UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2025 .
or
☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from_________________to______________________.
Commission file number: 001-42954
VanEck Solana ETF
(Exact name of registrant as specified
in its charter)
Delaware 33-6972117
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer
Identification No.)
c/o VanEck Digital Assets, LLC
Jonathan R. Simon, Esq.
Matthew A. Babinsky, Esq.
666 Third Avenue , 9 th Floor
New York , New York 10017
(Address of principal executive offices) (Zip Code)
( 212 ) 293-2000
(Registrant’s telephone number,
including area code)
Not Applicable
(Former name, former address and
former fiscal year, if changed since last report)
Securities registered or to be registered
pursuant to Section 12(b) of the Act.
Title of each class Trading Symbol(s) Name of each exchange
on which registered
Shares VSOL The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. ☐ Yes ☒ No
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐
No
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☐ Accelerated Filer ☐
Non-Accelerated Filer ☒ Smaller Reporting Company ☒
Emerging Growth Company ☒
If an emerging growth company, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☒
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act.). ☐ Yes ☒ No
The registrant had 400,000 outstanding Shares as of October
31, 2025.
VanEck Solana ETF
Table of Contents
Page
Part I. FINANCIAL INFORMATION.
F-1
Item 1. Unaudited Financial Statements.
F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
4
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
5
Item 4. Controls and Procedures.
5
Part II. OTHER INFORMATION.
6
Item 1. Legal Proceedings.
6
Item 1A. Risk Factors.
6
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
6
Item 3. Defaults Upon Senior Securities.
6
Item 4. Mine Safety Disclosures.
6
Item 5. Other Information.
6
Item 6. Exhibits.
6
SIGNATURES.
8
Part I. FINANCIAL INFORMATION.
Item 1. Unaudited Financial Statements.
VanEck Solana ETF
STATEMENT OF ASSETS AND LIABILITIES (*)
(Unaudited)
At September 30, 2025
ASSETS:
Cash
$
100,000
Total Assets
100,000
LIABILITIES:
Total Liabilities
-
Commitments and contingent liabilities (Note 6)
-
NET ASSETS
$
100,000
Shares issued and outstanding (a)
4,000
Net Asset Value per Share (Note 2)
25.00
(a) No par value, unlimited amount authorized
* No comparative
financial statements have been provided as the Trust did not have any operations as of December 31, 2024 .
See Notes to Financial Statements
F- 1
VANECK SOLANA ETF
Statement of Changes in Net Assets (a)
For the Period September 24, 2025
to September 30, 2025 (Unaudited)
Net increase (decrease) from investment
operations
Net investment income (loss)
$
—
Net realized gain (loss) from investment in ether
—
Change in net unrealized appreciation (depreciation)
from investments in ether
—
Net increase (decrease) in net assets resulting
from operations
—
Capital share transactions
Contributions for shares issued
—
Withdrawals for shares redeemed
—
Total capital share transactions
—
Net increase in net assets
—
Net assets:
Beginning of period
100,000
End of period
$
100,000
(a) No comparative financial statements have been provided as the Trust did not have any operations as of September 30, 2024. On June 10, 2025, Van Eck Associates Corporation (the “Seed Capital Investor”) purchased the “Seed Shares” comprising of 4,000 Shares at a per-Share price of $ 25.00 . Delivery of the Seed Shares was made on June 10, 2025. Total proceeds to the Trust from the sale of the Seed Shares were $ 100,000 . The last period audited was September 24, 2025. The Trust did not have any operations from June 10, 2025 to September 24, 2025.
