SecProbe.io

CORRESP
 1
 filename1.htm

 November 25, 2025

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

 Re:

 Request for Acceleration of Effectiveness

 Franklin Solana Trust (the “Registrant”)
 Registration Statement on Form S-1
 File No. 333-285121

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant hereby requests that the effective date of the Registrant’s Registration Statement on Form S-1, as
 amended, be accelerated so that it will become effective at 5:00 p.m., Eastern time on November 25, 2025, or as soon as practicable thereafter. The Registrant hereby confirms that it is aware of its obligations
 under the Securities Act and the Securities Exchange Act of 1934, as amended.

 Please direct questions or comments relating to this filing to J. Stephen Feinour, Jr. at (215) 564-8521 or, to Miranda L. Sturgis, Esq. at (215) 564-8131.

 Sincerely,

 FRANKLIN SOLANA TRUST

 By: Franklin Holdings, LLC,
 as its Sponsor

 By: /s/ David Mann
 Name:       David Mann
 Title:          President and Chief Executive Officer

 CC:  Julie Sterner Patel, Franklin Templeton
         Navid J. Tofigh, Franklin Templeton
         Jeremy Clemens, Franklin Templeton
         J. Stephen Feinour, Jr., Stradley Ronon Stevens & Young, LLP
         Miranda Sturgis, Stradley Ronon Stevens & Young, LLP

CORRESP
 1
 filename1.htm

 November 21, 2025

 Filed via EDGAR
 Rolf Sundwall, Mark Brunhofer, Irene Paik and Justin Dobbie
 U.S. Securities and Exchange Commission
 Division of Corporation Finance – Office of Crypto Assets
 100 F Street, NE
 Washington, DC 20549

 Subject:

 Franklin Solana Trust (the “Trust”)
 Amendment No. 4 to Registration Statement on Form S-1
 Filed September 26, 2025
 (File No. 333-285121)

 Dear Mr. Sundwall, Mr. Brunhofer, Ms. Paik and Mr. Dobbie:
 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 November 18, 2025 with regard to the Trust’s pre-effective Amendment No. 4 to its Registration Statement on Form S-1 (the “Registration Statement”) with respect to the Franklin Solana ETF series
 of the Trust (the “Fund”), which was filed with the Commission on September 26, 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. 4 to Registration Statement on Form S-1
 General

 1.

 Comment :  We note your disclosure on the cover page and elsewhere in the prospectus that the Sponsor may seek to use or hold liquid staking tokens in the future. Please confirm your understanding, and revise your disclosure to
 clarify, that the Fund is not currently permitted to hold liquid staking tokens under the Exchange’s generic listing standard.

 Response : The Trust confirms its understanding that the Fund is not currently permitted to hold liquid staking tokens under the Exchange’s generic listing standards. The
 Trust has revised the disclosure throughout the Reigstration Statement to clarify this, as requested.
 Prospectus Summary
 Solana Staking Activities, page 4

 2.

 Comment : You state here that the Fund will receive a portion of the Staking Rewards earned through Staking Activities and the remaining portion of the Staking Rewards will be retained by the Staking Provider. Please revise to
 quantify the percentages of the Staking Rewards that will be retained by each of the Fund and the Staking Provider.

 1

 Response:  As requested, the Trust has revised the disclosure in the Registration Statement to state the percentage of the gross Staking Rewards that will be
 paid to the Staking Provider and the other specified parties (referred to as the Staking Expenses), with the Fund retaining the remainder of the Staking Rewards after payment of such Staking Expenses.
 Attached as Exhibit A hereto please find the proposed fact sheet for the Fund.
 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.
 Very truly yours,

 /s/ Julie Patel

 Julie Patel
 Vice President and Secretary of Franklin
 Holdings, LLC, Sponsor of the Trust

 cc:   Navid J. Tofigh, Franklin Templeton
        J. Stephen Feinour, Jr., Stradley Ronon Stevens & Young, LLP
 Miranda Sturgis, Stradley Ronon Stevens & Young, LLP

