SecProbe.io

CORRESP
 1
 filename1.htm

 Invesco Capital Management LLC
 3500 Lacey Road, Suite 700
 Downers Grove, IL
 60515

 December 9, 2025

 VIA EDGAR
 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 Office of Crypto Assets
 100 F Street, NE
 Washington, D.C. 20549

 Re:

 Invesco Galaxy Solana ETF (the “Trust”)

 Request for Acceleration of Effectiveness of Registration Statement on Form S-1,

 Pre-Effective Amendment No. 3 Filed November 28, 2025 (File No. 333-288318)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the
 Trust and Invesco Capital Management LLC (the “Sponsor”) hereby request that the effective date of the above-captioned Registration Statement be accelerated so that the Registration Statement becomes effective at 4:00
 p.m., Eastern Time on December 9, 2025, or as soon as practicable thereafter.

 In requesting such acceleration, the Trust and the Sponsor acknowledge that (i) should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration
 Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement, (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration
 Statement effective, does not relieve the Trust or the Sponsor from its full responsibility for the adequacy or accuracy of the disclosure in the Registration Statement, and (iii) neither the Trust nor the Sponsor may assert this action as a defense
 in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 The Trust and the Sponsor hereby authorize J. Stephen Feinour, Jr., Esq. of Stradley Ronon Stevens & Young, LLP to orally modify or withdraw this request for acceleration. We
 request that we be notified of the acceleration and effectiveness of the Registration Statement by a telephone call to Mr. Feinour at (215) 564-8521.

 Please direct questions or comments relating to this filing to J. Stephen Feinour, Jr., Esq. at (215) 564-8521.

 Sincerely,

 INVESCO GALAXY SOLANA ETF

 By: Invesco Capital Management LLC,

 Sponsor of the Trust

 By: /s/ Adam Henkel

 Name: Adam Henkel

 Title: Secretary and Head of Legal, US ETFs

 INVESCO CAPITAL MANAGEMENT LLC

 By: /s/ Adam Henkel

 Name: Adam Henkel

 Title: Secretary and Head of Legal, US ETFs

 CC:

 Will McAllister, Invesco Capital Management LLC

 J. Stephen Feinour, Jr., Stradley Ronon Stevens & Young, LLP

 Miranda Sturgis, Stradley Ronon Stevens & Young, LLP

 Mark R. Greer, Stradley Ronon Stevens & Young, LLP

CORRESP
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 ___________________________________
          Invesco Capital Management LLC
    3500 Lacey Road, Suite 700
                     Downers Grove, IL 60515

 October 31, 2025

 Filed via EDGAR
 David Irving, Jason Niethamer, Lulu Cheng and Sandra Hunter Berkheimer
 U.S. Securities and Exchange Commission
 Division of Corporation Finance – Office of Crypto Assets
 100 F Street, NE
 Washington, DC 20549

 Subject:

 Invesco Galaxy Solana ETF (the “Trust”)

 Amendment No. 1 to Registration Statement on Form S-1
 Filed August 21, 2025
 File No. 333-288318

 Dear Mr. Irving, Mr. Niethamer, Ms. Cheng and Ms. Berkheimer:

 On behalf of the Trust, submitted herewith via the EDGAR system are the responses to the comments of the staff (the “Staff”) of the U.S. Securities and
 Exchange Commission (the “Commission”) provided via written correspondence dated September 5, 2025 with regard to the Trust’s pre-effective Amendment No. 1 to Registration Statement on Form S-1 (the “Registration Statement”), which was filed
 with the Commission on August 21, 2025 under the Securities Act of 1933 (the “1933 Act”).  The Staff’s comments are summarized below, followed by the Trust’s responses thereto.  Terms not defined herein have the meaning set forth for that term
 in the Registration Statement.
 Amendment No. 1 to Registration Statement on Form S-1
 General

 1.

 Comment: We note your response to comment 7 and your revised placeholder with respect to the amount of the Trust's SOL that will be staked. Please confirm that you will quantify the percentage of the
 Trust's SOL that will be staked in a pre-effective amendment.

