SecProbe.io

July 3, 2025
Jan F. van Eck
President and Chief Executive Officer
VanEck Solana Trust
c/o VanEck Digital Assets, LLC
666 Third Avenue, 9th Floor
New York, NY 10017
Re:VanEck Solana Trust
Amendment No. 1 to Registration Statement on Form S-1
Response dated June 13, 2025
File No. 333-280517
Dear Jan F. van Eck:
            We have reviewed your 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
General
1.To the extent that you intend to use a fact sheet, please provide us with a copy for
our review.
Cover Page
2.We note your disclosure that the Shares "have been approved for listing, subject to
notice of issuance," on the Cboe BZX Exchange. We further note your disclosure on
page 1 in the Prospectus Summary that the Shares "are expected to be approved for
listing, subject to notice of issuance, on the Cboe BZX Exchange." Please revise
for clarity and consistency.

July 3, 2025
Page 2
Prospectus Summary
Overview of the Trust, page 1
3.Please revise to disclose the percentage of the Trust's SOL to be staked.
4.We note your disclosure that the Sponsor may "utilize alternative means to engage in
Staking Activities," including the use of liquid staking tokens ("LSTs"). Please revise
to disclose how you intend to engage in liquid staking and your plans for using and
holding LSTs. Please also revise to disclose any other alternative means that may be
utilized for staking activities.
5.Please revise to provide a materially complete description of your planned staking
program, policies and procedures.
6.We note your disclosure on page 31 "[a]s part of these 'activating' and 'de-activating'
processes of staking on the Solana Network, any staked SOL will be inaccessible for a
period of time, as the duration of activating and exiting periods are dependent on a
range of factors." Under an appropriate section of the prospectus, please revise to
disclose with specificity the bonding and unbonding periods associated with staking
SOL, discuss how they affect liquidity and disclose the material terms of any policies
and procedures you have in place to manage liquidity in this regard.
SOL and the Solana Network, page 2
7.We note your disclosure in the last paragraph on page 3 that "MarketVector and the
Sponsor believe that certain factors have combined to improve the efficiency of the
SOL market." Please expand to identify those factors.
8.Refer to your disclosure in the first paragraph under this heading that "[n]o single
entity is known to own or operate the Solana Network." Please revise to qualify this
statement in light of your disclosure in the fifth paragraph that "Solana Labs and the
Solana Foundation continue to exert significant influence over the direction of the
development of Solana." Please make corresponding revisions on page 92 under the
heading "SOL and the Solana Network – Overview."
The Trust's Service Providers
The Staking Provider, page 7
9.Please revise to include the material terms of any agreements with Staking Providers,
identify the Staking Providers and summarize the responsibilities and duties of
the Staking Providers. In describing your staking program, please disclose how and
when rewards from staking will be shared, distributed, or added to the assets of the
Trust and how this will work. Please also disclose any policies with respect to the use
of proceeds from staking rewards and quantify the portion of staking rewards that all
involved parties will receive. Please also refer to Item 601(b)(10) of Regulation S-K
and file your material agreement(s) with Staking Providers as an exhibit to your
registration statement. Additionally, we note you refer to both the "Staking Provider"
and "Staking Services Provider." Please revise throughout to use a single reference or
disclose the difference between the two terms.

July 3, 2025
Page 3
Net Asset Value Determinations, page 11
10.We note your disclosure that the NAV of the Trust will be determined based on the
MarketVector Solana Benchmark Rate but that, for financial statement purposes, the
Trust's SOL will be carried at fair value as determined based on the price provided by
the SOL market that the Trust considers its "principal market." Please expand to
clarify whether the disparity between these valuation methods could be material and
disclose how such disparity will be disclosed to investors.
Risk Factors, page 15
11.Please add risk factor disclosure regarding the possibility that the Trust could become
unable to timely meet excessive redemption requests in amounts that are greater than
the portion of the Trust's SOL that remains un-staked, to the extent applicable. In
addition, under an appropriately captioned heading, please describe your policies and
procedures with respect to a run on redemptions.
12.Please add risk factor disclosure regarding the tax liability of staking rewards and tax
consequences to shareholders, as well as the tax treatment of staking in a grantor trust.
Risks Associated with the MarketVector Solana Benchmark Rate, page 45
13.Please describe the material terms of any license agreement that the Index Provider
and the Sponsor have entered into relating to the use of the Index, including the
obligations of each party and the term and termination provisions.
Risks Associated with Investing in the Trust
If The Process Of Creation And Redemption Of Baskets Encounters Any Unanticipated
Difficulties..., page 50
14.We note your disclosure that "Creation Baskets may be created or redeemed in
exchange for bitcoin or cash." We further note your disclosure on page 125 that "[t]he
Trust engages in Clearing Transactions with Authorized Participants or their
designees in connection with in-kind transfers of bitcoin in connection with in-kind
subscription and redemption processes," and your cross-reference on page 133 to
"...Expose The Trust And Its Shareholders To The Risk Of Loss Of The Trust's
Bitcoins For Which No Person Or Entity Is Liable." Please clarify whether the Trust
intends to hold or transact in bitcoin.
Staking Risk, page 68
15.We note your disclosure in the first full paragraph on page 69 that "[t]here is no
assurance... that the Trust will be able to recover any percentage of Solana that has
been subject to slashing penalties." Please revise to provide data on slashing incidents
to date and whether the Staking Service Provider has been subject to slashing
penalties. Please also revise to clarify whether slashing losses on the Solana Network
are generally permanent and, if so, revise to avoid suggesting that partial recovery is
likely or typical.

July 3, 2025
Page 4
Tax Risk
The Treatment Of The Trust For U.S. Federal Income Tax Purposes Is Uncertain, page 80
16.Please expand this risk factor to discuss how holding liquid staking tokens, and the
Trust's staking activities in general, could affect the Trust's ability to qualify as a
grantor trust for U.S. federal income tax purposes. In this regard we note your
disclosure at the end of the second paragraph that "[i]f the Trust were treated as
owning any asset other than SOL as of any date on which it creates or redeems
Shares, it may likely cease to qualify as a grantor trust for U.S. federal income tax
purposes."
SOL, SOL Market, SOL Exchanges and Regulation of SOL, page 92
17.Please expand your disclosure to include a subsection describing staking on the
Solana Network. Without limitation, your disclosure should address, the mechanics of
the process, the participants involved, how awards are determined and how the
network's inflationary policy may affect staking yields and Trust returns.
Summary of an SOL Transaction, page 95
18.Please expand your disclosure to describe the transaction fees on the Solana Network.
Creation of New SOL, page 96
19.Please expand to describe what is included in the "circulating supply" of SOL.
Additionally, provide the total supply of SOL as of the latest practicable date.
SOL Market and SOL Exchanges, page 97
20.Please expand your disclosure to describe the SOL futures market and its
development.
Use of Proceeds, page 145
21.To the extent applicable, please revise your disclosure to address how you will use the
proceeds received by the Trust for staking.
United States Federal Income Tax Consequences, page 163
22.We note that your discussion of tax consequences is based on the assumption that the
Fund will be treated as a grantor trust for U.S. federal income tax purposes. Please
revise to provide an opinion as to the tax consequences and describe the reasons for
and level of any uncertainty associated with grantor trust status.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

July 3, 2025
Page 5
            Please contact Kate Tillan at 202-551-3604 or Jason Niethamer at 202-551-3855 if
you have questions regarding comments on the financial statements and related
matters. Please contact David Gessert at 202-551-2326 or Sandra Hunter Berkheimer at 202-
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Clifford R. Cone, Esq.