《Canary Staked SEI ETF 美股招股說明書 S-1（2025-04-30版）（英文版）（122頁）.pdf》由會員分享，可在線閱讀，更多相關《Canary Staked SEI ETF 美股招股說明書 S-1（2025-04-30版）（英文版）（122頁）.pdf（122頁珍藏版）》請在三個皮匠報告上搜索。

1、2025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htm1/122S-1 1 sei-s1_042925.htm FORM S-1As filed with the Securities and Exchange Commission on April 30,2025Registration No.333-_ UNI

2、TED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 CANARY STAKED SEI ETF(Exact name of registrant as specified in its charter)Delaware_(State or other jurisdiction ofincorporation or organization)(I.R.S.EmployerIdentificatio

3、n Number)c/o Canary Capital Group LLCSteven McClurg1131 4th Avenue S#230Nashville,TN 37210(615)200-0788(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Copy to:Morrison C.Warren,Esq.,James Audette,Esq.,Chapman and Cutler LLP 320 South Ca

4、nal StreetChicago,IL 60606(312)845-3484 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of thisRegistration Statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to

5、Rule 415 underthe 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 checkthe following box and list the Securities Act registration statement number of the earlier effective re

6、gistration statement for thesame offering:If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.2025/5/8 1

7、4:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htm2/122If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Sec

8、urities 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,smallerreporting company,or an emerging growth company.See the defin

9、itions of“large accelerated filer,”“accelerated filer,”“smallerreporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filerSmaller reporting company Emerging growth company If an emerging growth company,indicate by c

10、heck mark if the registrant has elected not to use the extended transition period forcomplying 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

11、necessary to delay its effectivedate until the Registrant shall file a further amendment which specifically states that this Registration Statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933 or until the Registration Statementshall become effective

12、on such date as the Commission,acting pursuant to said Section 8(a),may determine.2025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htm3/122 The information in this Preliminary Prospec

13、tus is not complete and may be changed.We may not sell these securities untilthe registration statement filed with the Securities and Exchange Commission is effective.This Preliminary Prospectus isnot an offer to sell these securities and it is not soliciting an offer to buy these securities in any

14、jurisdiction where the offeror sale is not permitted.Subject to Completion Dated April 30,2025 PROSPECTUS Shares Canary Staked SEI ETF The Canary Staked SEI ETF(the“Trust”)is an exchange-traded product that issues shares of beneficial interest(the“Shares”)that trade on the _(the“Exchange”).The Trust

15、s investment objective is to seek to provide exposure to the price of Sei(“SEI”)held by the Trust,less the expenses of the Trusts operations and other liabilities.A secondary investment objective is forthe Trust to earn additional SEI through the validation of transactions in the SEI Networks proof-

16、of-stake(“PoS”)process.Inseeking to achieve its investment objectives,the Trust will hold SEI and establish its net asset value(“NAV”)by reference to theprice of SEI as calculated by CoinDesk Indices,Inc.(“Pricing Benchmark”).The Pricing Benchmark is calculated by CoinDesk(the“Benchmark Provider”),a

17、 financial data website integrating spot market prices from various digital asset trading platforms(“Constituent Platforms”).Canary Capital Group LLC(the“Sponsor”)is the sponsor of the Trust,CSC Delaware Trust Company(the“Trustee”)is the trustee of the Trust,_(“_”or the“Transfer Agent”)is the Trusts

18、 transfer agent(in suchcapacity,the“Transfer Agent”)and cash custodian(in such capacity,the“Cash Custodian”),and BitGo Trust Company,Inc.(“BitGo”or the“BitGo Custodian”)and Coinbase Custody Trust Company,LLC(the“Coinbase Custodian”or“Coinbase,”and,collectively with the BitGo Custodian,the“Custodians

19、”)are the custodians for the Trust,and will hold all of the Trusts SEI on theTrusts behalf.The Trust is an exchange-traded product.When the Trust sells or redeems its Shares,it will do so in blocks of _ Shares(a“Basket”)based on the quantity of SEI attributable to each Share of the Trust(net of accr

20、ued but unpaid expenses and liabilities).For a subscription for Shares,the subscription shall be in the amount of cash needed to purchase the amount of SEI represented bythe Basket being created,as calculated by the Administrator(as defined below).For a redemption of Shares,the Sponsor shallarrange

21、for the SEI represented by the Basket to be sold and the cash proceeds distributed.Financial firms that are authorized topurchase or redeem Shares with the Trust(known as“Authorized Participants”)will deliver,or facilitate the delivery of,cash to theTrusts account with the Cash Custodian in exchange

22、 for Shares when they purchase Shares,and the Trust will deliver cash to suchAuthorized Participants when they redeem Shares with the Trust.Shares initially comprising the same Basket but offered by theAuthorized Participants to the public at different times may have different offering prices,which

23、depend on various factors,including the supply and demand for Shares,the value of the Trusts assets,and market conditions at the time of a transaction.Owners of the beneficial interests of Shares(“Shareholders”)who buy or sell Shares during the day from their broker on thesecondary market may do so

24、at a premium or discount relative to the per Share net asset value of the Trust.Shareholders who decide to buy or sell Shares of the Trust will place their trade orders through their brokers and will incurcustomary brokerage commissions and charges.Prior to this offering,there has been no public mar

25、ket for the Shares.The Sharesare expected to be listed for trading,subject to notice of issuance,on the Exchange under the ticker symbol“_.”The offering of an indeterminate amount of the Trusts Shares is registered with the Securities and Exchange Commission(the“SEC”)in accordance with the Securitie

26、s Act of 1933,as amended(the“1933 Act”).The offering is intended to be a continuousoffering.The Trust is not a fund registered under the Investment Company Act of 1940,as amended(the“1940 Act”),and is notsubject to regulation under the 1940 Act.Investors in the Trust will not,therefore,receive the r

27、egulatory protections afforded byfunds registered under the 1940 Act.The Sponsor is not an“Investment Adviser”(as defined in Section 202(a)(11)of theInvestment Advisers Act of 1940,as amended(the“Advisers Act”),and therefore the Sponsors provision of services to the Trustwill not be governed by the

28、Advisers Act and is not subject to a fiduciary standard of care.The Trust is not a commodity pool forpurposes of the Commodity Exchange Act of 1936,as amended(the“CEA”),and the Sponsor is not subject to regulation by theCommodity Futures Trading Commission(the“CFTC”)as a commodity pool operator or a

29、 commodity trading advisor.Shareholders in the Trust will not benefit from the protections afforded to investors in SEI futures contracts on regulated futuresmarkets.The Trusts Shares are neither interests in nor obligations of the Sponsor or the Trustee.On _,202_,_(the“Seed Capital Investor”),an af

30、filiate of the Sponsor,purchased one(1)Share at a per-Share price of$_(the“Seed Share”).Delivery of the Seed Share was made on _,202_.Total proceeds to the Trust from the sale of the SeedShare were$_.On _,202_,the Seed Share was redeemed for cash and the Seed Capital Investor purchased _ Shares at a

31、per-Share price of$_(the“Seed Baskets”).Total proceeds to the Trust from the sale of the Seed Baskets were$_.On _,202_,the Trust purchased _ SEI with the proceeds of the Seed Baskets.As of the date of the Prospectus,these _Shares2025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/se

32、i-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htm4/122represent all of the outstanding Shares.The Seed Capital Investor will act as a statutory underwriter in connection with the SeedBaskets.See“Seed Capital Investor”for additional information.The pri

33、ce of the Seed Share and the Seed Baskets was determined as described herein and such Shares could be sold atdifferent prices if sold by the Seed Capital Investor at different times.AN INVESTMENT IN THE TRUST INVOLVES SIGNIFICANT RISKS AND MAY NOT BE SUITABLE FORSHAREHOLDERS WHO ARE NOT IN A POSITIO

34、N TO ACCEPT MORE RISK THAN MAY BE INVOLVED WITHEXCHANGE-TRADED PRODUCTS THAT DO NOT HOLD SEI.THE SHARES ARE SPECULATIVE SECURITIES.THEIR PURCHASE INVOLVES A HIGH DEGREE OF RISK AND YOU COULD LOSE YOUR ENTIREINVESTMENT.YOU SHOULD CONSIDER ALL RISK FACTORS BEFORE INVESTING IN THE TRUST.PLEASEREFER TO“

35、RISK FACTORS”BEGINNING ON PAGE _.THE SHARES OF THE TRUST ARE NEITHER INTERESTS IN NOR OBLIGATIONS OF THE SPONSOR,THETRUSTEE,THE ADMINISTRATOR,THE TRANSFER AGENT,THE MARKETING AGENT,THE CUSTODIANS ORANY OF THEIR RESPECTIVE AFFILIATES.THE SHARES ARE NOT INSURED OR GUARANTEED BY THEFEDERAL DEPOSIT INSU

36、RANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OFTHE SECURITIES OFFERED IN THIS PROSPECTUS,OR DETERMINED IF THIS PROSPECTUS IS TRUTHFULOR COMPLETE.ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.THE TRUST IS

37、 AN“EMERGING GROWTH COMPANY”AS THAT TERM IS USED IN THE JUMPSTART OURBUSINESS STARTUPS ACT OF 2012 AND,AS SUCH,MAY ELECT TO COMPLY WITH CERTAIN REDUCEDREPORTING REQUIREMENTS.The date of this Prospectus is _,202_ 2025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmht

38、tps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htm5/122 TABLE OF CONTENTS Page STATEMENT REGARDING FORWARD-LOOKING STATEMENTSiiPROSPECTUS SUMMARY1SEI,SEI MARKETS AND REGULATION OF SEI11RISK FACTORS20THE TRUST AND SEI PRICES63CALCULATION OF NAV66ADDITIONAL INFORMATION A

39、BOUT THE TRUST67THE TRUSTS SERVICE PROVIDERS70CUSTODY OF THE TRUSTS ASSETS73FORM OF SHARES77TRANSFER OF SHARES77SEED CAPITAL INVESTOR78PLAN OF DISTRIBUTION78CREATION AND REDEMPTION OF SHARES80USE OF PROCEEDS85OWNERSHIP OR BENEFICIAL INTEREST IN THE TRUST85CONFLICTS OF INTEREST86DUTIES OF THE SPONSOR