 Response : The Trust acknowledges this comment and confirms that it has made updates to disclosure throughout the Registration Statement related to
 amount of the Trust's SOL that will be staked under normal circumstances. In particular, the Trust expects to stake “substantially all” of its SOL, less amounts left unstaked to satisfy foreseeable redemption requests. Accordingly, the Trust is
 not able to specify in the Registration Statement the exact percentage of the Trust's SOL that will be staked at any given time. Accordingly, the Trust confirms that it will publish and periodically update information on its website that
 quantifies the amount of the Trust's SOL that is staked.

 2.

 Comment : We note your response to prior comment 8. Under an appropriately captioned heading, please revise to provide a complete description of your liquidity risk policies and procedures. Please also
 disclose how the percentage of SOL that will be staked is consistent with your policies and procedures and describe any mechanisms planned to manage liquidity, as referenced on page 57. To the extent such policies and procedures are
 intended to be consistent with the exchange's proposed generic listing standards, please revise accordingly.

 Response: The Trust has made updates to disclosure throughout the Registration Statement related to the staking program and staking liquidity risk
 policies and procedures.  The Trust confirms that the liquidity risk policies and procedures for the staking program will be consistent with the Exchange’s generic listing standards.

 Prospectus Summary
 The Trust’s Staking Program, page 5

 3.

 Comment: We note your response to comment 7 and we re-issue in part. Please further revise to quantify how the staking rewards will be allocated between the Trust, the Staking Provider and the Solana
 Custodian. In this regard, we note your disclosure that the Trust will receive a portion of the staking rewards earned through staking activities in the form of additional SOL tokens, and the
 remaining portion of the staking rewards will be retained by the Staking Provider and/or the Solana Custodian for providing and facilitating the staking activities.

 Response: The disclosure has been revised to provide additional information about the Trust’s staking program. The Trust will provide further
 information related to the staking program in a subsequent amendment.
 The Staking Provider(s), page 8

 4.

 Comment: To the extent the Trust intends to engage multiple Staking Providers, please revise to disclose the material terms of your staking agreement with each such Staking Provider. Please also file
 the staking agreement(s) as exhibit(s) if required by Item 601 of Regulation S-K. In addition, please revise to discuss the factors that the Sponsor will use to determine how much SOL to allocate among multiple Staking Providers.

 Response: The Trust currently intends to engage one Staking Provider, though this plan remains subject to change. The Trust confirms that it will
 file a staking agreement as an exhibit to the Registration Statement in a subsequent amendment, to the extent applicable under Item 601 of Regulation S-K. The Trust also confirms that it will include applicable disclosure updates regarding the
 material terms of such agreement in a subsequent amendment to the Registration Statement.
 Voting by Shareholders; Management, page 121

 5.

 Comment: We note your response to prior comment 9. We note your disclosure here and on page 126 that Shareholders have no voting rights except as authorized in the Sponsor’s discretion. Please revise
 throughout to disclose the circumstances under which the Sponsor may exercise discretion to authorize voting rights.

 Response: The disclosure has been revised as requested.

 Please do not hesitate to contact J. Stephen Feinour, Jr. at (215) 564-8521 if you have any questions or wish to discuss any of the above responses presented above.

 Sincerely,

 /s/ William McAllister

 William McAllister, Esq.
 Senior Counsel
 Invesco Capital Management LLC

 cc:      Adam Henkel, Esq.
   J. Stephen Feinour, Jr., Esq.
 Mark R. Greer, Esq.
 Miranda L. Sturgis, Esq.

September 5, 2025
Brian Hartigan
Chief Executive Officer
Invesco Galaxy Solana ETF
3500 Lacey Road, Suite 700
Downers Grove, IL 60515
Re:Invesco Galaxy Solana ETF
Amendment No. 1 to Registration Statement on Form S-1
Filed August 21, 2025
File No. 333-288318
Dear Brian Hartigan:
            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 22, 2025 letter.
Amendment No. 1 to Registration Statement on Form S-1
General
1.We note your response to comment 7 and your revised placeholder with respect to the
amount of the Trust's SOL that will be staked. Please confirm that you will quantify
the percentage of the Trust's SOL that will be staked in a pre-effective amendment.

