”\nin the Securities Act, the Exchange Act and the Investment Company Act. Digital assets as such do not appear\nin any of these lists, although each list includes the terms “investment contract” and “note,” and the\nSEC has typically analyzed whether a particular digital asset is a security by reference to whether it meets the tests developed\nby the federal courts interpreting these terms, known as the *Howey *and *Reves *tests, respectively.\nFor many digital assets, whether or not the *Howey *or *Reves *tests are met is difficult to resolve\ndefinitively, and substantial legal arguments can often be made both in favor of and against a particular digital asset qualifying\nas a security under one or both of the *Howey *and *Reves *tests. Adding to the complexity, the SEC\nstaff has indicated that the security status of a particular digital asset can change over time as the relevant facts evolve.\n\n15\n\nIn the Interpretive Release, the SEC stated\nthat, based on its current understanding of the digital asset markets, AVAX is a “digital commodity” and not itself\na security. Although the Interpretive Release represents the official position of the SEC, it is not itself a statute or binding\nrule, does not supersede or replace the Howey test, is based on the SEC’s current understanding of the digital asset markets,\nand may be refined, revised or expanded. In addition, a court, regulator, or future administration could take a different view,\nand future legislation, rulemaking, enforcement positions, judicial decisions or other developments could result in either, the\nTrust, the Shares or transactions involving AVAX being treated differently than contemplated by the Interpretive Release. Any such\ndevelopments could adversely affect the Trust and the value of the Shares.\n\n \n\nAs part of determining whether AVAX is\na security for purposes of the federal securities laws, the Sponsor takes into account a number of factors, including the various\ndefinitions of “security” under the federal securities laws and federal court decisions interpreting elements of these\ndefinitions, such as the U.S. Supreme Court’s decisions in the *Howey *and *Reves *cases, as\nwell as reports, orders, press releases, public statements and speeches by the SEC and its staff providing guidance on when a digital\nasset may be a security for purposes of the federal securities laws, and other materials relevant to the status of AVAX as a security\n(or not). Finally, the Sponsor discusses the security status of AVAX with its external securities lawyers. Through this process\nthe Sponsor believes that it is applying the proper legal standards in making a good faith determination that it believes AVAX\nis not presently a security under federal law in light of the uncertainties inherent in the *Howey *and *Reves *tests.\nIn light of these uncertainties and the fact-based nature of the analysis, the Sponsor acknowledges that AVAX may currently be\na security, based on the facts as they exist today, or may in the future be found by the SEC or a federal court to be a security\nunder the federal securities laws notwithstanding the Sponsor’s prior conclusion; and the Sponsor’s prior conclusion,\neven if reasonable under the circumstances and made in good faith, would not preclude legal or regulatory action based on the presence\nof a security.\n\n \n\nThe Sponsor may dissolve the Trust if the\nSponsor determines AVAX is a security under the federal securities laws, whether that determination is initially made by the Sponsor\nitself, or because the SEC or a federal court subsequently makes that determination. Because the legal tests for determining whether\na digital asset is or is not a security often leave room for interpretation, for so long as the Sponsor believes there to be good\nfaith grounds to conclude that the Trust’s AVAX is not a security, the Sponsor does not intend to dissolve the Trust on the\nbasis that AVAX could at some future point be determined to be a security.\n\n \n\nIn June 2023, the SEC brought charges against\nBinance and Coinbase Global, and in November 2023, the SEC brought charges against Kraken, alleging that they operated unregistered\nsecurities exchanges, brokerages and clearing agencies. In its complaints, the SEC asserted that several digital assets are securities\nunder the federal securities laws, including AVAX. The outcomes of these proceedings, as well as ongoing and future regulatory\nactions, have had a material adverse effect on the digital asset industry as a whole and on the price of AVAX, and may alter, perhaps\nto a materially adverse extent, the nature of an investment in the Shares and/or the ability of the Trust to continue to operate.\n\n \n\nAny enforcement action by the SEC or a\nstate securities regulator finding that AVAX is a security, or a court decision to that effect would be expected to have an immediate\nmaterial adverse impact on the trading value of AVAX, as well as the Shares. This is because the business models behind most digital\nassets are incompatible with regulations applying to transactions in securities.\n\n \n\nIf a digital asset is determined to be\na security, it is likely to become difficult or impossible for the digital asset to be traded, cleared or custodied in the United\nStates through the same channels used by non-security digital assets, which in addition to materially and adversely affecting the\ntrading value of the digital asset is likely to significantly impact its liquidity and market participants’ ability to convert\nthe digital asset into U.S. dollars. For example, in 2020 the SEC filed a complaint against the issuer of XRP, Ripple Labs, Inc.\nand two of its executives, alleging that they raised more than $1.3 billion through XRP sales that should have been registered\nunder the federal securities laws, but were not. In the years prior to the SEC’s action, XRP’s market capitalization\nat times reached over $140 billion. However, in the weeks following the SEC’s complaint, XRP’s market capitalization\nfell to less than $10 billion, which was less than half of its market capitalization in the days prior to the complaint. The SEC’s\naction against XRP’s issuer underscores the continuing uncertainty around which digital assets are securities, and demonstrates\nthat such factors as how long a digital asset has been in existence, how widely held it is, how large its market capitalization\nis and that it has actual usefulness in commercial transactions, ultimately may have no bearing on whether the SEC or a court will\nfind it to be a security. There is currently legislation that is being proposed and considered that addresses this regulatory uncertainly,\nbut it is unclear if the proposed legislation will be passed.