40、87LIABILITY AND INDEMNIFICATION89PROVISIONS OF LAW91MANAGEMENT;VOTING BY SHAREHOLDERS91BOOKS AND RECORDS92STATEMENTS,FILINGS,AND REPORTS TO SHAREHOLDERS92FISCAL YEAR93GOVERNING LAW;CONSENT TO DELAWARE JURISDICTION93LEGAL MATTERS93EXPERTS93MATERIAL CONTRACTS94UNITED STATES FEDERAL INCOME TAX CONSEQUE

41、NCES98PURCHASES BY EMPLOYEE BENEFIT PLANS101INFORMATION YOU SHOULD KNOW102INTELLECTUAL PROPERTY102WHERE YOU CAN FIND MORE INFORMATION102PRIVACY POLICY103REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM104 2025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmht

42、tps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htm6/122 This Prospectus contains information you should consider when making an investment decision about the Shares of theTrust.You may rely on the information contained in this Prospectus.The Trust and the Sponsor have

43、not authorized any person toprovide you with different information and,if anyone provides you with different or inconsistent information,you should not relyon it.This Prospectus is not an offer to sell the Shares in any jurisdiction where the offer or sale of the Shares is not permitted.The Shares o

44、f the Trust are not registered for public sale in any jurisdiction other than the United States.i2025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htm7/122 STATEMENT REGARDING FORWARD-

45、LOOKING STATEMENTS This Prospectus includes“forward-looking statements”that generally relate to future events or future performance.Insome cases,you can identify forward-looking statements by terminology such as“may,”“will,”“should,”“expect,”“plan,”“anticipate,”“believe,”“estimate,”“predict,”“potent

46、ial”or the negative of these terms or other comparable terminology.Allstatements(other than statements of historical fact)included in this Prospectus that address activities,events or developments thatwill or may occur in the future,including such matters as movements in the digital asset markets an

47、d indexes that track suchmovements,the Trusts operations,the Sponsors plans and references to the Trusts future success and other similar matters,areforward-looking statements.These statements are only predictions.Actual events or results may differ materially.These statementsare based upon certain

48、assumptions and analyses the Sponsor has made based on its perception of historical trends,currentconditions and expected future developments,as well as other factors appropriate in the circumstances.Whether or not actual results and developments will conform to the Sponsors expectations and predict

49、ions,however,issubject to a number of risks and uncertainties,including the special considerations discussed in this Prospectus,general economic,market and business conditions,changes in laws or regulations,including those concerning taxes,made by governmentalauthorities or regulatory bodies,and oth

50、er world economic and political developments.Consequently,all the forward-lookingstatements made in this Prospectus are qualified by these cautionary statements,and there can be no assurance that actual results ordevelopments the Sponsor anticipates will be realized or,even if substantially realized

51、,that they will result in the expectedconsequences to,or have the expected effects on,the Trusts operations or the value of its Shares.Should one or more of these risks discussed in“Risk Factors”or other uncertainties materialize,or should underlyingassumptions prove incorrect,actual outcomes may va

52、ry materially from those described in forward-looking statements.Forward-looking statements are made based on the Sponsors beliefs,estimates and opinions on the date the statements are made and neitherthe Trust nor the Sponsor is under a duty or undertakes an obligation to update forward-looking sta

53、tements if these beliefs,estimates and opinions or other circumstances should change,other than as required by applicable laws.Moreover,neither theTrust,the Sponsor,nor any other person assumes responsibility for the accuracy and completeness of any of these forward-lookingstatements.Investors are t

54、herefore cautioned against placing undue reliance on forward-looking statements.ii2025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htm8/122 PROSPECTUS SUMMARY This is only a summary o

55、f the Prospectus and,while it contains material information about the Trust and its Shares,itdoes not contain or summarize all of the information about the Trust and the Shares contained in this Prospectus that is materialand/or which may be important to you.You should read this entire Prospectus be

56、fore making an investment decision about theShares.Overview of the Trust The Canary Staked SEI ETF(the“Trust”)is an exchange-traded fund that issues shares of beneficial interest(the“Shares”)that seeks to list and trade on the _(the“Exchange”).The Trusts investment objective is to seek to provideexp

57、osure to the price of Sei(“SEI”)held by the Trust,less the expenses of the Trusts operations and other liabilities.Asecondary investment objective is for the Trust to earn additional SEI through the validation of transactions in the SEI Networksproof-of-stake(“PoS”)process.In seeking to achieve its

58、investment objectives,the Trust will hold SEI and establish its net assetvalue(“NAV”)by reference to the price of SEI as calculated by CoinDesk Indices,Inc.(“Pricing Benchmark”).The Trust issponsored by Canary Capital Group LLC(the“Sponsor”),a wholly owned subsidiary of Canary Capital Group Inc.The

59、Trust intends to provide direct exposure to the price of SEI held by the Trust with BitGo Trust Company,Inc.(“BitGo”or the“BitGo Custodian”)and Coinbase Custody Trust Company,LLC(the“Coinbase Custodian”or“Coinbase,”and,collectively with the BitGo Custodian,the“Custodians”).The Custodians are not ins

60、ured by the Federal Deposit InsuranceCorporation(the“FDIC”)but carry insurance provided by private insurance carriers.The net assets of the Trust and its Sharesare valued on a daily basis with reference to the Pricing Benchmark,which is calculated by CoinDesk(the“BenchmarkProvider”)by integrating sp

61、ot market prices from various digital asset trading platforms(“Constituent Platforms”).The PricingBenchmark is calculated as of 4:00 p.m.Eastern time(“ET”).SEI is a digital asset.Like all digital assets,buying,holding and selling SEI is very different from buying,holding andselling more conventional

62、 investments like stocks and bonds.Stocks represent ownership in a company,entitling shareholders toa portion of the companys profits.Bonds are debt instruments issued by corporations or governments,where the bondholder is acreditor to the issuer that is generally entitled to a stream of income paym

63、ents.Ownership of stocks and bonds is typicallyrecorded through a centralized system managed by brokers,custodians or clearinghouses.Ownership of SEI does not entitle itsholders to any portion of a companys profits or any stream of income payments.SEI is a decentralized digital asset andownership of

64、 it is reflected on a decentralized ledger.The Trust provides investors with the opportunity to access the market for SEI through a traditional brokerage accountwithout the potential barriers to entry or risks involved with acquiring and holding SEI directly.The Trust will not usederivatives that co

65、uld subject the Trust to additional counterparty and credit risks.The Sponsor believes that the design of theTrust will enable certain investors to more effectively and efficiently implement strategic and tactical asset allocation strategiesthat use SEI by investing in the Shares rather than purchas

66、ing,holding and trading SEI directly.The Shareholders of the Trust take no part in the management or control,and have no voice in,the Trusts operations orbusiness.Except in limited circumstances,Shareholders will have no voting rights under the Trust Agreement(as definedbelow).The Trust,the Sponsor

67、and the Trusts service providers will not loan or pledge the Trusts assets,nor will the Trustsassets serve as collateral for any loan or similar arrangement.The Trust will not utilize leverage,derivatives or any similar arrangements in seeking to meet its investment objectives.12025/5/8 14:00sec.gov

68、/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htm9/122 The Trust intends to establish a program to stake a portion of the Trusts assets through one or more stakinginfrastructure providers(each a“Stakin

69、g Provider”).The Staking Provider will provide hardware,software and servicesnecessary to enable the Trust to establish validator nodes and stake the Trusts SEI on the SEI Network.As a result of anystaking activity in which the Trust may engage,the Trust expects to receive certain staking rewards of

70、 SEI,which may be treatedfor federal income tax purposes as income to the Trust.The Staking Provider exercises no discretion as to the amount the TrustsSEI to be staked or timing of the staking activities(other than as is incidental in establishing or deactivating validator nodes).The Custodians wil

71、l maintain exclusive possession and control of the private keys associated with any staked SEI at all times.Staking activity on the SEI Network carries the risk of loss of SEI,including penalties that may be imposed if stake is delegatedto underperforming or misbehaving validators.In addition,during

72、 the“voting”and“withdrawing”processes,staked SEIbecomes temporarily inaccessible for a period of time determined by a range of factors.This may result in liquidity constraints iffunds are needed during that period,and the Sponsor will manage these liquidity risks accordingly.The SEI Network and SEI

73、The SEI network is a decentralized,application-specific Layer 1 blockchain launched to serve as foundationalinfrastructure for high-performance trading and exchange-focused decentralized applications(the“SEI Network”).SEI wasdesigned to optimize on-chain performance for decentralized applications(“d

74、Apps”)centered on trading and exchangefunctionality.The network supports high-throughput,low-latency transaction execution and provides infrastructure fordecentralized finance(“DeFi”),gaming and non-fungible tokens(“NFTs”).In contrast to general-purpose blockchains,SEIincludes a native order-matchin

75、g engine and implements protocol-level enhancements,including parallel transaction processingand frequent batch auction mechanisms,designed specifically to meet the performance and fairness demands of tradingapplications.SEI uses a proof-of-stake(“PoS”)consensus model grounded in Tendermint Core,a B

76、yzantine Fault Tolerant(“BFT”)engine that separates consensus from application logic.SEI enhances this model through its proprietary“Twin-Turbo”architecture,which combines intelligent block propagation with optimistic transaction execution.Validators propose and confirmblocks,while token holders can

77、 delegate stake to those validators in exchange for rewards.This structure provides both networksecurity and a mechanism for token holder participation in governance.The Twin-Turbo system improves block finality andlowers latency,making SEI particularly well-suited for time-sensitive and high-freque

78、ncy trading strategies.SEI is the native token of the SEI Network and is used for gas fees,staking and governance.It serves as the unit ofaccount for paying transaction costs and is staked to validators who secure the network.Token holders also participate ingovernance by voting on protocol upgrades

79、 and parameter changes.SEI further acts as a medium of exchange within dApps thatrely on SEIs native matching engine for order execution at the protocol level.SEIs utility spans the full breadth of the networks modular infrastructure.In DeFi,the token may be used inderivatives markets,automated mark

80、et makers and other financial protocols that benefit from SEIs parallelized execution modeland sub-second block times.The network supports asset-agnostic trading and maintains a native price oracle system,allowingdevelopers to create customized trading instruments and settle transactions efficiently

81、.SEI also facilitates trading of NFTs andin-game assets on gaming platforms that require integrated liquidity and predictable execution.The frequent batch auction modelreduces opportunities for front-running and supports more equitable order settlement.SEIs architecture is built to maximize composab

