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 March 31, 2026 .
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 1,375,000 outstanding Shares as of April
30, 2026.
VanEck Solana ETF
Table of Contents
Page
Part I. FINANCIAL INFORMATION.
1
Item 1. Unaudited Financial Statements.
1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
11
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
12
Item 4. Controls and Procedures.
12
Part II. OTHER INFORMATION.
13
Item 1. Legal Proceedings.
13
Item 1A. Risk Factors.
13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
17
Item 3. Defaults Upon Senior Securities.
18
Item 4. Mine Safety Disclosures.
18
Item 5. Other Information.
18
Item 6. Exhibits.
18
SIGNATURES.
20
Part I. FINANCIAL INFORMATION.
Item 1. Unaudited Financial Statements.
VANECK SOLANA ETF
Statements of Assets and Liabilities
March
31, 2026
(Unaudited)
December
31,
2025
Assets
Investment in solana, at fair value (cost $ 25,684,742 and $ 28,300,073 , respectively)
$ 14,863,788
$ 23,539,566
Total assets
14,863,788
23,539,566
Liabilities
Accrued Sponsor fee
4,207
—
Total liabilities
4,207
—
Net assets
$ 14,859,581
$ 23,539,566
Shares issued and outstanding ( no par value, unlimited amount authorized)
1,350,000
1,450,000
Net Asset Value per Share
$ 11.01
$ 16.23
The accompanying notes are an integral
part of these financial statements.
1
VANECK SOLANA ETF
Statement of Operations (a)
For the Three Months Ended March 31, 2026 (Unaudited)
Investment Income
Staking Income
$ 299,453
Total investment income
299,453
Expenses
Sponsor fee, related party
15,433
Total expenses
15,433
Sponsor fee waiver, related party
( 9,714 )
Net expenses
5,719
Net investment income
293,734
Net realized loss and net change in unrealized appreciation (depreciation)
Net realized loss on:
Solana sold for redemption of shares
( 1,148,041 )
Solana sold for in-kind redemptions
( 2,125,101 )
Solana distributed for Sponsor fee, related party
( 978 )
Net realized loss on investment in solana
( 3,274,120 )
Net change in unrealized appreciation (depreciation) from investment in solana
( 6,060,447 )
Net realized loss and net change in unrealized appreciation (depreciation)
( 9,334,567 )
Net increase (decrease) in net assets resulting from operations
$ ( 9,040,833 )
(a) No comparative financial statements have been provided as the Trust did not have any operations
as of March 31, 2025.
The accompanying notes are an integral
part of these financial statements.
2
VANECK SOLANA ETF
Statement of Changes in Net Assets (a)
For the Three Months Ended March 31, 2026 (Unaudited)
Net decrease from operations
Net investment income
$ 293,734
Net realized loss from investment in solana
( 3,274,120 )
Net change in unrealized appreciation (depreciation) from investments in solana
( 6,060,447 )
Net decrease in net assets resulting from operations
( 9,040,833 )
Capital Share transactions
Contributions for shares issued
5,215,980
Withdrawals for shares redeemed
( 4,855,132 )
Net increase in capital share transactions
360,848
Net decrease in net assets
( 8,679,985 )
Net assets:
Beginning of period
23,539,566
End of period
$ 14,859,581
(a) No comparative financial statements have been provided as the Trust did not have any operations
as of March 31, 2025.
The accompanying notes are an integral
part of these financial statements.
3
VANECK SOLANA ETF
Schedules of Investment
March 31, 2026 (Unaudited)
Description
Quantity
Cost
Fair Value
Solana
178,254.94 (a)
$ 25,684,742
$ 14,863,788
Total Investment in solana – 100.03%
14,863,788
Liabilities in Excess of Other Assets – ( 0.03 %)
( 4,207 )
Net Assets – 100.00 %
$ 14,859,581
December 31, 2025
Description
Quantity
Cost
Fair Value
Solana
188,731.73 (b)
$ 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) Includes 156,945.27 of staked solana.
(b) Includes 157,964.45 of staked solana.
The accompanying notes are an integral
part of these financial statements.
4
VANECK SOLANA ETF
Notes to Unaudited Financial Statements
March 31, 2026
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 March 31, 2026 and December 31, 2025, the Trust did no t 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
5
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.
