SecProbe.io

July 3, 2025
David Mann
President and Chief Executive Officer
Franklin Solana Trust
c/o Franklin Holdings, LLC
One Franklin Parkway
San Mateo, CA 94403-1906
Re:Franklin Solana Trust
Amendment 1 to Registration Statement on Form S-1
Filed June 13, 2025
File No. 333-285121
Dear David Mann:
            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 a copy for our
review.
We note that you intend to implement a staking program. Once known, please revise
to include a materially complete description of the policies and procedures for how
your staking program will operate and disclose the material terms of the
agreement with the Staking Provider(s). In addition, please update various sections of
your prospectus to address how staking will impact the Trust's operations, including
the form of consideration the staking rewards will take, the percentage of the Trust's
assets you will stake, how the staking rewards will be allocated between the Trust and
the Staking Provider(s), how you will use the staking rewards proceeds, the risk
management practices you refer to on page 36 that the Sponsor will undertake to 2.

July 3, 2025
Page 2
manage liquidity risk, and any other staking-related risks, including risks your staking
program poses to an effective arbitrage mechanism. Please also identify the Staking
Provider(s) and file the related agreement as an exhibit if required by Item 601 of
Regulation S-K.
3.You state that the Trust's investment objective is to seek to provide exposure to the
value of Solana held by the Trust, less the expenses of the Trust's operations and other
liabilities. Please revise to clarify whether your plans to earn rewards by staking a
portion of your Solana are part of your investment objective.
Statement Regarding Forward-Looking Statements, page v
4.We note your disclosure that "[n]one of the Trust, the Fund, the Sponsor, or the
Trustee or their respective affiliates is under a duty to update any of the forward-
looking statements to conform such statements to actual results or to a change in the
Sponsor's expectations or predictions." Please revise to qualify this statement by
clarifying, if accurate, that you have a duty to update as required by applicable laws.
Prospectus Summary
Emerging Growth Company Status, page 8
5.Please clearly disclose whether you intend to take advantage of the extended transition
period for adopting new or revised accounting standards under the JOBS Act.
Risk Factors
Risk Factors Related to Digital Assets
The trading prices of many digital assets, page 19
6.Please discuss, if known, the reasons for the periods of extreme volatility of SOL,
and describe any unique features of SOL that may make it more susceptible to
extreme volatility or otherwise not correlate to trends in the broader crypto asset
markets.
In the event of a hard fork of the Solana Network, page 34
7.We note your disclosure that in the event of a hard fork of the Solana Network,
the Sponsor will, if permitted by the terms of the Trust Agreement, use its
discretion to determine which network should be considered the appropriate network
for the Trust's purposes. In an appropriate section of the prospectus, please disclose
the Sponsor's policies and procedures for making this determination.
Validators may suffer losses due to staking, or staking may prove unattractive to validators,
page 36
8.We note your disclosure here and throughout the prospectus that the Fund may be
subject to "slashing" penalties. To provide context, please also disclose the number of
times that slashing has been applied on the Solana Network.
9.We note your disclosure that "unstaking can take from one to several epochs to
complete" and that "[a]n epoch is approximately two days long on the Solana
Network." Please revise your disclosure to more specifically describe the time it
typically takes to unstake SOL.

July 3, 2025
Page 3
Risk Factors Related to the Fund and Shares
If the process of creation and redemption of Creation Units encounters any unanticipated
difficulties, page 54
10.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.
Use of Proceeds, page 84
11.To the extent applicable, please revise your disclosure to address how you will use the
proceeds received by the Trust for staking.
Overview of the Solana Industry, page 84
12.Where appropriate, please expand your disclosure to also address the number of
DApps currently built on the Solana Network.
Proof-of-Stake Process, page 88
13.Please revise to expand your explanation of how the reward system for SOL
validators works, including but not limited to:
•How the staking rewards are calculated;
•The historical range of rewards due to differing levels of network congestion; and
•The reward frequencies.
Business of the Fund
Valuation of Solana; The CF Benchmark Index, page 99
14.We note that you reference "the three Constituent Platforms" but include four
Constituent Platforms in the tables below these references on page 102. Please revise
your disclosure for consistency, or advise.
15.Please describe the material terms of any license agreement that the Index
Administrator and the Sponsor have entered into relating to the use of CF Benchmarks
Index, including the obligations of each party and the term and termination
provisions. Please also file the agreement as an exhibit to your registration statement
if required by Item 601 of Regulation S-K. To the extent you have a license agreement
with a Secondary Index, please provide the same information for the Secondary
Index.
U.S. Federal Income Tax Consequences, page 149
16.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. In addition, please
revise this section and your risk factors to address the tax consequences of the Fund's
staking program.

July 3, 2025
Page 4
            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.
            Please contact Rolf Sundwall at 202-551-3105 or Mark Brunhofer at 202-551-3638 if
you have questions regarding comments on the financial statements and related
matters. Please contact Irene Paik at 202-551-6553 or Justin Dobbie at 202-551-3469 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets