June 5, 2026
IN THE MATTER OF
THE SECURITIES LEGISLATION OF ONTARIO
(the Jurisdiction)
AND
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF
3iQ CORP.
(the Filer)
AND
IN THE MATTER OF
3iQ BITCOIN ETF, 3iQ ETHER STAKING ETF AND 3iQ SOLANA STAKING ETF
(collectively, the ETFs)
DECISION
Background
The principal regulator in the Jurisdiction has received an application from the Filer on behalf of the ETFs for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the time limit for the renewal of the Prospectuses (as defined below) of the ETFs be extended to the time limit that would apply if the respective lapse dates of the Prospectuses were April 26, 2027 (the Requested Relief).
The Requested Relief does not have retroactive effect and is intended to permit compliance on a going‑forward basis from the date of this decision, without affecting or limiting any rights or remedies that may have arisen under the Legislation in respect of any distribution or trading of securities of the ETFs between the lapse date of the Prospectuses and the date of this decision.
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada (together with Ontario, the Jurisdictions).
Interpretation
Terms defined in National Instrument 14-101 Definitions, National Instrument 41-101 General Prospectus Requirements (NI 41-101), National Instrument 81-102 Investment Funds and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
Representations
The Filer is a corporation incorporated under the laws of Canada, with its registered office located in Toronto, Ontario.
The Filer is registered as (a) a portfolio manager, investment fund manager and exempt market dealer in Alberta and Quebec, (b) a portfolio manager and exempt market dealer in British Columbia, (c) an exempt market dealer in Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, and Saskatchewan, (d) an exempt market dealer and investment fund manager in Newfoundland and Labrador, and (e) a commodity trading manager, exempt market dealer, portfolio manager and investment fund manager in Ontario.
The Filer is the investment fund manager and trustee of the ETFs.
Neither the Filer nor the ETFs is in default of securities legislation in any of the Jurisdictions, except as described herein in respect of the timing of the Year 2 ETF Facts (as defined below) filings and the related prospectus lapse-date issue.
Each ETF is an open-ended alternative mutual fund trust established under the laws of Ontario and is subject to NI 81-102.
Each ETF is a reporting issuer in each of the Jurisdictions.
The securities of the ETFs are listed and posted for trading on the Toronto Stock Exchange.
The distribution of units of 3iQ Bitcoin ETF and 3iQ Ether Staking ETF was qualified under a long form prospectus dated March 26, 2025, for which the principal regulator issued a receipt on March 26, 2025 under SEDAR+ filing number 06246527 (the BTC/ETH Prospectus).
The distribution of units of 3iQ Solana Staking ETF was qualified under a long form prospectus dated April 10, 2025, for which the principal regulator issued a receipt on April 14, 2025 under SEDAR+ filing number 06233029 (the SOL Prospectus, and together with the BTC/ETH Prospectus, the Prospectuses).
Each of the Prospectuses was amended by Amendment No. 1 dated August 22, 2025 and Amendment No. 2 dated January 8, 2026. The principal regulator issued receipts for Amendment No. 2 to each Prospectus on January 13, 2026.
On March 3, 2025, amendments to NI 41-101 came into force which extended the lapse date for the prospectus of an exchange-traded mutual fund in continuous distribution from 12 months to 24 months, provided that the exchange-traded mutual fund complies with the applicable filing requirements, including the filing of final ETF facts documents for the second year of the prospectus within the filing window prescribed by the Legislation.
Pursuant to the prospectus renewal requirements prescribed by the Legislation, the ETFs were required to file final ETF Facts documents for the second year of the Prospectuses (the Year 2 ETF Facts) no earlier than 11 months and no later than 13 months after the date of the applicable Prospectus.
Based on the date of the BTC/ETH Prospectus, the Year 2 ETF Facts for 3iQ Bitcoin ETF and 3iQ Ether Staking ETF were required to be filed no later than April 26, 2026, and the lapse date of the BTC/ETH Prospectus was to be on March 26, 2027.
Based on the date of the SOL Prospectus, the Year 2 ETF Facts for 3iQ Solana Staking ETF were required to be filed no later than May 10, 2026, and the lapse date of the SOL Prospectus was to be on April 10, 2027.
The Year 2 ETF Facts for each of the ETFs were filed on June 5, 2026, which is 40 days late for the 3iQ Bitcoin ETF and 3iQ Ether Staking ETF and 26 days late for the 3iQ Solana Staking ETF, in each case giving effect to applicable holiday or business-day computation rules. The original 11-to-13 month window under paragraph 17.3(4)(a) of NI 41-101 terminated on a Sunday in respect of each Prospectus.
Due to an inadvertent calculation error in determining the applicable filing deadline for the Year 2 ETF Facts under the new 24-month prospectus renewal timeline, compounded by internal personnel turnover affecting the Filer’s prospectus and ETF Facts filing calendar, the Year 2 ETF Facts were filed after the applicable filing deadlines. As a consequence of filing the Year 2 ETF Facts after the applicable filing deadlines, the Prospectuses were deemed to have lapsed under the Legislation.
