Canary Staked SUI ETF Files S-1/A, Eyes Nasdaq Listing

TL;DR

**This S-1/A for the Canary Staked SUI ETF is a high-risk, high-reward play on SUI's price and staking yield, but the lack of traditional regulatory oversight makes it a speculative bet for aggressive investors only.**

AI Summary

The Canary Staked SUI ETF (SUIS) filed an S-1/A on December 19, 2025, outlining its intent to provide exposure to the price of Sui (SUI) and earn additional SUI through a staking program. The Trust will hold SUI and establish its Net Asset Value (NAV) using the CoinDesk Sui USD CCIXber 60m New York Rate. Canary Capital Group LLC is the Sponsor, and BitGo Trust Company, Inc. will custody the SUI. The Trust will stake all SUI, except for amounts reserved for redemptions or expenses, through one or more Staking Providers, with staking rewards contributing to its secondary objective. Mysten Labs Inc., the Seed Capital Investor, intends to purchase 200,000 Shares at $25.00 per share, denominated in-kind in SUI. The Trust is an 'emerging growth company' and will trade on The Nasdaq Stock Market LLC under the ticker 'SUIS'. Investors face significant risks, including potential loss of their entire investment, as the Trust is not regulated under the 1940 Act or the CEA.

Why It Matters

This S-1/A filing is crucial for investors seeking regulated exposure to the volatile SUI market, offering a traditional brokerage account pathway without direct digital asset management. The inclusion of a staking program provides a potential yield component, differentiating it from simple spot SUI products. However, the lack of 1940 Act and CEA protections means investors forgo significant regulatory safeguards, placing it in a higher risk category compared to traditional ETFs. This product could intensify competition among digital asset ETFs, particularly those offering staking rewards, and influence broader market adoption of crypto-backed financial products.

Risk Assessment

Risk Level: high — The filing explicitly states, 'AN INVESTMENT IN THE TRUST INVOLVES SIGNIFICANT RISKS AND MAY NOT BE SUITABLE FOR SHAREHOLDERS WHO ARE NOT IN A POSITION TO ACCEPT MORE RISK THAN MAY BE INVOLVED WITH EXCHANGE-TRADED PRODUCTS THAT DO NOT HOLD SUI. THE SHARES ARE SPECULATIVE SECURITIES. THEIR PURCHASE INVOLVES A HIGH DEGREE OF RISK AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.' Additionally, the Trust is not regulated under the Investment Company Act of 1940 or the Commodity Exchange Act of 1936, removing significant investor protections.

Analyst Insight

Investors should approach SUIS with extreme caution, conducting thorough due diligence on SUI's underlying technology and market dynamics. Given the high risk and lack of traditional regulatory protections, only those with a high-risk tolerance and a deep understanding of digital assets should consider an allocation, and even then, it should be a small portion of a diversified portfolio.

Key Numbers

• $25.00 — Per-Share price for Seed Baskets (Price at which Mysten Labs Inc. intends to purchase shares)
• 200,000 — Number of Shares (Shares Mysten Labs Inc. intends to purchase as Seed Capital Investor)
• 10,000 — Shares per Basket (Block size for creation and redemption of Shares)
• 60 — Minutes (Time-weighted average price duration for the Pricing Benchmark)
• 4:00 p.m. — Eastern Time (Daily calculation time for the Pricing Benchmark)

Key Players & Entities

• Canary Staked SUI ETF (company) — Registrant and exchange-traded product
• Canary Capital Group LLC (company) — Sponsor of the Trust
• Mysten Labs Inc. (company) — Seed Capital Investor and promoter of the Trust
• BitGo Trust Company, Inc. (company) — Custodian for the Trust's SUI
• The Nasdaq Stock Market LLC (company) — Expected listing exchange for SUIS shares
• CoinDesk Indices (company) — Benchmark Provider for the Pricing Benchmark
• Sui (company) — Underlying digital asset held by the Trust
• SEC (regulator) — Securities and Exchange Commission
• Morrison C. Warren, Esq. (person) — Legal counsel from Chapman and Cutler LLP
• James Audette, Esq. (person) — Legal counsel from Chapman and Cutler LLP

