Asfiled with the Securities and Exchange Commission on November 21, 2024.

RegistrationNo. 333-_________

UNITEDSTATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT
UNDER
THE SECURITIES ACT OF 1933

BitwiseSolana ETF

(Exactname of registrant as specified in its charter)

c/oBitwise Investment Advisers, LLC
250 Montgomery Street, Suite 200
San Francisco, California 94104
(415) 707-3663
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices and for service of process purposes)

Copiesto:

Richard Coyle, Esq.

JamesAudette, Esq.
Chapman and Cutler LLP

320South Canal Street, 27^th Floor

Chicago,Illinois 60606

(312)845-3724

KatherineDowling, Esq.
Bitwise Investment Advisers, LLC
250 Montgomery Street, Suite 200
San Francisco, California 94104
(415) 707-3663

Approximatedate of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933 check the following box: ☒

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering: ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicateby check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, 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.

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

Theregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such dateas the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Theinformation in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statementfiled with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is notsoliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subjectto Completion

PreliminaryProspectus dated November 21, 2024

PROSPECTUS

Shares

BitwiseSolana ETF

TheBitwise Solana ETF (the “Trust”) is an exchange-traded product that issues common shares of beneficial interest (“Shares”)that are anticipated to be listed on Cboe BZX Exchange, Inc. (the “Exchange”) under the ticker symbol “_____.”The Trust’s investment objective is to seek to provide exposure to the value of Solana held by the Trust, less the expenses ofthe Trust’s operations and other liabilities. In seeking to achieve its investment objective, the Trust will hold Solana and establishits net asset value (“NAV”) by reference to the CME CF Solana – Dollar Reference Rate – New York Variant (“PricingBenchmark”). The Pricing Benchmark is calculated by CF Benchmarks Ltd. (the “Benchmark Provider”) based on an aggregationof executed trade flow of major Solana trading platforms (“Constituent Platforms”). The Trust is sponsored and managed byBitwise Investment Advisers, LLC (the “Sponsor”).

TheTrust will pay to the Sponsor a unitary management fee of 0.____% per annum of the Trust’s Solana holdings (the “SponsorFee”).

Whenthe Trust creates or redeems its Shares, it will do so in blocks of 10,000 Shares (each, a “Basket”) based on the quantityof Solana attributable to each Share of the Trust (net of accrued but unpaid expenses and liabilities) multiplied by the number of Shares(10,000) comprising a Basket (the “Basket Amount”). For an order to create (purchase) a Basket, the purchase shall be inthe amount of U.S. dollars needed to purchase the Basket Amount (plus a per-order transaction fee), as calculated by the Administrator(as defined below). For an order to redeem a Basket, the Sponsor shall arrange for the Basket Amount of Solana to be sold and the cashproceeds (minus a per-order transaction fee) distributed. The Trust only creates and redeems Baskets in transactions with financial firmsthat are authorized to purchase or redeem Shares with the Trust (each, an “Authorized Participant”). Shares initially comprisingthe same Basket but offered by the Authorized Participants to the public at different times may have different offering prices that dependon various factors, including the supply and demand for Shares, the value of the Trust’s assets, and market conditions at the timeof a transaction. Investors who buy or sell Shares during the day from their broker may do so at a premium or discount relative to theNAV of the Shares.

BitwiseAsset Management, Inc., the parent of the Sponsor, served as seed capital investor to the Trust (the “Seed Capital Investor”).The Seed Capital Investor agreed to purchase $________ in Shares on ________, and on ________ took delivery of __ Shares at a per-Shareprice of $___ (the “Seed Shares”). The $_____ the Trust received in consideration for the sale of the Seed Shares servedas the basis of the audit described in the sections entitled “REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” and“STATEMENT OF FINANCIAL CONDITION.”

BitwiseInvestment Manager, LLC, an affiliate of the Sponsor, is expected to purchase the initial Baskets of Shares for $____________, at a per-Shareprice of $__ for these ________ Shares (the “Seed Baskets”). Such proceeds are expected to be used by the Trust to purchaseSolana at or prior to the listing of Shares on the Exchange. Bitwise Investment Manager, LLC will act as a statutory underwriter in connectionwith the initial purchase of the Seed Baskets.

Neitherthe Trust, nor the Sponsor, nor the Solana Custodian (defined below), nor any other person associated with the Trust will, directly orindirectly, engage in actions where any portion of the Trust’s Solana is used to earn additional Solana or generate income or otherearnings.

Investorswho decide to buy or sell Shares of the Trust will place their trade orders through their brokers and may incur customary brokerage commissionsand charges. Prior to this offering, there has been no public market for the Shares. Investing in the Trust involves risks similar tothose involved with an investment directly in Solana and other significant risks. See “RISK FACTORS” beginning on page10.

Theoffering of the Shares is registered with the U.S. Securities and Exchange Commission (“SEC”) in accordance with the SecuritiesAct of 1933 (the “1933 Act”). The Trust intends to issue Shares on a continuous basis and is registering an indeterminatenumber of Shares. The offering is intended to be a continuous offering and is not expected to terminate until three years from the dateof the original offering, unless extended as permitted by applicable rules under the 1933 Act. The Trust is not a fund registered orsubject to regulation under the Investment Company Act of 1940. The Trust is not a commodity pool for purposes of the Commodity ExchangeAct of 1936, and the Sponsor is not subject to regulation by the Commodity Futures Trading Commission as a commodity pool operator ora commodity trading adviser.

ANINVESTMENT IN THE TRUST MAY NOT BE SUITABLE FOR INVESTORS THAT ARE NOT IN A POSITION TO ACCEPT MORE RISK THAN MAY BE INVOLVED WITH OTHEREXCHANGE-TRADED PRODUCTS THAT DO NOT HOLD Solana OR INTERESTS RELATED TO SOLANA. THE SHARES ARE SPECULATIVE SECURITIES. THEIR PURCHASEINVOLVES A HIGH DEGREE OF RISK AND YOU COULD LOSE YOUR ENTIRE INVESTMENT. YOU SHOULD CONSIDER ALL RISK FACTORS BEFORE INVESTING IN THETRUST. PLEASE REFER TO “RISK FACTORS” BEGINNING ON PAGE 10.