See Notes to Financial Statements
F- 2
VANECK SOLANA ETF
NOTES TO FINANCIAL STATEMENTS (Unaudited)
September 30, 2025
Note 1. Organization:
The VanEck Solana ETF (the “Trust”),
a Delaware statutory trust, is an exchange-traded fund that issues common shares of beneficial interest in an ownership of the
Trust (the “Shares”). The Shares are traded on the Nasdaq Stock Market LLC (the “Exchange”). The Trust’s
investment objective is to reflect the performance of Solana (“SOL”), and rewards from staking a portion of the Trust’s
SOL, to the extent VanEck Digital Assets, LLC (the “Sponsor”) in its sole discretion determines that the Trust may
do so without undue legal or regulatory risk, such as, without limitation, by jeopardizing the Trust’s ability to qualify
as a grantor trust for tax purposes, less the operating expenses of the Trust. The Trust is managed and controlled by (“the
Sponsor”), a wholly-owned subsidiary of Van Eck Associates Corporation (“VanEck”). The Delaware Trust Company,
is the “Trustee” of the Trust. As of September 30, 2025, the Trust had no operations other than the initial seed transaction.
Note 2. Significant Accounting Policies:
A. Basis of Preparation and Use of Estimates
The preparation of financial statements
in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and
assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those
estimates.
The Trust qualifies as an investment
company solely for accounting purposes and not for any other purpose and follows accounting and reporting requirements of Accounting
Standards Codification (“ASC”) Topic 946 Financial Services—Investment Companies (“ASC Topic 946”),
but is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940,
as amended.
B. Cash
Cash represents cash deposits held at a major financial
institution and is subject to credit risk to the extent its balance exceeds the federally insured limits. As of September 30, 2025,
the Trust’s cash balance did not exceed the federal insured limits.
C. Investment Valuation
The Trust values its investments
in SOL and other assets and liabilities at fair value daily. Fair value is the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants on the measurement date.
The Trust identifies and determines the SOL principal
market (or in the absence of a principal market, the most advantageous market) for GAAP financial statement purposes consistent
with the application of fair value measurement framework in Financial Accounting Standards Board (“FASB”) ASC 820 at
11:59 p.m. EST. Under ASC 820, a principal market is the market with the greatest volume and activity level for the asset or liability.
The Sponsor on behalf of the Trust will determine in its sole discretion the valuation sources and policies used to prepare the
Trust’s financial statements in accordance with GAAP.
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 three levels of the fair value hierarchy are as follows:
F- 3
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
where there are little or no market activity for the asset or liability, including the Trust’s assumptions used in determining
the fair value of investments.
D. Solana
SOL transactions are accounted for on trade date. Realized
gains and losses on the sale of SOL are determined based on the average cost method. Under ASC Topic 946, the average cost method
is an accepted method to determine realized gains and losses on the sale of SOL. Proceeds received by the Trust from the issuance
of baskets consist of SOL. Staking income is recognized on an accrual basis. Deposits of SOL will be held by Gemini Trust Company,
LLC (the “SOL Custodian”) and will also be held at Coinbase Custody Trust Company, LLC (the “Additional SOL Custodian”,
and collectively the “SOL Custodians”), on behalf of the Trust until (i) delivered out in connection with redemptions
of baskets or cash or (ii) sold by the Sponsor, which may be facilitated by the SOL Custodians to pay fees due to the Sponsor and
Trust expenses and liabilities not assumed by the Sponsor. SOL is classified on the Statement of Assets and Liabilities as either
staked SOL or investments in SOL to distinguish their nature within the respective balances. Lock up periods for SOL are typically
2 - 3 days, and are considered current assets in accordance with ASC 210-10-20, Balance Sheet , due to the Trusts’s
ability to sell them in a liquid marketplace.
There was no SOL held as of September
30, 2025.
E. Staking
The Trust intends to stake a portion of the Trust’s
SOL through one or more staking services providers (the “Staking Services Providers”) to conduct such staking activities.
The Staking Services Providers will utilize the available SOL for staking by instructing the SOL Custodian to delegate such SOL
to a validator address selected in accordance with the Trusts Staking Policy. The Sponsor has adopted a liquidity risk program
that provides a variety of mechanisms to monitor and manage the liquidity of the Trust’s assets. Staking activity comes with
a risk of loss of SOL. Staked SOL are not subject to the protections enjoyed by depositors with FDIC or SIPC member institutions.