FAQ

Risk Factors

• Lack of 1940 Act and CEA Regulation [high — regulatory]: The Trust is not registered under the Investment Company Act of 1940 ('1940 Act') or the Commodity Exchange Act ('CEA'). This means investors do not receive the regulatory protections afforded by these acts, such as those for funds registered under the 1940 Act or investors in SUI futures contracts on regulated markets. The Sponsor is not an 'Investment Adviser' and is not subject to a fiduciary standard of care.
• Speculative Nature and High Risk of Loss [high — market]: The Shares are considered speculative securities with a high degree of risk, and investors could lose their entire investment. The Trust's investment objective is to provide exposure to the price of Sui (SUI), which is inherently volatile. The value of the Shares is directly tied to the price of SUI and market conditions.
• Reliance on Third-Party Custodians and Staking Providers [medium — operational]: The Trust relies on BitGo Trust Company, Inc. for custody of SUI and one or more 'Staking Providers' for its staking program. Any operational failures, security breaches, or mismanagement by these third parties could result in the loss of the Trust's assets or failure to achieve its objectives.
• Pricing Benchmark Volatility [medium — financial]: The Net Asset Value (NAV) is established using the CoinDesk Sui USD CCIXber 60m New York Rate, a 60-minute time-weighted average price. This benchmark is susceptible to short-term price fluctuations and manipulation, which could lead to discrepancies between the market price of the Shares and the underlying SUI value.
• Seed Capital Investor as Statutory Underwriter [low — legal]: Mysten Labs Inc., the Seed Capital Investor, is acting as a statutory underwriter for the initial purchase of 200,000 Shares. While this provides initial capital, it also means the Seed Capital Investor is deemed a promoter and their actions could have implications for the Trust's early stages.
• Secondary Market Trading Premiums/Discounts [medium — market]: Shareholders buying or selling Shares on the secondary market through brokers may do so at a premium or discount relative to the per-Share net asset value. This is influenced by supply and demand for Shares, the value of the Trust's assets, and prevailing market conditions.

Industry Context

The cryptocurrency ETF market is rapidly evolving, with increasing institutional interest in digital assets. This ETF aims to capture a niche by offering direct exposure to the Sui (SUI) cryptocurrency and leveraging its proof-of-stake mechanism for staking rewards. Competitors include other crypto-focused ETFs and direct investment in cryptocurrencies, but few offer the integrated staking reward component as a secondary objective.

Regulatory Implications

The Trust operates outside the traditional regulatory frameworks of the 1940 Act and CEA, meaning investors lack the protections afforded by these regulations. The Sponsor is not subject to fiduciary duties under the Advisers Act, and the Trust is not regulated by the CFTC. This significantly increases the risk profile for investors.

What Investors Should Do

1. Thoroughly review the 'Risk Factors' section of the S-1/A filing, paying close attention to the lack of traditional regulatory protections and the speculative nature of the investment.
2. Understand that the ETF's performance is directly tied to the volatile price of SUI and the effectiveness of the staking program.
3. Consider the implications of the pricing benchmark and potential premiums or discounts when trading on the secondary market.
4. Evaluate personal risk tolerance and financial situation to determine if an investment in a highly speculative digital asset ETF is appropriate.

Key Dates

• 2025-12-19: Filing of S-1/A Registration Statement — This filing officially outlines the Trust's structure, objectives, risks, and operational details, marking a significant step towards its public offering.

Glossary

SUI

The native cryptocurrency of the Sui blockchain network. (The primary asset the ETF aims to provide exposure to and earn staking rewards from.)

S-1/A

An amendment to a registration statement filed with the SEC, indicating changes or additions to the initial filing. (This document provides the most up-to-date information about the ETF's structure and offering.)

NAV

Net Asset Value, representing the per-share market value of an ETF's assets. (The ETF will establish its NAV based on a specific benchmark for the SUI cryptocurrency.)