The following is a summary of the fair value
hierarchy as of March 31, 2026, and December 31, 2025:
March 31, 2026
Level
1
Level
2
Level
3
Total
Assets
Investment in SOL
$
14,863,788
$
—
$
—
$
14,863,788
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 January 1, 2026
188,731.73
$
23,539,566
SOL purchased
35,487.29
4,634,263
SOL purchased in-kind
9,848.68
881,265
SOL sold
( 19,649.58 )
( 1,745,950 )
SOL sold in-kind
( 36,163.18 )
( 3,110,789 )
Net change in unrealized appreciation (depreciation)
from investment in SOL
—
( 6,060,447 )
Net realized loss on investment in SOL
—
( 3,274,120 )
Ending balance as of March 31, 2026
178,254.94
$
14,863,788
SOL
Fair
Value
Beginning balance as of September 24, 2025 (a)
—
$
—
SOL purchased
188,731.73
28,300,073
SOL sold
—
—
Net change in unrealized appreciation (depreciation)
from investment in SOL
—
( 4,760,507 )
Net realized gain (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
6
VANECK SOLANA ETF
Notes to Unaudited Financial Statements (continued)
March 31, 2026
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 rights, title and interest to the staked SOL; and as such, the staked
assets are reflected in Investments in solana, at fair value on the Statements 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.
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.
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 and results of operations as
of and for the periods indicated. The results of operations for the three months ended March 31, 2026, are not necessarily indicative
of the results to be expected for the full year or for any other period.
These financial statements should
be read in conjunction with the audited financial statements and the notes thereto included in the Form 10-K previously filed
with the SEC.
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, and in connection with any indemnification of 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) out of the Sponsor Fee. The Staking Service Provider is entitled to a staking
7
VANECK SOLANA ETF
Notes to Unaudited Financial Statements (continued)
March 31, 2026
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 March 31, 2026 and December 31, 2025, the Seed Capital Investor’s
ownership in the Trust represents approximately 30 % and 28 %, respectively, of net assets.
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
8
VANECK SOLANA ETF
Notes to Unaudited Financial Statements (continued)
March 31, 2026
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:
Three Months Ended March
31, 2026 (a)
Shares
Amount
Beginning of period
1,450,000
$
28,180,185
Shares issued
325,000
5,215,980
Shares redeemed
( 425,000 )
( 4,855,132 )
End of period
1,350,000
$
28,541,033
(a) No comparative share activity have been provided as the Trust did not have any operations as of March 31, 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.
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.
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.
9
VANECK SOLANA ETF
Notes to Unaudited Financial Statements (continued)
March 31, 2026
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. 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 three months ended March 31, 2026. An individual investor’s return and ratios may vary based on the
timing of capital transactions :
Three Months
Ended March 31,
2026
Net asset value per share, beginning of period
$
16.23
From investment operations:
Net investment income (b)
0.19
Net realized gain (loss) and change in unrealized appreciation (depreciation) from investments in solana (c)
( 5.41 )
Net decrease resulting from operations
( 5.22 )
Net asset value per share, end of period
$
11.01
Total return (d)
( 32.16 )%
Ratios to average net assets (e)
Gross expense
0.30 %
Net expense
0.11 %
Net investment income
5.74 %
(a) No prior comparative financial statements have been provided as the Trust did not have any operations as of March 31, 2025.
(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 of SOL.
(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.
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 .
10
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.
11
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 be the Sponsor’s Fee. The Trust’s only source of liquidity will be its 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 Quarter Ended March 31, 2026
The Trust’s NAV decreased from $23,539,566 at December
31, 2025 to $14,859,581 at March 31, 2026, a 36.87% decrease. The decrease in the Trust’s NAV resulted primarily from a decrease
in the price of SOL, which decreased 33.14% from $124.73 at December 31, 2025 to $83.39 at March 31, 2026. The number of Shares
outstanding also decreased from 1,450,000 Shares at December 31, 2025 to 1,350,000 Shares at March 31, 2026, a net result of 325,000
Shares (13 Baskets) being created and 425,000 Shares (17 Baskets) being redeemed during the period.