F. Calculation of Net Asset Value
The Trust’s net asset value (“NAV”)
is calculated based on the Trust’s net asset holdings as reconciled to the SOL Custodians’ accounts on a market approach,
determined on a daily basis in accordance with the MarketVector TM Solana Benchmark Rate price at 4:00 pm EST. The Trust’s
NAV per Share is calculated by taking the current market value of its total assets, subtracting any liabilities, and then dividing
that total by the total number of outstanding Shares. The Trust Agreement gives the Sponsor the exclusive authority to determine
the Trust’s NAV and the Trust’s NAV per Share, which it has delegated to the Administrator.
G. Federal Income Taxes
The Trust is treated as a grantor
trust for federal income tax purposes and, therefore, no provision for federal income taxes is required. Any interest, expenses,
gains and losses are passed through to the holders of Shares of the Trust. The Sponsor has reviewed the tax positions as of September
30, 2025, and has determined that no provision for income tax is required in the Trust’s financial statements.
H. Segment Reporting
The Sponsor acts as the Trust’s
chief operating decision maker (“CODM”), assessing performance and making decisions about resource allocation. The
CODM has determined that the Trust has a single operating segment based on the fact that the Trust’s long-term strategic
asset allocation is pre-determined in accordance with the terms of its prospectus, with a defined investment
F- 4
strategy which is executed by the
Sponsor. The financial information provided to and reviewed by the CODM is presented within
the Trust’s financial statements.
I. Interim financial statements
The financial statements included
herein were prepared without audit according to the rules and regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared in accordance with GAAP may be omitted pursuant to
such rules and regulations. The financial statements reflect, in the opinion of management, all adjustments necessary that were
of a normal and recurring nature and adequate disclosures to present fairly the financial position for the periods indicated.
Note 3. Trust Expenses and Other Agreements
The Trust will pay to the Sponsor a unified
fee (the “Sponsor Fee”) of 0.30 % of net assets that will accrue daily. For a 3 -month period commencing on the day the
Shares are initially listed on the Exchange, the Sponsor has agreed to waive the entire Sponsor Fee on the first $ 1 billion of
the Trust’s assets. The Sponsor has agreed to pay all operating expenses (except for extraordinary expenses, including but
not limited to, non-recurring expenses and costs of services performed by the Sponsor or a service provider on behalf of the Trust
to protect the Trust or the interests of Shareholders, such as the Custodian Staking Facilitation Fee) out of the Sponsor Fee.
The Staking Service Provider will be entitled to a staking service fee (“staking service fee”) of 0.28 % of the Trust’s
total staked assets on an annualized basis. For a 3 -month period commencing on the day the Shares are initially listed on the Exchange,
the Staking Services Provider has agreed to waive the Staking Service fee. The Sponsor from time to time will sell SOL, which may
be facilitated by one or more Liquidity Providers and/or the SOL Custodian or an affiliate thereof, in such quantity as is necessary
to permit payment of the Sponsor Fee and Trust expenses and liabilities not assumed by the Sponsor.
The Trustee’s fee is paid by the Sponsor
and is not an expense of the Trust.
The Trust will hold its SOL at the SOL Custodians, both of which
are regulated third-party custodians that carry insurance and are responsible for safekeeping of SOL owned by the Trust and holding
private keys that provide access to the SOL in the Trust’s SOL account.
State Street Bank and Trust Company serves
as the Trust’s administrator, transfer agent and cash custodian.
Note 4. Related Parties
The Sponsor is considered to be a related party
to the Trust.
MarketVector Indexes GmbH is the index sponsor and index administrator for the MarketVector
Solana Benchmark Rate, which is used by the Trust to determine its NAV. MarketVector Indexes GmbH is an indirectly wholly-owned
subsidiary of Van Eck Associates Corporation.
Van Eck Securities Corporation, a marketing
agent to the Trust, is a wholly owned-subsidiary of VanEck.
Van Eck Associates Corporation is the initial
seed investor on September 30, 2025.
VanEck is a minority interest holder in the
parent company of the SOL Custodian, representing less than 1 % of its equity.
Note 5. Capital Share Transactions
Investors can buy and sell Shares of the Trust
in secondary market transactions through brokers. Shares trade on the Exchange under the ticker symbol VSOL. Shares are bought
and sold throughout the trading day like other publicly traded securities.