 2

 Exhibit A

November 18, 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. 4 to Registration Statement on Form S-1
Filed September 26, 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.
Amendment No. 4 to Registration Statement on Form S-1
General
1.We note your disclosure on the cover page and elsewhere in the prospectus that the
Sponsor may seek to use or hold liquid staking tokens in the future.  Please confirm
your understanding, and revise your disclosure to clarify, that the Fund is not
currently permitted to hold liquid staking tokens under the Exchange's generic listing
standard.
Prospectus Summary
Solana Staking Activities, page 4
You state here that the Fund will receive a portion of the Staking Rewards earned
through Staking Activities and the remaining portion of the Staking Rewards will be 2.

November 18, 2025
Page 2
retained by the Staking Provider.  Please revise to quantify the percentages of the
Staking Rewards that will be retained by each of the Fund and the Staking Provider.
            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.

CORRESP
1
filename1.htm

    September 26, 2025

    Filed via EDGAR

    Rolf Sundwall, Mark Brunhofer, Irene Paik and Justin Dobbie

    U.S. Securities and Exchange Commission

    Division of Corporation Finance – Office of Crypto Assets

    100 F Street, NE

    Washington, DC 20549

               Subject:

              Franklin Solana Trust (the “Trust”)
                Amendment No. 3 to Registration Statement on Form S-1

                Filed August 29, 2025

                (File No. 333-285121)

    Dear Mr. Sundwall, Mr. Brunhofer, Ms. Paik and Mr. Dobbie:

    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 12, 2025 with regard to the Trust’s pre-effective Amendment No. 3 to its Registration Statement on Form S-1 (the
      “Registration Statement”) with respect to the Franklin Solana ETF series of the Trust (the “Fund”), which was filed with the Commission on August 29, 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. 3 to Registration Statement on Form S-1

    General

          1.

            Comment:  We note your response to prior comment 1. Please revise your
              disclosure, consistent with your response, to clarify that your liquidity risk policies and procedures for your staking program are consistent with the exchange’s proposed generic listing standards.

    Response:
      The disclosure has been revised as requested.

    Prospectus Summary

    Solana Staking Activities, page 4

          2.

            Comment: You state here that the Sponsor generally seeks to stake as much of
              the Fund’s Solana as is practicable (i.e., up to 100%). Please revise to quantify the specific percentage of the Trust’s SOL you intend to stake under normal circumstances, or tell us why you are unable to do so. Please also tell us, with a
              view towards revised disclosure, whether a current percentage of the Trust’s SOL being staked will be made publicly available to investors on a regular basis, including on your website or otherwise.

    Response:  As disclosed in the Registration Statement, the Sponsor generally seeks to stake as

    much of the Fund’s Solana as is practicable (i.e., up to 100%).  There may be circumstances and
      periods of time, however, where the Fund is not able to stake 100% of the Solana it holds, as detailed in the Registration Statement.  Therefore, the Fund is not able to specify in the Registration Statement the specific percentage of Solana held by
      the Fund that will be staked under normal circumstances.  The Trust confirms that key staking metrics for the Fund, such as the percentage of the Fund’s Solana being staked, the 30-day yield of staked assets, and total Solana staking rewards earned
      since inception, will be published and updated on a regular basis on the Fund’s website.

    Liquidity Risk Management, page 5

          3.

            Comment: You state here that the Sponsor has adopted a liquidity risk
              management policy (the “Policy”) related to the management of the Fund’s staking program and related liquidity risks. Please revise to clarify whether or not the disclosure in this section is a description of the Policy. Please also clarify
              which part of the Policy addresses whether the investment strategy is appropriate for effective and efficient arbitrage.

    Response:
      The disclosure has been revised as requested. The Trust confirms that the Policy addresses all required elements including the appropriateness of the Fund’s investment strategy for effective and efficient arbitrage.

    The Index Administrator and Secondary Index Provider, page 141

          4.

