SecProbe.io

January 23, 2026
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. 2 to Registration Statement on Form S-1
Filed December 23, 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. Unless we note otherwise,
any references to prior comments are to comments in our December 4, 2025 letter.
Amendment No. 2 to Registration Statement on Form S-1
Forward-Looking Statements, page ii
1.We note your disclosure that "neither the Trust, the Sponsor, nor any other person
assumes responsibility for the accuracy and completeness of any of these forward-
looking statements." Please revise your disclosure as it is not appropriate to disclaim
responsibility for disclosure in your registration statement.
Prospectus Summary
Trust Overview, page 1
We note your statement in the second full paragraph on page 2 that prior to the listing of
the Shares on NASDAQ, the Sponsor intends to  change the Index to CoinDesk AVAX
CCIXber Reference Rate. We also note that your website
(at https://www.grayscale.com/funds/grayscale-avalanche-trust) states that "[a]s of 2.

January 23, 2026
Page 2
10/1/2025 the Trust tracks CoinDesk AVAX CCIXber Reference Rate, prior to this date
the Trust tracked the CoinDesk Avalanche Reference Rate." Please revise to reconcile
and/or clarify your disclosures, as appropriate.
Staking, page 3
3.We note your disclosure in the first full paragraph on page 5 that the Sponsor, on behalf
of the Trust, may be able to enter into other financing arrangements or implement other
mechanisms to manage AVAX liquidity constraints, including entering into short-term
financing arrangements with its Custodian to provide AVAX to the Trust for settlement
of trades with the Trust's Liquidity Provider(s), if necessary. Please expand to discuss in
greater detail how such short-term financing arrangements will operate, to the extent
information is reasonably available.
4.Please revise to update your references on pages 5, 67 and 133 to NASDAQ's "proposed"
generic listing standards.
Risk Factors
Risk Factors Related to Digital Assets
Staking may prove unattractive to validators..., page 28
5.We note that in response to prior comment 2, you have included disclosure in the last
paragraph of this risk factor that the Sponsor generally will stake as much of the Trust's
AVAX as is practicable (i.e., up to 100%) at all times, with the remainder of the Trust's
AVAX remaining unstaked. While your revised disclosure quantifies the maximum
amount of the Trust's AVAX that generally will be staked at all times, it does not appear
to quantify or provide a range for the expected percentage of the Trust's AVAX that will
remain unstaked in the ordinary course. Please revise to 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.
Risk Factors Related to the Trust and the Shares
The Trust relies on third-party service providers to perform certain functions essential to the
affairs of the Trust..., page 46
6.We note your disclosure that "the SEC has released proposed amendments to Rule
206(4)-2 that, if enacted as proposed, would amend the definition of a 'qualified
custodian' under Rule 206(4)-2(d)(6)." Please revise to update the status of the proposed
amendments you reference.
The lack of full insurance and shareholders' limited rights of legal recourse..., page 49
7.Please disclose here, if accurate, that the insurance and capital reserves maintained by the
Custodian, Coinbase Custody Trust Company, LLC, are shared among all of its
customers and therefore not specific to the Trust.

January 23, 2026
Page 3
Business
Legal Proceedings, page 126
8.Please revise your disclosure related to the May 19, 2025 complaint to include the
amounts Genesis Capital and Genesis Asia are seeking to recover. To the extent material,
please also revise to include information regarding the corresponding legal complaint
filed in the Delaware Chancery Court.
            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