82、ility,performance and decentralization.By leveraging transactionparallelization,validator-powered oracles and deterministic order handling,the network ensures integrity and predictabilityacross financial workflows.As part of the Cosmos ecosystem,SEI is interoperable with other blockchains through th

83、e Inter-Blockchain Communication(“IBC”)protocol,a standard for trust-minimized cross-chain messaging.This interoperabilityenables seamless asset transfers and positions SEI as an interconnected infrastructure layer designed for next-generation tradingecosystems.For more information on SEI and the SE

84、I Network,see“SEI,SEI Markets,and Regulation of SEI”below.The Trusts Investment Objectives The Trusts investment objective is to seek to provide exposure to the price of SEI held by the Trust,less the expensesof the Trusts operations and other liabilities.A secondary investment objective is for the

85、Trust to earn additional SEI through thevalidation of transactions in the SEI Networks proof-of-stake process.In seeking to achieve its investment objectives,the Trustwill hold SEI and establish its NAV by reference to the Pricing Benchmark.The Pricing Benchmark is calculated by theBenchmark Provide

86、r,a financial data website integrating spot market prices from various Constituent Platforms.All of theTrusts SEI will be held by the Custodians.2025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei

87、-s1_042925.htm10/12222025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htm11/122 The Pricing Benchmark The Pricing Benchmark is calculated by the Benchmark Provider,a financial data we

88、bsite integrating spot market pricesfrom various Constituent Platforms.All of the Trusts SEI will be held by the Custodians.The Trust uses the Pricing Benchmarkto calculate its daily NAV.The Pricing Benchmark will provide a daily,4:00 p.m.ET reference rate of the U.S.dollar price ofone SEI that may

89、be used to develop financial products.For more information on the Pricing Benchmark,see“The Trust and SEIPrices”below.Summary of Risk Factors An investment in the Trust involves risks described in the section below entitled“Risk Factors”and elsewhere in thisProspectus.Some of these risks are summari

90、zed below.Risks associated with the SEI Network and SEI SEI is a relatively new technological innovation with a limited history.There is no assurance that usage of the SEINetwork or SEI will continue to grow.A contraction in the use or adoption of SEI may result in increased volatility or areduction

91、 in the price of SEI,which could adversely impact the value of the Shares.Sales of SEI that have been newly releasedfrom escrow may cause the price of SEI to decline,which could negatively affect an investment in the Shares.SEI markets havea limited history,SEI trading prices have exhibited high lev

92、els of volatility,and in some cases such volatility has been suddenand extreme.Because of such volatility,Shareholders could lose all or substantially all of their investment in the Trust.Regulation of the use of SEI and the SEI Network continues to evolve both in the United States and in foreign ju

93、risdictions,which may restrict the use of SEI or otherwise impact the demand for SEI.Disruptions at digital asset trading platforms couldadversely affect the availability of SEI and the ability of Authorized Participants to purchase or sell SEI and,therefore,theirability to create and redeem Shares.

94、Spot markets on which SEI trades are relatively new and largely unregulated or may not be complying with existingregulations and,therefore,may be more exposed to fraud and security breaches than established,regulated exchanges for otherfinancial assets or instruments,which could have a negative impa

95、ct on the performance of the Trust.Disruptions at SEI spotmarkets,futures markets and in the over-the-counter(“OTC”)markets could adversely affect the availability of SEI and theability of Authorized Participants(as defined below)to purchase or sell SEI or SEI derivatives(or provide cash in relation

96、thereto)and therefore their ability to create and redeem Shares of the Trust.The loss or destruction of certain“private keys,”including by the Custodians,could prevent the Trust from accessing its SEI.Loss of these private keys may be irreversible andcould result in the loss of all or substantially

97、all of an investment in the Trust.Loss of private keys may also impede the Trustsability to operate,including by limiting the Trusts ability to transfer SEI in the face of a redemption request and forcing theTrust to consider liquidation.Risks Associated with the Pricing Benchmark The failure of the

98、 Pricing Benchmark methodology to measure the actual price of SEI could have an adverse effect onthe Trust and on the value of an investment in the Trust.In addition,the price of SEI as calculated by the Pricing Benchmarkmethodology may differ from the price of SEI calculated by other methodologies

99、and the price of SEI on any single spot market.Risks Associated with Investing in the Trust Shareholders may choose to use the Trust as a means of investing indirectly in SEI.As noted,there are significant risksand hazards inherent in the SEI market that may cause the price of SEI to fluctuate widel

100、y.Shareholders considering a purchaseof Shares of the Trust should carefully consider what percentage of their total assets should be exposed to the SEI market,andshould fully understand,be willing to assume,and have the financial resources necessary to withstand,the risks involved in theTrusts inve

101、stment strategy,and be in a position to bear the potential loss of their entire investment in the Trust.Because thevalue of SEI,and thus the value of the Shares,may be extremely volatile,Shareholders will need to monitor their investmentfrequently.32025/5/8 14:00sec.gov/Archives/edgar/data/2066353/0

102、00199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htm12/122 There is no assurance that the Trust will generate a profit for investors.In addition,an actual or perceived breach of theTrusts account with the Custodians could harm the Tru

103、sts operations,result in partial or total loss of the Trusts assets,damagethe Trusts reputation and negatively affect the market perception of the effectiveness of the Trust,all of which could in turnreduce demand for the Shares,resulting in a reduction in the price of the Shares.The Trust may also

104、cease operations,theoccurrence of which could similarly result in a reduction in the price of the Shares.Any investment made in the Trust may resultin a total loss of the investment.The Trusts net return will not match the performance of the Pricing Benchmark because the Trust incurs operatingexpens

105、es and other fees and liabilities.Moreover,the NAV of the Trust may deviate from the market price of its Shares for anumber of reasons,including price volatility,trading activity,normal trading hours for the Trust,the calculation methodology ofthe NAV,and/or the closing of SEI trading platforms due

106、to fraud,failure,security breaches or otherwise.Shareholders of the Trust should not expect to receive the economic benefit of any“fork”of the SEI Network or asset“air dropped”to holders of SEI.The Sponsor will cause the Trust to irrevocably abandon any digital asset resulting from a forkin the SEI

107、Network(other than what the Sponsor determines to be SEI)or any air drop.If the Trust were to change this policy,the Trust would need to seek and obtain certain regulatory approvals,including an amendment to the Trusts registrationstatement of which this Prospectus is a part and approval of an appli

108、cation by the Exchange to amend its listing rules.Pricing Information Available on the Exchange and Other Sources The current market price per Share(symbol:“_”)will be published continuously as trades occur throughout eachtrading day on the consolidated tape by market data vendors.The website for th

109、e Trust,https:/efts.canary.capital,or any successor thereto,which will be publicly accessible at nocharge,will contain the following information:(a)the prior business days NAV;(b)the prior business days official closingprice;(c)calculation of the premium or discount of such Exchanges official closin

110、g price against such NAV;(d)data in chartform displaying the frequency distribution of discounts and premiums of the Exchanges official closing price against the NAV,within appropriate ranges for each of the four previous calendar quarters(or for the life of the Trust,if shorter);(e)theProspectus;an

111、d(f)other applicable quantitative information.The Trust will also disseminate the Trusts holdings on a dailybasis on the Trusts website.The NAV for the Trust will be calculated by the Administrator once a day and will be disseminateddaily to all market participants at the same time.Quotation and las

112、t sale information regarding the Shares will be disseminatedthrough the facilities of the consolidated tape.Any adjustments made to the Pricing Benchmark will be published on _ website at _.The intra-day levels and closing levels of the Pricing Benchmark are published by the Benchmark Provider,and t

113、heclosing NAV is published by the Administrator(as defined below).The Shares are not issued,sponsored,endorsed,sold or promoted by the Exchange,and the Exchange makes norepresentation regarding the advisability of investing in the Shares.The Benchmark Provider makes no warranty,express or implied,as

114、 to the results to be obtained by any person or entityfrom the use of the Pricing Benchmark for any purpose.Pricing Benchmark information and any other data calculated and/ordisseminated,in whole or part,by the Benchmark Provider is for informational purposes only,not intended for trading purposes,a

115、nd provided on an“as is”basis.The Benchmark Provider does not warrant that the Pricing Benchmark information will beuninterrupted or error-free,or that defects will be corrected.The Benchmark Provider also does not recommend or make anyrepresentation as to possible benefits from any securities or in

116、vestments,or third-party products or services.Shareholders shouldundertake their own due diligence regarding securities and investment practices.42025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/se

117、i-s1_042925.htm13/122 For more information on the Pricing Benchmark and the Benchmark Provider,see“The Trust and SEI Prices”below.The Trusts Legal Structure The Trust is a Delaware statutory trust,formed on April 23,2025,pursuant to the Delaware Statutory Trust Act.TheTrust continuously issues commo

118、n shares representing fractional undivided beneficial interest in and ownership of the Trustthat may be purchased and sold on the Exchange.The Trust will operate pursuant to a Trust Agreement,as amended and/orrestated from time to time(the“Trust Agreement”).CSC Delaware Trust Company,a Delaware trus

119、t company,is the trustee ofthe Trust(the“Trustee”).The Trust is managed and controlled by the Sponsor.The Sponsor is a limited liability companyformed in the state of Delaware on September 12,2024.The Trusts Service Providers The Sponsor The Sponsor,Canary Capital Group LLC,arranged for the creation

120、 of the Trust and is responsible for the ongoingregistration of the Shares for their public offering in the United States and the listing of Shares on the Exchange.The Sponsorsprincipal address is 1131 4th Avenue S#230,Nashville,TN 37210.The Sponsor will develop a marketing plan for the Trust,willpr

121、epare marketing materials regarding the Shares of the Trust,and will exercise the marketing plan of the Trust on an ongoingbasis.The Sponsor has agreed to pay all normal operating expenses except for Extraordinary Expenses(defined below)out ofthe Sponsors unified fee.The Trustee The Trustee,CSC Dela

122、ware Trust Company,a Delaware trust company,acts as the trustee of the Trust in accordancewith the Declaration of Trust and as required by the Delaware Statutory Trust Act to create a Delaware statutory trust.The Administrator _,serves as the Trusts administrator(the“Administrator”).The Administrato

123、rs principal address is _.Underthe Administration Agreement,the Administrator provides necessary administrative,tax and accounting services and financialreporting for the maintenance and operations of the Trust,including valuing the Trusts SEI and calculating the NAV per Shareof the Trust and the NA

