SEC Company Response from VanEck Solana ETF (VSOL) — Jul 31, 2025
VanEck Solana ETF
Date: July 31, 2025 · CIK: 0002028541 · Accession: 0001628280-25-036986
AI Filing Summary & Sentiment
File numbers found in text: 333-280517
Referenced dates: July 3, 2025
Letter
VIA EDGAR Office of Crypto Assets United States Securities and Exchange Commission Division of Corporation Finance Amendment No. 1 to Registration Statement on Form S-1 Response dated June 13, 2025 File No. 333-280517 Responses to Staff comments made by letter dated July 3, 2025
Dear Mr. Gessert and Ms. Berkheimer:
On behalf of our client, VanEck Solana Trust (the “Trust”), set forth below are the Trust’s responses to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated July 3, 2025 (the “Comment Letter”) in connection with the Trust’s Amendment No. 1 to the Registration Statement on Form S-1 (the “Registration Statement”), which was filed with the Commission on June 13, 2025. Concurrently with the filing of this response letter, the Trust is filing Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”). Where noted in the responses below, the Amended Registration Statement has been updated in response to the Staff’s comments.
The Trust’s responses are set out in the order in which the comments were set out in the Comment Letter and are numbered accordingly. All page references in the responses below are to the pages of the Amended Registration Statement, unless otherwise specified. Defined terms used herein but not otherwise defined have the meanings ascribed to them in the Amended Registration Statement.
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.
Mr. David Gessert, Esq.
Ms. Sandra Hunter Berkheimer, Esq.
United States Securities and Exchange Commission
July 31, 2025
Page 2
In response to the Staff’s comment, please find the proposed fact sheet attached hereto as Exhibit A. The attached is an example of the fact sheet content in draft form.
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.
In response to the Staff’s comment, the Trust has revised the disclosure on the cover page and pages 14, 88 and 140 of the prospectus to clarify that the Shares are expected to be approved for listing, subject to notice of issuance, on the Cboe BZX Exchange.
Prospectus Summary
Overview of the Trust, page 1
3.Please revise to disclose the percentage of the Trust’s SOL to be staked.
The Trust supplementally advises the Staff that the Trust currently intends to stake 85% of the Trust’s SOL, although this amount is subject to change pursuant to the policies and procedures in the Staking Policy. The Trust will disclose the percentage of the Trust’s SOL to be staked in a subsequent amendment to the Registration Statement.
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.
In response to the Staff’s comment, the Trust has revised the disclosure on the cover page and pages 1 and 5 of the prospectus to provide that the Sponsor may utilize and hold LSTs in the future, subject to receiving the necessary regulatory approval. As of the date of the prospectus, the Sponsor has made no such determination.
5.Please revise to provide a materially complete description of your planned staking program, policies and procedures.
In response to the Staff’s comment, the Trust has revised the disclosure on page 2 of the prospectus to provide a materially complete description of the Trust’s 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
Mr. David Gessert, Esq.
Ms. Sandra Hunter Berkheimer, Esq.
United States Securities and Exchange Commission
July 31, 2025
Page 3
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.
In response to the Staff’s comment, the Trust has revised the disclosure on pages 2 and 33 of the prospectus to disclose the bonding and unbonding periods associated with staking SOL, how they affect liquidity and disclose the material terms of any policies and procedures the Trust has 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.
In response to the Staff’s comment, the Trust has revised the disclosure on page 5 of the prospectus to identify the factors that have combined to improve the efficiency of the SOL market.
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.”
In response to the Staff’s comment, the Trust has revised the disclosure on pages 1, 3 and 95 of the prospectus accordingly.
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
Mr. David Gessert, Esq.
Ms. Sandra Hunter Berkheimer, Esq.
United States Securities and Exchange Commission
July 31, 2025
Page 4
Provider.” Please revise throughout to use a single reference or disclose the difference between the two terms.
In response to the Staff’s comment, the Trust has:
•revised the disclosure on page 124 of the prospectus to include the material terms of any agreements with Staking Providers and summarize the responsibilities and duties of the Staking Service Providers;
•revised the disclosure on pages 9 and 124 of the prospectus to disclose how and when rewards from staking will be shared, distributed, or added to the assets of the Trust and how this will work;
•revised the disclosure on page 9 and 124 of the prospectus to 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; and
•revised the prospectus throughout to use a single reference to “Staking Service Provider”.
The Trust supplementally advises the Staff that the Trust intends to engage Gemini Trust Company, LLC, as the initial Staking Services Provider. The Trust supplementally advises the Staff that the Trust will identify the Staking Service Providers and file the material agreement(s) with Staking Service Providers as an exhibit in a subsequent amendment to the Registration Statement.