NEITHERTHE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED IN THISPROSPECTUS, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Thedate of this Prospectus is _____________, 2024

TABLEOF CONTENTS

ThisProspectus contains information you should consider when making an investment decision about the Shares. You may rely on the informationcontained in this Prospectus. The Trust and the Sponsor have not authorized any person to provide you with different information and,if anyone provides you with different or inconsistent information, you should not rely on it. This Prospectus is not an offer to sellthe Shares in any jurisdiction where the offer or sale of the Shares is not permitted.

Until__________, 2024 (25 days after the date of this Prospectus), all dealers effecting transactions in the Shares, whether or not participatingin this distribution, may be required to deliver a prospectus. This requirement is in addition to the obligations of dealers to delivera prospectus when acting as underwriters and with respect to unsold allotments or subscriptions. The Sponsor first intends to use thisProspectus on ___________, 2024.

TheShares are not registered for public sale in any jurisdiction other than the United States.

STATEMENTREGARDING FORWARD-LOOKING STATEMENTS

ThisProspectus includes “forward-looking statements” that generally relate to future events or future performance. In some cases,you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “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 inthis Prospectus that address activities, events, or developments that will or may occur in the future, including such matters as movementsin the digital asset markets, the Trust’s operations, the Sponsor’s plans, and references to the Trust’s future successand other similar matters, are forward-looking statements. These statements are only predictions. Actual events or results may differmaterially. These statements are based upon certain assumptions and analyses the Sponsor has made based on its perception of historicaltrends, current conditions, and expected future developments, as well as other factors appropriate in the circumstances.

Whetheror not actual results and developments will conform to the Sponsor’s expectations and predictions is subject to a number of risksand uncertainties, including:

See“RISK FACTORS.” Consequently, all the forward-looking statements made in this prospectus are qualified by these cautionarystatements, and there can be no assurance that the actual results or developments the Sponsor anticipates will be realized or, even ifsubstantially realized, that they will result in the expected consequences to, or have the expected effects on, the Trust’s operationsor the value of the Shares. Neither the Trust nor the Sponsor is under a duty to update any of the forward-looking statements to conformsuch statements to actual results or to reflect a change in the Sponsor’s expectations or predictions.

EMERGINGGROWTH COMPANY STATUS

TheTrust is an "emerging growth company"as that term is used in the Jumpstart Our Business Startups Act (the "JOBSAct") and, as such, may elect to comply with certain reduced reporting requirements.For as long as the Trust is an emerging growth company, unlike other public companies, it will not be required to:

TheTrust will cease to be an “emerging growth company” upon the earliest of (i) when it has $1.0 billion or more in annual revenues;(ii) when it is deemed to be a large accelerated filer under Rule 12b-2 promulgated pursuant to the Securities Exchange Act of 1934;(iii) when it issues more than $1.0 billion of non-convertible debt over a three-year period; or (iv) the last day of the fiscal yearfollowing the fifth anniversary of its initial public offering.

Inaddition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period providedin Section 7(a)(2)(B) of the Securities Act of 1933 for complying with new or revised accounting standards. In other words, an emerginggrowth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies;however, the Trust is choosing to “opt out” of such extended transition period, and as a result, the Trust will comply withnew or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.Section 107 of the JOBS Act provides that the Trust’s decision to opt out of the extended transition period for complying withnew or revised accounting standards is irrevocable.

RiskFactors

Youshould consider carefully the risks described below before making an investment decision. You should also refer to the other informationincluded in this Prospectus, as well as information found in documents incorporated by reference in this Prospectus, before you decideto purchase any Shares. These risk factors may be amended, supplemented or superseded from time to time by risk factors contained inany periodic report, prospectus supplement, post-effective amendment or in other reports filed with the SEC in the future.

RisksRelated to Digital Assets

Adetermination that Solana or any other digital asset is a “security” may adversely affect the price of Solana and the valueof the Shares, and result in potentially extraordinary, nonrecurring expenses to, or termination of, the Trust.

Dependingon its characteristics, a digital asset, including Solana, may be considered a “security” under U.S. federal securities laws.The test for determining whether a particular digital asset is a “security” is complex and difficult to apply, and the outcomeis difficult to predict. Public, though non-binding, statements by senior officials at the SEC have indicated that the SEC does not currentlyconsider bitcoin to be a security. While publicly non-committal on ether’s status a security, there is reason to believe that theSEC has also concluded that ether is not a security. The SEC staff has also provided informal assurances via no-action letter to a handfulof promoters that their digital assets are not securities.

Onthe other hand, the SEC has brought enforcement actions against the issuers and promoters of several other digital assets on the basisthat the digital assets in question are securities. More recently, the SEC has also brought enforcement actions against digital assettrading platforms for allegedly operating unregistered securities exchanges on the basis that certain of the digital assets traded ontheir platforms are securities. For example, in June 2023, the SEC brought suit against two of the largest operators of digital assettrading platforms in Securities and Exchange Commission v. Binance Holdings Ltd., et al (the “Binance Complaint”) and Securitiesand Exchange Commission v. Coinbase, Inc., and Coinbase Global, Inc. (the “Coinbase Complaint”), alleging that Binance andCoinbase had solicited U.S. investors to buy, sell, and trade “crypto asset securities” through their unregistered tradingplatforms and operated unregistered securities exchanges, brokerages and clearing agencies. The Binance Complaint and the Coinbase Complainthave led, and may in the future lead, to further volatility in digital asset prices.

Whethera digital asset is a security under the U.S. federal securities laws depends on whether it is included in the lists of instruments makingup the definition of “security” in the Securities Act, the Securities Exchange Act of 1934 (the “Exchange Act”)and the Investment Company Act. Digital assets do not appear in any of these lists, although each list includes the terms “investmentcontract” and “note,” and the SEC has typically analyzed whether a particular digital asset is a security by referenceto 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, andsubstantial legal arguments can often be made both in favor of and against a particular digital asset qualifying as a security underone or both of the Howey and Reves tests. Adding to the complexity, the SEC staff has indicated that the security status of a particulardigital asset can change over time as the relevant facts evolve.

