Item 8. Financial Statements and Supplementary Data
Item
8. Financial Statements and Supplementary Data.
CANARY MARINADE SOLANA
ETF
INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 925)
31
Statement of Assets and Liabilities
32
Schedule of Investment
33
Statement of Operations
34
Statement of Changes in Net Assets
35
Notes to Financial Statements
36
30
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Sponsor and Shareholders of
Canary Marinade Solana ETF
Opinion on the Financial Statements
We have audited the accompanying statement of assets
and liabilities, including the schedule of investment, of Canary Marinade Solana ETF (the “Trust”) as of December 31, 2025,
the related statements of operations and changes in net assets for the period from November 17, 2025 (initial share purchase date) through
December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2025, and the results of its
operations and changes in net assets for the period November 17, 2025 (initial share purchase date) through December 31, 2025, in conformity
with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility
of the Trust’s management. Our responsibility is to express an opinion on the Trust’s financial statements based on our audit.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and
are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control
over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control
over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our procedures included confirmation of digital assets owned as of December 31, 2025, by correspondence with the custodians. Our audit
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
We have served as Trust’s auditors since 2025.
/s/ Cohen
& Company, Ltd.
COHEN & COMPANY, LTD.
Milwaukee, Wisconsin
March 30, 2026
31
Canary Marinade
Solana ETF
Statement
of Assets and Liabilities
December 31, 2025
ASSETS
Investments in Solana, at value (Note 2)
$ 1,926,808
Total Assets
$ 1,926,808
LIABILITIES
Payables
Payable to Sponsor (Note 3)
$ —
Total Liabilities
—
NET ASSETS
$ 1,926,808
NET ASSETS CONSIST OF:
Paid-in capital
$ 2,085,701
Total distributable earnings (accumulated deficit)
( 158,893 )
Net Assets
$ 1,926,808
Net Asset Value (unlimited shares authorized):
Unlimited shares authorized:
Net Assets
$ 1,926,808
Shares Outstanding ^
80,000
Net Asset Value, Offering and Redemption Price per Share
$ 24.09
Investments in securities, at cost
$ 2,096,032
^
No Par Value.
See
accompanying notes to financial statements.
32
Canary
Marinade Solana ETF
Schedule of Investment
December 31, 2025
Investments - 100.0 %
Quantity
Fair Value
Crypto Currency - 100.0 %
Solana
15,506
$ 1,926,808
TOTAL CRYPTO CURRENCY (Cost $ 2,096,032 )
15,506
1,926,808
TOTAL INVESTMENTS - 100.0 % (Cost $ 2,096,032 )
1,926,808
Assets in Excess of Liabilities - 0.0 % (a)
—
TOTAL NET ASSETS - 100.0 %
$ 1,926,808
Percentages
are stated as a percent of net assets.
(a) Represents less
than 0.5% of total Net Assets.
See
accompanying notes to financial statements.
33
Canary
Marinade Solana ETF
Statement
of Operations
For the Period ended
December 31, 2025 (a)
INVESTMENT INCOME
Income:
Staking income
$ 10,331
Total Income
10,331
Expenses:
Sponsor fees (Note 3)
969
Total Expenses
969
Sponsor fees waived (Note 3)
( 969 )
Net Expenses
—
Net Investment income (loss)
$ 10,331
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Net realized gain (loss) on:
Investments in securities
$ —
Net change in unrealized appreciation (depreciation) of:
Investments in securities
( 169,224 )
Net realized and unrealized gain (loss) on investments
( 169,224 )
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS
$ ( 158,893 )
(a) Initial share purchase date
of fund was 11/17/2025.
See
accompanying notes to financial statements.