            Comment: We note your response to prior comment 2 and re-issue the comment.
              Please file the Index Administrator Agreement as an exhibit to the registration statement pursuant to Item 601(b)(10) of Regulation S-K.

    Response:
      In response to this comment, the Trust confirms that the Index Administrator Agreement will be filed as an exhibit to 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.

    Very truly yours,

      /s/ Julie Patel

    Julie Patel

    Vice President and Secretary of Franklin Holdings, LLC, Sponsor of the Trust

    cc:  Navid J. Tofigh, Franklin Templeton

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

    Miranda Sturgis, Stradley Ronon Stevens & Young, LLP

September 12, 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. 3 to Registration Statement on Form S-1
Filed August 29, 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 August 15, 2025 letter.
Amendment No. 3 to Registration Statement on Form S-1
General
1.We note your response to prior comment 1.  Please revise your disclosure, consistent
with your response, to clarify that your liquidity risk policies and procedures for your
staking program are consistent with the exchange's proposed generic listing standards.
Prospectus Summary
Solana Staking Activities, page 4
You state here that the Sponsor generally seeks to stake as much of the Fund's Solana
as is practicable (i.e., up to 100%). Please revise to quantify the specific percentage of
the Trust's SOL you intend to stake under normal circumstances, or tell us why you 2.

September 12, 2025
Page 2
are unable to do so.  Please also tell us, with a view towards revised disclosure,
whether a current percentage of the Trust's SOL being staked will be made publicly
available to investors on a regular basis, including on your website or otherwise.
Liquidity Risk Management, page 5
3.You state here that the Sponsor has adopted a liquidity risk management policy (the
"Policy") related to the management of the Fund's staking program and related
liquidity risks. Please revise to clarify whether or not the disclosure in this section is a
description of the Policy. Please also clarify which part of the Policy addresses
whether the investment strategy is appropriate for effective and efficient arbitrage.
The Index Administrator and Secondary Index Provider, page 141
4.We note your response to prior comment 2 and re-issue the comment. Please file the
Index Administrator Agreement as an exhibit to the registration statement pursuant to
Item 601(b)(10) of Regulation S-K.
            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.

CORRESP
1
filename1.htm

    August 29, 2025

    Filed via EDGAR

    Rolf Sundwall, Mark Brunhofer, Irene Paik and Justin Dobbie

    U.S. Securities and Exchange Commission

    Division of Corporation Finance – Office of Crypto Assets

    100 F Street, NE

    Washington, DC 20549

            Subject:

            Franklin Solana Trust (the “Trust”)

            Amendment 2 to Registration Statement on Form S-1

            Filed July 31, 2025

            (File No. 333-285121)

    Dear Mr. Sundwall, Mr. Brunhofer, Ms. Paik and Mr. Dobbie:

    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 August 15, 2025 with regard to the Trust’s pre-effective Amendment No. 2 to its Registration Statement on Form S-1 (the “Registration Statement”) with
      respect to the Franklin Solana ETF series of the Trust (the “Fund”), which was filed with the Commission on July 31, 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. 2 to Registration Statement on Form S-1

    General

            1.

            Comment:  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.

            Response:  The Trust confirms its understanding that the
              Staff may have additional comments related to the staking program. The Trust has made further updates to disclosure throughout the Registration Statement related to the staking program.  The Trust confirms that the liquidity risk policies and
              procedures for the staking program will be consistent with the exchange’s proposed generic listing standards.

            2.

            Comment:   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.

            Response: The Trust notes that it revised its
              Registration Statement disclosure in response to prior comment 15 to provide information on the material terms of the Index Administrator Agreement and the Secondary Index Agreement. The Trust submits that the Index Administrator Agreement
              and Secondary Index Agreement are not material contracts within the meaning of Item 601(b)(10) of Regulation S-K and, therefore, the Trust respectfully declines to file such agreements as exhibits to the Registration Statement.

            3.

            Comment:   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.

            Response: The Trust acknowledges this comment and will
              evaluate whether any revisions to the tax disclosure in the Registration Statement are needed.

    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.