Pricing Benchmark

The CoinDesk Sui USD CCIXber 60m New York Rate, used to determine the Trust's NAV. (This benchmark is crucial for calculating the value of the ETF's holdings and for creation/redemption processes.)

Staking Program

A process where the Trust's SUI holdings are used to validate transactions on the Sui network, earning rewards. (This is a secondary objective of the ETF, aiming to generate additional SUI through staking rewards.)

Basket

A block of 10,000 Shares used for the creation and redemption process with Authorized Participants. (Defines the unit of trading for large-scale transactions between the ETF and financial institutions.)

Authorized Participant

Financial firms authorized to create and redeem Shares of the ETF directly with the Trust. (These entities facilitate the flow of SUI and Shares between the Trust and the market.)

Emerging Growth Company

A company that meets certain criteria under the JOBS Act, allowing for relaxed regulatory and reporting requirements. (Indicates the Trust will benefit from certain exemptions, potentially impacting transparency and disclosure timelines.)

Year-Over-Year Comparison

As this is an initial S-1/A filing (Amendment No. 2), there is no prior year filing to compare against. Key metrics such as revenue, margins, and specific financial performance are not yet established as the ETF has not commenced operations or public trading. The filing primarily outlines the proposed structure, objectives, and associated risks of the Canary Staked SUI ETF.

Key Financial Figures

• $25.00 — 200,000 Shares at a per-Share price of $25.00 (the “Seed Baskets”). The p

Filing Documents

• sui-s1a_121825.htm (S-1/A) — 1199KB
• ex3-1_2.htm (EX-3.(1)(2)) — 322KB
• ex3-3.htm (EX-3.3) — 18KB
• ex10-3.htm (EX-10.3) — 177KB
• ex10-3_1.htm (EX-10.(3)(1)) — 47KB
• ex10-3_2.htm (EX-10.(3)(2)) — 57KB
• ex10-6.htm (EX-10.6) — 26KB
• ex10-8.htm (EX-10.8) — 27KB
• ex10-9.htm (EX-10.9) — 181KB
• ex103001.jpg (GRAPHIC) — 2KB
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• ex106002.jpg (GRAPHIC) — 1KB
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• ex31001.jpg (GRAPHIC) — 9KB
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• suis1a001.jpg (GRAPHIC) — 4KB
• 0001999371-25-020698.txt ( ) — 2165KB

From the Filing

TO FORM S-1 As filed with the Securities and Exchange Commission on December 19, 2025 Registration No. 333-285855 UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 REGISTRATION UNDER THE SECURITIES ACT OF 1933 CANARY STAKED SUI ETF (formerly Canary SUI ETF) (Exact name of registrant as specified in its charter) Delaware 33-6990022 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) c/o Canary Capital Group LLC 8 Cadillac Drive, Suite 300 Brentwood, TN 37027 (615) 200-0788 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Copy to: Morrison C. Warren, Esq., James Audette, Esq., Chapman and Cutler LLP 320 South Canal Street Chicago, IL 60606 (312) 845-3484 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. The information in this Preliminary Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Preliminary Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PROSPECTUS Shares Canary Staked SUI ETF The Canary Staked SUI ETF (the “Trust”) is an exchange-traded product that issues shares of beneficial interest (the “Shares”) that trade on The Nasdaq Stock Market LLC (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 its participation in the staking program (the “Staking Program”) administered by the Sponsor, in which staking rewards will be earned through the validation of transactions in the SUI network’s (the “SUI Network”) proof-of-stake (“PoS”) process. In seeking to achieve its investment objectives, the Trust will hold SUI and establish its net asset value (“NAV”) by reference to the CoinDesk Sui USD CCIXber 60m New York Rate (“Pricing Benchmark”). The Pricing Benchmark is calculated by CoinDesk Indices (the “Benchmark Provider”) based on a 60-minute time-weighted average price of the SUI-USD CCIXber Reference Rate (the “Underlying Index”), which is an aggregation of executed

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