34
Canary
Marinade Solana ETF
Statement
of Changes in Net Assets
For the Period ended
December 31, 2025 (a)
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS
Net investment income (loss)
$ 10,331
Net realized gain (loss) on investments
—
Net change in unrealized appreciation (depreciation) of investments
( 169,224 )
Net increase (decrease) in net assets resulting from operations
( 158,893 )
CAPITAL SHARE TRANSACTIONS
Shares sold
2,085,701
Shares redeemed
—
Net increase (decrease) in net assets from capital share transactions
2,085,701
Total increase (decrease) in net assets
1,926,808
NET ASSETS
Beginning of Period
—
End of Period
$ 1,926,808
(a) Initial share purchase date
of fund was 11/17/2025.
See
accompanying notes to financial statements.
35
Canary
Marinade Solana ETF
NOTES
TO THE FINANCIAL STATEMENTS
December
31, 2025
1. Organization
The
Canary Marinade Solana ETF (the “Trust”) is a Delaware statutory trust, formed on June 6, 2025, pursuant to the Delaware
Statutory Trust Act. The Trust continuously issues common shares representing fractional undivided beneficial interest in and ownership
of the Trust that may be purchased and sold on the Nasdaq Stock Market, LLC (the “Exchange”) under the symbol “SOLC.”
The Trust operates pursuant to a Trust Agreement, as amended and/or restated from time to time (the “Trust Agreement”). CSC
Delaware Trust Company, a Delaware trust company, is the trustee of the Trust (the “Trustee”). The Trust is managed and controlled
by Canary Capital Group LLC (the “Sponsor”).
The
Trust is an exchange-traded fund that issues shares of beneficial interest (the “Shares”) that are listed and trade on the
Exchange. The Trust’s investment objective is to seek to provide exposure to the price of Solana (“SOL”) held by the
Trust, less the expenses of the Trust’s operations and other liabilities. A secondary investment objective is for the Trust to
earn additional SOL through the validation of transactions in the SOL network’s (the “Solana Network”) proof-of-stake
(“PoS”) process. In seeking to achieve its investment objectives, the Trust will hold SOL and establish its net asset value
(“NAV”) on each business day by reference to the CoinDesk Solana CCIXber 60m New York Rate (the “Pricing Benchmark”).
The Pricing Benchmark is calculated by CoinDesk Indices (the “Benchmark Provider”) based on a 60-minute time-weighted average
price of the SOL-USD CCIXber Reference Rate (the “Underlying Index”), which is an aggregation of executed trade flow of major
SOL trading platforms (“Constituent Platforms”). The Benchmark Provider publishes the Pricing Benchmark. The Trust is sponsored
by the Sponsor.
2. Significant
Accounting Policies
Basis
of Presentation
The
following is a summary of significant accounting policies consistently followed by the Trust in the preparation of these financial statements.
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States
of America (“GAAP”) and are stated in U.S. dollars. The Trust’s financial statements were prepared using the accounting
and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Topic 946, Financial Services — Investment Companies. The Trust qualifies as an investment company solely for accounting purposes
and not for any other purpose. The Trust is not registered, and is not required to be registered, as an investment company under the
Investment Company Act of 1940, as amended. The Trust follows the significant accounting policies described below.
36
Use
of Estimates
The
preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.
Actual results could differ from those estimates.
Cash
Generally,
the Trust does not intend to hold any cash. Cash includes non-interest bearing non-restricted cash with one institution. Cash in a bank
deposit account, at times, may exceed U.S. federally insured limits. The Trust has not experienced any losses in such accounts and does
not believe it is exposed to any significant credit risk on such bank deposits.
Investment
Transactions and Investment Income
The
Trust purchases SOL upon the creation of Shares and sells SOL upon the redemption of Shares. Transactions are recorded on a trade-date
basis. Realized gains (losses) and changes in unrealized gains (losses) on open positions are determined on a specific identification
basis and recognized in the statement of operations in the period in which the sale occurred or the changes in unrealized occurred.
Income
Taxes
The
Sponsor takes the position that the Trust is properly treated as a grantor trust for U.S. federal income tax purposes. Assuming that
the Trust is a grantor trust, the Trust will not be subject to U.S. federal income tax. Rather, if the Trust is a grantor trust, each
beneficial owner of Shares will be treated as directly owning its pro rata Share of the Trust’s assets and a pro rata portion of
the Trust’s income, gains, losses and deductions will “flow through” to each beneficial owner of Shares. If the Trust
were not properly classified as a grantor trust, the Trust might be classified as a partnership for U.S. federal income tax purposes.
