SEC Comment Letter for Grayscale Avalanche Trust (AVAX) (GAVA) (CIK 0002035053) — Dec 4, 2025
Grayscale Avalanche Trust (AVAX) (GAVA) (CIK 0002035053)
Date: Dec. 4, 2025 · CIK: 0002035053 · Accession: 0000000000-25-011302
AI Filing Summary & Sentiment
File numbers found in text: 333-289829
Letter
December 4, 2025 Edward McGee Chief Financial Officer Grayscale Avalanche Trust (AVAX) c/o Grayscale Investments Sponsors, LLC 290 Harbor Drive, 4th Floor Stamford, CT 06902 Re:Grayscale Avalanche Trust (AVAX) Amendment No. 1 to Registration Statement on Form S-1 Filed October 2, 2025 File No. 333-289829 Dear Edward McGee: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Amendment No. 1 to Registration Statement on Form S-1 Description of the Shares Staking Arrangements and Provider-Facilitated Staking Model, page 127 1.Please revise this section to clarify whether any fee the Sponsor may be entitled to receive in connection with the Staking Arrangements (i.e., in the form of the Sponsor's Staking Portion) will be payable out of the Staking Consideration that would otherwise be earned by the Trust. Also, please make corresponding revisions to your disclosure in the prospectus summary, as appropriate.
December 4, 2025 Page 2 Prospectus Summary Staking, page 3 2.You disclose here that the Sponsor may seek to stake as much of the Trust's AVAX as is practicable (i.e., up to 100%) at all times. We also note your risk factor disclosure on page 28 that liquidity for redemptions must be managed through unstaked balances, including the Liquidity Sleeve and/or by laddering staking terms in light of the two week minimum validation period. Please revise your disclosure here to explain whether and to what extent you anticipate laddering staking terms and/or utilizing a Liquidity Sleeve to manage liquidity. Please also quantify or provide a range for the expected percentage of your assets to be held in the Liquidity Sleeve in the ordinary course, or explain why you are unable to do so. Please contact David Irving at 202-551-3321 or Mark Brunhofer at 202-551-3638 if you have questions regarding comments on the financial statements and related matters. Please contact David Lin at 202-551-3552 or Sandra Hunter Berkheimer at 202-551- 3758 with any other questions. Sincerely, Division of Corporation Finance Office of Crypto Assets cc:Daniel P. Gibbons
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December 4, 2025
Edward McGee
Chief Financial Officer
Grayscale Avalanche Trust (AVAX)
c/o Grayscale Investments Sponsors, LLC
290 Harbor Drive, 4th Floor
Stamford, CT 06902
Re:Grayscale Avalanche Trust (AVAX)
Amendment No. 1 to Registration Statement on Form S-1
Filed October 2, 2025
File No. 333-289829
Dear Edward McGee:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Description of the Shares
Staking Arrangements and Provider-Facilitated Staking Model, page 127
1.Please revise this section to clarify whether any fee the Sponsor may be entitled to
receive in connection with the Staking Arrangements (i.e., in the form of the Sponsor's
Staking Portion) will be payable out of the Staking Consideration that would
otherwise be earned by the Trust. Also, please make corresponding revisions to your
disclosure in the prospectus summary, as appropriate.
December 4, 2025
Page 2
Prospectus Summary
Staking, page 3
2.You disclose here that the Sponsor may seek to stake as much of the Trust's AVAX as
is practicable (i.e., up to 100%) at all times. We also note your risk factor disclosure
on page 28 that liquidity for redemptions must be managed through unstaked
balances, including the Liquidity Sleeve and/or by laddering staking terms in light of
the two week minimum validation period. Please revise your disclosure here to
explain whether and to what extent you anticipate laddering staking terms and/or
utilizing a Liquidity Sleeve to manage liquidity. Please also quantify or provide a
range for the expected percentage of your assets to be held in the Liquidity Sleeve in
the ordinary course, or explain why you are unable to do so.
Please contact David Irving at 202-551-3321 or Mark Brunhofer at 202-551-3638 if
you have questions regarding comments on the financial statements and related
matters. Please contact David Lin at 202-551-3552 or Sandra Hunter Berkheimer at 202-551-
3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Daniel P. Gibbons