Ifthe Sponsor determines that Solana is a security under the U.S. federal securities laws, whether that determination is initially madeby the Sponsor itself, or because a federal court upholds an allegation that Solana is a security, the Sponsor does not intend to permitthe Trust to continue holding Solana in a way that would violate the federal securities laws (and therefore would either dissolve theTrust or potentially seek to operate the Trust in a manner that complies with the federal securities laws, including the Investment CompanyAct).

Anyenforcement action by the SEC or a state securities regulator asserting that Solana is a security, or a court decision to that effect,would be expected to have an immediate material adverse impact on the trading price of Solana, as well as the Shares. This is becausethe business models behind most digital assets are incompatible with regulations applying to transactions in securities. If a digitalasset is determined to be a security, it is likely to become difficult or impossible for the digital asset to be traded, cleared or custodiedin the United States through the same channels used by non-security digital assets, which in addition to materially and adversely affectingthe trading value of the digital asset is likely to significantly impact its liquidity and market participants’ ability to convertthe digital asset into U.S. dollars. Any assertion that a digital asset is a security by the SEC or another regulatory authority mayhave similar effects.

IfSolana is found by a court or other regulatory body to be a security, the Trust could be considered an unregistered “investmentcompany” under the Investment Company Act of 1940, which could necessitate the Trust’s liquidation under the terms of theTrust Agreement. Furthermore, the Trust could be considered to be engaged in a distribution (i.e., a public offering) of unregisteredsecurities in violation of Section 5 of the Securities Act, which could impose significant civil and criminal liability on the Trust.There is no guarantee that a court of regulatory body will agree with the Trust’s assessment of Solana as a non-security.

Moreover,whether or not the Sponsor or the Trust were subject to additional regulatory requirements as a result of any determination that itsassets include securities, the Sponsor may nevertheless decide to terminate the Trust, in order, if possible, to liquidate the Trust’sassets while a liquid market still exists. If the SEC or a federal court were to determine that Solana is a security, it is likely thatthe value of the Shares of the Trust would decline significantly. Furthermore, if a federal court upholds an allegation that Solana isa security, the Trust itself may be terminated and, if practical, its assets liquidated.

Thetrading prices of many digital assets, including Solana, have experienced extreme volatility in recent periods and may continue to doso. Extreme volatility in the future, including further declines in the trading price of Solana, could have a material adverse effecton the value of the Shares and the Shares could lose all or substantially all of their value.

Theprice of Solana as determined by the Solana market has experienced periods of extreme volatility and may be influenced by a wide varietyof factors. Speculators and investors who seek to profit from trading and holding Solana generate a significant portion of Solana demand.Such speculation regarding the potential future appreciation in the value of Solana may cause the price of Solana to increase.

Conversely,a decrease in demand for or speculative interest regarding Solana may cause the price to decline. The volatility of the price of Solana,particularly arising from speculative activity, may have a negative impact on the performance of the Trust.

Manydigital assets, including Solana, were only introduced within the past decade, and the medium-to-long-term value of the Shares is subjectto a number of factors relating to the capabilities and development of blockchain technologies and to the fundamental investment characteristicsof digital assets.

Manydigital assets, including Solana, were only introduced within the past decade, and the medium-to-long-term value of the Shares is subjectto a number of factors relating to the capabilities and development of blockchain technologies, such as the recentness of their development;their dependence on the internet and other technologies; their dependence on the role played by users, developers and validators; andthe potential for malicious activity. For example, the realization of one or more of the following risks could materially adversely affectthe value of the Shares:

Moreover,because digital assets, including Solana, have been in existence for a relatively short period of time and are continuing to develop,there may be additional risks in the future that are impossible to predict as of the date of this Prospectus.

Digitalassets represent a new and rapidly evolving industry, and the value of the Shares depends on the acceptance of Solana.

Thefirst major blockchain-based digital asset, bitcoin, was launched in 2009. The Solana Network launched in 2020. In general, digital assetnetworks, including the Solana Network and other cryptographic and algorithmic protocols governing the issuance of digital assets representa new and rapidly evolving industry that is subject to a variety of factors that are difficult to evaluate. For example, the realizationof one or more of the following risks could materially adversely affect the value of the Shares:

TheTrust is not actively managed and will not have any formal strategy relating to the development of the Solana Network and will not attemptto avoid or mitigate losses caused by declines in the price of Solana.

Recentdevelopments in the digital asset economy have led to extreme volatility and disruption in digital asset markets, a loss of confidencein participants of the digital asset ecosystem, significant negative publicity surrounding digital assets broadly and market-wide declinesin liquidity.

Thetrading prices of many digital assets, including Solana, have experienced extreme volatility in recent periods and may continue to doso. For instance, there were steep increases in the value of certain digital assets, including Solana, over the course of 2021, and multiplemarket observers asserted that digital assets were experiencing a “bubble.” These increases were followed by steep drawdownsthroughout 2022 in digital asset trading prices, including for Solana. These episodes of rapid price appreciation followed by steep drawdownshave occurred multiple times throughout Solana’s history. Over the course of 2023, Solana prices have continued to exhibit extremevolatility.

Extremevolatility may persist and the value of the Shares may significantly decline in the future without recovery. The digital asset marketsmay still be experiencing a bubble or may experience a bubble again in the future. For example, in the first half of 2022, each of CelsiusNetwork, Voyager Digital Ltd., and Three Arrows Capital declared bankruptcy, resulting in a loss of confidence in participants of thedigital asset ecosystem and negative publicity surrounding digital assets more broadly. In November 2022, FTX Trading Ltd. (“FTX”),one of the largest digital asset exchanges by volume at the time, halted customer withdrawals amid rumors of the company’s liquidityissues and likely insolvency, which were subsequently corroborated by its CEO. Shortly thereafter, FTX’s CEO resigned and FTX andmany of its affiliates filed for bankruptcy in the United States, while other affiliates have entered insolvency, liquidation, or similarproceedings around the globe, following which the U.S. Department of Justice brought criminal fraud and other charges, and the SEC andCFTC brought civil securities and commodities fraud charges, against certain of FTX’s and its affiliates’ senior executives,including its former CEO. In addition, several other entities in the digital asset industry filed for bankruptcy following FTX’sbankruptcy filing, such as BlockFi Inc. and Genesis Global Capital, LLC (“Genesis”). In response to these events (collectively,the “2022 Events”), the digital asset markets have experienced extreme price volatility and other entities in the digitalasset industry have been, and may continue to be, negatively affected, further undermining confidence in the digital asset markets.