However, due to the uncertain treatment of digital assets, with respect to staking and including forks, airdrops and similar occurrences
for U.S. federal income tax purposes, there can be no assurance in this regard. If the Trust were classified as a partnership for
U.S.
federal income tax purposes, the tax consequences of owning Shares generally would not be materially different from the tax consequences
described herein, although there might be certain differences, including with respect to timing. In addition, tax information reports
provided to beneficial owners of Shares would be made in a different form. If the Trust were not classified as either a grantor trust
or a partnership for U.S. federal income tax purposes, it would be classified as a corporation for such purposes. In that event, the
Trust would be subject to entity-level U.S. federal income tax (currently at the rate of 21%) on its net taxable income and certain distributions
made by the Trust to shareholders would be treated as taxable dividends to the extent of the Trust’s current and accumulated earnings
and profits.
37
Digital
Asset Trading Platform Valuation
US
GAAP defines fair value as the price the Trust would receive to sell an asset or pay to transfer a liability in an orderly transaction
between market participants at the measurement date. The Trust’s policy is to value investments held at fair value.
The
Trust identifies and determines the SOL principal market (or in the absence of a principal market, the most advantageous market)
for GAAP purposes consistent with the application of the fair value measurement framework in FASB ASC 820 – Fair Value Measurement.
A principal market is the market with the greatest volume and activity level for the asset or liability. The determination of the principal
market will be based on the market with the greatest volume and level of activity that can be accessed. The Trust obtains relevant volume
and level of activity information and based on initial analysis will select an exchange market as the Trust’s principal market.
The net asset value (“NAV”) and NAV per Share will be calculated using the fair value of SOL based on the price
provided by this exchange market, as of 4:00 p.m. ET on the measurement date for GAAP purposes. The Trust will update its principal market
analysis periodically and as needed to the extent that events have occurred, or activities have changed in a manner that could change
the Trust’s determination of the principal market.
Various
inputs are used in determining the fair value of assets and liabilities. Inputs may be based on independent market data (“observable
inputs”) or they may be internally developed (“unobservable inputs”). These inputs are categorized into a disclosure
hierarchy consisting of three broad levels for financial reporting purposes. The level of a value determined for an asset or liability
within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement in its entirety.
The three levels of the fair value hierarchy are as follows:
Level
1: Unadjusted quoted prices in active markets for identical assets or liabilities;
Level
2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly,
including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities
in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability, and
inputs that are derived principally from or corroborated by observable market data by correlation or other means; and
Level
3: Unobservable inputs, including the Trust’s assumptions used in determining the fair value of investments, where there is little
or no market activity for the asset or liability at the measurement date.
The
following table presents information about the Trust’s assets measured at fair value as of December 31, 2025:
Level 1
Level 2
Level 3
Total
Investments:
SOL
$ 1,926,808
$ —
$ —
$ 1,926,808
Total Investments
$ 1,926,808
$ —
$ —
$ 1,926,808
38
There
were no transfers between levels for the period ended December 31, 2025.
The
following represents the changes in quantity of SOL and the respective fair value:
SOL
Fair Value
Beginning balance as of November 17, 2025
—
$ —
SOL purchased
15,506
2,096,032
SOL contributed in-kind for the creation of Shares
—
—
SOL distributed in-kind for the redemption of Shares
—
—
Net change in unrealized appreciation (depreciation) in SOL
—
( 169,224 )
Net realized gain (loss) on investment in SOL
—
—
Ending balance as of December 31, 2025
15,506
$ 1,926,808
Calculation
of NAV
The
Administrator, defined below, determines the NAV of the Trust on each day that the Exchange is open for regular trading, as promptly
as practicable after 4:00 p.m. ET. The NAV of the Trust is the aggregate value of the Trust’s assets less its accrued but unpaid
liabilities (which include accrued expenses). In determining the Trust’s NAV, the Administrator values SOL held by the Trust based
on the price set by the Index as of 4:00 p.m. ET. The Administrator also determines the NAV per Share. For purposes of the Trust’s
financial statements, the Trust utilizes a pricing source that is consistent with GAAP, as of the financial statement measurement date,
which may result in valuations that differ from the Trust’s daily NAV calculations. The Sponsor determines in its sole discretion
the valuation sources and policies used to prepare the Trust’s financial statements in accordance with GAAP.