The Trust continuously offers the Trust Shares in baskets consisting
of 25,000 Shares to authorized participants. Authorized participants pay a transaction fee for each order they place to create
or redeem one or more baskets. The Administrator calculates the cost to purchase (or sell in the case of a redemption order) the
amount of SOL represented by the baskets being created (or redeemed);
F- 5
the amount
of SOL represented is equal to the combined NAV of the number of Shares included in the baskets being created (or redeemed).
The Trust creates and redeems Shares, but only
in one or more baskets. Baskets are only made in exchange for delivery to the Trust or the distribution by the Trust of the amount
of SOL represented by the baskets being created or redeemed, the amount of which is equal to the combined NAV of the number of
Shares included in the baskets being created or redeemed determined as of 4:00 p.m. EST on the day the order to create or redeem
baskets is properly received. Only authorized participants may place orders to create and redeem baskets through the transfer agent.
The transfer agent will coordinate with the Trust’s custodian in order to facilitate settlement of the Shares and SOL.
Share activity is as follows:
For the Period September 24, 2025
to September 30, 2025 (Unaudited) (a)
Shares
Amount
Beginning balance
4,000
$
100,000
Shares issued
—
$
—
Shares redeemed
—
—
Net increase
—
—
Ending balance
4,000
$
100,000
(a) Van Eck Associates Corporation is the sole shareholder as of September 30, 2025.
Note 6. Commitments and Contingent Liabilities
In the normal course of business, the Trust
enters into contracts that contain a variety of general indemnifications. The Trust’s maximum exposure under these agreements
is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. However, the Sponsor
believes the risk of loss under these arrangements to be remote.
F- 6
Note 7. Concentration Risk
Substantially all of the Trust’s assets
are holdings of SOL, which creates a concentration risk associated with fluctuations in the value of SOL due to a number of factors.
Accordingly, a decline in the value of SOL will have an adverse effect on the value of the Shares of the Trust. Factors that may
have the effect of causing a decline in the value of SOL include high volatility, which could have a negative impact on the performance
of the Trust. SOL platforms are relatively new and, in some cases, unregulated or may be subject to regulation in a relevant jurisdiction
but may not be complying, and, therefore, may be more exposed to fraud and security breaches than established, regulated exchanges
for other financial assets or instruments, which could have a negative impact on the performance of the Trust. The value of the
Shares depends on the development and acceptance of the Solana Network. The slowing or stopping of the development or acceptance
of the Solana Network may adversely affect an investment in the Trust. The price of SOL on the SOL market has exhibited periods
of extreme volatility. Digital assets such as SOL were only introduced within the past decade, and the medium-to-long term value
of the Shares is subject to a number of factors relating to the capabilities and development of blockchain technologies and to
the fundamental investment characteristics of digital assets that are uncertain and difficult to evaluate. The Trust is subject
to risks due to its concentration of investments in a single asset class. Possible illiquid markets may exacerbate losses or increase
the variability between the Trust’s NAV and its market price. The amount of SOL represented by the Shares may decline over
time.
Future and current regulations by a United
States or foreign government or quasi-governmental agency could have an adverse effect on an investment in the Trust. Shareholders
do not have the protections associated with ownership of Shares in an investment company registered under the 1940 Act or the protections
afforded by the Commodity Exchange Act. Future legal or regulatory developments may negatively affect the value of SOL or require
the Trust or the Sponsor to become registered with the SEC or CFTC, which may cause the Trust to liquidate.
The Exchange on which the Shares are listed
may halt trading in the Trust’s Shares, which would adversely impact a Shareholder’s ability to sell Shares. The market
infrastructure of the SOL spot market could result in the absence of active authorized participants able to support the trading
activity of the Trust.
Shareholders that are not authorized participants
may only purchase or sell their Shares in secondary trading markets, and the conditions associated with trading in secondary markets
may adversely affect Shareholders’ investment in the Shares.