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.
In response to the Staff’s comment, the Trust has revised the disclosure on pages 13 and 116 of the prospectus to clarify whether the disparity between valuation methods could be material and to 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.
Mr. David Gessert, Esq.
Ms. Sandra Hunter Berkheimer, Esq.
United States Securities and Exchange Commission
July 31, 2025
Page 5
In response to the Staff’s comment, the Trust has revised the disclosure on page 51 of the prospectus to include a risk factor 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 and on pages 2 and 33, to describe the Trust’s 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.
In response to the Staff’s comment, the Trust has revised the disclosure on pages 83-85 of the prospectus to introduce 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.
In response to the Staff’s comment, the Trust has revised the disclosure on page 167 of the prospectus to 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.
In response to the Staff’s comment, the Trust has revised the disclosure on pages 53, 130 and 137 of the prospectus to clarify that the Trust intends to hold or transact in SOL, not bitcoin.
Mr. David Gessert, Esq.
Ms. Sandra Hunter Berkheimer, Esq.
United States Securities and Exchange Commission
July 31, 2025
Page 6
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.
In response to the Staff’s comment, the Trust has revised the disclosure on page 72 of the prospectus to provide data on slashing incidents to date and whether the Staking Service Provider has been subject to slashing penalties, to clarify whether slashing losses on the Solana Network are generally permanent and to avoid suggesting that partial recovery is likely or typical.
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.”
In response to the Staff’s comment, the Trust has revised the disclosure on page 83-84 of the prospectus to expand the risk factor “The Treatment Of The Trust For U.S. Federal Income Tax Purposes Is Uncertain” to discuss how 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.
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.
In response to the Staff’s comment, the Trust has revised the disclosure on pages 100-101 of the prospectus to include a subsection describing staking on the Solana Network.
Summary of an SOL Transaction, page 95
18.Please expand your disclosure to describe the transaction fees on the Solana Network.
Mr. David Gessert, Esq.
Ms. Sandra Hunter Berkheimer, Esq.
United States Securities and Exchange Commission
July 31, 2025
Page 7
In response to the Staff’s comment, the Trust has revised the disclosure on page 99 of the prospectus 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.
In response to the Staff’s comment, the Trust has revised the disclosure on page 101 of the prospectus to describe what is included in the “circulating supply” of SOL and to provide the tota
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CORRESP 1 filename1.htm Document CLIFFORD CHANCE US LLP TWO MANHATTAN WEST 375 9TH AVENUE NEW YORK, NY 10001 TEL +1 212 878 8000 FAX +1 212 878 8375 www.cliffordchance.com July 31, 2025 VIA EDGAR Mr. David Gessert, Esq. Ms. Sandra Hunter Berkheimer, Esq. Office of Crypto Assets United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: VanEck Solana Trust Amendment No. 1 to Registration Statement on Form S-1 Response dated June 13, 2025 File No. 333-280517 Responses to Staff comments made by letter dated July 3, 2025 Dear Mr. Gessert and Ms. Berkheimer: On behalf of our client, VanEck Solana Trust (the “Trust”), set forth below are the Trust’s responses to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated July 3, 2025 (the “Comment Letter”) in connection with the Trust’s Amendment No. 1 to the Registration Statement on Form S-1 (the “Registration Statement”), which was filed with the Commission on June 13, 2025. Concurrently with the filing of this response letter, the Trust is filing Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”). Where noted in the responses below, the Amended Registration Statement has been updated in response to the Staff’s comments. The Trust’s responses are set out in the order in which the comments were set out in the Comment Letter and are numbered accordingly. All page references in the responses below are to the pages of the Amended Registration Statement, unless otherwise specified. Defined terms used herein but not otherwise defined have the meanings ascribed to them in the Amended Registration Statement. 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. Mr. David Gessert, Esq. Ms. Sandra Hunter Berkheimer, Esq. United States Securities and Exchange Commission July 31, 2025 Page 2 In response to the Staff’s comment, please find the proposed fact sheet attached hereto as Exhibit A. The attached is an example of the fact sheet content in draft form. 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. In response to the Staff’s comment, the Trust has revised the disclosure on the cover page and pages 14, 88 and 140 of the prospectus to clarify that the Shares are expected to be approved for listing, subject to notice of issuance, on the Cboe BZX Exchange. Prospectus Summary Overview of the Trust, page 1 3.Please revise to disclose the percentage of the Trust’s SOL to be staked. The Trust supplementally advises the Staff that the Trust currently intends to stake 85% of the Trust’s SOL, although this amount is subject to change pursuant to the policies and procedures in the Staking Policy. The Trust will disclose the percentage of the Trust’s SOL to be staked in a subsequent amendment to the Registration Statement. 