The
Trust’s NAV per Share is calculated by taking the current fair value of its total assets, subtracting any liabilities, and dividing
that total by the number of Shares.
Segment
Reporting
The
Trust operates through a single operating and reporting segment with a primary objective of providing exposure to the price of SOL held
by the Trust, less the expenses of the Trust’s operations and other liabilities. The Trust’s chief operating decision maker
(“CODM”) is the Principal Executive Officer. The CODM monitors the operating results of the Trust and the Trust’s long-term
strategic asset allocation is predetermined in accordance with the terms of its prospectus, based on the defined investment strategy
against which the CODM assesses the Trust’s performance. In addition to other metrics, the CODM uses net increase (decrease) in
net assets resulting from operations as a key metric to assess the Trust’s performance.
3. Trust
Expenses and Other Agreements
(a) Sponsor
The
Trust pays the Sponsor an annual unified fee of 0.50 % of the Trust’s SOL Holdings (the “Sponsor Fee”). The
Trust’s “SOL Holdings” is the quantity of the Trust’s SOL plus any cash or other assets held by the Trust
represented in SOL as calculated using the Index Price, less its liabilities (which include estimated accrued but unpaid fees and
expenses) represented in SOL as calculated using the Index Price. The Sponsor Fee is paid by the Trust to the Sponsor as
compensation for services performed under the Trust Agreement. The Administrator calculates the Sponsor Fee in respect of each day
by reference to the prior day’s SOL Holdings. Except for periods during which all or a portion of the Sponsor Fee is being
waived, the Sponsor Fee accrues daily in SOL and is payable monthly in SOL or cash. To the extent there are any on-chain transaction
fees incurred in connection with the transfers of SOL to pay the Sponsor Fee, the Sponsor, and not the Trust, shall bear such fees.
The Sponsor may, at its sole discretion and from time to time, waive all or a portion of the Sponsor Fee for stated periods of time.
The Sponsor is under no obligation to waive any portion of its fees, and any such waiver shall create no obligation to waive any
such fees during any period not covered by the waiver.
39
The
Sponsor agreed to waive the Sponsor Fee in its entirety until the earlier of: (1) the Federal Reserve's Federal Open Market Committee
establishing a target range for the Federal Funds Rate that includes or is lower than 3.00 % ; or (2) July 1, 2026. For the period ended
December 31, 2025, the Trust incurred $ 969 in Sponsor Fees, of which, $ 969 was waived by the Sponsor, as presented on the Statement of
Operations.
As
partial consideration for its receipt of the Sponsor Fee, the Sponsor is obligated under the Trust Agreement to assume and pay all
fees and other expenses incurred by the Trust in the ordinary course of its affairs, excluding taxes, but including: (i) the fees of
the Trust’s third-party service providers, including, but not limited to, the Marketing Agent, the Administrator, the
Custodian, the Transfer Agent, the Cash Custodian, the Index Provider, and the Trustee, (ii) the fees and expenses related to the
listing, quotation or trading of the Shares on the Exchange (including customary legal, marketing and audit fees and expenses),
(iii) legal fees and expenses incurred in the ordinary course, (iv) audit fees, (v) regulatory fees, including, if applicable, any
fees relating to the registration of the Trust and Shares, including any ongoing filings related to the offering of Shares, under
the 1933 Act or the 1934 Act, (vi) printing and mailing costs, (vii) costs of maintaining the Trust’s website and (viii)
applicable license fees (each, a “Sponsor-paid Expense” and collectively, the “Sponsor-paid Expenses”),
provided that any expense that qualifies as an Extraordinary Expense (as defined below) will not be deemed to be a Sponsor-paid
Expense. There is no cap on the amount of Sponsor-paid Expenses. The Sponsor has also assumed all fees and expenses related to the
organization and offering of the Trust and the Shares.
