Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Disclosure 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 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.
Management’s Report on Internal Control Over Financial
Reporting
This Report does not include a report of management’s
assessment regarding internal control over financial reporting or an attestation report of the Trust’s registered public
accounting firm due to a transition period established by rules of the SEC for newly public companies.
Item 9B. Other Information.
Not applicable .
Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections.
Not applicable.
104
PART III
Item 10. Directors, Executive Officers and
Corporate Governance.
The Trust does not have any directors, officers
or employees. The creation and operation of the Trust has been arranged by the Sponsor. The Sponsor is not governed by a board
of directors. The following persons, in their respective capacities as directors or executive officers of the Sponsor perform certain
functions with respect to the Trust that, if the Trust had directors or executive officers, would typically be performed by them.
The principals and executive officers of the Sponsor are as follows:
Jan F. van Eck
Mr. van Eck (born 1963) serves as the Chief
Executive Officer and President of the Sponsor and VanEck. He joined VanEck in 1992 and its Executive Management Team in 1998.
Additionally, Mr. van Eck is the President and CEO of Van Eck Securities Corporation. Furthermore, he is a Trustee, the President
and Chief Executive Officer of VanEck Vectors ETF Trust, VanEck Funds and VanEck VIP Trust. Furthering VanEck’s mission to
anticipate asset classes and trends, Mr. van Eck has created strategic beta, tactical allocation, emerging markets and commodity-related
investment strategies in mutual fund, ETF and institutional formats. He founded the VanEck’s ETF business in 2006. One of
the world’s largest ETF sponsors, VanEck offers ETFs, branded VanEck Vectors®, globally across equity and fixed income
asset classes. Mr. van Eck holds a J.D. from Stanford University and graduated, Phi Beta Kappa , from Williams College with
a major in economics. Mr. van Eck has registrations with the National Futures Association and the Financial Industry Regulatory
Authority. He is a Director of the National Committee on United States-China Relations. Mr. van Eck routinely appears on CNBC and
Bloomberg Television, and was a 2013 “Finalist for Institutional Investor’s Fund Leader of the Year” and a 2019
finalist for ETF.com’s “Lifetime Achievement Award.”
John J. Crimmins
Mr. Crimmins (born 1957) serves as Vice President,
Treasurer and Chief Financial Officer of the Sponsor. He joined VanEck in 2009 as Vice President of Portfolio Administration. Mr.
Crimmins is primarily responsible for overseeing portfolio accounting and administration. He also serves as Chief Financial Officer
and Treasurer to the VanEck Funds, VanEck VIP Trust and VanEck ETF Trust. Prior to joining VanEck, Mr. Crimmins was the Chief Financial,
Operating and Compliance Officer for Kern Capital Management LLC from 1997 to 2009 and the Vice President and Director of Mutual
Fund Administration for Evergreen Investment Services from 1987 to 1997. Previously, he acted as Vice President and Controller
for Pilgrim Group for three years and was in public accounting for six years. Mr. Crimmins is a Certified Public Accountant and
received a B.S. in accounting from St. John’s University.
Insider Trading Policy
VanEck has adopted an insider trading policy
which applies to its employees. VanEck believes that the insider trading policy is reasonably designed to promote compliance with
insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of securities, including
Shares of the Trust, as well as the applicable rules and regulations of the Exchange. A copy of VanEck’s insider trading
policy is filed as Exhibit 19.1 to this Report.
Item 11. Executive Compensation.
The Trust has no employees, officers or directors.
The Trust is managed by the Sponsor and pays the Sponsor the Sponsor’s fee. For the period from November 17, 2025 to December
31, 2025, the Trust did not incur any Sponsor Fee, because the Sponsor’s fee was waived from November 17, 2025 through February
17, 2026.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.
Securities Authorized for Issuance under Equity Compensation
Plans
Not applicable.
105
Security Ownership of Certain Beneficial Owners and Management
Not applicable.
Item 13. Certain Relationships and Related
Transactions, and Director Independence.
See Item 11 above.
Item 14. Principal Accounting Fees and Services.
Audit and Non-Audit Fees
The table below summarizes the fees for services
performed by Cohen & Company, Ltd. for the year ended December 31, 2025.
2025
Audit fees
$ 68,250
Audit-related Fees
$ 0
Tax fees
$ 0
All other fees
$ 0
Total
$ 68,250
Approval of Independent Registered Public Accounting Firm
Services and Fees
The Trust has no board of directors, and as
a result, has no audit committee or pre-approval policy with respect to fees paid to its principal accounting firm. Such determinations
are made by the Sponsor.
106
Part IV
Item 15. Exhibits, Financial Statement Schedules.