Somesources report the price of Solana declined 94% overall in 2022, including over 50% in the two months following FTX’s declarationof bankruptcy. The 2022 events have also negatively impacted the liquidity of the digital asset markets as certain entities affiliatedwith FTX engaged in significant trading activity. If the liquidity of the digital asset markets continues to be negatively impacted bythese events, digital asset prices, including Solana, may continue to experience significant volatility or price declines and confidencein the digital asset markets may be further undermined. In addition, regulatory and enforcement scrutiny has increased, including from,among others, the Department of Justice, the SEC, the CFTC, the White House and Congress, as well as state regulators and authorities.These events are continuing to develop, and the full facts are continuing to emerge. It is not possible to predict at this time all ofthe risks that they may pose to the Trust, its service providers or to the digital asset industry as a whole.

Extremevolatility in the future, including further declines in the trading prices of Solana, could have a material adverse effect on the valueof the Shares and the Shares could lose all or substantially all of their value. Furthermore, negative perception, a lack of stabilityand standardized regulation in the digital asset economy may reduce confidence in the digital asset economy and may result in greatervolatility in the price of Solana and other digital assets, including a depreciation in value. The Trust is not actively managed andwill not take any actions to take advantage, or mitigate the impacts, of volatility in the price of Solana.

Proof-of-stakeblockchains are a relatively recent innovation and have not been subject to as widespread use or adoption over as long of a period oftime as traditional proof-of-work blockchains.

Certaindigital assets, such as bitcoin, use a “proof-of-work” consensus algorithm. The genesis block on the Bitcoin blockchain wasmined in 2009, and Bitcoin’s blockchain has been in operation since then. Many newer blockchains enabling smart contract functionality,including the current Ethereum network following the completion of the Merge in 2022, use a newer consensus algorithm known as “proof-of-stake.”While their proponents believe that they may have certain advantages, the “proof-of-stake” consensus mechanisms and governancesystems underlying many newer blockchain protocols, including the Solana Network, and their associated digital assets – includingthe Solana held by the Trust – have not been tested at scale over as long of a period of time or subject to as widespread use oradoption as, for example, Bitcoin’s proof-of-work consensus mechanism has. This could lead to these blockchains, and their associateddigital assets, having undetected vulnerabilities, structural design flaws, suboptimal incentive structures for network participants(e.g., validators), technical disruptions, or a wide variety of other problems, any of which could cause these blockchains not to functionas intended, lead to outright failure to function entirely causing a total outage or disruption of network activity, or to suffer otheroperational problems or reputational damage, leading to a loss of users or adoption or a loss in value of the associated digital assets,including the Trust’s assets. Over the long term, there can be no assurance that the proof-of-stake blockchain on which the Trust’sassets rely will achieve widespread scale or adoption or perform successfully; any failure to do so could negatively impact the valueof the Trust’s assets.

TheSolana Protocol was only conceived in 2017 and the Solana Protocol or its proof-of-history timestamping mechanism may not function asintended, which could have an adverse impact on the value of Solana and an investment in the Shares.

TheSolana protocol was first conceived by Anatoly Yakovenko in a 2017 whitepaper, and introduced the Proof-of-History (“PoH”)timestamping mechanism. PoH is a timestamping mechanism that automatically orders on-chain transactions by creating a historical recordthat proves an event has occurred at a specific moment in time. PoH is intended to provide a transaction processing speed and capacityadvantage over other blockchain networks like Bitcoin and Ethereum, which rely on sequential production of blocks and can lead to delayscaused by validator confirmations.

PoHis a new blockchain technology that is not widely used, and may not function as intended. For example, it may require more specializedequipment to participate in the network and fail to attract a significant number of users. In addition, there may be flaws in the cryptographyunderlying PoH or the Solana protocol, including flaws that affect functionality of the Solana Network or make the network vulnerableto attack.

Forexample, on September 14, 2021, the Solana Network experienced a significant disruption, later attributed to a type of denial of serviceattack, and was offline for 17 hours, only returning to full functionality 24 hours later. The development of the Solana Network is ongoingand any further disruption could have a material adverse effect on the value of Solana and an investment in the Shares.

Digitalasset networks face significant scaling challenges and efforts to increase the volume and speed of transactions may not be successful.

Manydigital asset networks, including the Solana Network, face significant scaling challenges due to the fact that public blockchains generallyface a tradeoff between security and scalability. One means through which public blockchains achieve security is decentralization, meaningthat no intermediary is responsible for securing and maintaining these systems. For example, a greater degree of decentralization generallymeans a given digital asset network is less susceptible to manipulation or capture. Achieving decentralization may mean that every singlenode on a given digital asset network is responsible for securing the system by processing every transaction and every single full nodeis responsible for maintaining a copy of the entire state of the network. However, this may involve tradeoffs from an efficiency perspective,and impose constraints on throughput. A digital asset network may be limited in the number of transactions it can process by the factthat all validators participate in validating in each block and the capabilities of each single fully participating node. Many developersare actively researching and testing scalability solutions for public blockchains that do not necessarily result in lower levels of securityor decentralization, such as off-chain payment channels. Off-chain payment channels would allow parties to transact without requiringthe full processing power of a blockchain.

Asof ________, 20__, the Solana Network handled approximately [3,000] transactions per second. In an effort to increase the volume of transactionsthat can be processed on a given digital asset network, many digital assets are being upgraded with various features to increase thespeed and throughput of digital asset transactions.