The
Trust may incur certain extraordinary, nonrecurring expenses that are not Sponsor-paid Expenses, including, but not limited to,
brokerage and transaction costs associated with the sale or transfer of SOL, taxes and governmental charges, expenses and costs of
any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust, the
Trust’s assets, or the interests of Shareholders, any indemnification of the Custodian or other agents, service providers or
counterparties of the Trust, and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection
with litigation, regulatory enforcement or investigation matters (collectively, “Extraordinary Expenses”). To the extent
on-chain transaction fees are incurred in connection with transfers or sales of SOL to pay Extraordinary Expenses, the Trust will
bear such fees, but to the extent there are any on-chain transaction fees incurred in connection with the transfers of SOL to pay
the Sponsor Fee or any Sponsor-paid Expenses, the Sponsor, and not the Trust, shall bear such fees.
40
To
the extent it does not have cash readily available, the Sponsor will cause the transfer or sale of SOL in such quantity as may be necessary
to permit the payment of Trust expenses and liabilities not assumed by the Sponsor or for payment of cash redemption proceeds to Authorized
Participants (as defined below). The Trust will seek to transfer or sell SOL at such times and in the smallest amounts required to permit
such payments as they become due. With respect to transfers or sales necessary to pay Trust expenses and liabilities that are denominated
other than in SOL, the amount of SOL transferred or sold may vary from time to time depending on the actual sales price of SOL relative
to the Trust’s expenses and liabilities (e.g., if the price of SOL falls, the amount of SOL needed to be transferred or sold to
pay an expense or liability denominated in U.S. dollars will increase). To the extent the Trust must buy or sell SOL, the Trust may do
so through a third-party digital asset broker or dealer. The Sponsor will select third party brokers or dealers that it believes have
implemented adequate AML, KYC and other legal compliance policies and procedures.
Under
the terms of each Authorized Participant Agreement, the Authorized Participants will be responsible for any brokerage or transaction
costs associated with the sale or transfer of SOL incurred in connection with the fulfillment of a creation or redemption order.
(b) Administrator,
Custodian and Transfer Agent
U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (the “Administrator” and “Transfer Agent”)
serves as administrator, transfer agent and accounting agent of the Trust pursuant to a Fund Servicing Agreement. BitGo Trust Company,
Inc. (the “Custodian”) serves as the Trust’s SOL Custodian. Under the BitGo Custodial Services Agreement, the Custodian
is responsible for safekeeping all the Trust’s SOL. The Custodian was selected by the Sponsor. The Sponsor is responsible for opening
accounts with the Custodian that hold the Trust’s SOL (the “SOL Accounts”), as well as facilitating the transfer or
sale of SOL required for the operation of the Trust.
U.S.
Bank, N.A., an affiliate of the Administrator and Transfer Agent serves as the cash custodian for the Trust (the “Cash Custodian”).
The Cash Custodian is responsible for safekeeping all cash and other non-SOL assets of the Trust.
(c) Marketing
Agent
Paralel
Distributors LLC is the marketing agent of the Trust (the “Marketing Agent”) and is responsible for reviewing and approving
the marketing materials, including the Trust’s website, prepared by the Sponsor for compliance with applicable SEC and Financial
Industry Regulatory Authority, Inc. (“FINRA”) advertising laws, rules, and regulations pursuant to a marketing agreement
with the Trust. The Marketing Agent is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and a member of FINRA. With the assistance of the Marketing Agent, the Sponsor developed a marketing plan for the Trust,
prepared marketing materials regarding the Shares of the Trust, and exercises the marketing plan of the Trust on an ongoing basis.