Financial Statements
See “Index to Financial Statements”
on Page F-1 for a list of the financial statements being filed as part of this report.
Financial Statement Schedules
Schedules have been omitted since they are
either not required, not applicable or the information has otherwise been included.
Exhibits
The following documents are filed herewith
or incorporated herein and made a part of this Report:
Exhibit No.
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
Fourth Amended and Restated Declaration of Trust and Trust Agreement incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Registrant on December 9, 2025
4.2*
Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934
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
Marketing Agreement incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1 filed by the Registrant on June 13, 2025
10.3
Gemini Custody Agreement incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1 filed by the Registrant on June 13, 2025
10.4*
Trust Administration and Accounting Agreement incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1 filed by the Registrant on June 13, 2025
10.5*
Transfer Agency Agreement incorporated by reference to Exhibit 10.5 of the Registration Statement on Form S-1 filed by the Registrant on June 13, 2025
10.6
Index SubLicense Agreement incorporated by reference to Exhibit 10.6 of the Registration Statement on Form S-1 filed by the Registrant on June 13, 2025
10.7*
Cash Custody Agreement incorporated by reference to Exhibit 10.7 of the Registration Statement on Form S-1 filed by the Registrant on June 13, 2025
10.8
Subscription Agreement incorporated by reference to Exhibit 10.8 of the Registration Statement on Form S-1 filed by the Registrant on June 13, 2025
10.9
Clearing Agreement incorporated by reference to Exhibit 10.9 of the Registration Statement on Form S-1 filed by the Registrant on June 13, 2025
107
10.10
Additional SOL Custodian Agreement incorporated by reference to Exhibit 10.10 of the Registration Statement on Form S-1 filed by the Registrant on June 13, 2025
10.11
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
19.1*
Insider Trading Policy
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
97.1*
Executive Officer Incentive-Based Compensation Clawback Policy
104*
Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document)
* Filed herewith.
Item 16. Form 10-K Summary.
None.
108
VANECK SOLANA ETF
FINANCIAL STATEMENTS
INDEX
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 925 ) F-2
Statement of Assets and Liabilities F-3
Statement of Operations F-4
Statement of Changes in Net Assets F-5
Notes to Financial Statements F-7
F- 1
Financial Statements and Report of Independent
Registered Public Accounting Firm
VANECK SOLANA ETF
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Sponsor and Shareholders of
VanEck Solana ETF
Opinion on the Financial Statements
We have audited the accompanying statement of assets
and liabilities of VanEck Solana ETF (the “Trust”), including the schedule of investment, as of December 31, 2025,
and the related statements of operations and changes in net assets for the period September 24, 2025 to December 31, 2025, including
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 its net assets for the period September 24, 2025 to 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 audits. 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 audits 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 audits, 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 audits 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 audits 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 audits provide a reasonable basis for our opinion.
We have served as the Trust’s auditor since 2025.
/s/ Cohen & Company, LTD.
COHEN & COMPANY, LTD.
Towson, Maryland
March 30, 2026
F- 2
VANECK SOLANA ETF
Statement of Assets and Liabilities (a)
December 31, 2025
Assets
Investment in solana, at fair value (cost $ 28,300,073 )
$ 23,539,566
Total assets
23,539,566
Liabilities
Accrued Sponsor fee
—
Total liabilities
—
Net
assets
$ 23,539,566
Shares issued and outstanding ( no par value, unlimited amount authorized)
1,450,000
Net Asset Value per Share
$ 16.23
(a) No comparative financial statements have been provided as the Trust did not have any operations as of December 31, 2024.
The accompanying notes are an integral part of these financial statements.
F- 3
VANECK SOLANA ETF
Statement of Operations
For the Period September 24, 2025 to December 31, 2025 (a)(b)
Investment Income
Staking Income
$ 119,888
Total investment income
119,888
Expenses
Sponsor fee, related party
6,426
Total expenses
6,426
Sponsor fee waiver, related party
( 6,426 )
Net expenses
—
Net investment income
119,888
Net realized gain (loss)
and net change in unrealized appreciation (depreciation)
Net realized gain (loss) on:
Solana sold for redemption of shares
—
Solana distributed for Sponsor fee, related party
—
Net realized gain (loss) on investment in solana
—
Net change in unrealized appreciation (depreciation) from investment in solana
( 4,760,507 )
Net realized gain (loss) and net change in unrealized appreciation (depreciation)
( 4,760,507 )
Net
decrease in net assets resulting from operations
$ ( 4,640,619 )
(a) No comparative financial statements have been provided as the Trust did not have any operations as of December 31, 2024.
(b) 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.
The accompanying notes are an integral part of these financial statements.