            Very truly yours,

            /s/ Julie Patel

            Julie Patel

            Vice President and Secretary of Franklin Holdings, LLC, Sponsor of the Trust

            cc:

            Navid J. Tofigh, Franklin Templeton

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

            Miranda Sturgis, Stradley Ronon Stevens & Young, LLP

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.

CORRESP
1
filename1.htm

    July 31, 2025

    Filed via EDGAR

    Rolf Sundwall, Mark Brunhofer, Irene Paik and Justin Dobbie

    U.S. Securities and Exchange Commission

    Division of Corporation Finance – Office of Crypto Assets

    100 F Street, NE

    Washington, DC 20549

            Subject:

            Franklin Solana Trust (the “Trust”)

            Amendment 1 to Registration Statement on Form S-1

            Filed June 13, 2025

            (File No. 333-285121)

    Dear Mr. Sundwall, Mr. Brunhofer, Ms. Paik and Mr. Dobbie:

    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 3, 2025 with regard to the Trust’s pre-effective Amendment No. 1 to its Registration Statement on Form S-1 (the “Registration Statement”) with respect to the Franklin Solana ETF series of
      the Trust (the “Fund”), which was filed with the Commission on June 13, 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: To the extent that you intend to use a fact sheet, please provide us 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: 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 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.

      1

             Response: The Trust acknowledges this comment.  The disclosure has been revised to provide additional information about the Fund’s staking program. The Trust will provide further information related to the staking program
              in a subsequent amendment.

          3.

            Comment: 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.

               Response: The Trust has updated the Fund’s investment objective accordingly.

    Statement Regarding Forward-Looking Statements, page v

          4.

            Comment: 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.

               Response: The disclosure has been revised as requested.

    Prospectus Summary

    Emerging Growth Company Status, page 8

          5.

            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 intends to take advantage of the extended transition period under the JOBS Act. The disclosure has been revised as requested.

    Risk Factors

    Risk Factors Related to Digital Assets

    The trading prices of many digital assets, page 19

          6.

            Comment: 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.

               Response: In response to this comment, additional disclosure has been added to other sub-sections of the Risk Factors section that discuss certain aspects of Solana in greater detail.

    In the event of a hard fork of the Solana Network, page 34

          7.

            Comment: 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.

               Response: The Trust confirms that the factors the Sponsor considers in determining which network should be considered the appropriate network for the Fund’s purposes in the event of a hard fork of the
                Solana Network are described in the Registration Statement.

    Validators may suffer losses due to staking, or staking may prove unattractive to validators, page 36

          8.

            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

      2

              times that slashing has been applied on the Solana Network.

               Response: The disclosure has been revised as requested.

          9.

            Comment: 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.

               Response: The disclosure has been revised in response to this comment.

    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.

            Comment: 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.

               Response: The disclosure has been revised as requested.

    Use of Proceeds, page 84

          11.

            Comment: To the extent applicable, please revise your disclosure to address how you will use the proceeds received by the Trust for staking.

               Response: The disclosure has been revised as requested.

    Overview of the Solana Industry, page 84

          12.

            Comment: Where appropriate, please expand your disclosure to also address the number of DApps currently built on the Solana Network.

               Response: The disclosure has been revised as requested.

    Proof-of-Stake Process, page 88

          13.

            Comment: 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.

               Response: The disclosure has been revised as requested.

    Business of the Fund

    Valuation of Solana; The CF Benchmark Index, page 99

          14.

            Comment: 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.

               Response: The disclosure has been revised as requested.

          15.

            Comment: 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

      3

              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.

              Response: The disclosure has been revised as requested.

    U.S. Federal Income Tax Consequences, page 149

          16.

            Comment: 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.

              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.

    Very truly yours,

      /s/ Julie Patel

    Julie Patel

    Vice President and Secretary of Franklin Holdings, LLC, Sponsor of the Trust

    cc:  Navid J. Tofigh, Franklin Templeton

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

    Miranda Sturgis, Stradley Ronon Stevens & Young, LLP

  4

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