Filed pursuant to Rule 424(b)(3)
Registration No. 333-286878
21SHARES SUI ETF
SUPPLEMENT NO. 2 DATED JULY 7, 2026
TO THE PROSPECTUS DATED FEBRUARY 23, 2026
This prospectus supplement
(this “Supplement”) is part of and should be read in conjunction with the prospectus of 21Shares Sui ETF (the “Trust”),
dated February 23, 2026 (the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement
shall have the same meanings as in the Prospectus.
The purpose of this Supplement
is to include the Trust’s Current Report on Form 8-K filed on July 7, 2026.
Current Report on Form 8-K
On July 7, 2026, the Trust
filed its Current Report on Form 8-K (the “Report”) with the Securities and Exchange Commission. The Report (without
exhibits) is attached to this Supplement.
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):
June 30, 2026
21SHARES SUI ETF
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-43145 |
|
33-6749416 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 158 W. 27th Street |
|
|
| New York, New York |
|
10001 |
| (Address of principal executive offices) |
|
(zip code) |
Registrant’s telephone number, including
area code: (646) 370-6016
(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 Exchange Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Shares of Beneficial Interest of 21Shares Sui ETF |
|
TSUI |
|
The Nasdaq Stock Market LLC |
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 1.02 Termination of a Material Definitive Agreement.
Benchmark Licensing Agreements
On June 30, 2026, 21Shares US LLC (the “Sponsor”)
provided notice to CF Benchmarks Ltd. (“CF Benchmarks”) of the termination, effective August 31, 2026, of the licensing agreement
(the “Pricing Benchmark Licensing Agreement”) between the Sponsor and CF Benchmarks relating to the use of the CME CF Sui
— Dollar Reference Rate — New York Variant (the “Pricing Benchmark”) by the Sponsor, 21Shares Sui ETF (the “Trust”),
and their affiliates. Pursuant to the Pricing Benchmark Licensing Agreement, CF Benchmarks provides each of the Sponsor, the Trust, and
their affiliates a non-exclusive, non-transferable, non-sub-licensable, perpetual, worldwide license to access, view and use the Pricing
Benchmark to develop, create, calculate, settle, maintain or support and market the Trust, with the Trust using the Pricing Benchmark
pursuant to a sub-licensing arrangement with the Sponsor. The Pricing Benchmark Licensing Agreement has a one-year initial term and automatically
renews for successive one-year periods unless terminated pursuant to its terms. The Pricing Benchmark is calculated and administered by
CF Benchmarks and is used to value the Trust’s shares on a daily basis and to calculate the Trust’s net asset value. CF Benchmarks
is unaffiliated with the Sponsor. The Sponsor has elected to terminate the Pricing Benchmark Licensing Agreement pursuant to its terms
in connection with its broader transition to a new benchmark provider, as further described below.
The Sponsor intends to enter into a licensing
agreement with FTSE International Limited (“FTSE”) on or about August 24, 2026 whereby FTSE will provide each of the Sponsor,
the Trust, and their affiliates a non-exclusive, non-transferable, non-sub-licensable, perpetual, worldwide license to access, view and
use FTSE index data to develop, create, calculate, settle, maintain or support and market the Trust. Such license is expected to have
a one-year initial term and will automatically be renewed for successive one-year periods, unless terminated pursuant to its terms.
FTSE is a company incorporated and registered
in England, and its principal offices are located at 10 Paternoster Square, London, EC4M 7LS, United Kingdom. FTSE is experienced in
calculating and administering digital asset indices. FTSE is unaffiliated with the Sponsor.
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 hereunto duly authorized.
| Dated: July 7, 2026 |
21SHARES SUI ETF |
| |
|
| |
21Shares US LLC, as Sponsor of 21Shares Sui ETF |
| |
|
| |
By: |
/s/ Duncan Moir |
| |
Name: |
Duncan Moir |
| |
Title: |
President |