The 32.16% decrease in the NAV per Share from $16.23 at December
31, 2025 to $11.01 at March 31, 2026 is directly related to the 33.14% decrease in the price of SOL during this period, minimally
offset by income from staking activities.
The NAV per Share of $19.21 on January 14, 2026, was the highest
during the quarter, compared with a low during the quarter of $10.11 on February 12, 2026.
Net decrease in net assets resulting from operations for the
quarter ended March 31, 2026, was $9,040,833 resulting from the net change in unrealized depreciation on investment in SOL of $6,060,447,
a net realized loss of $1,148,041 on SOL sold for the redemption of Shares, a net realized loss on SOL sold of 2,125,101 for in-kind
redemptions, a net realized loss of $978 from SOL sold to pay expenses during the quarter, and net investment income of $293,734
resulting from staking activities. Other than the Net Sponsor Fee of $5,719, the Trust has no other expenses during the quarter.
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.
12
Part II. OTHER INFORMATION.
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
T he
Regulatory Landscape Surrounding Staking Activities Is Uncertain.
The regulatory landscape surrounding Staking
Activities is highly uncertain and may expose the Sponsor, the VSOL Custodian, Staking Services Providers, and the Trust and its
shareholders to unforeseen litigation or potential SEC enforcement actions. For example, there is a risk that the agreements for
staking services could constitute an “investment contract” under the federal securities laws and therefore be deemed
a security, requiring registration or reliance on an exemption from registration. In May 2025, staff of the SEC Division of Corporation
Finance issued a statement (the “SEC Staking Statement”) expressing the view that certain staking activities do not
involve the offer and sale of securities within the meaning of the federal securities laws, and we believe that the Staking Arrangements
satisfy the criteria set forth in this statement. However, the SEC Staking Statement is not a rule, regulation, guidance, or statement
of the SEC, and has no legal force or effect. In addition, on March 17, 2026, the SEC issued an interpretive release (the “Interpretive
Release”), in which the SEC reached a similar conclusion with respect to certain staking activities. Although the Interpretive
Release represents the official position of the SEC, it is not itself a statute or binding rule, and a court or future administration
could take a different view.
Accordingly, there is a risk that a court
could disagree with the views expressed in the SEC Staking Statement or the Interpretive Release or that the SEC could withdraw
the statement. In that case, or if VSOL were deemed a security, there would also be a risk that a Staking Services Provider could
be deemed to be acting as a broker-dealer, on the basis that the Staking Services Provider is receiving a commission for effecting
the staking transactions and receipt of staking rewards.
Digital Asset Markets In The United
States Exist In A State Of Regulatory Uncertainty, And Adverse Legislative Or Regulatory Developments Could Significantly Harm
The Value Of SOL Or The Shares, Such As By Banning, Restricting Or Imposing Onerous Conditions Or Prohibitions On The Use Of SOL,
Staking Activity, Digital Wallets, The Provision Of Services Related To Trading And Custodying SOL, The Operation Of The Solana
Network Or The Digital Asset Markets Generally.
There is a lack of consensus regarding
the regulation of digital assets, including SOL, and their markets. As a result of the growth in the size of the digital asset
market, as well as the 2022 Events, the U.S. Congress and a number of U.S. federal and state agencies (including FinCEN, SEC, Office
of the Comptroller of the Currency, U.S. Commodity Futures Trading Commission (the “CFTC”), FINRA, the Consumer Financial
Protection Bureau, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the IRS,
state financial institution regulators and others) have been examining the operations of digital asset networks, digital asset
users and the digital asset markets. Congress is currently considering several bills relating to the regulation of digital assets
and stablecoins, which may not pass and be enacted in their present form or at all.
Many state and federal agencies have brought
enforcement actions or issued consumer advisories regarding the risks posed by digital assets to investors. Ongoing and future
regulatory actions with respect to digital assets generally or SOL in particular may alter, perhaps to a materially adverse extent,
the nature of an investment in the Shares or the ability of the Trust to continue to operate.