124、V of the Trust and supplying pricing information to the Sponsor for the relevant website.In addition,theAdministrator makes available the office space,equipment,personnel and facilities required to provide such services.The Transfer Agent _ serves as the transfer agent for the Trust.The Transfer Age

125、nt:(1)facilitates the issuance and redemption ofShares of the Trust;(2)responds to correspondence by Shareholders and others relating to its duties;(3)maintains Shareholderaccounts;and(4)makes periodic reports to the Trust.The Trusts Transfer Agent will facilitate the settlement of Shares inresponse

126、 to the placement of creation orders and redemption orders from financial firms that are authorized to purchase orredeem Shares with the Trust(“Authorized Participants”).The Custodians BitGo Trust Company,Inc.and Coinbase Custody Trust Company,LLC serve as the Trusts SEI custodians.Under theservices

127、 agreements with each Custodian(each a“Custodial Services Agreement”and collectively,the“Custodial ServicesAgreements”),the Custodians are responsible for safekeeping all of the SEI owned by the Trust.The Custodians were selectedby the Sponsor.The Sponsor is responsible for opening accounts with the

128、 Custodians that holds the Trusts SEI(the“SEIAccounts”),as well as facilitating the transfer or sale of SEI required for the operation of the Trust.52025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157

129、/sei-s1_042925.htm14/122 The Cash Custodian _ serves as the cash custodian for the Trust.The Cash Custodian is responsible for safekeeping all cash andother non-SEI assets of the Trust.The Marketing Agent _(the“Marketing Agent”),is responsible for reviewing and approving the marketing materials prep

130、ared by theSponsor for compliance with applicable SEC and the Financial Industry Regulatory Authority,Inc.(“FINRA”)advertising laws,rules,and regulations pursuant to a marketing agreement with the Trust.The principal business address of the Marketing Agentis _.The Marketing Agent is a broker-dealer

131、registered under the Securities Exchange Act of 1934(the“1934 Act”)and amember of FINRA.Pricing Benchmark Services _ is responsible for oversight of the _._ is the third-party,independent calculation agent for the PricingBenchmark.SEI Trading Counterparties The Trust buys and sells SEI through SEI t

132、rading counterparties selected by the Sponsor(not any AuthorizedParticipant).The Trust does not currently intend to engage a prime broker or other liquidity provider providing similar services.As of _,the Trust has entered into agreements with each of _,_,_ and _ to serve as a SEI trading counterpar

133、tyto the Trust.Neither the Sponsor nor the Trust is under any obligation to direct the Trusts SEI trade orders to any particular SEItrading counterparty.The Sponsor will not place orders with any affiliated SEI trading counterparty.Each of these SEI tradingcounterparties is,and any other trading cou

134、nterparty the Trust places orders with in the future will be,subject to U.S.federaland/or state licensing requirements or similar laws in non-U.S.jurisdictions and maintains practices and policies designed tocomply with anti-money laundering(“AML”)and know-your-customer(“KYC”)regulations or similar

135、laws in non-U.S.jurisdictions.The Trusts Fees and Expenses The Trust will pay the Sponsor an annual unified fee of _%of the Trusts SEI Holdings(the“Sponsor Fee”).TheTrusts“SEI Holdings”is the quantity of the Trusts SEI plus any cash or other assets held by the Trust represented in SEI ascalculated u

136、sing the Pricing Benchmark price,less its liabilities(which include estimated accrued but unpaid fees and expenses)represented in SEI as calculated using the Pricing Benchmark price.The Sponsor Fee is paid by the Trust to the Sponsor ascompensation for services performed under the Trust Agreement.Th

137、e Administrator will calculate the Sponsor Fee in respect ofeach day by reference to the prior days SEI Holdings.Except for periods during which all or a portion of the Sponsor Fee isbeing waived,the Sponsor Fee will accrue daily in SEI and be payable monthly in SEI or cash.To the extent there are a

138、ny on-chain transaction fees incurred in connection with the transfers of SEI to pay the Sponsor Fee,the Sponsor,and not the Trust,shall bear such fees.The Sponsor may,at its sole discretion and from time to time,waive all or a portion of the Sponsor Fee forstated periods of time.The Sponsor is unde

139、r no obligation to waive any portion of its fees and any such waiver shall create noobligation to waive any such fees during any period not covered by the waiver.62025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/0001

140、99937125005157/sei-s1_042925.htm15/122 As partial consideration for its receipt of the Sponsor Fee,the Sponsor is obligated under the Trust Agreement toassume and pay all fees and other expenses incurred by the Trust in the ordinary course of its affairs,excluding taxes,butincluding:(i)the fees of t

141、he Trusts third-party service providers,including,but not limited to,the Marketing Agent,theAdministrator,the Custodians,the Transfer Agent,the Cash Custodian,the Benchmark Provider,and the Trustee,(ii)the feesand expenses related to the listing,quotation or trading of the Shares on the Exchange(inc

142、luding customary legal,marketing andaudit fees and expenses),(iii)legal fees and expenses incurred in the ordinary course,(iv)audit fees,(v)regulatory fees,including,if applicable,any fees relating to the registration of the Trust and Shares,including any ongoing filings related to theoffering of Sh

143、ares,under the 1933 Act or the 1934 Act,(vi)printing and mailing costs,(vii)costs of maintaining the Trustswebsite and(viii)applicable license fees(each,a“Sponsor-paid Expense”and collectively,the“Sponsor-paid Expenses”),provided that any expense that qualifies as an Extraordinary Expense(as defined

144、 below)will not be deemed to be a Sponsor-paid Expense.There is no cap on the amount of Sponsor-paid Expenses.The Sponsor has also assumed all fees and expensesrelated to the organization and offering of the Trust and the Shares.The Trust may incur certain extraordinary,nonrecurring expenses that ar

145、e not Sponsor-paid Expenses,including,butnot limited to,brokerage and transaction costs associated with the sale or transfer of SEI,taxes and governmental charges,expenses and costs of any extraordinary services performed by the Sponsor(or any other service provider)on behalf of the Trustto protect

146、the Trust,the Trusts assets,or the interests of Shareholders,any indemnification of the Custodians or other agents,service providers or counterparties of the Trust,and extraordinary legal fees and expenses,including any legal fees and expensesincurred in connection with litigation,regulatory enforce

147、ment or investigation matters(collectively,“Extraordinary Expenses”).To the extent on-chain transaction fees are incurred in connection with transfers or sales of SEI to pay Extraordinary Expenses,the Trust will bear such fees.To the extent it does not have cash readily available,the Sponsor will ca

148、use the transfer or sale of SEI in such quantityas may be necessary to permit the payment of Trust expenses and liabilities not assumed by the Sponsor or for payment of cashredemption proceeds to Authorized Participants.The Trust will seek to transfer or sell SEI at such times and in the smallestamo

149、unts required to permit such payments as they become due.With respect to transfers or sales necessary to pay Trust expensesand liabilities that are denominated other than in SEI,the amount of SEI transferred or sold may vary from time to timedepending on the actual sales price of SEI relative to the

150、 Trusts expenses and liabilities(e.g.,if the price of SEI falls,the amountof SEI needed to be transferred or sold to pay an expense or liability denominated in U.S.dollars will increase).To the extent theTrust must buy or sell SEI,the Trust may do so through a third-party digital asset broker or dea

151、ler.The Sponsor will select thirdparty brokers or dealers that it believes have implemented adequate AML,KYC and other legal compliance policies andprocedures.Under the terms of each Authorized Participant Agreement,the Authorized Participants will be responsible for anybrokerage or transaction cost

152、s associated with the sale or transfer of SEI incurred in connection with the fulfillment of a creationor redemption order.Custody of the Trusts Assets The Trusts Custodians will maintain custody of all of the Trusts SEI.The Custodians provide insured safekeeping ofdigital assets using a multi-layer

153、 cold storage security platforms designed to provide offline security of the digital assets held bythe Custodians.The Custodians have insurance coverage to protect the organizations from risks such as theft of funds.Theinsurance programs of the Custodians does not cover,insure or guarantee the perfo

154、rmance of the Trust.The Custodians are notFDIC-insured.The Trust generally does not intend to hold cash or cash equivalents except for cash received from AuthorizedParticipants in connection with a creation transaction or cash held by the Trust pending distribution to Authorized Participants ina red

155、emption transaction or payment of Trust expenses.The Trust has entered into a custodian agreement(the“Cash CustodyAgreement”)with the Cash Custodian under which the Cash Custodian acts as custodian of the Trusts cash.The Trust isobligated to convert any cash contributed to SEI as soon as practicable

156、,except to the extent necessary for a redemptiontransaction or to pay expenses.72025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htm16/122 The Sponsor will allocate the Trusts SEI bet

157、ween SEI Accounts at the Coinbase Custodian,and the BitGo Custodian.In determining the amount and percentage of the Trusts SEI to allocate to each SEI Account,the Sponsor will consider(i)theconcentration of the Trusts SEI at each Custodian,(ii)the Sponsors assessment of the safety and security polic

158、ies andprocedures of each Custodian,(iii)the insurance policies of each Custodian,(iv)the fees and expenses associated with thestorage of the Trusts SEI at each Custodian,(v)the fees and expenses associated with the transfer to or from the SEI Account ateach Custodian,and(vi)any other factor the Spo

159、nsor deems relevant in making the allocation determination.The Sponsor doesnot intend to disclose the amount or percentage of the Trusts SEI held at the Coinbase Custodian or the BitGo Custodian,andthe Sponsor may change the allocation between the Custodians at any time and without notice to Shareho

160、lders.The fees andexpenses associated with the transfer of SEI between the SEI Accounts at each Custodian will be borne by the Sponsor,not theTrust or the Shareholders.Any transfer of SEI between the SEI Accounts at each Custodian will occur“on-chain”over theHedera Network.On-chain transactions are

161、subject to all of the risks of the SEI Network,including the risk that transactions willbe made erroneously and are generally irreversible.The Trust may change the custodial arrangements described in this Prospectus at any time without notice toShareholders.To the extent a change in custodial arrang

162、ements is deemed material by the Sponsor,the Trust will notifyShareholders in a Prospectus supplement and/or a current report on Form 8-K or in its annual or quarterly reports.Staked SEI The Trust intends to establish a program to stake a portion of the Trusts assets through one or more Staking Prov