\n\n \n\nIn addition, if AVAX is determined to be\na security, the Trust could be considered an unregistered “investment company” under SEC rules, which could necessitate\nthe Trust’s liquidation. In this case, the Trust and the Sponsor may be deemed to have participated in an illegal offering\nof securities and there is no guarantee that the Sponsor will be able to register the Trust under the Investment Company Act at\nsuch time or take such other actions as may be necessary to ensure the Trust’s activities comply with applicable law, which\ncould force the Sponsor to liquidate the Trust.\n\n \n\nMoreover, whether or not the Sponsor or\nthe Trust were subject to additional regulatory requirements as a result of any SEC or federal court determination that its assets\ninclude securities, the Sponsor may nevertheless decide to terminate the Trust, in order, if possible, to\n\n16\n\nliquidate the Trust’s\nassets while a liquid market still exists. For example, in response to the SEC’s action against the issuer of XRP, certain\nsignificant market participants announced they would no longer support XRP and announced measures, including the delisting of XRP\nfrom major digital asset trading platforms. The sponsor of the Grayscale XRP Trust subsequently dissolved this trust and liquidated\nits assets. If the SEC or a federal court were to determine that AVAX is a security, it is likely that the value of the Shares\nof the Trust would decline significantly, and that the Trust itself may be terminated and, if practical, its assets liquidated.\n\n \n\nThe SEC is adopting new rules to interpret\nthe statutory definitions of terms including “dealer” under sections 3(a)(5) and 3(a)(44), respectively, of the Exchange\nAct which are expected to expand the scope of market participants required to register as a dealer with the SEC or become\na member of FINRA. The Sponsor is studying the impact these may have on the Trust and its arrangements with Liquidity Providers\nand other service providers and counterparties. Among others, if and to the extent that AVAX is classified as a security, the activities\nof any Liquidity Provider of the Trust might, under some circumstances, cause it to be deemed as acting as a dealer under the new\nrules and would thus require registration with the SEC. The Liquidity Provider may instead decide to terminate its role as Liquidity\nProvider of the Trust and the Trust’s operations in relation to creations and redemptions of Baskets could be significantly\nimpacted, the Trust could dissolve (including at a time that is potentially disadvantageous to Shareholders) and the value of the\nShares or an investment in the Trust could be affected. Further, if and to the extent that AVAX is classified as a security and\nthe new rules require a broader range of digital asset market participants to register with the SEC or cease operations in the\nU.S. market, there could be significant negative impacts on the broader digital asset markets, the price of digital assets such\nas AVAX and therefore the value of the Shares.\n\n \n\n**Future legal or regulatory developments\nmay negatively affect the value of AVAX or require the Trust or the Sponsor to become registered with the SEC or CFTC, which may\ncause the Trust to liquidate.**\n\n \n\nCurrent and future legislation, SEC and\nCFTC rulemaking, and other regulatory developments may impact the manner in which AVAX are treated for classification and clearing\npurposes. In particular, although the Interpretive Release classified AVAX as a digital commodity and not a security under the\nfederal securities laws, AVAX may nonetheless in the future be classified by the CFTC as a “commodity interest” under\nthe CEA. Alternatively, in the future a court or a future SEC administration could conclude that AVAX is a “security”\nunder U.S. federal securities laws. The Sponsor and the Trust cannot be certain as to how future regulatory developments will impact\nthe treatment of AVAX under the law. In the face of such developments, the required registrations and compliance steps may result\nin extraordinary, nonrecurring expenses to the Trust. If the Sponsor decides to terminate the Trust in response to the changed\nregulatory circumstances, the Trust may be dissolved or liquidated at a time that is disadvantageous to Shareholders.\n\n \n\nThe SEC has stated that certain digital\nassets may be considered “securities” under the federal securities laws. The test for determining whether a particular\ndigital asset is a “security” is complex and the outcome is difficult to predict. If AVAX is in the future determined\nto be a “security” under federal or state securities laws by the SEC or any other agency, or in a proceeding in a court\nof law or otherwise, it would likely have material adverse consequences for the value of AVAX. For example, it may become more\ndifficult or impossible for AVAX to be traded, cleared and custodied in the United States as compared to other digital assets that\nare not considered to be securities, which could in turn negatively affect the liquidity and general acceptance of AVAX and cause\nusers to migrate to other digital assets.\n\n \n\nTo the extent that AVAX is determined to\nbe a security, the Trust and the Sponsor may also be subject to additional regulatory requirements, including under the 1940 Act,\nand the Sponsor may be required to register as an investment adviser under the Investment Advisers Act of 1940, as amended (the\n“Advisers Act”). If the Sponsor determines not to comply with such additional regulatory and registration requirements,\nthe Sponsor will terminate the Trust. Any such termination could result in the liquidation of the Trust’s AVAX at a time\nthat is disadvantageous to Shareholders.\n\n \n\nTo the extent that AVAX is deemed to fall\nwithin the definition of a “commodity interest” under the CEA, the Trust and the Sponsor may be subject to additional\nregulation under the CEA and CFTC regulations. These additional requirements may result in extraordinary, recurring and/or nonrecurring\nexpenses of the Trust, thereby materially and adversely impacting the Shares. If the Sponsor and/or the Trust determines not to\ncomply with such additional regulatory and registration requirements, the Sponsor may terminate the Trust. Any such termination\ncould result in the liquidation of the Trust’s AVAX at a time that is disadvantageous to Shareholders."}