September 5, 2025
Page 2
2.We note your response to prior comment 8. Under an appropriately captioned
heading, please revise to provide a complete description of your liquidity risk policies
and procedures. Please also disclose how the percentage of SOL that will be staked is
consistent with your policies and procedures and describe any mechanisms planned to
manage liquidity, as referenced on page 57. To the extent such policies and
procedures are intended to be consistent with the exchange's proposed generic listing
standards, please revise accordingly.
Prospectus Summary
The Trust's Staking Program, page 5
3.We note your response to comment 7 and we re-issue in part. Please further revise to
quantify how the staking rewards will be allocated between the Trust, the Staking
Provider and the Solana Custodian. In this regard, we note your disclosure that the
Trust will receive a portion of the staking rewards earned through staking activities in
the form of additional SOL tokens, and the remaining portion of the staking rewards
will be retained by the Staking Provider and/or the Solana Custodian for providing
and facilitating the staking activities.
The Staking Provider(s), page 8
4.To the extent the Trust intends to engage multiple Staking Providers, please revise to
disclose the material terms of your staking agreement with each such Staking
Provider. Please also file the staking agreement(s) as exhibit(s) if required by Item
601 of Regulation S-K. In addition, please revise to discuss the factors that the
Sponsor will use to determine how much SOL to allocate among multiple Staking
Providers.
Voting by Shareholders; Management, page 121
5.We note your response to prior comment 9. We note your disclosure here and on page
126 that Shareholders have no voting rights except as authorized in the Sponsor’s
discretion. Please revise throughout to disclose the circumstances under which the
Sponsor may exercise discretion to authorize voting rights.
            Please contact David Irving at 202-551-3321 or Jason Niethamer at 202-551-3855 if
you have questions regarding comments on the financial statements and related
matters. Please contact Lulu Cheng at 202-551-3811 or Sandra Hunter Berkheimer at 202-
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Steve Feinour

CORRESP
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              ___________________________________

                      Invesco Capital Management LLC

                 3500 Lacey Road, Suite 700

                                  Downers Grove, IL 60515

      August 21, 2025

      Filed via EDGAR

      David Irving, Jason Niethamer, Lulu Cheng and Sandra Hunter Berkheimer

      U.S. Securities and Exchange Commission

      Division of Corporation Finance – Office of Crypto Assets

      100 F Street, NE

      Washington, DC 20549

              Subject:

              Invesco Galaxy Solana ETF (the "Trust")

              Registration Statement on Form S-1

              Filed June 25, 2025

              File No. 333-288318

      Dear Mr. Irving, Mr. Niethamer, Ms. Cheng and Ms. Berkheimer:

      On behalf of the Trust, submitted herewith via the EDGAR system are the responses to the comments of the staff (the “Staff”) of the U.S. Securities and
        Exchange Commission (the “Commission”) provided via written correspondence dated July 22, 2025 with regard to the Trust’s pre-effective Registration Statement on Form S-1 (the “Registration Statement”), which was filed with the Commission on June
        25, 2025 under the Securities Act of 1933 (the “1933 Act”).  The Staff’s comments are summarized below, followed by the Trust’s responses thereto.  Terms not defined herein have the meaning set forth for that term in the Registration Statement.

      Registration Statement on Form S-1

      General

            1.

              Comment: To the extent that you intend to use a fact sheet, please provide us with a copy for our review.

      Response: The Trust acknowledges this comment and will provide a copy of the proposed fact sheet supplementally when available.

            2.

              Comment: Please tell us the status of the exchange's plans to submit an application under Rule 19b-4, and revise your disclosure throughout the prospectus as appropriate. Please be advised that we may have
                additional comments once the Rule 19b-4 application is filed.

      Response: Cboe BZX Exchange, Inc. (“Cboe”) submitted an application to the Commission under Rule 19b-4 to list and trade shares of
        the Trust on July 30, 2025. The Trust will evaluate whether any disclosure updates are warranted in the Registration Statement.

            3.

