SEC Comment Letter for Franklin Solana Trust (SOEZ) — Aug 15, 2025
Franklin Solana Trust
Date: Aug. 15, 2025 · CIK: 0002057388 · Accession: 0000000000-25-008652
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-285121
Letter
August 15, 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 No. 2 to Registration Statement on Form S-1 Filed July 31, 2025 File No. 333-285121 Dear David Mann: 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 July 3, 2025 letter. Amendment No. 2 to Registration Statement on Form S-1 General 1.We note your response to prior comment 2, including your statement that the Trust will provide further information related to the staking program in a subsequent amendment. Please confirm your understanding that we may have additional comments upon review of a materially complete description of your staking program, including disclosure in response to prior comment 2. In addition, to the extent your liquidity risk policies and procedures for your staking program are intended to be consistent with the exchange's proposed generic listing standards, please revise your disclosure accordingly.
August 15, 2025 Page 2 The Index Administrator and Secondary Index Provider, page 140 2.We note your response to prior comment 15 and re-issue in part. Please file the Index Administrator Agreement and the Secondary Index Agreement as exhibits to the registration statement pursuant to Item 601(b)(10) of Regulation S-K or tell us why it is not required. U.S. Federal Income Tax Consequences, page 140 3.We note your response to prior comment 16. We also note that your discussion of tax consequences is still 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 of counsel as to the tax consequences and describe the reasons for and level of any uncertainty associated with grantor trust status. 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 cc:J. Stephen Feinour, Jr.
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August 15, 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 No. 2 to Registration Statement on Form S-1
Filed July 31, 2025
File No. 333-285121
Dear David Mann:
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 July 3, 2025 letter.
Amendment No. 2 to Registration Statement on Form S-1
General
1.We note your response to prior comment 2, including your statement that the Trust
will provide further information related to the staking program in a subsequent
amendment. Please confirm your understanding that we may have additional
comments upon review of a materially complete description of your staking program,
including disclosure in response to prior comment 2. In addition, to the extent your
liquidity risk policies and procedures for your staking program are intended to be
consistent with the exchange's proposed generic listing standards, please revise your
disclosure accordingly.
August 15, 2025
Page 2
The Index Administrator and Secondary Index Provider, page 140
2.We note your response to prior comment 15 and re-issue in part. Please file the Index
Administrator Agreement and the Secondary Index Agreement as exhibits to the
registration statement pursuant to Item 601(b)(10) of Regulation S-K or tell us why it
is not required.
U.S. Federal Income Tax Consequences, page 140
3.We note your response to prior comment 16. We also note that your discussion of tax
consequences is still 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 of
counsel as to the tax consequences and describe the reasons for and level of any
uncertainty associated with grantor trust status.
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
cc:J. Stephen Feinour, Jr.