163、iders.The Custodians will maintain exclusive possession and control of the private keys associated with any staked SEI at all times.However,as part of the“voting”and“withdrawing”processes of SEI staking,any staked SEI will be inaccessible for a period oftime determined by a range of factors.The Shar

164、es The Trust will issue Shares,which represent fractional undivided beneficial interests in and ownership of the Trust.Shares issued by the Trust will be registered in a book entry system and held in the name of Cede&Co.at the facilities of theDepository Trust Company(“DTC”),and one or more global c

165、ertificates issued by the Trust to DTC will evidence the Shares.Shareholders may hold their Shares through DTC if they are direct participants in DTC(“DTC Participants”)or indirectlythrough entities(such as broker-dealers)that are DTC Participants.Net Asset Value Net Asset Value means the total asse

166、ts of the Trust including,but not limited to,all SEI and cash less total liabilities ofthe Trust.The Administrator determines the NAV of the Trust on each day that the Exchange is open for regular trading,aspromptly as practical after 4:00 p.m.EST.The NAV of the Trust is the aggregate value of the T

167、rusts assets less its accrued butunpaid liabilities(which include accrued expenses).In determining the Trusts NAV,the Administrator values the SEI held bythe Trust based on the price set by the Pricing Benchmark as of 4:00 p.m.EST.The Administrator also determines the NAV perShare.For purposes of th

168、e Trusts financial statements,the Trust will utilize a pricing source that is consistent with U.S.Generally Accepted Accounting Principles(“GAAP”),as of the financial statement measurement date,which may result invaluations that differ from the Trusts daily NAV calculations.The Sponsor will determin

169、e in its sole discretion the valuationsources and policies used to prepare the Trusts financial statements in accordance with GAAP.Plan of Distribution The Trust is an exchange-traded product.When the Trust sells or redeems its Shares,it will do so in blocks of Shares(a“Basket”)based on the quantity

170、 of SEI attributable to each Share of the Trust(net of accrued but unpaid expenses andliabilities).For a subscription for Shares,the subscription shall be in the amount of cash needed to purchase the amount of SEIrepresented by the Basket being created,as calculated by the Administrator.For a redemp

171、tion of Shares,the Sponsor shallarrange for the SEI represented by the Basket to be sold and the cash proceeds distributed.Authorized Participants will deliver,or facilitate the delivery of,cash to the Trusts account with the Cash Custodian in exchange for Shares when they purchaseShares,and the Tru

172、st will deliver cash to such Authorized Participants when they redeem Shares with the Trust.Further,Authorized Participants will not directly or indirectly purchase,hold,deliver,or receive SEI as part of the creation or redemptionprocess or otherwise direct the Trust or a third party with respect to

173、 purchasing,holding,delivering,or receiving SEI as part ofthe creation or redemption process.Shares initially comprising the same Basket but offered by the Authorized Participants to thepublic at different times may have different offering prices,which depend on various factors,including the supply

174、and demandfor Shares,the value of the Trusts assets,and market conditions at the time of a transaction.Shareholders who buy or sell Sharesduring the day from their broker may do so at a premium or discount relative to the NAV of the Shares of the Trust.2025/5/8 14:00sec.gov/Archives/edgar/data/20663

175、53/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htm17/122 82025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htm1

176、8/122 As of the date of this Prospectus,the Trust only creates and redeems Shares in exchange for cash.If the Trust were tocreate or redeem shares in exchange for SEI,the Trust would first need to seek certain regulatory approvals,including anamendment to the Exchanges listing rules and an amendment

177、 to the Trusts registration statement of which this Prospectusforms a part.There can be no guarantee that the Trust will be successful in obtaining such regulatory approvals,and the timingof any such approvals is unknown.If the Trust is successful in obtaining the necessary regulatory approvals to a

178、llow forcreations and redemptions in-kind,the Trust will notify Shareholders in a Prospectus supplement and/or a current report on Form8-K or in its annual or quarterly reports.Shareholders who decide to buy or sell Shares of the Trust will place their trade orders through their brokers and willincu

179、r customary brokerage commissions and charges.Prior to this offering,there has been no public market for the Shares.TheShares are expected to be listed for trading,subject to notice of issuance,on the Exchange under the ticker symbol“_.”Federal Income Tax Considerations It is expected that the Trust

180、 would be taxed as a C corporation and returns to an owner of Shares would be on an after-tax basis.Each sale or other disposition of SEI by the Trust(including,under current Internal Revenue Service(“IRS”)guidance,the use of SEI to pay expenses of the Trust)will give rise to gain or loss and will t

181、herefore constitute a taxable eventfor the Trust.Because the Trust will be a C corporation and neither a regulated investment company nor a grantor trust,the Trust willnot be able to make in-kind redemption on a tax-free basis.If the Trust redeems Shares in-kind,the Trust will recognize gain inthe a

182、sset distributed as if the Trust had sold the asset at it fair market value at the time of the redemption.The Trust will not be able to make capital gains dividends.However,a portion of the distributions from the Trust maybe eligible to be treated as“qualified dividends”for individual investors.See“

183、United States Federal Income Tax ConsequencesTaxation of U.S.Shareholders.”Use of Proceeds Proceeds received by the Trust from the issuance of Baskets consist of cash.Deposits of cash are held by the CashCustodian on behalf of the Trust until(i)transferred in connection with the purchase of SEI,(ii)

184、delivered out in connection withredemptions of Baskets or(iii)transferred to pay fees due to the Sponsor and Trust expenses and liabilities not assumed by theSponsor.When the Trust uses cash proceeds from creation transactions to purchase SEI,the Trust will receive SEI from a thirdparty that is not

185、an Authorized Participant.The Trustnot any Authorized Participantis responsible for selecting the thirdparty to deliver the SEI.Furthermore,the third party will not be acting as an agent of any Authorized Participant with respect tothe delivery of the SEI to the Trust or acting at the direction of a

186、ny Authorized Participant with respect to the delivery of the SEIto the Trust.The Trust will redeem Shares by delivering SEI to a third party that is not an Authorized Participant.The Trustnotany Authorized Participantis responsible for selecting the third party to receive the SEI.In addition,the th

187、ird party will not beacting as an agent of any Authorized Participant with respect to the receipt of the SEI from the Trust or acting at the direction ofany Authorized Participant with respect to the receipt of the SEI from the Trust.The third party will be unaffiliated with theTrust and the Sponsor

188、.92025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htm19/122 Emerging Growth Company The Trust is an“emerging growth company”as defined in the Jumpstart Our Business Startups Act of 2

189、012(the“JOBSAct”).For as long as the Trust is an emerging growth company,unlike other public companies,it will not be required to,amongother things:(i)provide an auditors attestation report on managements assessment of the effectiveness of its system of internalcontrol over financial reporting pursu

190、ant to Section 404(b)of the Sarbanes-Oxley Act of 2002;or(ii)comply with any new auditrules adopted by the PCAOB after April 5,2012,unless the SEC determines otherwise.The Trust will cease to be an“emerging growth company”upon the earliest of(i)its having$1.235 billion or more inannual revenues,(ii)

191、at least$700 million in market value of Shares being held by non-affiliates,(iii)its issuing more than$1.0billion of non-convertible debt over a three-year period or(iv)the last day of the fiscal year following the fifth anniversary of itsinitial public offering.In addition,Section 107 of the JOBS A

192、ct also provides that an emerging growth company can take advantage of theextended transition period provided in Section 7(a)(2)(B)of the Securities Act of 1933(the“1933 Act”)for complying with newor revised accounting standards.In other words,an emerging growth company can delay the adoption of cer

193、tain accountingstandards until those standards would otherwise apply to private companies.The Trust intends to take advantage of the benefitsof the extended transition period.102025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/dat

194、a/2066353/000199937125005157/sei-s1_042925.htm20/122 SEI,SEI MARKETS AND REGULATION OF SEI This section of the Prospectus provides a more detailed description of SEI,including:information about the historicaldevelopment of SEI;how a person holds SEI;how to use SEI in transactions;how to trade SEI;th

195、e spot markets where SEI can bebought,held and sold;and the SEI OTC market.SEI SEI is the native cryptographic token of the SEI Network,a decentralized Layer 1 blockchain purpose-built for trading-centric applications.SEI performs several core functions within the network,including securing the bloc

196、kchain through proof-of-stake validator delegation,facilitating on-chain governance by enabling token holder voting,and serving as the paymentmechanism for transaction fees related to order execution,smart contract interactions and general network activity.SEI Network Overview The SEI Network is a d

197、ecentralized,application-specific Layer 1 blockchain launched to serve as foundationalinfrastructure for high-performance trading and exchange-focused decentralized applications(the“SEI Network”).Built using theCosmos SDK,a modular framework for developing sovereign blockchains in the Cosmos ecosyst

198、em,the SEI Network is designedto deliver low-latency,high-throughput execution while supporting use cases across decentralized finance(“DeFi”),gaming andnon-fungible tokens(“NFTs”).Unlike general-purpose smart contract platforms,the SEI Network integrates a native order-matching engine,a batch-based

199、 auction mechanism and protocol-level transaction parallelization tailored for trading applications.The SEI Network operates under a proof-of-stake consensus model built on Tendermint Core,a Byzantine Fault Tolerantengine that finalizes blocks deterministically and separates consensus from applicati

200、on logic.The SEI Network enhances thisconsensus model through“Twin-Turbo”architecture,which combines intelligent block propagation with speculative,pre-committransaction execution.Validators propose and confirm transactions,and holders of SEI,the native utility token of the SEI Network,may delegate

201、their stake to validators in exchange for staking rewards and governance rights.The Twin-Turbo system improvesblock finality and reduces latency,making the SEI Network especially suitable for real-time execution and high-frequencystrategies.Decentralized Trading and Exchange Applications on the SEI

202、Network The SEI Network is purpose-built to serve as the foundational infrastructure for decentralized trading and exchangeapplications.Unlike general-purpose blockchains that rely on externally deployed smart contracts for trading logic,the SEINetwork integrates core exchange functionality directly

203、 at the protocol level.This architecture supports high-throughput,low-latency order execution and offers a suite of features specifically designed to meet the performance and fairness requirements ofmodern trading systems.At the center of the SEI Networks trading design is its native order-matching

204、engine,which enables applications to createand operate on-chain central limit order books.Decentralized exchanges and other trading platforms can use this infrastructure todeploy custom markets for spot assets,perpetuals or other financial instruments.Orders are processed in bulk at the end of eachb