Ascorresponding increases in throughput lag behind growth in the use of digital asset networks, average fees and settlement times may increaseconsiderably. Since inception, Solana transaction fees have stood at a fixed rate of 0.000005 Solana per transaction. Increased feesand decreased settlement speeds could preclude certain uses for Solana (e.g., micropayments) and could reduce demand for, and the priceof, Solana, which could adversely impact the value of the Shares.

Thereis no guarantee that any of the mechanisms in place or being explored for increasing the scale of settlement of Solana Network transactionswill be effective, or how long these mechanisms will take to become effective, which could adversely impact the value of the Shares.

Therapid development of other competing scalability solutions, such as those which would rely on handling the bulk of computational workrelating to transactions or smart contracts and DApps outside of the main Solana Network and Solana blockchain, has caused alternativesto sharding to emerge. “Layer 2” is a collective term for solutions which are designed to help increase throughput and reducetransaction fees by handling or validating transactions off the main Solana Network (known as “Layer 1") and then attemptingto take advantage of the perceived security and integrity advantages of the Layer 1 Solana Network by uploading the transactions validatedon the Layer 2 protocol back to the Layer 1 Solana Network. The details of how this is done vary significantly between different Layer2 technologies and implementations. For example, “rollups” perform transaction execution outside the Layer 1 Solana Networkand then post the data, typically in batches, back to the Layer 1 Solana Network where consensus is reached. “Zero knowledge rollups”are generally designed to run the computation needed to validate the transactions off-chain, on the Layer 2 protocol, and submit a proofof validity of a batch of transactions (not the entire transactions themselves) that is recorded on the Layer 1 Solana Network. By contrast,“optimistic rollups” assume transactions are valid by default and only run computation, via a fraud proof, in the event ofa challenge. Other proposed Layer 2 scaling solutions include, among others, “state channels”, which are designed to allowparticipants to run a large number of transactions on the Layer 2 side channel protocol and only submit two transactions to the mainLayer 1 Solana Network (the transaction opening the state channel, and the transaction closing the channel), “side chains”,in which an entire Layer 2 blockchain network with similar capabilities to the existing Layer 1 Solana Network runs in parallel withthe existing Layer 1 Solana Network and allows smart contracts and DApps to run on the Layer 2 side chain without burdening the mainLayer 1 network, and others. To date, the Solana Network community has not coalesced overwhelmingly around any particular Layer 2 solution,though this could change.

Manydevelopers are actively researching and testing scalability solutions for public blockchains. However, there is no guarantee that anyof the mechanisms in place or being explored for increasing speed and throughput of settlement of the Solana Network transactions willbe effective, which could cause the Solana Network to not adequately resolve scaling challenges and adversely impact the adoption ofSolana and the Solana Network and the value of the Shares. There is no guarantee that any potential scaling solution, whether a changeto the Layer 1 Solana Network like sharding or the introduction of a Layer 2 solution like rollups, state channels or side chains, willachieve widespread adoption. It is possible that proposed changes to the Layer 1 Solana Network could divide the community, potentiallyeven causing a hard fork, or that the decentralized governance of the Solana Network causes network participants to fail to coalesceoverwhelmingly around any particular solution, causing the Solana Network to suffer reduced adoption or causing users or validators tomigrate to other blockchain networks. It is also possible that scaling solutions could fail to work as intended, could suffer from centralizationconcerns, or could introduce bugs, coding defects or flaws, security risks, or other problems that could cause them to suffer operationaldisruptions. Alternatively, if a widely-used Layer 2 network were to fail, it could reduce demand for Solana because it would eliminatea source of demand for using Solana to record transactions from the Layer 2 onto the Layer 1 Solana Network. Any of the foregoing couldadversely affect the price of Solana or the value of the Shares of the Trust.

Failureof funds that hold digital assets to receive SEC approval to list their shares on exchanges could adversely affect the value of the Shares.

Therehave been a growing a number of attempts to list on national securities exchanges the shares of funds that hold digital assets. Theseinvestment vehicles attempt to provide institutional and retail investors exposure to markets for digital assets and related products.The exchange listing of shares of digital asset funds would create more opportunities for institutional and retail investors to investin the digital asset market. However, the SEC has repeatedly denied such requests. If exchange-listing requests continue to be deniedby the SEC, increased investment interest by institutional or retail investors could fail to materialize, which could reduce the demandfor digital assets generally and therefore adversely affect the value of the Shares.

RisksAssociated with Solana and the Solana Network

Thevalue of the Shares relates directly to the price of Solana, which may be highly volatile and subject to fluctuations due to a numberof factors.

Thevalue of the Shares relates directly to the value of the Solana held by the Trust and fluctuations in the price of Solana could adverselyaffect the value of the Shares. The market price of Solana may be highly volatile, and subject to a number of factors, including:

Althoughreturns from investing in Solana have at times diverged from those associated with other asset classes to a greater or lesser extent,there can be no assurance that there will be any such divergence in the future, either generally or with respect to any particular assetclass, or that price movements will not be correlated. In addition, there is no assurance that Solana will maintain its value in thelong, intermediate, short, or any other term. In the event that the price of Solana declines, the Sponsor expects the value of the Sharesto decline proportionately.

Theprice of the Shares of the Trust is represented by the Pricing Benchmark that may also be subject to momentum pricing due to speculationregarding future appreciation in value of Solana, leading to greater volatility that could adversely affect the value of the Shares.Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public,accounts for future appreciation in value, if any. The Sponsor believes that momentum pricing of Solana has resulted, and may continueto result, in speculation regarding future appreciation in the value of Solana, inflating and making the Pricing Benchmark more volatile.As a result, Solana may be more likely to fluctuate in value due to changing investor confidence, which could impact future appreciationor depreciation in the Pricing Benchmark and could adversely affect the value of the Trust.

TheTrust is not actively managed and does not and will not have any strategy relating to the development of the Solana Network, nor willthe Trust seek to avoid or mitigate losses from declines in the Solana price. Furthermore, the impact of the expansion of the Trust’sSolana holdings on the digital asset industry and the Solana Network is uncertain. A decline in the popularity or acceptance of the SolanaNetwork, or the value of Solana, would harm the value of the Trust.