Note 8. Subsequent Event Review
On October 29, 2025, the the 4,000 Shares held
by the Seed Capital Investor were redeemed for cash and the Seed Capital Investor purchased the “Seed Creation Baskets,”
comprising of 400,000 Shares at a per-Share price of $ 25.00 . Total proceeds to the Trust from the sale of the Seed Creation Baskets
were $ 10,000,000 which resulted in the Trust receiving 51,656 SOL.
On November 17, 2025, the Trust commenced operations and listed
on the Nasdaq Stock Market LLC.
F- 7
Item 2. Management’s Discussion and Analysis of
Financial Condition and Results of Operations.
This information should be read in conjunction with the
financial statements and notes to financial statements included with this report. The discussion and analysis that follows may
contain statements that relate to future events or future performance. In some cases, such forward-looking statements can be identified
by terminology such as “may,” “will,” “should,” “could,” “expect,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential”
or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included
in this report that address activities, events or developments that may occur in the future, including such matters as changes
in commodity prices and market conditions (for SOL and the Shares), the operations of the Trust, the plans of the Sponsor and
references to the Trust’s future success and other similar matters are forward-looking statements. These statements are
only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses
made by the Sponsor on the basis of its perception of historical trends, current conditions and expected future developments,
as well as other factors it believes are appropriate in the circumstances. Whether or not actual results and developments will
conform to the Sponsor’s expectations and predictions is subject to a number of risks and uncertainties, including the special
considerations discussed in this report, general economic, market and business conditions, changes in laws or regulations, including
those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments.
Consequently, all the forward-looking statements made in this report are qualified by these cautionary statements, and there can
be no assurance that the actual results or developments the Sponsor anticipates will be realized or, even if substantially realized,
will result in the expected consequences to, or have the expected effects on, the Trust’s operations or the value of the
Shares issued by the Trust. Moreover, neither the Sponsor nor any other person assumes responsibility for the accuracy or completeness
of the forward-looking statements. Neither the Trust nor the Sponsor undertakes an obligation to publicly update or conform to
actual results any forward-looking statement, whether as a result of new information, future developments or otherwise, except
as required by law.
Introduction
The Trust is a Delaware statutory trust. The Trust does
not have directors, officers or employees. The creation and operation of the Trust have been arranged by the Sponsor. The Trust
is administered by the Trust Agreement, among the Sponsor and the Trustee. The Trust is managed and controlled by the Sponsor,
a wholly-owned subsidiary of VanEck. The Sponsor is not governed by a board of directors.
The Trust’s investment objective is to reflect the
performance of the price of SOL and rewards from staking a portion of the Trust’s SOL, to the extent the Sponsor in its sole discretion
determines that the Trust may do so without undue legal or regulatory risk, such as, without limitation, by jeopardizing the Trust’s
ability to qualify as a grantor trust for tax purposes, less the operating expenses of the Trust. The Trust is a passive investment
vehicle that does not seek to pursue any investment strategy beyond tracking the price of SOL. The Trust does not engage in any
activities designed to obtain a profit from, or ameliorate losses caused by, changes in the price of SOL.
The Trust issues and redeems Shares only in aggregations
of 25,000 Shares, a Basket, or integral multiples thereof, and only in transactions with authorized participants.
Shares of the Trust trade on the Exchange under the ticker
symbol “VSOL.”
Computation of Net Asset Value
The Trust’s NAV is calculated based on the Trust’s
net asset holdings as reconciled to the SOL Custodians’ accounts on a market approach, determined on a daily basis in accordance
with the MarketVector TM Solana Benchmark Rate price at 4:00 p.m. EST. The Trust’s NAV per Share is calculated
by taking the current market value of its total assets, subtracting any liabilities, and then dividing that total by the total
number of outstanding Shares. The Trust Agreement gives the Sponsor the exclusive authority to determine the Trust’s NAV
and the Trust’s NAV per Share, which it has delegated to the Administrator.
4
Liquidity
The Trust is not aware of any trends, demands, conditions
or events that are reasonably likely to result in material changes to its liquidity needs. In exchange for a fee, the Sponsor
has agreed to assume most of the expenses incurred by the Trust. As a result, the only ordinary expense of the Trust that will
be incurred will bethe Sponsor’s Fee. The Trust’s only source of liquidity will beits sales of SOL.