The 2022 Events, including among others
the bankruptcy filings of FTX and its subsidiaries, Three Arrows Capital, Celsius Network, Voyager Digital, Genesis, BlockFi and
others, and other developments in the digital asset markets, have resulted in calls for heightened scrutiny and regulation of the
digital asset industry, with a specific focus on intermediaries, such as digital asset exchanges, platforms and custodians. Federal
and state legislatures and regulatory agencies may introduce and enact new laws and regulations to regulate crypto asset intermediaries,
such as digital asset exchanges and custodians. The March 2023 collapses of Silicon Valley Bank, Silvergate Bank and Signature
Bank, which in some cases provided services to the digital assets industry, may amplify and/or accelerate these trends. On January
3, 2023, the federal banking agencies issued a joint statement on crypto-asset risks to banking organizations following
13
events
which exposed vulnerabilities in the crypto-asset sector, including the risk of fraud and scams, legal uncertainties, significant
volatility and contagion risk. Although banking organizations are not prohibited from crypto-asset related activities, the agencies
have expressed significant safety and soundness concerns with business models that are concentrated in crypto-asset related activities
or have concentrated exposures to the crypto-asset sector.
U.S. federal and state regulators,
as well as the White House, have issued reports and releases concerning crypto assets, including SOL and crypto asset
markets. Further, in 2023 the House of Representatives formed two new subcommittees: the Digital Assets, Financial Technology
and Inclusion Subcommittee and the Commodity Markets, Digital Assets, and Rural Development Subcommittee, each of which were
formed in part to analyze issues concerning crypto assets and demonstrate a legislative intent to develop and consider the
adoption of federal legislation designed to address the perceived need for regulation of and concerns surrounding the crypto
industry. However, the extent and content of any forthcoming laws and regulations are not yet ascertainable with certainty,
and it may not be ascertainable in the near future. A divided Congress makes any prediction difficult. We cannot predict how
these and other related events will affect us or the crypto asset business.
There remains substantial uncertainty regarding the regulation
of digital assets, including SOL, and their markets, notwithstanding certain recent federal interpretive actions intended to provide
additional clarity. On March 17, 2026, the SEC issued the Interpretive Release regarding the application of the federal securities
laws to certain types of digital assets and certain transactions involving digital assets., and the CFTC concurrently provided
guidance that it and its staff will administer the Commodity Exchange Act consistent with that interpretation. Among other things,
the Interpretive Release introduces a taxonomy for crypto addresses how a non-security crypto asset may become subject to, and
may cease to be subject to, an investment contract; and clarifies the application of the federal securities laws to airdrops, protocol
mining, protocol staking and the wrapping of a non-security crypto asset. Although the March 17, 2026 interpretive guidance may
provide greater clarity in certain respects, this guidance is not binding law, may be revised, and does not eliminate uncertainty,
particularly with respect to the regulatory treatment of specific activities or transactions involving crypto assets.
In August 2021, the chair of the SEC stated
that he believed investors using digital asset trading platforms are not adequately protected, and that activities on the platforms
can implicate the securities laws, commodities laws and banking laws, raising a number of issues related to protecting investors
and consumers, guarding against illicit activity and ensuring financial stability. The chair expressed a need for the SEC to have
additional authorities to prevent transactions, products and platforms from “falling between regulatory cracks,” as
well as for more resources to protect investors in “this growing and volatile sector.” The chair called for federal
legislation centering on digital asset trading, lending and decentralized finance platforms, seeking “additional plenary
authority” to write rules for digital asset trading and lending. Moreover, former President Biden’s March 9, 2022 Executive
Order, asserting that technological advances and the rapid growth of the digital asset markets “necessitate an evaluation
and alignment of the United States Government approach to digital assets,” signals an ongoing focus on digital asset policy
and regulation in the United States. A number of reports issued pursuant to the executive order have focused on various risks related
to the digital asset ecosystem, and have recommended additional legislation and regulatory oversight. There have also been several
bills introduced in Congress that propose to establish additional regulation and oversight of the digital asset markets.
It is not possible to predict whether Congress
will grant additional authorities to the SEC or other regulators, what the nature of such additional authorities might be, how
they might impact the ability of digital asset markets to function or how any new regulations that may flow from such authorities
might impact the value of digital assets generally and SOL held by the Trust specifically. The consequences of increased federal
regulation of digital assets and digital asset activities could have a material adverse effect on the Trust and the Shares.
