Grayscale Avalanche Trust (AVAX)

This prospectus contains “forward-looking statements” with respect to the Trust’s financial conditions, results of operations, plans, objectives, future performance and business. Statements preceded by, followed by or that include words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of these terms and other similar expressions are intended to identify some of the forward-looking statements. All statements (other than statements of historical fact) included in this prospectus that address activities, events or developments that will or may occur in the future, including such matters as changes in market prices and conditions, the Trust’s operations, the Sponsor’s plans and references to the Trust’s future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially from such statements. These statements are based upon certain assumptions and analyses the Sponsor made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. You should specifically consider the numerous risks described in “Risk Factors” in this prospectus. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including:

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the extreme volatility of trading prices that many digital assets, including AVAX, have experienced in recent periods and may continue to experience, which could cause the value of the Shares to be volatile and/or have a material adverse effect on the value of the Shares;

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the value of the Shares depending on the acceptance of digital assets, such as AVAX, which represent a new and rapidly evolving industry;

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the value of the Shares relating directly to the value of AVAX then held by the Trust, the value of which may be highly volatile and subject to fluctuations due to a number of factors;

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the risk that validators may suffer losses due to Staking (as defined herein), or Staking may prove unattractive to validators, which could adversely affect the Avalanche network.

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the limited history of the Index;

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the lack of active trading markets for the Shares, which may result in losses on investors’ investments at the time of disposition of Shares;

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the possibility that illiquid markets may exacerbate losses or increase the variability between the Trust’s NAV and its market price;

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the possibility that there may be less liquidity or wider spreads in the market for the Shares as compared to the shares of other spot AVAX exchange-traded products, if and when the listing of such products has been approved;

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competition from the emergence or growth of other digital assets could have a negative impact on the price of AVAX and adversely affect the value of the Shares;

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the possibility that the Shares may trade at a price that is at, above or below the Trust’s NAV per Share as a result of the non-current trading hours between NASDAQ and the Digital Asset Trading Platform Market;

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regulatory changes or actions by the U.S. Congress or any U.S. federal or state agencies that may affect the value of the Shares or restrict the use of one or more digital assets, validating activity or the operation of their networks or the Digital Asset Trading Platform Market in a manner that adversely affects the value of the Shares;

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a determination that AVAX or any other digital asset is a “security” may adversely affect the value of AVAX and the value of the Shares and result in potentially extraordinary, nonrecurring expenses to, or termination of, the Trust;

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regulatory changes or other events in foreign jurisdictions that may affect the value of the Shares or restrict the use of one or more digital assets, validating activity or the operation of their networks or the Digital Asset Trading Platform Market in a manner that adversely affects the value of the Shares;

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the lack of ability to participate in Staking (as defined herein) to the extent the Staking Condition (as defined herein) is not satisfied, which could have adverse consequences for the Trust;

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the risk of loss of AVAX from Staking, which could adversely affect the value of the Shares;

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the inaccessibility of staked AVAX tokens for a variable period of time, which could result in certain liquidity risks to the Trust;

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the Trust’s dependence on third parties to effectively execute the Trust’s Staking Arrangements (as defined herein);

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the uncertain regulatory landscape surrounding Staking;

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potential tax liabilities for beneficial owners of Shares without receiving corresponding distributions from the Trust in connection with Staking;

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the Trust’s reliance on third-party service providers to perform certain functions essential to the affairs of the Trust and the challenges replacement of such service providers could pose to the safekeeping of the Trust’s AVAX and to the operations of the Trust; and

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Consequently, all forward-looking statements made in this prospectus are qualified by these cautionary statements, and there can be no assurance that the actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the Trust’s operations or the value of the Shares. Should one or more of these risks discussed in “Risk Factors” in this prospectus, or other uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those described in forward-looking statements. Forward-looking statements are made based on the Sponsor’s beliefs, estimates and opinions on the date the statements are made and neither the Trust nor the Sponsor is under a duty or undertakes an obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, other than as required by applicable laws. Moreover, neither the Trust, the Sponsor, nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Investors are therefore cautioned against relying on forward-looking statements.

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