21Shares Files S-1/A for Sui ETF, Eyes Staking Rewards

TL;DR

**This Sui ETF is a high-risk, high-reward play on a Layer 1 blockchain, but the staking potential could be a game-changer if regulatory hurdles are cleared.**

AI Summary

The 21Shares Sui ETF (TSUI) filed an S-1/A on October 23, 2025, for an exchange-traded fund designed to track the performance of SUI tokens, the native asset of the Sui Network. The Trust aims to achieve its investment objective by holding SUI and valuing its shares daily based on the CME CF Sui — Dollar Reference Rate — New York Variant. A key business change highlighted is the potential for the Sponsor to engage in staking activities, either directly through third-party staking service providers or by utilizing Liquid Staking Tokens, provided it can do so without undue legal, regulatory, or tax risk. The Sponsor, 21Shares US LLC, served as the Audit Seed Investor, purchasing 2 Shares at $50.00 each for a total of $100.00, which were later redeemed for cash. The Initial Seed Creation Investor, also 21Shares US LLC, is expected to acquire initial seed creation baskets, with total proceeds used to purchase SUI prior to listing. The filing emphasizes significant risks, stating that an investment in the Trust involves a high degree of risk and investors could lose their entire investment, particularly due to the speculative nature of SUI tokens and the evolving regulatory landscape for digital assets.

Why It Matters

This S-1/A filing for the 21Shares Sui ETF (TSUI) is significant as it signals the continued institutionalization of cryptocurrency investments, offering investors regulated access to the Sui Network's native token, SUI. For investors, it provides a new, potentially more accessible, and liquid avenue to gain exposure to SUI without direct ownership, though it carries substantial risk. The inclusion of potential staking activities could offer additional yield opportunities, differentiating it from other spot crypto ETFs. This move intensifies competition within the digital asset ETF space, particularly against other single-asset crypto ETFs, and could influence broader market sentiment towards Layer 1 blockchain tokens.

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." This direct language, coupled with the inherent volatility and evolving regulatory environment of digital assets like SUI, indicates a high-risk investment.

Analyst Insight

Investors should approach the 21Shares Sui ETF with extreme caution, recognizing the high degree of risk and potential for total loss. Conduct thorough due diligence on the Sui Network's fundamentals and the specific risks outlined in the S-1/A, especially regarding the speculative nature of SUI and the regulatory uncertainty surrounding staking activities. Consider this a highly speculative allocation within a diversified portfolio, if at all.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• $100.00 — Total proceeds from Seed Creation Baskets (Generated from the sale of 2 Shares at $50.00 each to the Sponsor as Audit Seed Investor.)
• 2 Shares — Number of Seed Creation Baskets (Purchased by the Sponsor as Audit Seed Investor at $50.00 per share.)
• $50.00 — Per-Share price of Seed Creation Baskets (The price at which the Sponsor purchased the initial 2 Shares.)
• October 23, 2025 — Filing Date (Date of the S-1/A amendment filing.)
• 3 years — Expected offering duration (The offering is intended to be continuous and not expected to terminate until three years from the original offering date.)

Key Players & Entities

• 21Shares Sui ETF (company) — Registrant and exchange-traded fund
• SUI (company) — Native token of the Sui Network
• 21Shares US LLC (company) — Sponsor of the Trust and Audit Seed/Initial Seed Creation Investor
• Coinbase Custody Trust Company, LLC (company) — SUI Custodian for the Trust
• Russell Barlow (person) — Agent for service for 21Shares US LLC
• Allison M. Fumai, Esq. (person) — Legal counsel from Dechert LLP
• Anna Tomczyk, Esq. (person) — Legal counsel from Dechert LLP
• Neel Maitra, Esq. (person) — Legal counsel from Dechert LLP
• Securities and Exchange Commission (regulator) — Regulatory body overseeing the filing
• $100.00 (dollar_amount) — Total proceeds from the sale of Seed Creation Baskets