205、lock,with transactions grouped by market and executed according to market-specific logic defined in smart contracts.Thisstructure allows for scalable,high-frequency trading while maintaining deterministic outcomes.The SEI Network implements a frequent batch auction mechanism to minimize front-runnin

206、g and ensure equitableexecution.Rather than processing market orders sequentially,the SEI Network aggregates orders submitted within a block andclears them at a uniform price determined by market conditions.This reduces opportunities for value extraction throughmanipulative transaction ordering,a fo

207、rm of maximal extractable value(“MEV”),and creates a level playing field for all marketparticipants.Trading applications on the SEI Network benefit from transaction parallelization and execution hooks.Parallelizationenables multiple orders across non-conflicting markets to be processed simultaneousl

208、y,increasing throughput and lowering latency.Execution hooks allow developers to insert custom logic at the beginning and end of a block,enabling advanced use cases such asflash loan settlement,dynamic margin adjustments and fee rebates.112025/5/8 14:00sec.gov/Archives/edgar/data/2066353/00019993712

209、5005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htm21/122 The SEI Network also supports asset-agnostic matching,meaning that markets are not limited to pre-defined token types.Developers can define how assets are represented and settled throug

210、h their smart contracts,allowing for greater design flexibilityacross a wide range of trading products.Together,these features make the SEI Network a performant and composable base layer for decentralized capital markets.Whether supporting spot exchanges,derivatives protocols or gaming marketplaces,

211、the SEI Networks integrated tradinginfrastructure is engineered to deliver speed,fairness and customizability at scale.Gas Fees on the SEI Network The SEI Network utilizes gas fees,denominated in SEI,to compensate validators for processing transactions and tomanage computational resource allocation

212、across the SEI Network.Gas fees are required for executing trades,interacting withsmart contracts and performing other on-chain operations.The cost of each transaction depends on its complexity,the amount ofcomputation and storage required and the extent to which the transaction can be parallelized.

213、The SEI Network operates under a streamlined fee model where users pay gas fees directly in SEI.The protocol supportstransaction parallelization through dependency-based execution logic,and gas fees may be reduced for smart contracts andapplications that define their execution dependencies properly.

214、This feature allows well-structured applications to benefit fromlower gas consumption and improved efficiency.Gas fees on the SEI Network are dynamic and may vary based on network usage,validator load and protocol-levelparameters,which can be adjusted through governance.As a result,users may observe

215、 variability in gas costs over time,particularly during periods of high activity.SEI must be held in a users wallet to cover gas fees.If insufficient SEI is available,transactions may fail to execute ormay be deprioritized.Because gas fees are integral to maintaining performance and security across

216、the SEI Network,they play acentral role in supporting the SEI Networks high-throughput,trading-optimized infrastructure.Validators on the SEI Network Validators on the SEI Network play a central role in securing the SEI blockchain(the“SEI Blockchain”),processingtransactions and maintaining network c

217、onsensus.The SEI Network uses a proof-of-stake consensus mechanism based onTendermint Core,under which validators propose and validate new blocks through a Byzantine Fault Tolerant protocol.Validatorsare selected based on the amount of SEI staked to them,including both self-staked and delegated toke

218、ns.Each validator is responsible for verifying the correctness of transactions,participating in block voting rounds andcontributing to the finalization of blocks.In return,validators receive rewards in SEI,distributed proportionally to their stake andshared with delegators who support them.Validator

219、s are also required to submit accurate price data as part of the SEI Networksnative oracle system and may be subject to slashing penalties for downtime or misbehavior.Running a validator node requires technical expertise,consistent uptime and active participation in governance.Validatorsinfluence pr

220、otocol development by voting on proposals and parameter changes,shaping the long-term direction of the SEINetwork.Other Applications on the SEI Network The SEI Network supports diverse applications across its modular infrastructure.In DeFi,SEI may be used in derivativesplatforms,yield aggregators an

221、d automated market makers that benefit from parallel execution and sub-second block times.SEI-based applications also benefit from the networks native price oracles,which require validators to provide timely pricing data andenable fair settlement of trades and financial instruments.SEI is also used

222、across NFT marketplaces and blockchain-based games,facilitating asset exchange within platforms that require fast,predictable settlement.By using frequent batch auctions andorderbook-level processing,the SEI Network reduces the risk of front-running and promotes fairer execution.The SEI Networks arc

223、hitecture emphasizes performance,composability and security.The protocol employs deterministictransaction ordering,validator-enforced oracle pricing and application-defined execution dependencies to ensure consistency acrossall nodes.As a member of the Cosmos ecosystem,the SEI Network is fully inter

224、operable with other Cosmos SDK-basedblockchains through the Inter-Blockchain Communication(“IBC”)protocol,which facilitates trust-minimized transfers of assetsand messages between chains.This interoperability enables the SEI Network to act as a foundational infrastructure layer fordecentralized capi

225、tal markets,cross-chain DeFi strategies and high-throughput Web3 applications.122025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htm22/122 Security and Interoperability The SEI Networ

226、k employs cryptographic verification,validator-based consensus and deterministic transaction ordering toensure the integrity and security of the SEI Blockchain.The SEI Networks proof-of-stake architecture,based on Tendermint Core,provides finality through Byzantine Fault Tolerant consensus while ena

227、bling fast block times and consistent state synchronizationacross validators.Validators are economically incentivized to maintain uptime,submit accurate oracle data and participate ingovernance,with misbehavior subject to slashing and removal from the active validator set.Smart contracts on the SEI

228、Network are executed via CosmWasm,a secure,Rust-based virtual machine designed formodularity and auditability.Developers may define execution dependencies to optimize for performance and minimize resourcecontention,though smart contract risk remains a general feature of programmable blockchains.The

229、SEI Network is fully interoperable with other Cosmos SDK-based blockchains through the IBC protocol,a standardthat enables cross-chain transfers of assets and messages without reliance on centralized bridges.This interoperability allows theSEI Network to participate in a broader composable ecosystem

230、 and to support trading strategies,liquidity flows and data messagingacross multiple chains.Functions and Use Cases of SEI SEI is the native utility token of the SEI Network and serves multiple core functions:(i)securing the network throughproof-of-stake validator delegation,where SEI holders stake

231、tokens to support validators and receive staking rewards;(ii)payingtransaction fees for executing trades,smart contract calls and other on-chain activity;(iii)participating in governance by submittingand voting on proposals to upgrade the protocol or modify network parameters;and(iv)facilitating val

232、ue transfer and in-protocolutility across decentralized exchanges,DeFi applications and NFT platforms built on the SEI Network.Primary use cases for SEI include:1.On-Chain Trading and Exchange Infrastructure:SEI is at the core of decentralized exchanges,derivatives platforms andtrading protocols bui

233、lt directly into the SEI Network.These platforms utilize the SEI Networks native order-matchingengine and clearing logic to enable fast,fair and deterministic execution of spot and derivative trades.SEI is used to paygas fees,settle trades and may be paired with other assets in liquidity markets.App

234、lications include central limit orderbook DEXs,perpetuals,auction platforms and structured financial products.2.Decentralized Finance(DeFi):SEI is used across DeFi applications that leverage the SEI Networks parallelizedexecution and low-latency architecture.These may include automated market makers

235、,lending protocols and yieldstrategies that use SEI for collateral,settlement or governance.Native price oracles powered by validators also support thecreation of synthetic assets and advanced financial primitives.3.Non-Fungible Tokens(NFTs):SEI is used for minting,trading and settling NFTs represen

236、ting digital collectibles,gamingassets and creative works.NFT marketplaces on the SEI Network benefit from low fees and fast execution,reducingfriction for artists,developers and users.4.Gaming and Digital Economies:In gaming applications,SEI may be used for in-game purchases,player rewards andmarke

237、tplace transactions.SEI Networks execution hooks and deterministic order flow provide a stable foundation forasset ownership and trading in digital economies.5.Governance and Network Coordination:SEI holders participate in on-chain governance by voting on protocol proposals,fee structures and valida

238、tor configurations.Governance ensures that development of the SEI Network remainscommunity-directed and adaptable to changing market and technical conditions.Governance and Ecosystem Development SEI token holders participate in governance on the SEI Network by submitting and voting on protocol propo

239、sals related tonetwork upgrades,validator configurations,fee models and other key parameters.Governance is conducted on-chain,with votingpower proportional to the amount of SEI staked to a validator.While the governance structure is delegated,rather than purelydirect,SEI holders retain meaningful in

240、fluence over the direction and evolution of the SEI Network through the proposal andvoting process.132025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htm23/122 The SEI Networks design

241、 promotes community participation and validator accountability.Proposals may originate fromvalidators,developers or community members,and are subject to governance thresholds for quorum and approval.Activeparticipation in governance helps ensure that changes to core protocol logic,smart contract per

242、missions and economic incentivesremain transparent and aligned with the interests of the broader SEI ecosystem.SEI Labs is the core development organization behind the SEI Network,responsible for the design,engineering andecosystem strategy of its trading-optimized Layer 1 infrastructure.Co-founded

243、by Jeffrey Feng and Jay Jog,SEI Labs led thecreation of the SEI Networks Twin-Turbo consensus architecture,native order-matching engine and parallelized executionenvironment.The team comprises veterans from Robinhood,Databricks and Goldman Sachs,bringing experience across traditionalfinance,infrastr

244、ucture engineering and high-performance computing.In addition to protocol development,SEI Labs supportsecosystem growth through developer tooling,integrations and community engagement.While it does not govern the SEI Network,SEI Labs remains a central contributor to its technical evolution and adopt

245、ion as a foundational layer for decentralized markets.The SEI Networks roadmap is shaped by both formal governance proposals and ongoing community contributions.Asparticipation increases and new applications are deployed,governance is expected to play an increasingly central role in allocatingnetwor

246、k resources,setting technical priorities and maintaining the security and neutrality of the SEI Network as a platform fordecentralized markets.SEI Initial Distribution and Supply At the genesis of the SEI Network,a fixed maximum supply of 10 billion SEI was established to support long-termecosystem

247、growth,validator incentives and community participation.The initial token distribution was designed to balancestrategic alignment,developer engagement and decentralization.Allocations included:(i)48%to ecosystem reserves,supportingpayment of staking rewards,ecosystem initiatives and incentives;(ii)2