41
(d) Principal
Financial Officer
Employees
of PINE Advisors LLC (“PINE”) serve as officers of the Trust. In consideration for these services, the Sponsor pays PINE
an annual fee. The Sponsor also reimburses PINE for certain out-of-pocket expenses.
4. Capital
Share Transactions
The
Trust is an exchange-traded product. The Trust issues Shares on a continuous basis and, when the Trust creates or redeems its Shares,
it does so in blocks of 10,000 Shares (a “Basket”) based on the quantity of SOL attributable to each Share of the Trust (net
of accrued but unpaid expenses and liabilities). Certain financial firms are authorized to purchase or redeem Shares of the Trust (“Authorized
Participants”).
The
manner by which creations are made is dictated by the terms of the Authorized Participant Agreement. Creation orders may be denominated
and settled in an amount of SOL (“In-Kind Creation Order”) or in cash (“Cash Creation Order”). By placing an
In-Kind Creation Order, an Authorized Participant agrees to facilitate the deposit of SOL with the Custodian, either directly or indirectly
through an Authorized Participant Designee. By placing a Cash Creation Order, an Authorized Participant agrees to facilitate the deposit
of cash with the Cash Custodian. An Authorized Participant may not withdraw a creation order without the prior consent of the Sponsor
in its discretion.
The
manner by which redemptions are made is dictated by the terms of the Authorized Participant Agreement. Redemption orders are denominated
and settled either in-kind (“In-Kind Redemption Order”) or in cash (“Cash Redemption Order”). By placing a redemption
order, an Authorized Participant agrees to facilitate the deposit of Shares with the Transfer Agent. If an Authorized Participant fails
to consummate the foregoing, the order will be cancelled or delayed until the required Shares have been received. An Authorized Participant
may not withdraw a redemption order without the prior consent of the Sponsor in its discretion.
Shares
initially comprising the same Basket but offered by the Authorized Participants to the public at different times may have different offering
prices, which depend on various factors, including the supply and demand for Shares, the value of the Trust’s assets, and market
conditions at the time of a transaction. Shareholders who buy or sell Shares during the day from their broker may do so at a premium
or discount relative to the NAV of the Shares of the Trust.
Shareholders
who decide to buy or sell Shares of the Trust place their trade orders through their brokers and incur customary brokerage commissions
and charges.
Only
Authorized Participants may place orders to create and redeem baskets through the Transfer Agent. The Transfer Agent coordinates with
the Trust’s custodian to facilitate settlement of the Shares.
42
Activity
in the number and value of Shares created and redeemed for the period ended December 31, 2025 are as follows:
Number of Shares
Value of Shares
Creations
80,000
$ 2,085,701
Redemptions
—
—
Net change in Shares created and redeemed
80,000
$ 2,085,701
5.
Financial Highlights
The
Trust is presenting the following financial highlights related to investment performance and operations of a Share outstanding for the
period from November 17, 2025 (the initial share purchase date) through December 31, 2025. As the Trust had not yet commenced operations
before this period, no comparative period is presented. The total return at NAV is based on the change in NAV of a Share during the period,
and the total return at market value is based on the change in market value of a Share on the Exchange during the period. An individual
investor’s return and ratios may vary based on the timing of capital transactions.
For
the period November 17, 2025 (initial share purchase date) through December 31, 2025:
Net Asset Value, Beginning of Period
$ 25.00
Net investment income (loss) (1)
0.16
Net Realized and Unrealized Gain (Loss) on
Investments (2)
( 1.07 )
Net Increase (Decrease) in Net Asset Value Resulting from Operations
( 0.91 )
Net Asset Value, End of Period
$ 24.09
Market Value Per Share, at December 31, 2025 (3)
$ 24.06
Total Return at Net Asset Value (4)
- 3.69 %
Total Return at Market Value (3)(4)
- 3.78 %
Ratios to Average Net Assets: (5)
Expense ratio before expense waiver (5)
0.50 %
Expense ratio after expense waiver (5)
0.00 %
Net Investment Income (Loss) before expense waiver (5)
4.83 %
Net Investment Income (Loss) after expense waiver (5)
5.33 %
(1) Net investment
loss per share represents net investment loss divided by the daily average shares of beneficial interest outstanding during the period.
(2) Due to timing of
capital share transactions, per share amounts may not compare with amounts appearing elsewhere within these Financial Statements.
(3) Market values are
determined at the close of the applicable primary listing exchange, which may be later than when the Fund's net asset value is calculated.
(4) Not Annualized.
(5) Annualized.
6. Related
Parties
The
Sponsor is considered to be a related party to the Trust. The Trust's operations are supported by its Sponsor. As of December 31, 2025,
the Sponsor did not own any Shares of the Trust.
43
7. Commitments
and Contingent Liabilities
In
the normal course of business, the Trust may enter into contracts that contain a variety of general indemnification clauses. The Trust’s
maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust which have
not yet occurred and cannot be predicted with any certainty. However, the Sponsor believes the risk of loss under these arrangements
to be remote. There were no commitments or contingencies required to be disclosed as of the date of the financial statements.
8. SOL
Staking
Under
normal circumstances, the Sponsor will seek to stake all of the Trust’s SOL through one or more staking providers (each, a “Staking
Provider”) except for SOL reserved by the Sponsor in its sole discretion to facilitate foreseeable redemption transactions, pay
Trust expenses or otherwise protect the Trust and its assets. In consideration for any staking activity in which the Trust may engage,
the Trust will receive a portion of the staking rewards generated by a Staking Provider. The Staking Provider for the Trust’s
SOL is Sous Vide Ltd. (“Marinade Finance”).
The
Trust earns staking rewards by delegating a portion of its SOL on the Solana Network’s proof-of-stake consensus protocol. The Trust
will stake the Trust’s SOL on the Solana Network through the Custodian using a software protocol provided by Marinade Finance that
connects the Trust to a pool of verified validator nodes on the Solana Network for automated SOL staking optimization. As a result of
any staking activity in which the Trust may engage, the Trust expects to receive certain staking rewards of SOL, which may be treated
for federal income tax purposes as income to the Trust. The Trust itself will not engage in staking activities, including operation of
a validator node. Instead, the staking program will be operated through the Trust’s service providers, including the Custodian
and Staking Provider. The Staking Provider exercises no discretion as to the amount the Trust’s SOL to be staked or timing of the
staking activities. The Custodian will maintain exclusive possession and control of the private keys associated with any staked SOL at
all times. As of December 31, 2025, 15,503 SOL were staked, representing a fair value of $ 1,926,423 , which is included in Investments,
at fair value on the Statement of Assets and Liabilities.
Staking
rewards represent variable consideration, as the amount of rewards is not known until the applicable validation activities are
completed, and the Trust receives rewards in their custodial account. The contract term is the length of each staking epoch. The
staking epoch for the Solana Network is approximately two days. Staking rewards are recognized as income when the Trust satisfies
its performance obligations (i.e., successfully validates blocks or transactions as determined by the protocol) ratably over the
contract term. Staking rewards are received in SOL, which represents non-cash consideration. Non-cash consideration is measured at
fair value at the inception of each contract (i.e., the beginning of each staking epoch). Because the Trust is not the principal to
the block validation service, it does not control the full output of the reward-generating activity, and instead receives net
staking rewards, after Validator Fees are deducted. As such, the Trust presents staking income on a net basis, reflecting only the
portion of protocol rewards to which it is entitled. For the period ended December 31, 2025, the Trust generated $ 10,331 in staking
income, as presented on the Statement of Operations.
9. Subsequent
Events
The
Sponsor has evaluated subsequent events through the date the financial statements were issued. Based on this evaluation, no adjustments
or disclosures to the financial statements were required.
44
Item
9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Not
applicable.
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