F- 4
VANECK SOLANA ETF
Statement of Changes in Net Assets
For the Period September 24, 2025 to December 31, 2025 (a)
Net decrease from operations
Net investment income
$ 119,888
Net realized gain (loss) from investment in solana
—
Net change in unrealized appreciation (depreciation) from investments in solana
( 4,760,507 )
Net decrease in net assets resulting
from operations
( 4,640,619 )
Capital Share transactions
Contributions for shares issued
28,180,185
Withdrawals for shares redeemed
( 100,000 )
Net increase in capital share
transactions
28,080,185
Net
increase in net assets
23,439,566
Net assets:
Beginning of period
100,000
End of period
$ 23,539,566
(a) No comparative financial statements have been provided as the Trust did not have any operations as of December 31, 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.
The accompanying notes are an integral part
of these financial statements.
F- 5
VANECK SOLANA ETF
Schedule of Investment as
of December 31, 2025 (a)
Description
Quantity (b)
Cost
Fair Value
Solana
188,731.73
$ 28,300,073
$ 23,539,566
Total Investment in Solana – 100.00 %
23,539,566
Liabilities in Excess of Other Assets – ( 0.00 %)
—
Net Assets – 100.00 %
$ 23,539,566
(a) No comparative financial statements have been provided as the Trust did not hold any Solana as of December 31, 2024.
(b) Includes 157,964.45 of staked Solana.
The accompanying notes are an integral part
of these financial statements.
F- 6
VANECK SOLANA ETF
Notes to Financial Statements
December 31, 2025
Note 1. Organization:
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 CSC Delaware Trust Company, is the trustee of the Trust (the “Trustee”).
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, if any, 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 December 31, 2025,
the Trust did not hold cash.
C. Investment Valuation
The Trust values its investment in SOL and other assets and liabilities
at fair value. 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 or they may be internally developed. 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:
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.
F- 7
VANECK SOLANA ETF
Notes to Financial Statements (continued)
December 31, 2025
The following is a summary of the fair value hierarchy as of December
31, 2025:
December 31, 2025
Level 1
Level 2
Level 3
Total
Assets
Investment in SOL
$ 23,539,566
$ —
$ —
$ 23,539,566
The following represents the changes in quantity of SOL and the
respective fair value:
SOL
Fair Value
Beginning balance as of September 24, 2025 (a)
—
$ —
SOL purchased
188,731.73
28,300,073
SOL sold
—
—
Net unrealized appreciation (depreciation) from investment in SOL
—
( 4,760,507 )
Net realized loss on investment in SOL
—
—
Ending balance as of December 31, 2025
188,731.73
$ 23,539,566
(a) The Trust did not hold any SOL as of September 24, 2025 .
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 are held by Gemini Trust Company,
LLC (the “SOL Custodian”) and/or 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.
E. Staking
The Trust stakes 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. Any staked SOL will be inaccessible for a period of time. While
the Trust’s assets are delegated to the Staking Services Providers for staking activities, the Trust maintains all right, title
and interest to the staked SOL; and as such, the staked assets are reflected in Investments in solana, at fair value on the Statement
of Assets and Liabilities. 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. The only SOL Custodian with
staked SOL during the period was Gemini Trust Company, LLC.
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 using 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.
F- 8
VANECK SOLANA ETF
Notes to Financial Statements (continued)
December 31, 2025
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 staking income, expenses, gains and losses are passed through
to the holders of Shares of the Trust. The Sponsor has reviewed the tax positions for the period presented and has determined that
no provision for income tax is required in the Trust’s financial statements.
H. Segment Reporting
The Chief Financial Officer and Treasurer 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 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.
Note 3. Trust Expenses and Other Agreements
The Trust pays the Sponsor a unified fee (the “Sponsor Fee”)
of 0.30 % of average daily net assets that accrues daily and pay monthly. The Sponsor has agreed to waive the entire Sponsor Fee
on the first $ 1 billion of the Trust’s assets through February 17, 2026. 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 is entitled to a staking service fee (the “Staking
Services Provider Consideration”) of 0.28 % of the Trust’s total staked assets on an annualized basis. The Staking Services
Provider has agreed to waive the Staking Services Provider Consideration through February 17, 2026. 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 fee is paid by the Sponsor and is not an expense of
the Trust.
The Trust holds 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 TM Solana Benchmark Rate, which is used by the Trust to determine its NAV. MarketVector Indexes
GmbH is an indirectly wholly-owned subsidiary of VanEck.
Van Eck Securities Corporation, a marketing agent to the Trust,
is a wholly-owned subsidiary of VanEck.