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. In response to the Staff’s comment, the Trust has revised the disclosure on the cover page and pages 1 and 5 of the prospectus to provide that the Sponsor may utilize and hold LSTs in the future, subject to receiving the necessary regulatory approval. As of the date of the prospectus, the Sponsor has made no such determination. 5.Please revise to provide a materially complete description of your planned staking program, policies and procedures. In response to the Staff’s comment, the Trust has revised the disclosure on page 2 of the prospectus to provide a materially complete description of the Trust’s 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 Mr. David Gessert, Esq. Ms. Sandra Hunter Berkheimer, Esq. United States Securities and Exchange Commission July 31, 2025 Page 3 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. In response to the Staff’s comment, the Trust has revised the disclosure on pages 2 and 33 of the prospectus to disclose the bonding and unbonding periods associated with staking SOL, how they affect liquidity and disclose the material terms of any policies and procedures the Trust has 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. In response to the Staff’s comment, the Trust has revised the disclosure on page 5 of the prospectus to identify the factors that have combined to improve the efficiency of the SOL market. 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.” In response to the Staff’s comment, the Trust has revised the disclosure on pages 1, 3 and 95 of the prospectus accordingly. 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 Mr. David Gessert, Esq. Ms. Sandra Hunter Berkheimer, Esq. United States Securities and Exchange Commission July 31, 2025 Page 4 Provider.” Please revise throughout to use a single reference or disclose the difference between the two terms. In response to the Staff’s comment, the Trust has: •revised the disclosure on page 124 of the prospectus to include the material terms of any agreements with Staking Providers and summarize the responsibilities and duties of the Staking Service Providers; •revised the disclosure on pages 9 and 124 of the prospectus to disclose how and when rewards from staking will be shared, distributed, or added to the assets of the Trust and how this will work; •revised the disclosure on page 9 and 124 of the prospectus to 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; and •revised the prospectus throughout to use a single reference to “Staking Service Provider”. The Trust supplementally advises the Staff that the Trust intends to engage Gemini Trust Company, LLC, as the initial Staking Services Provider. The Trust supplementally advises the Staff that the Trust will identify the Staking Service Providers and file the material agreement(s) with Staking Service Providers as an exhibit in a subsequent amendment to the Registration Statement. 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. In response to the Staff’s comment, the Trust has revised the disclosure on pages 13 and 116 of the prospectus to clarify whether the disparity between valuation methods could be material and to 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. Mr. David Gessert, Esq. Ms. Sandra Hunter Berkheimer, Esq. United States Securities and Exchange Commission July 31, 2025 Page 5 In response to the Staff’s comment, the Trust has revised the disclosure on page 51 of the prospectus to include a risk factor 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 and on pages 2 and 33, to describe the Trust’s 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. In response to the Staff’s comment, the Trust has revised the disclosure on pages 83-85 of the prospectus to introduce 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. In response to the Staff’s comment, the Trust has revised the disclosure on page 167 of the prospectus to 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. In response to the Staff’s comment, the Trust has revised the disclosure on pages 53, 130 and 137 of the prospectus to clarify that the Trust intends to hold or transact in SOL, not bitcoin. Mr. David Gessert, Esq. Ms. Sandra Hunter Berkheimer, Esq. United States Securities and Exchange Commission July 31, 2025 Page 6 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. In response to the Staff’s comment, the Trust has revised the disclosure on page 72 of the prospectus to provide data on slashing incidents to date and whether the Staking Service Provider has been subject to slashing penalties, to clarify whether slashing losses on the Solana Network are generally permanent and to avoid suggesting that partial recovery is likely or typical. 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.” In response to the Staff’s comment, the Trust has revised the disclosure on page 83-84 of the prospectus to expand the risk factor “The Treatment Of The Trust For U.S. Federal Income Tax Purposes Is Uncertain” to discuss how 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. 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. In response to the Staff’s comment, the Trust has revised the disclosure on pages 100-101 of the prospectus to include a subsection describing staking on the Solana Network. Summary of an SOL Transaction, page 95 18.Please expand your disclosure to describe the transaction fees on the Solana Network. Mr. David Gessert, Esq. Ms. Sandra Hunter Berkheimer, Esq. United States Securities and Exchange Commission July 31, 2025 Page 7 In response to the Staff’s comment, the Trust has revised the disclosure on page 99 of the prospectus 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. In response to the Staff’s comment, the Trust has revised the disclosure on page 101 of the prospectus to describe what is included in the “circulating supply” of SOL and to provide the tota