248、0%to SEI Labs and core contributors for protocoldevelopment,ecosystem tooling and strategic partnerships;(iii)20%to early backers and private investors;(iv)9%to foundationand community reserves to support grants,liquidity programs and operational infrastructure;and(v)3%to a public launchallocation,e

249、nabling broader user access and network participation.SEIs launch involved a dual-phase rollout,beginning with a community-focused testnet and culminating in a publicmainnet launch.The SEI token was initially distributed via a combination of private allocations and public airdrops,with vestingschedu

250、les implemented to align incentives and reduce near-term speculative pressure.SEI is a native asset on the SEI Network andwas never issued as an ERC-20 token.The SEI Network does not implement an inflationary block reward model by default.Instead,any future token issuance,changes to supply dynamics

251、or redistribution mechanisms are subject to governance by SEI holders.Treasury funds,validatorincentives and ecosystem development grants are governed transparently and are designed to support long-term sustainability,composability and the growth of decentralized trading infrastructure across the Co

252、smos ecosystem.SEI Market and Digital Asset Trading Platforms All transactions on the SEI Network require SEI to cover gas fees associated with transaction execution,smart contractinteractions and validator compensation.Unlike resource staking models,the SEI Network uses a direct fee model in which

253、gascosts are paid in SEI and vary based on transaction complexity,parallelization eligibility and overall network demand.SEI alsoplays a central role in network security,as it is staked with validators who participate in consensus,oracle submissions andgovernance.Additionally,SEI is used across dece

254、ntralized applications for order settlement,liquidity provisioning,incentivemechanisms and governance participation.Outside of its native utility,SEI may be purchased or sold in secondary markets by participants seeking exposure to theSEI Networks broader ecosystem.The market value of SEI is influen

255、ced by a range of factors,including demand for blockspaceand trading infrastructure on the SEI Network,overall network adoption and activity,validator staking participation andmacroeconomic trends impacting digital assets.As the SEI Network expands its role as an infrastructure layer for high-perfor

256、mance decentralized exchanges,trading protocols and financial markets,the economic dynamics of SEI may continue toevolve.142025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htm24/122 T

257、he most common means of determining a reference value is surveying trading platforms where secondary markets forSEI exist.The most prominent digital asset trading platforms are often referred to as“exchanges”.However,they are not regulatedand do not report trade information in the same way as a nati

258、onal securities exchange(“Digital Asset Trading Platform”).As such,there are some differences in the form,transparency,and reliability of trading data from Digital Asset Trading Platforms.Generallyspeaking,SEI data is available from these Digital Asset Trading Platforms,which have publicly disclosed

259、 valuations for eachexecuted trade,measured by one or more fiat currencies such as the USD or Euro or another digital asset such as USDC or USDT.In addition,SEI and SEI-based tokens(and the cryptocurrency and crypto tokens transiting other smart contract networks)are oftentraded through decentralize

260、d smart contract platforms,referred to as“decentralized exchanges.”OTC dealers or market makers donot typically disclose their trade data.Currently,several Digital Asset Trading Platforms are operating worldwide and trading platforms represent a substantialpercentage of SEI buying and selling activi

261、ty and provide the most data concerning prevailing valuations of SEI.SEI is currentlylisted for trading on a limited number of U.S.-based Digital Asset Trading Platform including Coinbase,Kraken,and C.Most of SEI trading activity takes place on overseas platforms including Binance,Bybit,and HTX.A Di

262、gital Asset TradingPlatforms provides investors with a way to purchase and sell SEI,similar to stock exchanges like the New York Stock Exchange orNASDAQ,which provide ways to buy stocks and bonds in the so-called“secondary market.”Unlike stock exchanges regulated tomonitor securities trading activit

263、y,Digital Asset Trading Platforms are largely regulated as money services businesses(or a foreignregulatory equivalent)that monitor against money laundering and other illicit financing.Digital Asset Trading Platforms operatewebsites that permit investors to open accounts with the trading platform an

264、d then purchase and sell SEI and other digital assets.Although bitcoin was the first cryptocurrency,since 2009,the number of digital assets,market participants and companiesin the space has increased dramatically.There are currently many other prominent digital assets.The digital asset marketplace i

265、sstill being defined and evolving,including the practices of exchanges,the behavior of investors,and the protocols and prominenceof particular digital assets.Before 2017,bitcoin accounted for approximately 85%or more of the total market capitalization of alldigital assets.By August 2024,this figure

266、had dropped to around 54%as other digital assets,such as ether,launched and/or grewfaster than bitcoin.Shareholders creating Shares can acquire SEI to be deposited with the Trust either on Digital Asset Trading Platforms,inthe OTC markets or in direct bilateral transactions.OTC trading and direct tr

267、ansactions of SEI are generally accomplished viabilateral agreements on a principal-to-principal basis.All risks and issues related to creditworthiness are between the partiesdirectly involved in the transaction.Development of the SEI Network Digital assets such as SEI may be used,among other things

268、,to buy and sell goods and services or to transfer and storevalue by users.The SEI Network and other digital asset networks are a new and rapidly evolving industry.The growth of the digitalasset industry in general,and the SEI Network in particular,is subject to a high degree of uncertainty.The fact

269、ors affecting thefurther development of the digital asset industry,as well as the SEI Network,include:continued worldwide growth in the adoption and use of SEI and other digital assets,including those competitive withSEI;government and quasi-government regulation of SEI and other digital assets and

270、their use,or restrictions on orregulation of access to and operation of the SEI Network or similar digital asset systems;the maintenance and development of the open-source software codebase used for SEI Network services;changes in consumer demographics and public tastes and preferences;the availabil

271、ity and popularity of other forms or methods of buying and selling goods and services,including newmeans of using fiat currencies;and 152025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_04292

272、5.htm25/122 general economic conditions and the regulatory environment relating to digital assets and digital asset serviceproviders.The Trust is not actively managed and will not have any strategy relating to the development of the SEI Network.Furthermore,the Sponsor cannot be certain as to the imp

273、act of the Trust and the expansion of its SEI holdings on the digital assetindustry and the SEI Network.A decline in the popularity or acceptance of the SEI Network may harm the price of the Shares.There is no assurance that the SEI Network,or the service providers necessary to accommodate it,will c

274、ontinue in existence orgrow.Furthermore,there is no assurance that the availability of and access to digital asset service providers will not be negativelyaffected by government regulation or supply and demand of SEI.Market Participants Stakers and Validators Market participants in the staking secto

275、r include individual SEI holders,validator operators and professional stakingservice providers.SEI holders who do not operate a validator node may delegate their tokens to active validators in order toparticipate in staking rewards and governance.Validators are responsible for block proposal,transac

276、tion validation and oraclesubmissions.While there is no fixed validator set size,only the highest-ranked validators by delegated stake actively participate inconsensus and block production.Validator selection and performance are monitored on-chain,and poor behavior may result inreduced rewards or sl

277、ashing penalties.Investment and Speculative Sector This sector includes the activity of investors,traders and funds that purchase or sell SEI based on market conditions orbroader exposure to the SEI Network.While institutional participation in the SEI ecosystem remains in early stages,venture capita

278、lfirms and market makers have supported early network development and infrastructure.As trading applications,exchangeintegrations and capital markets infrastructure mature,additional institutional participants may gain exposure to SEI throughprimary or secondary channels.Retail Sector Retail users i

279、nclude individuals who hold SEI for staking,trading or participation in decentralized applications built on theSEI Network.This may include usage in spot exchanges,perpetual protocols,NFT marketplaces or DeFi platforms.While SEI isnot currently used for general consumer payments,its primary role as

280、a utility token within a specialized on-chain tradingenvironment differentiates it from general-purpose payment assets like bitcoin or ether.Service Sector This sector includes companies that provide various services including the buying,selling,payment processing and storingof SEI.Bitfinex,Bitstamp

281、,Coinbase Pro,Gemini,Kraken and FTX are some of the largest trading platforms by volume traded.Coinbase Custody Trust Company,LLC,a custodian for the Trust,is a digital asset custodian that provides custodial accounts thatstore SEI for users.As the SEI Network continues to grow in acceptance,it is a

282、nticipated that service providers will expand thecurrently available range of services and that additional parties will enter the service sector for the SEI Network.Potential Forms of Attack Against the SEI Network All blockchain-based networked systems are vulnerable to various attacks,including ma

283、jority-controlled attacks,distributed denial-of-service strikes,botnet attacks,and Sybil attacks.For example,a Sybil attack could occur if an attackermanages to create a large number of validator nodes,either by splitting their stake into multiple smaller nodes or by acquiringenough SEI.Many digital

284、 asset networks have also been subjected to denial-of-service attacks,which led to temporary delays intransaction recording and the transfer of digital assets.Any similar attacks on the SEI Network that impact the ability to transferSEI could adversely affect the price of SEI and the value of the Sh

285、ares.The development of software on and consensus around theSEI Network could be temporarily or more permanently impacted by any attack.162025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042

286、925.htm26/122 Summary of a SEI Transaction Prior to engaging in transactions on the SEI Network,a user generally must install a compatible wallet application on theircomputer or mobile device.This software enables the user to generate a cryptographic key pair,consisting of a public key and aprivate

287、key,associated with a SEI address.The wallet software allows the user to connect to the SEI Network,send SEI to andreceive SEI from other users.Each SEI address is linked to a unique public-private key pair.To receive SEI,the recipient provides their public addressto the sender,similar to sharing ro

288、uting information in traditional finance.The sender then initiates the transaction by signing itwith their private key,which proves control over the wallets funds.The recipients private key is never disclosed or used in thisprocess.Private keys are critical to maintaining control over SEI and author

289、izing transactions.If a private key is lost or deletedwithout backup,the SEI associated with that wallet becomes permanently inaccessible.Wallet software is responsible for securelysigning transactions and broadcasting them to the SEI Network for validation.All transactions on the SEI Network requir

290、e gas fees,which are paid in SEI and reflect the computational resources usedduring execution.Gas costs are calculated based on transaction complexity and the degree to which the transaction can beprocessed in parallel with others.Once signed,the transaction is broadcast to the validator set for inc

291、lusion in a block.Validators verify the transaction,participate in consensus using the SEI Networks Tendermint-based architecture,andconfirm the block by propagating the updated ledger across the network.Each block references the prior one,preserving the chainscontinuity and ensuring immutability.On