Solanais a relatively new technological innovation with a limited operating history.

Solanahas a relatively limited history of existence and operations. There is a limited established performance record for the price of Solanaand, in turn, a limited basis for evaluating an investment in Solana. Although past performance is not necessarily indicative of futureresults, if Solana had a more established history, such history might (or might not) provide investors with more information on whichto evaluate an investment in the Trust.

Blockchaintechnologies are based on theoretical conjectures as to the impossibility of solving certain cryptographical puzzles quickly. These premisesmay be incorrect or may become incorrect due to technological advances.

Blockchaintechnologies are premised on theoretical conjectures as to the impossibility, in practice, of solving certain mathematical problems quickly.Those conjectures remain unproven, however, and mathematical or technological advances could conceivably prove them to be incorrect.Blockchain technology companies may also be negatively affected by cryptography or other technological or mathematical advances, suchas the development of quantum computers with significantly more power than computers presently available, that undermine or vitiate thecryptographic consensus mechanism underpinning the Solana blockchain and other distributed ledger protocols. If either of these eventswere to happen, markets that rely on blockchain technologies, such as the Solana Network, could quickly collapse, and an investment inthe Trust may be adversely affected.

Thevalue of the Shares depends on the development and acceptance of the Solana Network. The slowing or stopping of the development or acceptanceof the Solana Network may adversely affect an investment in the trust.

Digitalassets such as Solana were only introduced within the past 15 years, and the medium to long term value of the Shares is subject to anumber of factors over time relating to the capabilities and development of blockchain technologies, such as the recentness of theirdevelopment, their dependence on the internet and other technologies, their dependence on the role played by users, developers validatorsand the potential for malicious activity. Solana itself was conceived only in 2017, and first sold in 2018. For example, the realizationof one or more of the following risks could materially adversely affect the value of the Shares: digital asset networks, including theSolana peer-to-peer network and associated blockchain ledger (such blockchain, the “Solana blockchain” and together withthe peer-to-peer network, the “Solana Network” or “Layer 1 Solana Network”), and the software used to operatethem are in the early stages of development. Given the recentness of the development of digital asset networks, digital assets may notfunction as intended and parties may be unwilling to use digital assets, which would dampen the growth, if any, of digital asset networks.Because Solana is a digital asset, the value of the Shares is subject to a number of factors relating to the fundamental investment characteristicsof digital assets, including the fact that digital assets are bearer instruments and loss, theft, compromise, or destruction of the associatedprivate keys could result in permanent loss of the asset.

TheSolana Network, including the cryptographic and algorithmic protocols associated with the operation of the Solana blockchain, has onlybeen in existence since 2017, and Solana markets have a limited performance record, making them part of a new and rapidly evolving industrythat is subject to a variety of factors that are difficult to evaluate. For example, the following are some of the risks could materiallyadversely affect the value of the Shares:

Moreover,because digital assets, including Solana, have been in existence for a short period of time and are continuing to develop, there maybe additional risks in the future that are impossible to predict as of the date of this Prospectus.

Smartcontracts, including those relating to DeFi applications, are a new technology and their ongoing development and operation may resultin problems, which could reduce the demand for Solana or cause a wider loss of confidence in the Solana Network, either of which couldhave an adverse impact on the value of sol.

Smartcontracts are programs that run on the Solana blockchain that execute automatically when certain conditions are met. Since smart contractstypically cannot be stopped or reversed, vulnerabilities in their programming can have damaging effects. For example, in June 2016, avulnerability in the smart contracts underlying the DAO, a distributed autonomous organization for venture capital funding on the Ethereumnetwork, allowed an attack by a hacker to syphon approximately $60 million worth of ETH from The DAO’s accounts into a segregatedaccount. In the aftermath of the theft, certain core developers and contributors pursued a “hard fork” of the Ethereum Networkin order to erase any record of the theft. Despite these efforts, the price of ETH reportedly dropped approximately 35% in the aftermathof the attack and subsequent hard fork. In addition, in July 2017, a vulnerability in a smart contract for a multi-signature wallet softwaredeveloped by Parity led to a reportedly $30 million theft of ETH, and in November 2017, a new vulnerability in Parity’s walletsoftware reportedly led to roughly $160 million worth of ETH being indefinitely frozen in an account. Furthermore, in April 2018, a batchoverflow bug was found in many Ethereum-based ERC20-compatible smart contract tokens that allows hackers to create a large number ofsmart contract tokens, causing multiple crypto asset platforms worldwide to shut down ERC20-compatible token trading. Similarly, in March2020, a design flaw in the MakerDAO smart contract caused forced liquidations of crypto assets at significantly discounted prices, resultingin millions of dollars of losses to users who had deposited crypto assets into the smart contract. In another example, in February 2022,a vulnerability in a smart contract for Wormhole, a bridge between the Ethereum and Solana Networks led to a $320 million theft of Ethereum.While persons associated with Solana Labs and/or the Solana Foundation are understood to have played a key role in bringing the networkback online, the broader community also played a key role, as Solana validators coordinated to upgrade and restart the network. Othersmart contracts, such as bridges between blockchain networks and decentralized finance (“DeFi”) protocols have also beenmanipulated, exploited or used in ways that were not intended or envisioned by their creators such that attackers syphoned over $3.8billion worth of digital assets from smart contracts in 2022. Problems with the development, deployment, and operation of smart contractsmay have an adverse effect on the value of Solana, just as they have for other digital assets like Ethereum.

Insome cases, smart contracts can be controlled by one or more “admin keys” or users with special privileges, or “superusers”. These users may have the ability to unilaterally make changes to the smart contract, enable or disable features on thesmart contract, change how the smart contract receives external inputs and data, and make other changes to the smart contract. Furthermore,in some cases inadequate public information may be available information asymmetries may exist, even with respect to open-source smartcontracts or applications; certain participants may have hidden informational or technological advantages, making for an uneven playingfield. There may be opportunities for bad actors to perpetrate fraudulent schemes and engage in illicit activities and other misconduct,such as exit scams and rug pulls (orchestrated by developers and/or influencers who promote a smart contract or application and, ultimately,escape with the money at an agreed time), or Ponzi or similar fraud schemes.