FinCEN requires any administrator or exchanger
of convertible digital assets to register with FinCEN as a money transmitter and comply with the anti-money laundering regulations
applicable to money transmitters. Entities which fail to comply with such regulations are subject to fines, may be required to
cease operations and could have potential criminal liability. For example, in 2015, FinCEN assessed a $700,000 fine against a sponsor
of a digital asset for violating several requirements of the U.S. Bank Secrecy Act, as amended (“BSA”), by acting as
an MSB and selling the digital asset without registering with FinCEN and by failing to implement and maintain an adequate anti-money
laundering program. In 2017, FinCEN assessed a $110 million fine against BTC-e, a now defunct digital asset exchange, for similar
violations. The requirement that exchangers that do business in the U.S. register with FinCEN and comply with anti-money laundering
regulations may increase the cost of buying and selling SOL and therefore may adversely affect the price of SOL and an investment
in the Shares.
The Office of Foreign Assets Control (“OFAC”)
of the U.S. Department of the Treasury (the “U.S. Treasury Department”) has added digital currency addresses, including
on the Solana Blockchain, to the list of Specially Designated Nationals whose assets are blocked, and with whom U.S. persons are
generally prohibited from dealing. Such actions by OFAC, or by similar organizations in other jurisdictions, may introduce uncertainty
in the market as to whether SOL that has been associated with such addresses in the past can be
14
easily sold. This “tainted”
SOL may trade at a substantial discount to untainted SOL. Reduced fungibility in the SOL markets may reduce the liquidity of SOL
and therefore adversely affect their price.
In February 2020, then-U.S. Treasury Secretary
Steven Mnuchin stated that digital assets were a “crucial area” on which the U.S. Treasury Department has spent significant
time. Secretary Mnuchin announced that the U.S. Treasury Department is preparing significant new regulations governing digital
asset activities to address concerns regarding the potential use for facilitating money laundering and other illicit activities.
In December 2020, FinCEN, a bureau within the U.S. Treasury Department, proposed a rule that would require financial institutions
to submit reports, keep records and verify the identity of customers for certain transactions to or from so-called “unhosted”
wallets, also commonly referred to as self-hosted wallets. In January 2021, U.S. Treasury Secretary nominee Janet Yellen stated
her belief that regulators should “look closely at how to encourage the use of digital assets for legitimate activities while
curtailing their use for malign and illegal activities.”
Under regulations from NYDFS, businesses
involved in digital asset business activity for third parties in or involving New York, excluding merchants and consumers, must
apply for a license, commonly known as a “BitLicense,” from the NYDFS and must comply with anti-money laundering, cyber
security, consumer protection and financial and reporting requirements, among others. As an alternative to a BitLicense, a firm
can apply for a charter to become a limited purpose trust company under New York law qualified to engage in certain digital asset
business activities. Other states have considered or approved digital asset business activity statutes or rules, passing, for example,
regulations or guidance indicating that certain digital asset business activities constitute money transmission requiring licensure.
The inconsistency in applying money transmitting
licensure requirements to certain businesses may make it more difficult for these businesses to provide services, which may affect
consumer adoption of SOL and its price. In an attempt to address these issues, the Uniform Law Commission passed a model law in
July 2017, the Uniform Regulation of Virtual Currency Businesses Act, which has many similarities to the BitLicense and features
a multistate reciprocity licensure feature, wherein a business licensed in one state could apply for accelerated licensure procedures
in other states. It is still unclear, however, how many states, if any, will adopt some or all of the model legislation.
Law enforcement agencies have often relied
on the transparency of blockchains to facilitate investigations. However, certain privacy-enhancing features have been, or are
expected to be, introduced to a number of digital asset networks. If the Solana Network were to adopt any of these features, these
features may provide law enforcement agencies with less visibility into transaction-level data. For example, “privacy pools,”
zero knowledge proofs and other technologies that could enhance privacy have been discussed by participants in the Solana Network.
Europol, the European Union’s law enforcement agency, released a report in October 2017 noting the increased use of privacy-enhancing
digital assets like Zcash and Monero in criminal activity on the internet. In August 2022, OFAC banned all U.S. citizens from using
Tornado Cash, a digital asset protocol designed to obfuscate blockchain transactions, by adding certain Ethereum wallet addresses
associated with the protocol to its Specially Designated Nationals list. On October 19, 2023, FinCEN published a proposed rulemaking
to apply the authorities in Section 311 of the USA PATRIOT Act to impose requirements on financial institutions that engage in
convertible virtual currency (“CVC”) transactions with CVC mixers. The proposed rule, if adopted, would require covered
financial institutions to report to FinCEN any CVC transactions they process that involves CVC mixing within or involving a jurisdiction
outside the United States. The term “CVC mixing” covers more than just transactions that involve CVC mixers like Tornado
Cash, and seemingly could cover a broader range of conduct involving technologies, services or methods that have the effect of
obfuscating the source, destination or amount of a CVC transaction, whether or not the obfuscation was intentional. If the rule
were to be adopted as proposed and if the Solana Network were to be deemed to or were to adopt features which come within the rule’s
ambit, it could cause covered financial institutions-such as many virtual currency exchanges, or the Trust’s service providers,
such as the Cash Custodian-to reduce support for or cease offering services for SOL or to the Trust, which could impair the utility
of SOL, the value of the Shares and the Trust’s ability to operate in compliance with new laws and regulation
A Determination That SOL Or Any Other
Digital Asset Is A “ Security ” May Adversely Affect The Value Of SOL And The Value
Of The Shares, And Result In Potentially Extraordinary, Nonrecurring Expenses To, Or Termination Of, The Trust.
Depending on its characteristics, a digital
asset may be considered a “security” under the federal securities laws. The test for determining whether a particular
digital asset is a “security” is complex and difficult to apply, and the outcome is difficult to predict.
Whether a digital asset is a security under
the federal securities laws depends on whether it is included in the lists of instruments making up the definition of “security”
in the Securities Act, the Exchange Act and the Investment Company Act. Digital assets as such do not appear
in any of these lists, although each list includes the terms “investment contract” and “note,” and the
SEC has typically analyzed whether a particular digital asset is a security by reference to whether it meets the tests developed
by the federal courts interpreting these terms, known as the Howey and Reves tests, respectively.
For many digital assets, whether or not the Howey or Reves tests are met is difficult to resolve
definitively, and substantial legal arguments can often be made both in favor of and against a particular digital asset
15
qualifying
as a security under one or both of the Howey and Reves tests. Adding to the complexity, the SEC
staff has indicated that the security status of a particular digital asset can change over time as the relevant facts evolve.
In the Interpretive Release, the SEC stated
that, based on its current understanding of the digital asset markets, SOL is a “digital commodity” and not itself
a security. Although the Interpretive Release represents the official position of the SEC, it is not itself a statute or binding
rule, does not supersede or replace the Howey test, is based on the SEC’s current understanding of the digital asset markets,
and may be refined, revised or expanded. In addition, a court, regulator, or future administration could take a different view,
and future legislation, rulemaking, enforcement positions, judicial decisions or other developments could result in ether, the
Trust, the Shares or transactions involving SOL being treated differently than contemplated by the Interpretive Release. Any such
developments could adversely affect the Trust and the value of the Shares. As part of determining whether SOL is a security for
purposes of the federal securities laws, the Sponsor takes into account a number of factors, including the various definitions
of “security” under the federal securities laws and federal court decisions interpreting elements of these definitions,
such as the U.S. Supreme Court’s decisions in the Howey and Reves cases, as well as reports,
orders, press releases, public statements and speeches by the SEC and its staff providing guidance on when a digital asset may
be a security for purposes of the federal securities laws, and other materials relevant to the status of SOL as a security (or
not). Finally, the Sponsor discusses the security status of SOL with its external securities lawyers. Through this process the
Sponsor believes that it is applying the proper legal standards in making a good faith determination that it believes SOL is not
presently a security under federal law in light of the uncertainties inherent in the Howey and Reves tests.
In light of these uncertainties and the fact-based nature of the analysis, the Sponsor acknowledges that SOL may currently be a
security, based on the facts as they exist today, or may in the future be found by the SEC or a federal court to be a security
under the federal securities laws notwithstanding the Sponsor’s prior conclusion; and the Sponsor’s prior conclusion,
even if reasonable under the circumstances and made in good faith, would not preclude legal or regulatory action based on the presence
of a security.
The Sponsor may dissolve the Trust if the
Sponsor determines SOL is a security under the federal securities laws, whether that determination is initially made by the Sponsor
itself, or because the SEC or a federal court subsequently makes that determination. Because the legal tests for determining whether
a digital asset is or is not a security often leave room for interpretation, for so long as the Sponsor believes there to be good
faith grounds to conclude that the Trust’s SOL is not a security, the Sponsor does not intend to dissolve the Trust on the
basis that SOL could at some future point be determined to be a security.
In June 2023, the SEC brought charges against
Binance and Coinbase Global, and in November 2023, the SEC brought charges against Kraken, alleging that they operated unregistered
securities exchanges, brokerages and clearing agencies. In its complaints, the SEC asserted that several digital assets are securities
under the federal securities laws, including SOL. The outcomes of these proceedings, as well as ongoing and future regulatory actions,
have had a material adverse effect on the digital asset industry as a whole and on the price of SOL, and may alter, perhaps to
a materially adverse extent, the nature of an investment in the Shares and/or the ability of the Trust to continue to operate.
Any enforcement action by the SEC or a
state securities regulator finding that SOL is a security, or a court decision to that effect would be expected to have an immediate
material adverse impact on the trading value of SOL, as well as the Shares. This is because the business models behind most digital
assets are incompatible with regulations applying to transactions in securities.
If a digital asset is determined to
be a security, it is likely to become difficult or impossible for the digital asset to be traded, cleared or custodied in the
United States through the same channels used by non-security digital assets, which in addition to materially and adversely
affecting the trading value of the digital asset is likely to significantly impact its liquidity and market
participants’ ability to convert the digital asset into U.S. dollars. For example, in 2020 the SEC filed a complaint
against the issuer of XRP, Ripple Labs, Inc. and two of its executives, alleging that they raised more than $1.3 billion
through XRP sales that should have been registered under the federal securities laws, but were not. In the years prior to the
SEC’s action, XRP’s market capitalization at times reached over $140 billion. However, in the weeks following the
SEC’s complaint, XRP’s market capitalization fell to less than $10 billion, which was less than half of its
market capitalization in the days prior to the complaint. The SEC’s action against XRP’s issuer underscores the
continuing uncertainty around which digital assets are securities, and demonstrates that such factors as how long a digital
asset has been in existence, how widely held it is, how large its market capitalization is and that it has actual usefulness
in commercial transactions, ultimately may have no bearing on whether the SEC or a court will find it to be a security. There
is currently legislation that is being proposed and considered that addresses this regulatory uncertainly, but it is unclear
if the proposed legislation will be passed.
In addition, if SOL is determined to be
a security, the Trust could be considered an unregistered “investment company” under SEC rules, which could necessitate
the Trust’s liquidation. In this case, the Trust and the Sponsor may be deemed to have participated in an illegal offering
of securities and there is no guarantee that the Sponsor will be able to register the Trust under the Investment Company Act at
such time or take such other actions as may be necessary to ensure the Trust’s activities comply with applicable law, which
could force the Sponsor to liquidate the Trust.
16
Moreover, whether or not the Sponsor or
the Trust were subject to additional regulatory requirements as a result of any SEC or federal court determination that its assets
include securities, the Sponsor may nevertheless decide to terminate the Trust, in order, if possible, to liquidate the Trust’s
assets while a liquid market still exists. For example, in response to the SEC’s action against the issuer of XRP, certain
significant market participants announced they would no longer support XRP and announced measures, including the delisting of XRP
from major digital asset trading platforms. The sponsor of the Grayscale XRP Trust subsequently dissolved this trust and liquidated
its assets. If the SEC or a federal court were to determine that SOL is a security, it is likely that the value of the Shares of
the Trust would decline significantly, and that the Trust itself may be terminated and, if practical, its assets liquidated.
The SEC is adopting new rules to interpret
the statutory definitions of terms including “dealer” under sections 3(a)(5) and 3(a)(44), respectively, of the Exchange
Act which are expected to expand the scope of market participants required to register as a dealer with the SEC or become
a member of FINRA. The Sponsor is studying the impact these may have on the Trust and its arrangements with Liquidity Providers
and other service providers and counterparties. Among others, if and to the extent that SOL is classified as a security, the activities
of any Liquidity Provider of the Trust might, under some circumstances, cause it to be deemed as acting as a dealer under the new
rules and would thus require registration with the SEC. The Liquidity Provider may instead decide to terminate its role as Liquidity
Provider of the Trust and the Trust’s operations in relation to creations and redemptions of Baskets could be significantly
impacted, the Trust could dissolve (including at a time that is potentially disadvantageous to Shareholders) and the value of the
Shares or an investment in the Trust could be affected. Further, if and to the extent that SOL is classified as a security and
the new rules require a broader range of digital asset market participants to register with the SEC or cease operations in the
U.S. market, there could be significant negative impacts on the broader digital asset markets, the price of digital assets such
as SOL and therefore the value of the Shares.
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.
Current and future legislation, SEC and
CFTC rulemaking, and other regulatory developments may impact the manner in which SOL are treated for classification and clearing
purposes. In particular, although the Interpretive Release classified SOL as a digital commodity and not a security under the federal
securities laws, SOL may nonetheless in the future be classified by the CFTC as a “commodity interest” under the CEA.
Alternatively, in the future a court or a future SEC administration could conclude that SOL is a “security” under U.S.
federal securities laws. The Sponsor and the Trust cannot be certain as to how future regulatory developments will impact the treatment
of SOL under the law. In the face of such developments, the required registrations and compliance steps may result in extraordinary,
nonrecurring expenses to the Trust. If the Sponsor decides to terminate the Trust in response to the changed regulatory circumstances,
the Trust may be dissolved or liquidated at a time that is disadvantageous to Shareholders.
The SEC has stated that certain digital
assets may be considered “securities” under the federal securities laws. The test for determining whether a particular
digital asset is a “security” is complex and the outcome is difficult to predict. If SOL is in the future determined
to be a “security” under federal or state securities laws by the SEC or any other agency, or in a proceeding in a court
of law or otherwise, it would likely have material adverse consequences for the value of SOL. For example, it may become more difficult
or impossible for SOL to be traded, cleared and custodied in the United States as compared to other digital assets that are not
considered to be securities, which could in turn negatively affect the liquidity and general acceptance of SOL and cause users
to migrate to other digital assets.
To the extent that SOL is determined to
be a security, the Trust and the Sponsor may also be subject to additional regulatory requirements, including under the 1940 Act,
and the Sponsor may be required to register as an investment adviser under the Investment Advisers Act of 1940, as amended (the
“Advisers Act”). If the Sponsor determines not to comply with such additional regulatory and registration requirements,
the Sponsor will terminate the Trust. Any such termination could result in the liquidation of the Trust’s SOL at a time that
is disadvantageous to Shareholders.
To the extent that SOL is deemed to fall
within the definition of a “commodity interest” under the CEA, the Trust and the Sponsor may be subject to additional
regulation under the CEA and CFTC regulations. These additional requirements may result in extraordinary, recurring and/or nonrecurring
expenses of the Trust, thereby materially and adversely impacting the Shares. If the Sponsor and/or the Trust determines not to
comply with such additional regulatory and registration requirements, the Sponsor may terminate the Trust. Any such termination
could result in the liquidation of the Trust’s SOL at a time that is disadvantageous to Shareholders.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds.
a) None.
17
b) Not applicable.
c) 425,000 Shares (17 Baskets) were redeemed during the quarter
ended March 31, 2026.
Period
Total Number of Shares
Redeemed
Average Per
Share
01/01/26 to 01/31/26
-
$
-
02/01/26 to 02/28/26
200,000
11.49
03/01/26 to 03/31/26
225,000
11.36
Total
425,000
$
11.42
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.
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
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
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 Annual Report on Form 10-K filed by the Registrant on March 30, 2026
10.5
Transfer
Agency Agreement incorporated by reference to Exhibit 10.5 of the Annual Report on Form 10-K filed by the Registrant on March
30, 2026
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 Annual Report on Form 10-K filed by the Registrant on March
30, 2026
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
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 September 26, 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
18
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.
19
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: May 14, 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.
20
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.