FAQ

Risk Factors

• Evolving Digital Asset Regulatory Landscape [high — regulatory]: The filing explicitly states that the evolving regulatory landscape for digital assets presents significant risks. This includes the potential for new regulations that could impact the Trust's ability to operate, hold SUI, or engage in staking activities, potentially jeopardizing its tax status as a grantor trust.
• Speculative Nature of SUI Tokens [high — market]: Investment in the Trust is considered high risk due to the speculative nature of SUI tokens. Investors could lose their entire investment, as the value of SUI is subject to extreme volatility and market sentiment typical of nascent digital assets.
• Reliance on Third-Party Staking Providers [medium — operational]: The Trust's ability to generate staking rewards is contingent on engaging third-party staking service providers. Risks include the performance, reliability, and reputation of these providers, including potential issues with uptime or 'slashing' penalties, which could negatively impact the Trust's net asset value.
• Use of Liquid Staking Tokens [medium — operational]: The potential use of Liquid Staking Tokens introduces additional operational and regulatory risks. The Trust must determine that these tokens represent beneficial ownership of underlying SUI for tax purposes and that their acquisition does not vary the Trust's investments, a determination not yet made.
• Tracking Error and Expenses [medium — financial]: The Trust aims to track the performance of SUI as measured by the CME CF Sui — Dollar Reference Rate — New York Variant, adjusted for expenses and liabilities. Any deviation from this benchmark, including trading costs, fees, and potential slippage incurred by Authorized Participants, can lead to tracking errors and reduced returns for investors.
• Authorized Participant and SUI Counterparty Risks [medium — legal]: The creation and redemption process relies on Authorized Participants and SUI Counterparties. Risks include potential counterparty default, execution failures, or adverse pricing by SUI Counterparties during the conversion of SUI to USD, impacting the Trust's NAV and investor redemptions.

Industry Context

The digital asset ETF market is rapidly evolving, with increasing institutional interest in providing regulated access to cryptocurrencies. Competitors offer ETFs tracking Bitcoin, Ethereum, and other major digital assets. The Sui Network, as a Layer 1 blockchain, competes in a crowded space with established players and emerging platforms, focusing on speed, scalability, and developer-friendliness.

Regulatory Implications

The filing highlights significant regulatory uncertainty surrounding digital assets. The Trust's ability to engage in staking, particularly through Liquid Staking Tokens, is contingent on navigating complex legal and tax frameworks to avoid jeopardizing its status as a grantor trust. Evolving SEC and CFTC guidance on digital assets poses ongoing compliance challenges.

What Investors Should Do

1. Review the 'Risk Factors' section thoroughly.
2. Understand the role of the CME CF Sui — Dollar Reference Rate — New York Variant.
3. Evaluate the potential impact of staking activities.
4. Assess the reliance on Authorized Participants and SUI Counterparties.

Key Dates

• 2025-10-23: Filing of S-1/A Amendment No. 2 — Indicates the Trust is progressing through the SEC registration process for its proposed offering of shares to track SUI.
• 2025-10-23: Preliminary Prospectus Dated — Provides the most current information available to potential investors regarding the Trust's structure, objectives, risks, and operations.

Glossary

SUI

The native token of the Sui Network, a Layer 1 proof-of-stake blockchain and smart contract platform. (This is the digital asset that the 21Shares Sui ETF aims to track the performance of.)

CME CF Sui — Dollar Reference Rate — New York Variant

The benchmark rate used by the Trust to measure the performance of SUI in U.S. dollars, calculated by CF Benchmarks Ltd. (This rate is central to the Trust's investment objective of tracking SUI's price performance.)

Sponsor

21Shares US LLC, the entity responsible for the management and operation of the Trust. (The Sponsor makes key decisions regarding staking, selecting service providers, and managing the Trust's assets.)