ManyDeFi applications are currently deployed on the Solana Network, and smart contracts relating to DeFi applications currently representa significant source of demand for Solana. DeFi applications may achieve their investment purposes through self-executing smart contractsthat may allow users to invest digital assets in a pool from which other users can borrow without requiring an intermediate party tofacilitate these transactions. These investments may earn interest to the investor based on the rates at which borrowers repay the loan,and can generally be withdrawn by the investor. For smart contracts that hold a pool of digital asset reserves, smart contract superusers or admin key holders may be able to extract funds from the pool, liquidate assets held in the pool, or take other actions thatdecrease the value of the digital assets held by the smart contract in reserves. Even for digital assets that have adopted a decentralizedgovernance mechanism, such as smart contracts that are governed by the holders of a governance token, such governance tokens can be concentratedin the hands of a small group of core community members, who would be able to make similar changes unilaterally to the smart contract.If any such super user or group of core members unilaterally make adverse changes to a smart contract, the design, functionality, featuresand value of the smart contract, its related digital assets may be harmed. In addition, assets held by the smart contract in reservesmay be stolen, misused, burnt, locked up or otherwise become unusable and irrecoverable. Super users can also become targets of hackersand malicious attackers. If an attacker is able to access or obtain the super user privileges of a smart contract, or if a smart contract’ssuper users or core community members take actions that adversely affect the smart contract, users who transact with the smart contractmay experience decreased functionality of the smart contract or may suffer a partial or total loss of any digital assets they have usedto transact with the smart contract. Furthermore, the underlying smart contracts may be insecure, contain bugs or other vulnerabilities,or otherwise may not work as intended. Any of the foregoing could cause users of the DeFi application to be negatively affected, or couldcause the DeFi application to be the subject of negative publicity. Because DeFi applications may be built on the Solana Network andrepresent a significant source of demand for Solana, public confidence in the Solana Network itself could be negatively affected, suchsources of demand could diminish and the value of Solana could decrease. Similar risks apply to any smart contract or decentralized application,not just DeFi applications.

Digitalassets may have concentrated ownership and large sales or distributions by holders of such digital assets, or any ability to participatein or otherwise influence a digital asset’s underlying network, could have an adverse effect on the market price of such digitalasset.

Asof September 2024, the largest 100 Solana wallets held approximately 22% of the Solana in circulation. Moreover, it is possible thatother persons or entities control multiple wallets that collectively hold a significant number of Solana, even if they individually onlyhold a small amount, and it is possible that some of these wallets are controlled by the same person or entity. As a result of this concentrationof ownership, large sales or distributions by such holders could have an adverse effect on the market price of Solana. Competition fromother consortia or private blockchains could have a negative impact on the price of Solana and adversely affect an investment in theShares.

Anyname change and any associated rebranding initiative by the core developers of Solana may not be favorably received by the digital assetcommunity, which could negatively impact the value of Solana and the value of the Shares.

Fromtime to time, digital assets may undergo name changes and associated rebranding initiatives. For example, Bitcoin Cash may sometimesbe referred to as Bitcoin ABC in an effort to differentiate itself from any Bitcoin Cash hard forks, such as Bitcoin Satoshi’sVision, and in the third quarter of 2018, the team behind ZEN rebranded and changed the name of ZenCash to “Horizen.” Wecannot predict the impact of any name change and any associated rebranding initiative on Solana. After a name change and an associatedrebranding initiative, a digital asset may not be able to achieve or maintain brand name recognition or status that is comparable tothe recognition and status previously enjoyed by such digital asset. The failure of any name change and any associated rebranding initiativeby a digital asset may result in such digital asset not realizing some or all of the anticipated benefits contemplated by the name changeand associated rebranding initiative, and could negatively impact the value of Solana and the value of the Shares.

Theloss or destruction of a private key required to access Solana may be irreversible. The Solana Custodian’s loss of access to aprivate key associated with the Trust’s Solana could adversely affect an investment in the Shares.

Transfersof Solana among users are accomplished via Solana transactions (i.e., sending Solana from one user to another). The creation of an Solanatransaction requires the use of a unique numerical code known as a “private key.” In the absence of the correct private keycorresponding to a holder’s particular Solana, the Solana is inaccessible. The custody of the Trust’s Solana is handled bythe Solana Custodian, and the transfer of Solana to and from Authorized Participants is directed by the Sponsor. The Sponsor has evaluatedthe procedures and internal controls of the Trust’s Solana Custodian to safeguard the Trust’s Solana holdings. If the SolanaCustodian’s internal procedures and controls are inadequate to safeguard the Trust’s Solana holdings, and the Trust’sprivate key(s) is(are) lost, destroyed or otherwise compromised and no backup of the private key(s) is(are) accessible, the Trust willbe unable to access its Solana, which could adversely affect an investment in the Shares. In addition, if the Trust’s private key(s)is(are) misappropriated and the Trust’s Solana holdings are stolen, the Trust could lose some or all of its Solana holdings, whichcould adversely impact an investment in the Shares.

Newcompeting digital assets may result in a reduction in demand for Solana, which could have a negative impact on the price of Solana andmay have a negative impact on the performance of the Trust.

Solanafaces significant competition from other digital assets, as well as from other technologies or payment forms, such as SWIFT, ACH, remittancenetworks, credit cards and cash. There is no guarantee that Solana will become a dominant form of cross-border payments, store of valueor method of exchange.

CompetitionFrom central bank digital currencies and emerging payments initiatives involving financial institutions could adversely affect the valueof Solana and other digital assets.