Significant Accounting Policies
In preparing financial statements in conformity with GAAP,
management makes estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent
assets and liabilities at the date of the financial statements, as well as the reported amount of revenue and expenses reported
during the period. Actual results could differ from these estimates. A description of the valuation of SOL, a critical accounting
policy that the Trust believes is important to understanding its results of operations and financial position, is provided in
the section entitled “Computation of Net Asset Value” above. In addition, please refer to Note 2 to the Financial
Statements included in this report for further discussion of the Trust’s accounting policies.
Results of Operations
The Period through September
30, 2025
At September 30, 2025, the Trust had no operations
other than a sale to the Seed Capital Investor, the parent of the Sponsor, of 4,000 Shares at a per-Share price of $25.00. Delivery
of the Seed Shares was made on June 10, 2025. Total proceeds from the sale of the Seed Shares were $100,000.
On October 29, 2025, the Seed Shares were redeemed
for cash and the Seed Capital Investor purchased the Seed Creation Baskets, comprising of a total of 400,000 Shares at a per-Share
price of $25.00, which was equal to 51,656 SOL. Delivery of the Seed Creation Baskets was made on October 29, 2025. Total proceeds
to the Trust from the sale of the Seed Creation Baskets were $10,000,000.
Item 3. Quantitative and Qualitative Disclosures About
Market Risk.
Not applicable.
Item 4. Controls and Procedures.
The duly authorized officers of the Sponsor performing functions
equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had
any officers, with the participation of the Trustee, have evaluated the effectiveness of the Trust’s disclosure controls
and procedures, and have concluded that the disclosure controls and procedures of the Trust were effective as of the end of the
period covered by this report to provide reasonable assurance that information required to be disclosed in the reports that the
Trust files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported,
within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to the duly authorized
officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer
of the Trust would perform if the Trust had any officers, as appropriate to allow timely decisions regarding required disclosure.
There are inherent limitations to the effectiveness of any
system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of
the controls and procedures.
There were no changes in the Trust's internal control over financial
reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the
Trust's internal control over financial reporting.
5
Part II. OTHER INFORMATION.
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
There have been no material changes
to the Risk Factors last reported under Risk Factors of the registrant’s prospectus, filed with the Securities and Exchange
Commission on December 3, 2025.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds.
a) None.
b) Not applicable.
c) None.
Period
Total Number of Shares
Redeemed
Average Per
Share
09/24/25 to 09/30/25
-
$
-
Total
-
$
-
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits.
See the Exhibit Index below, which
is incorporated by reference herein.
6
EXHIBIT INDEX
Exhibit No.
Exhibit Description
3.1
Certificate
of Trust incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 filed by the Registrant on June 13, 2025
3.2
Certificate of Amendment incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 filed by the Registrant on July 13, 2025
4.1
Third
Amended and Restated Declaration of Trust and Trust Agreement incorporated by reference to Exhibit 4.1 of the Registration
Statement on Form S-1 filed by the Registrant on August 29, 2025
10.1
Form of Initial Authorized Participant Agreement incorporated by reference to Exhibit 10.1 of the Registration Statement on Form S-1 filed by the Registrant on July 31, 2025
10.2
Form of Staking Provider Agreement incorporated by reference to Exhibit 10.11 of the Registration Statement on Form S-1 filed by the Registrant on August 29, 2025
31.1*
Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data
File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
104*
Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL
document)
* Filed herewith.
7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the
capacities* indicated thereunto duly authorized.
VANECK DIGITAL ASSETS, LLC
Sponsor of VanEck Solana ETF
By:
/s/ Jan F. van Eck*
Jan F. van Eck
President and Chief Executive Officer
(Principal Executive Officer)
By:
/s/ John J. Crimmins*
John J. Crimmins
Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
Date: December 19, 2025
* The Registrant is a trust and the persons are signing
in their capacities as officers of VanEck Digital Assets, LLC., the Sponsor of the Registrant.
8
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.