The late filing was inadvertent. It did not result from any intention to avoid the prospectus renewal requirements or to delay the provision of updated ETF Facts disclosure to investors. The Filer further confirms that it has reviewed and enhanced its internal policies and procedures to ensure that such a filing deadline is not missed in the future.
This was the first Year 2 ETF Facts filing cycle for the ETFs under the new 24-month prospectus renewal timeline.
The filing deadlines for the Year 2 ETF Facts are determined by reference to the applicable lapse date of the Prospectuses and an extension of the respective lapse dates would have the effect of extending the applicable Year 2 ETF Facts filing window such that the Year 2 ETF Facts filed late would fall within that window.
The Year 2 ETF Facts filed late contain routine annual and variable-data updates and do not reflect any material change to the ETFs or to the Prospectuses. There have been no material changes in the affairs of the ETFs since the Prospectuses, as amended. Accordingly, the Prospectuses, as amended, remain accurate in all material respects.
Given the disclosure obligations of the Filer and the ETFs, should any material change in the affairs of an ETF occur, the applicable Prospectus and ETF Facts will be amended as required under the Legislation.
The Year 2 ETF Facts filed late were not made public pending review by staff of the principal regulator.
Between the applicable Year 2 ETF Facts filing deadlines, determined after giving effect to any applicable holiday or business-day computation rules, and the date on which the Filer became aware of staff’s position that the Prospectuses had lapsed and that the ETFs must stop selling immediately, the ETFs continued to conduct primary-market distributions in the ordinary course through the ETF creation mechanism. The Filer has provided staff of the principal regulator with particulars of those distributions.
Upon becoming aware of staff’s position, the Filer promptly took steps to cease primary distributions of securities of the ETFs and instructed the applicable designated brokers, dealers and other relevant market participants that no further creations or other primary-market distributions of securities of the ETFs were to occur pending resolution of this matter.
The Filer has confirmed that no securities of the ETFs were distributed after the stop-creation instruction described above.
To the knowledge of the Filer, no affected primary-market purchaser has complained, requested cancellation of its purchase or advised the Filer that it suffered any loss as a result of the late filing of the Year 2 ETF Facts.
Secondary-market trading of the securities of the ETFs on the Toronto Stock Exchange has continued.
If the Requested Relief is not granted, the Filer understands that the ETFs would be required to file new preliminary prospectuses before they may resume primary-market distributions of securities.
The requirement to prepare and file new preliminary prospectuses would be disproportionate in the circumstances, given that the Year 2 ETF Facts have already been filed, there have been no material changes in the affairs of the ETFs, and the Prospectuses and Year 2 ETF Facts remain accurate in all material respects.
If the Requested Relief is not granted, the interruption in the primary-market creation mechanism for the ETFs may adversely affect the ETFs, their investors, market makers, dealers and the capital markets by impairing the ETF creation mechanism and related arbitrage process, reducing liquidity, widening bid-ask spreads and increasing the likelihood that the securities of the ETFs trade at premiums or discounts to their net asset value.
By extending the current lapse dates of the Prospectuses to April 26, 2027, the time limits for filing the Year 2 ETF Facts are extended accordingly, and the Year 2 ETF Facts filed late fall within the applicable filing window under the Legislation.
Granting the Requested Relief would not affect the accuracy of the information contained in the Prospectuses, as amended, or the Year 2 ETF Facts and would not be prejudicial to the public interest.
Decision
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Requested Relief is granted, provided that the Filer:
(a) causes the Year 2 ETF Facts filed late to be made public on SEDAR+ promptly following the issuance of this decision, subject to any technical corrections required by staff of the principal regulator;
(b) complies with the investment fund prospectus renewal requirements prescribed by the Legislation in force further to the March 3, 2025 amendments to National Instrument 41-101 General Prospectus Requirements, as modified by this decision;
(c) issues and files a notice on SEDAR+ and on its website promptly following the issuance of this decision, outlining the circumstances giving rise to the lapse of the Prospectuses, the late filing of the Year 2 ETF Facts, the relief granted pursuant to this decision, and includes a statement that nothing in this decision limits, extinguishes or otherwise affects any rights or remedies that purchasers may have under the Legislation;
(d) promptly notifies staff of the principal regulator if it becomes aware that any securities of the ETFs were distributed after the stop-creation instruction described in this decision; and
(e) maintains records of any investor inquiries or complaints received as a result of the late filing of the Year 2 ETF Facts and provides staff with a summary of such inquiries and their resolution, if requested.
“Stephen Paglia”
Stephen Paglia, Vice President Investment Management Division Ontario Securities Commission
Application No.: 2026-278 SEDAR+ No.: 06452239