Staking Activities

The process of participating in network validation on a proof-of-stake blockchain to earn rewards, potentially involving third-party providers or Liquid Staking Tokens. (The Trust may engage in these activities to generate additional yield, subject to regulatory and tax considerations.)

Liquid Staking Tokens

Freely-tradable digital tokens representing SUI staked within a protocol, offering liquidity benefits over locked-up SUI. (An alternative method the Trust may use for staking, subject to significant regulatory and tax risk assessments.)

Authorized Participant

Financial firms authorized to purchase or redeem Creation Baskets of the Trust's shares directly from the Trust. (These participants are crucial for the creation and redemption mechanism that helps the ETF's market price track its Net Asset Value.)

Creation Basket

A block of the Trust's shares that Authorized Participants purchase or redeem, typically in exchange for a corresponding amount of the underlying asset (SUI) or cash. (The mechanism through which new shares are created and existing shares are redeemed, facilitating liquidity and price tracking.)

SUI Counterparty

A designated third party that facilitates the conversion of SUI to U.S. dollars or vice versa for Authorized Participants during creation/redemption processes. (Plays a role in executing trades and managing the flow of SUI and cash, with associated execution and pricing risks.)

Year-Over-Year Comparison

This is an amendment (No. 2) to the S-1 registration statement, filed on October 23, 2025. As it is an initial registration filing for a new ETF, there are no prior year financial metrics or operational data to compare against. The filing focuses on establishing the Trust's structure, investment objective, operational mechanisms, and outlining the significant risks associated with investing in SUI and digital asset ETFs.

Key Financial Figures

• $50.00 — rising 2 Shares at a per-Share price of $50.00 as described in “ Audit Seed/Init
• $100.00 — ale of these Seed Creation Baskets were $100.00. Delivery of the Seed Creation Baskets

Filing Documents

• ea0262075-s1a2_21shares.htm (S-1/A) — 1269KB
• 0001213900-25-101707.txt ( ) — 1270KB

From the Filing

NO. 2 TO FORM S-1 As filed with the Securities and Exchange Commission on October 23, 2025 Registration No. 333-286878 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 21SHARES SUI ETF (Exact name of registrant as specified in its charter) Delaware 6221 33-6749416 (State or other jurisdiction of incorporation or organization) (Primary (I.R.S. Employer Identification Number) 477 Madison Avenue, 6 th Floor New York, New York 10022 (646) 370-6016 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) 21Shares US LLC Russell Barlow 477 Madison Avenue, 6 th Floor New York, New York 10022 (646) 370-6016 (Address, including zip code, and telephone number, including area code, of agent for service) Copy to: Allison M. Fumai, Esq. Anna Tomczyk, Esq. Neel Maitra, Esq. Dechert LLP 1095 Avenue of the Americas New York, New York 10036 (212) 698-3526 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. 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 of 1933, please check the following box and list the Securities Act of 1933 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 of 1933, check the following box and list the Securities Act of 1933 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 of 1933, check the following box and list the Securities Act of 1933 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,” “non-accelerated and Exchange Act of 1934. 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 of 1933. 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 Securities and Exchange 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. Dated October 23, 2025 PRELIMINARY PROSPECTUS Shares 21Shares Sui ETF The 21Shares Sui ETF (the “Trust”) is an exchange-traded fund that issues common shares of beneficial interest (the “Shares”) that are anticipated to be listed on the NASDAQ Stock Market LLC (the “Exchange”). The Trust is a passive investment vehicle that does not seek to generate returns beyond tracking the price of SUI tokens, the native token of the Sui Network (“SUI”), a Layer 1 proof-of-stake blockchain and smart contract platform designed to make digital asset ownership fast, private, secure and accessible. This means the Sponsor does not speculatively sell SUI at times when its price is high or speculatively acquire SUI at low prices in the expectation of future price increases. It also means the Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective. The Trust’s investment objective is to seek to track the performance of SUI, as measured by the performance of the CME CF Sui — Dollar Reference

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