292、ce a transaction is confirmed on-chain,wallet balances are updated accordingly and thetransaction becomes irreversible.Some transactions may also occur off-chain,such as internal ledger movements within centralized exchanges or custodialplatforms.These off-chain transactions are not recorded on the

293、SEI Network and therefore are not secured by its consensusmechanism.As a result,off-chain transfers carry counterparty risk and differ from the publicly verifiable nature of on-chain SEItransactions.Creation of New SEI Initial Creation of SEI Unlike proof-of-work assets such as bitcoin,SEI was not m

294、ined but was pre-allocated prior to the launch of the SEINetwork.At genesis,a fixed maximum supply of 10 billion SEI was established,with allocations made to support networkdevelopment,strategic alignment and long-term ecosystem growth.These included:(i)48%to ecosystem reserves,supportingpayment of

295、staking rewards,ecosystem initiatives and incentives;(ii)20%to SEI Labs and core contributors for protocoldevelopment,ecosystem tooling and strategic partnerships;(iii)20%to early backers and private investors;(iv)9%to foundationand community reserves to support grants,liquidity programs and operati

296、onal infrastructure;and(v)3%to a public launchallocation,enabling broader user access and network participation.Each allocation was subject to a defined vesting schedule toencourage sustainable growth,minimize near-term speculation and promote decentralization.SEI has always been a native asset onth

297、e SEI Network and was never issued as an ERC-20 token.SEI Supply Characteristics SEI has a fixed maximum supply of 10 billion and does not rely on perpetual block-based inflation.While additional SEImay be distributed from treasury or incentive reserves,any changes to supply emissions or reward para

298、meters are subject togovernance by SEI holders.Distribution policies are designed to balance validator incentives,community alignment and the long-term sustainability of the SEI Network.All circulating SEI and allocation data are transparently viewable on-chain.Governance decisions related to supply

299、,rewards or emissions are enacted through formal proposal and voting processes,maintaining accountability and community controlover the networks monetary policy.SEI Market and SEI Exchanges SEI may be transferred in direct peer-to-peer transactions on the SEI Network,allowing users to send SEI from

300、oneaddress to another without intermediaries.While SEI is primarily used within decentralized applications for trading,staking andgovernance,it may also be used as a unit of exchange for goods or services in peer-to-peer settings,particularly within applicationsbuilt on the SEI Network.2025/5/8 14:0

301、0sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htm27/122 172025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/00

302、0199937125005157/sei-s1_042925.htm28/122 In addition to its use in protocol-level activity,SEI may be purchased or sold on secondary markets by investors andtraders seeking to gain exposure to the SEI Network.The value of SEI in the market is influenced by various factors,including thesupply of and

303、demand for SEI,adoption of the SEI Network by developers and users,trading and staking activity,applicationgrowth and broader conditions in the digital asset markets.As on-chain trading activity scales and the SEI Network expands its rolein decentralized markets,the economic profile of SEI may conti

304、nue to evolve.SEI spot markets provide investors with a website that permits investors to open accounts with the spot market and thenpurchase and sell SEI.Prices for trades on SEI spot markets are typically reported publicly.An investor opening a trading accountmust deposit an accepted government-is

305、sued currency into their account with the spot market,or a previously acquired digitalasset,before they can purchase or sell assets on the spot market.The process of establishing an account with a SEI spot market andtrading SEI is different from,and should not be confused with,the process of users s

306、ending SEI from one SEI address to anotherSEI address on the SEI Blockchain.This latter process is an activity that occurs on the SEI Network,while the former is an activitythat occurs entirely on the private website operated by the spot market.The spot market typically records the investors ownersh

307、ipof SEI in its internal books and records,rather than on the SEI Blockchain.The spot market ordinarily does not transfer SEI to theinvestor on the SEI Blockchain unless the investor makes a request to the spot market to withdraw the SEI in their exchangeaccount to an off-exchange SEI wallet.Outside

308、 of spot markets,SEI can be traded OTC in transactions that are not publicly reported.The OTC market is largelyinstitutional in nature,and OTC market participants generally consist of institutional entities,such as firms that offer two-sidedliquidity for SEI,investment managers,proprietary trading f

309、irms,high-net-worth individuals that trade SEI on a proprietary basis,entities with sizeable SEI holdings,and family offices.The OTC market provides a relatively flexible market in terms of quotes,price,quantity,and other factors,although it tends to involve large blocks of SEI.The OTC market has no

310、 formal structure and noopen-outcry meeting place.Parties engaging in OTC transactions will agree upon a priceoften via phone or emailand then oneof the two parties will then initiate the transaction.For example,a seller of SEI could initiate the transaction by sending the SEI tothe buyers SEI addre

311、ss.The buyer would then wire U.S.dollars to the sellers bank account.OTC trades are sometimes hedgedand eventually settled with concomitant trades on SEI spot markets.Authorized Participants will deliver,or facilitate the delivery of,SEI or cash to the Trusts account with the Custodians inexchange f

312、or Shares of the Trust,and the Trust,through the Custodians,will deliver SEI or cash when such Authorized Participantsredeem Shares of the Trust.See“The Trust and SEI Prices”for more information.Competition As of _,202_,more than _ other digital assets,as tracked by CoinMarketC,have been developed s

313、incethe inception of bitcoin,which is currently the most developed digital asset because of the length of time it has been in existence,the investment in the infrastructure that supports it,and the network of individuals and entities that are using bitcoin in transactions.While SEI has enjoyed some

314、success in its limited history,the aggregate value of outstanding SEI is smaller than that of bitcoin andmay be eclipsed by the more rapid development of other digital assets.Regulation of SEI and Government Oversight As digital assets have grown in both popularity and market size,the U.S.Congress a

315、nd a number of U.S.federal and stateagencies(including FinCEN,SEC,CFTC,the Financial Industry Regulatory Authority(“FINRA”),the Consumer FinancialProtection Bureau(“CFPB”),the Department of Justice,the Department of Homeland Security,the Federal Bureau ofInvestigation,the IRS and state financial ins

316、titution and securities regulators)have been examining the operations of digital assetnetworks,digital asset users and the digital asset markets,with particular focus on the extent to which digital assets can be used tolaunder the proceeds of illegal activities or fund criminal or terrorist enterpri

317、ses,and the safety and soundness of exchanges orother service providers that hold or have custody of digital assets for users.Many of these state and federal agencies have issuedconsumer advisories regarding the risks posed to investors by digital assets.President Trumps January 23,2025 Executive Or

318、der,titled“Strengthening American Leadership in Digital Financial Technology,aimed to reorient the federal governments approach todigital assets.The Executive Order emphasized the importance of the digital asset industry in innovation and economicdevelopment,and outlined policies to support the grow

319、th and use of digital assets,blockchain technology and related technologies.President Trumps order also revoked former President Bidens March 9,2022 Executive Order,titled,“Responsible Developmentof Digital Assets”and the U.S.Department of Treasurys July 7,2022“Framework for International Engagement

320、 of Digital Assets”and all policies,directives and guidance issued pursuant to those items produced by the previous administration.182025/5/8 14:00sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.htmhttps:/www.sec.gov/Archives/edgar/data/2066353/000199937125005157/sei-s1_042925.h

321、tm29/122 On January 21,2025,the SECs acting Chairman Mark T.Uyeda announced the SEC Crypto Task Force.The task forcehas an objective of developing a comprehensive and clear regulatory framework for crypto assets.The task force also seeks toestablish a practical and achievable process for registratio

322、n of digital assets and design clearly defined disclosure requirements andframeworks.In addition,the previous chair of the SEC has stated that the SEC has authority under existing laws to regulate the digitalasset sector,and the SEC,U.S.state securities regulators and several foreign governments hav

323、e issued warnings and instituted legalproceedings in which they argue that certain digital assets may be classified as securities and that both those digital assets and anyrelated initial coin offerings are subject to securities regulations.The outcomes of these proceedings,as well as ongoing and fu

324、tureregulatory actions,may alter,perhaps to a materially adverse extent,the nature of an investment in the Shares or the ability of theTrust to continue to operate.Additionally,U.S.state and federal,and foreign,regulators and legislatures have taken action againstvirtual currency businesses or enact

325、ed restrictive regimes in response to adverse publicity arising from hacks,consumer harm,orcriminal activity stemming from virtual currency activity.The SEC has also recently proposed amendments to the custody rules under Rule 206(4)-2 of the Investment Advisers Act.The proposed rule changes would a

326、mend the definition of a“qualified custodian”under Rule 206(4)-2(d)(6)and expand the currentcustody rule under Rule 206(4)-2 to cover digital assets and related advisory activities.If enacted as proposed,these rules wouldlikely impose additional regulatory requirements with respect to the custody an

327、d storage of digital assets and could lead toadditional regulatory oversight of the digital asset ecosystem more broadly.In addition,it is possible the market turbulence in late2022,which led to the failure of FTX Trading Ltd.(“FTX”)in November 2022 and the resulting market turmoil,could lead toincr

328、eased SEC,CFTC,or other governmental investigations,enforcement,and/or other regulatory activity across the digital assetecosystem.Various foreign jurisdictions have adopted and may continue in the near future to adopt laws,regulations or directives thataffect a digital asset network,the digital ass

329、et markets,and their users,particularly digital asset exchanges and service providersthat fall within such jurisdictions regulatory scope.For example:China has made transacting in cryptocurrencies illegal for Chinese citizens in mainland China,and additionalrestrictions may follow.China has banned i

330、nitial coin offerings and there have been reports that Chinese regulators havetaken action to shut down a number of China-based digital asset exchanges.South Korea determined to amend its Financial Information Act in March 2020 to require virtual asset service providersto register and comply with it

331、s AML and counter-terrorism funding framework.These measures also provide thegovernment with the authority to close digital asset exchanges that do not comply with specified processes.South Koreahas also banned initial coin offerings.The Reserve Bank of India in April 2018 banned the entities it reg

332、ulates from providing services to any individuals orbusiness entities dealing with or selling digital assets.In March 2020,this ban was overturned in the Indian SupremeCourt,although the Reserve Bank of India is currently challenging this ruling.The United Kingdoms Financial Conduct Authority publis

333、hed final rules in October 2020 banning the sale ofderivatives and exchange-traded notes that reference certain types of digital assets,contending that they are“ill-suited”to retail investors citing extreme volatility,valuation challenges and association with financial crime.A new bill,theFinancial Services and Markets Bill(the“FSMB”),has made its way through the House of Commons and is expected t