VanEck was the initial seed investor (“Seed Capital Investor”)
and purchased for cash 4,000 Shares (the “Seed Shares”) at a per-Share price of $ 25.00 on June 10, 2025. Total proceeds
to the Trust 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 a total 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. As of December 31, 2025, the Seed Capital Investor’s ownership in the Trust represents approximately
28 % of net assets.
F- 9
VANECK SOLANA ETF
Notes to Financial Statements (continued)
December 31, 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); 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.
The authorized participants deliver cash or Solana to create baskets and receive cash or Solana when redeeming Shares. For a subscription
in cash, an authorized participant will deliver cash to the Trust’s account at the cash custodian, which the Sponsor will
then use to purchase Solana from a liquidity provider chosen by the Sponsor. For a redemption in cash, the Sponsor will arrange
for the Solana represented by the basket to be sold to a liquidity provider chosen by the Sponsor and the cash proceeds distributed
from the Trust’s account at the cash custodian to the authorized participant. For an “in-kind” subscription,
authorized participants will deliver, or arrange for the delivery by the authorized participant’s designee of, Solana to
the Trust’s account with the Solana Custodian or Additional Solana Custodian in exchange for Shares when they purchase Shares.
For an “in-kind” redemption transaction with the Trust, when authorized participants redeem Shares, the Trust through
the Solana Custodian or the Additional Solana Custodian, will deliver Solana to such authorized participants, or a designee thereof,
in exchange for their Shares. Temporary lock-up periods or transfer restrictions from staking could limit the Trust’s ability to
meet redemptions. Only authorized participants may place orders to create and redeem baskets through the transfer agent. The transfer
agent will coordinate with the Trust’s SOL Custodians to facilitate settlement of the Shares and SOL.
Share and capital activity is as follows:
For the Period September 24,
2025 to December 31, 2025 (a)(b)
Shares
Amount
Beginning of period
4,000
$ 100,000
Shares issued
1,450,000
28,180,185
Shares redeemed
( 4,000 )
( 100,000 )
End of period
1,450,000
$ 28,180,185
(a) No comparative share activity have been provided as the Trust did not have any operations as of December 31, 2024.
(b) 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.
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- 10
VANECK SOLANA ETF
Notes to Financial Statements (continued)
December 31, 2025
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 may be 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 block-chain 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. SOL with
a fair value of $ 23,539,566 were held by the SOL Custodians at December 31, 2025.
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.
F- 11
VANECK SOLANA ETF
Notes to Financial Statements (continued)
December 31, 2025
Note 8. Financial Highlights (a)
The financial highlights summarize certain per share operating information
and financial ratios of net investment income and expenses, to daily average net assets for the period from September 24, 2025
to December 31, 2025. An individual investor’s return and ratios may vary based on the timing of capital transactions:
For the Period
September 24,
2025 to
December 31,
2025
Net asset value per share, beginning of period
$ 25.00
From investment operations:
Net investment income (b)
0.12
Net realized gain (loss) and change in unrealized appreciation (depreciation) from investments in solana (c)
( 8.89 )
Net decrease resulting from operations
( 8.77 )
Net asset value per share, end of period
$ 16.23
Total return (d)
( 35.08 )%
Ratios to average net assets
Gross expense
0.30 % (e)(f)
Net expense
0.00 % (e)(f)
Net investment income
5.65 % (e)(f)
(a) No prior year comparative financial statements have been provided as the Trust did not have any operations as of December 31, 2024.
(b) Net investment income per share has been calculated based upon an average of daily shares outstanding.
(c) The amount shown for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses for the period because of the timing of sales and repurchases of the Trust’s shares in relation to fluctuating market values for the Trust.
(d) Returns are not annualized and include adjustments required by GAAP. Returns for financial statements purposes may differ from net asset values and performance reported elsewhere by the Trust.
(e) Annualized.
(f) Calculated based upon average daily net assets from November 17, 2025 (date of effectiveness) to December 31, 2025.
Note 9. Subsequent Event Review
The Trust has evaluated subsequent events and transactions for potential
recognition or disclosure through the date the financial statements were issued and has determined that there are no material events
that would require disclosure.
F- 12
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 Solana ETF
By:
VanEck Digital Assets, LLC, as Sponsor of the Trust (registrant)
By:
/s/
Matthew A. Babinsky
Name: Matthew A. Babinsky
Title: Vice President
Date:
March 30, 2026
Pursuant to the requirements of the Securities
Exchange Act of 1934, this Report has been signed by the following persons in the capacities* and on the dates indicated.
Signature
Title
Date
/s/ Jan F. van Eck
Jan F. van Eck
President and Chief Executive Officer
(Principal Executive Officer)
March 30, 2026
/s/ John J. Crimmins
John J. Crimmins
Vice President, Chief Financial
Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
March 30, 2026
*
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.