              Comment: Please revise to update your disclosure throughout. For example purposes only, we note the following disclosure:

            •

              The number of transactions per second handled by the Solana network on page 16;

            •

              Quantitative examples of recent price volatilities in the risk factor on page 17;

            •

              Recent legislative and regulatory developments in the crypto assets market on page 29;

            •

              Recent forks on the Solana network on pages 44 and 67;

            •

              Limits on Solana Supply on page 65.

      Response: The disclosure has been revised as requested.

            4.

              Comment: When available, please revise to identify Authorized Participant(s) that have signed an Authorized Participant Agreement.

      Response: The Trust acknowledges this comment and will identify the Authorized Participant(s) with which the Trust has entered
        into an Authorized Participant Agreement when available.

      Cover Page

            5.

              Comment: You state that the Trust’s investment objective is to reflect the performance of the spot price of Solana as measured using the Benchmark, less the Trust’s expenses 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.

      Response: The Trust has updated its investment objective accordingly.

      Emerging Growth Company Status, page iii

            6.

              Comment: 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.

      Response: The Trust does not intend to take advantage of the extended transition period
        under the JOBS Act. The disclosure has been revised as requested.

      Prospectus Summary, page 1

            7.

              Comment: 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 will employ to 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.

      Response: The Trust acknowledges this comment. The disclosure has been revised

      to provide more information about the Trust's plans for its staking program and corresponding risks. The Trust will provide supplemental
        information regarding its staking program in a subsequent amendment to the Registration Statement.

            8.

              Comment: We note your disclosure on page 43 that "as part of the 'activating' and

      'exiting' processes of staking, staked SOL will be inaccessible for a variable period of time," that "the duration of activating and exiting periods are
        dependent on a range of factors, including network conditions" and "depending on demand, un-staking can take between hours, days or weeks to complete." 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.

      Response: The disclosure has been revised as requested.

      The Trust's Legal Structure, page 4

            9.

              Comment: We note your disclosure here and throughout that Shareholders will have very limited voting rights, which will limit their ability to influence matters such as amendment of the Trust Agreement,
                change in the Trust’s basic investment policy, dissolution of the Trust, or the sale or distribution of the Trust’s assets. We also note your disclosure on page 115 that "[e]xcept in limited circumstances, Shareholders will have no voting
                rights under the Trust Agreement." Please revise to reconcile your disclosure throughout and disclose the "limited circumstances" under which Shareholders have voting rights under the Trust Agreement.

      Response: The disclosure has been revised as requested.

      Risk Factors

      Validators may suffer losses due to staking, page 42

            10.

              Comment: 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.

      Response: To date, no slashing penalty has ever been assessed on the Solana network. The disclosure has been revised accordingly.

      The Trust

      Description of Lukka Prime Solana Reference Rate, page 72

            11.

              Comment: We note that your table on page 74 includes market share and volume information for each Benchmark Pricing Source with U.S. Dollar-SOL trading pairs. Please revise to provide this information for
                all Benchmark Pricing Sources.

      Response: As disclosed in the Trust's Registration Statement, the Trust respectfully submits that the Benchmark Provider
        prioritizes U.S. Dollar trading pair sources before using trading platforms where other pairs are used. Therefore, no disclosure changes have been made in response to this comment.

      The Trust's Service Providers

      The Sponsor, page 86

            12.

              Comment: Please revise to expand your discussion of the Sponsor's experience related to crypto asset markets. Please also reconcile your disclosure here with your statement on page 33 that the Sponsor, its
                management team, and the Execution Agent have a limited track record in investment vehicles that invest in digital assets.

      Response: The disclosure regarding the Sponsor's track record in the crypto asset markets has been revised as requested.

      U.S. Federal Income Tax Consequences Taxation of the Trust, page 127

            13.

              Comment: We note that your discussion of tax consequences is based on the assumption that the Trust will be treated as a grantor trust for U.S. federal income tax purposes. Please revise to provide an
                opinion as to the material tax consequences and describe the reasons for and level of any uncertainty associated with grantor trust status. In addition, please revise this section to discuss the tax consequences associated with the Trust's
                staking program.

      Response: In response to this comment, the Trust has made certain updates to the staking related disclosure in the Registration
        Statement.

      Please do not hesitate to contact J. Stephen Feinour, Jr. at (215) 564-8521 if you have any questions or wish to discuss any of the above responses presented above.

              Sincerely,

              /s/ William McAllister

              William McAllister, Esq.

              Senior Counsel

              Invesco Capital Management LLC

              cc:

              Adam Henkel, Esq.

              J. Stephen Feinour, Jr., Esq.

              Mark R. Greer, Esq.

              Miranda L. Sturgis, Esq.

July 22, 2025
Brian Hartigan
Chief Executive Officer
Invesco Galaxy Solana ETF
3500 Lacey Road, Suite 700
Downers Grove, IL 60515
Re:Invesco Galaxy Solana ETF
Registration Statement on Form S-1
Filed June 25, 2025
File No. 333-288318
Dear Brian Hartigan:
            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.
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.
2.Please tell us the status of the exchange's plans to submit an application under Rule
19b-4, and revise your disclosure throughout the prospectus as appropriate. Please be
advised that we may have additional comments once the Rule 19b-4 application is
filed.
Please revise to update your disclosure throughout.  For example purposes only, we
note the following disclosure:
•The number of transactions per second handled by the Solana network on page
16;
•Quantitative examples of recent price volatilities in the risk factor on page 17;3.

July 22, 2025
Page 2
•Recent legislative and regulatory developments in the crypto assets market on
page 29;
•Recent forks on the Solana network on pages 44 and 67;
•Limits on Solana Supply on page 65.
4.When available, please revise to identify Authorized Participant(s) that have signed an
Authorized Participant Agreement.
Cover Page
5.You state that the Trust’s investment objective is to reflect the performance of the spot
price of Solana as measured using the Benchmark, less the Trust’s expenses 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.
Emerging Growth Company Status, page iii
6.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.
Prospectus Summary, page 1
7.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 will employ to 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.
8.We note your disclosure on page 43 that "as part of the 'activating' and
'exiting' processes of staking, staked SOL will be inaccessible for a variable period of
time," that "the duration of activating and exiting periods are dependent on a range of
factors, including network conditions" and "depending on demand, un-staking can
take between hours, days or weeks to complete." 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.
The Trust's Legal Structure, page 4
We note your disclosure here and throughout that Shareholders will have very limited
voting rights, which will limit their ability to influence matters such as amendment of
the Trust Agreement, change in the Trust’s basic investment policy, dissolution of the
Trust, or the sale or distribution of the Trust’s assets. We also note your disclosure on
page 115 that "[e]xcept in limited circumstances, Shareholders will have no voting 9.

July 22, 2025
Page 3
rights under the Trust Agreement." Please revise to reconcile your disclosure
throughout and disclose the "limited circumstances" under which Shareholders have
voting rights under the Trust Agreement.
Risk Factors
Validators may suffer losses due to staking, page 42
10.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.
The Trust
Description of Lukka Prime Solana Reference Rate, page 72
11.We note that your table on page 74 includes market share and volume information for
each Benchmark Pricing Source with U.S. Dollar-SOL trading pairs.  Please revise to
provide this information for all Benchmark Pricing Sources.
The Trust's Service Providers
The Sponsor, page 86
12.Please revise to expand your discussion of the Sponsor's experience related to crypto
asset markets. Please also reconcile your disclosure here with your statement on page
33 that the Sponsor, its management team, and the Execution Agent have a limited
track record in investment vehicles that invest in digital assets.
U.S. Federal Income Tax Consequences
Taxation of the Trust, page 127
13.We note that your discussion of tax consequences is based on the assumption that the
Trust will be treated as a grantor trust for U.S. federal income tax purposes. Please
revise to provide an opinion as to the material tax consequences and describe the
reasons for and level of any uncertainty associated with grantor trust status. In
addition, please revise this section to discuss the tax consequences associated with the
Trust's staking program.
            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 22, 2025
Page 4
            Please contact David Irving at 202-551-3321 or Jason Niethamer at 202-551-3855 if
you have questions regarding comments on the financial statements and related
matters. Please contact Lulu Cheng at 202-551-3811 or Sandra Hunter Berkheimer at 202-
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Steve Feinour