Grayscale Avalanche Staking ETF 8-K, filed Aug 7, 2026
Grayscale Avalanche Staking ETF (GAVA)
About this 8-K
Grayscale Avalanche Staking ETF filed this 8-K on August 7, 2026, reporting on events of August 6, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
N/A |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
On August 6, 2026, Grayscale Investments Sponsors, LLC (the “Sponsor”), as sponsor of Grayscale Avalanche Staking ETF (the “Trust”), entered into Amendment No. 2 (the “Amendment”) to the Second Amended and Restated Declaration of Trust and Trust Agreement dated as of February 2, 2026, as amended by Amendment No. 1 to the Second Amended and Restated Declaration of Trust and Trust Agreement, dated March 11, 2026, and as may be further amended from time to time(the “Trust Agreement”) with CSC Delaware Trust Company, the trustee (the “Trustee”) of the Trust. Capitalized terms used but not defined herein have the definitions given to them in the Trust’s Registration Statement on Form S-1, as amended (File No. 333-289829).
The Amendment to the Trust Agreement amends certain provisions of the Trust Agreement to, among other things, (i) provide for the Trust to commence regular distributions of the net cash proceeds of staking rewards to Shareholders, by requiring the Trust to reduce the Staking Consideration held by the Trust to cash no less often than quarterly and to promptly distribute the cash proceeds, net of any Trust expenses not assumed by the Sponsor (including, for example, paying a portion of the Staking Consideration to the Sponsor as consideration for its facilitation of the Staking Arrangements), to the Shareholders, and (ii) make certain other conforming changes to facilitate the Trust’s staking program and mandatory distribution framework.
The Trust currently intends to distribute to Shareholders the net cash proceeds of the Staking Consideration received by the Trust, after deducting the Staking Fee (as defined in the Trust Agreement) and other applicable Trust expenses, on a monthly, but no less than quarterly, basis. The amount of such distributions will depend on the Staking Consideration actually received by the Trust during each period and cannot be predicted with certainty.
Shareholders are advised to discuss any tax consequences relating to their investment in the Trust as a result of the Amendment with their tax advisors. The Trust intends to file a prospectus supplement pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, to update disclosure relating to the Amendment described herein.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
|
|
Exhibit No. |
|
Description |
4.1 |
|
Amendment No. 2 to the Second Amended and Restated Declaration of Trust and Trust Agreement |
104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
Grayscale Investments Sponsors, LLC, as Sponsor of Grayscale Avalanche Staking ETF |
|
|
|
|
Date: |
August 7, 2026 |
By: |
/s/ Kathryn Masci |
|
|
|
Name: Kathryn Masci |
* The Registrant is a trust and the identified person signing this report is signing in their capacity as an authorized officer of Grayscale Investments Sponsors, LLC, the Sponsor of the Registrant.
Exhibit 4.1
AMENDMENT NO. 2 TO THE SECOND AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT
This AMENDMENT NO. 2 (THE “AMENDMENT”) TO THE SECOND AMENDED AND RESTATED DECLARATION OF TRUST AND TRUST AGREEMENT of GRAYSCALE AVALANCHE STAKING ETF is made and entered into as of the 6th day of August, 2026, by and among GRAYSCALE INVESTMENTS SPONSORS, LLC, a Delaware limited liability company, CSC DELAWARE TRUST COMPANY, a Delaware corporation, as trustee, and the SHAREHOLDERS from time to time hereunder.
* * *
RECITALS
WHEREAS, the Sponsor and the Trustee entered into the Second Amended and Restated Declaration of Trust and Trust Agreement dated as of February 2, 2026, as amended by Amendment No. 1 dated as of March 11, 2026, as may be further amended from time to time (the “Trust Agreement”);
WHEREAS, Section 10.1 of the Trust Agreement provides that the Sponsor may amend the Trust Agreement without the consent of the Shareholders, subject to certain exceptions; and
WHEREAS, the Sponsor desires, pursuant to Section 10.1(a)(i) of the Trust Agreement, to amend and restate certain sections of the Trust Agreement as set forth herein.
NOW, THEREFORE, pursuant to Section 10.1(a)(i) of the Trust Agreement, the Trustee and the Sponsor hereby amend the Trust Agreement as set forth below.
ARTICLE I AMENDMENTS
SECTION 1.1 Amendments.
SECTION 1.5 Purposes and Powers.
Exhibit 4.1
Exhibit 4.1
(b) Section 13.11 of the Trust Agreement is hereby amended and restated in its entirety to read as follows:
SECTION 13.11 Integration. This Trust Agreement, Amendment No. 1 and Amendment No. 2 thereto constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto.
ARTICLE II MISCELLANEOUS
SECTION 2.1 Governing Law. The validity and construction of this Amendment shall be governed by the laws of the State of Delaware, and the rights of all parties hereto and the effect of every provision hereof shall be subject to and construed according to the laws of the State of Delaware without regard to the conflict of laws provisions thereof.
SECTION 2.2 Provisions In Conflict With Law or Regulations.
(a) The provisions of this Amendment are severable, and if the Sponsor shall determine, with the advice of counsel, that any one or more of such provisions (the “Conflicting Provisions”) are in conflict with the Code, the Delaware Trust Statute, the Securities Act, if
Exhibit 4.1
applicable, or other applicable U.S. federal or state laws or the rules and regulations of any Secondary Market, the Conflicting Provisions shall be deemed never to have constituted a part of this Amendment, even without any amendment of this Amendment pursuant to this Amendment; provided, however, that such determination by the Sponsor shall not affect or impair any of the remaining provisions of this Amendment or the Trust Agreement, or render invalid or improper any action taken or omitted prior to such determination. No Sponsor or Trustee shall be liable for making or failing to make such a determination.
(b) If any provision of this Amendment shall be held invalid or unenforceable in any jurisdiction, such holding shall not in any manner affect or render invalid or unenforceable such provision in any other jurisdiction or any other provision of this Amendment in any jurisdiction.
SECTION 2.3 Construction. In this Amendment, unless the context otherwise requires, words used in the singular or in the plural include both the plural and singular and words denoting any gender include all genders. The title and headings of different parts are inserted for convenience and shall not affect the meaning, construction or effect of this Amendment.
SECTION 2.4 Counterparts; Electronic Signatures. This Amendment may be executed in one or more counterparts (including those by facsimile or other electronic means), all of which shall constitute one and the same instrument binding on all of the parties hereto, notwithstanding that all parties are not signatory to the original or the same counterpart. This Amendment, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, shall be treated in all manner and respects as an original agreement and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.
SECTION 2.5 Defined Terms. For purposes of this Amendment, any capitalized terms used and not defined herein shall have the same respective meanings as assigned to them in the Trust Agreement.
[Signature Page Follows]
Exhibit 4.1
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment No. 2 to the Second Amended and Restated Declaration of Trust and Trust Agreement as of the day and year first above written.
CSC DELAWARE TRUST COMPANY, as Trustee
By: /s/ James Grier
Name: James Grier
Title: Vice President
GRAYSCALE INVESTMENTS SPONSORS, LLC, as Sponsor
By: /s/ Craig Salm
Name: Craig Salm
Title: Chief Legal Officer
Exhibit 4.1
[Signature Page to Amendment No. 2 to Second Amended and Restated Trust Agreement]