Centralbanks in various countries have introduced digital forms of legal tender (“CBDCs”). Whether or not they incorporate blockchainor similar technology, CBDCs, as legal tender in the issuing jurisdiction, could have an advantage in competing with, or replace, Solanaand other cryptocurrencies as a medium of exchange or store of value. Central banks and other governmental entities have also announcedcooperative initiatives and consortia with private sector entities, with the goal of leveraging blockchain and other technology to reducefriction in cross-border and interbank payments and settlement, and commercial banks and other financial institutions have also recentlyannounced a number of initiatives of their own to incorporate new technologies, including blockchain and similar technologies, into theirpayments and settlement activities, which could compete with, or reduce the demand for, Solana. As a result of any of the foregoing factors,the value of Solana could decrease, which could adversely affect an investment in the Trust.

Theprice of Solana may be affected due to stablecoins (including Tether and USDC), the activities of stablecoin issuers and their regulatorytreatment.

Whilethe Trust does not invest in and will not hold stablecoins, it may nonetheless be exposed to risks that stablecoins pose for the Solanamarket and other digital asset markets. Stablecoins are digital assets designed to have a stable value over time as compared to typicallyvolatile digital assets, and are typically marketed as being pegged to a fiat currency, such as the U.S. dollar, at a certain value.Although the prices of stablecoins are intended to be stable, their market value may fluctuate. This volatility has in the past apparentlyimpacted the price of Solana. Stablecoins are a relatively new phenomenon, and it is impossible to know all of the risks that they couldpose to participants in the Solana market. In addition, some have argued that some stablecoins, particularly Tether, are improperly issuedwithout sufficient backing in a way that, when the stablecoin is used to pay for Solana, could cause artificial rather than genuine demandfor Solana, artificially inflating the price of Solana, and also argue that those associated with certain stablecoins may be involvedin laundering money. On February 17, 2021 the New York Attorney General entered into an agreement with Tether’s operators, includingBitfinex, requiring them to cease any further trading activity with New York persons and pay $18.5 million in penalties for false andmisleading statements made regarding the assets backing Tether. On October 15, 2021, the CFTC announced a settlement with Tether’soperators, Tether Holdings Limited, Tether Operations Limited, Tether Limited, and Tether International Limited, in which they agreedto pay $42.5 million in fines to settle charges that, among others, Tether’s claims that it maintained sufficient U.S. dollar reservesto back every Tether stablecoin in circulation with the “equivalent amount of corresponding fiat currency” held by Tetherwere untrue.

Bitfinexalso agreed to pay the CFTC a $1.5 million fine to settle charges that Bitfinex offered off-exchange leveraged, margined, or financedtransactions involving cryptocurrencies, including Solana, with U.S. customers who were not eligible contract participants and acceptedfunds (including in the form of Tether stablecoins) and orders in connection with such illegal off-exchange transactions, triggeringan obligation to register with the CFTC, which the CFTC order asserts it violated. The CFTC previously fined Bitfinex in 2016 on similarcharges.

USDCis a reserve-backed stablecoin issued by Circle Internet Financial that is commonly used as a method of payment in digital asset markets,including the Solana market. While USDC is designed to maintain a stable value at 1U.S. dollar at all times, on March 10, 2023, the valueof USDC fell below $1.00 for multiple days after Circle Internet Financial disclosed that US$3.3 billion of the USDC reserves were heldat Silicon Valley Bank, which had entered FDIC receivership earlier that day. Stablecoins are reliant on the U.S. banking system andU.S. treasuries, and the failure of either to function normally could impede the function of stablecoins, and therefore could adverselyaffect the value of the Shares.

Giventhe foundational role that stablecoins play in global digital asset markets, their fundamental liquidity can have a dramatic impact onthe broader digital asset market, including the market for Solana. Because a large portion of the digital asset market still dependson stablecoins such as Tether and USDC, there is a risk that a disorderly de-pegging or a run on Tether or USDC could lead to dramaticmarket volatility in digital assets more broadly. Volatility in stablecoins, operational issues with stablecoins (for example, technicalissues that prevent settlement), concerns about the sufficiency of any reserves that support stablecoins or potential manipulative activitywhen unbacked stablecoins are used to pay for other digital assets (including Solana), or regulatory concerns about stablecoin issuersor intermediaries, such as exchanges, that support stablecoins, or the removal or migration of prominent stablecoins away from the SolanaNetwork, could impact individuals’ willingness to trade on trading venues that rely on stablecoins, reduce liquidity in the Solanamarket, and affect the value of Solana, and in turn impact an investment in the Shares. [Given Bitfinex has in the past been, and iscurrently, a component of the Pricing Benchmark and Bitfinex and Tether are understood to be under common ownership and management, problemswith Tether specifically could potentially affect pricing of transactions on Bitfinex or otherwise disrupt Bitfinex’s operations.]

Ifthe digital asset award or transaction fees for recording transactions on the Solana Network are not sufficiently high to incentivizevalidators, or if certain jurisdictions continue to limit or otherwise regulate validating activities, validators may cease expandingvalidating power or demand high transaction fees, which could negatively impact the value of Solana and the value of the shares.

Ifthe digital asset awards for validating blocks or the transaction fees for recording transactions on the Solana Network are not sufficientlyhigh to incentivize validators, or if certain jurisdictions continue to limit or otherwise regulate validating activities, validatorsmay cease expending validating power to validate blocks and confirmations of transactions on the Solana blockchain could be slowed. Forexample, the realization of one or more of the following risks could materially adversely affect the value of the Shares:

Validatorsmay suffer losses due to staking, or staking may prove unattractive to validators, which could make the Solana Network less attractive.

Validationon the Solana Network requires Solana to be transferred into smart contracts on the underlying blockchain networks not under the Trust’sor anyone else’s control. If the Solana Network source code or protocol fail to behave as expected, suffer cybersecurity attacksor hacks, experience security issues, or encounter other problems, such assets may be irretrievably lost. In addition, the Solana Networksdictate requirements for participation in validation activity, and may impose penalties, if the relevant activities are not performedcorrectly. The Solana Network sanction (i.e., “slashing”) is imposed if a validator commits malicious acts related to thevalidation of blocks with invalid transactions. On the Solana Network, slashing generally operates by social consensus, rather than beingautomatically hardwired into the protocol’s code. The Solana community generally aspires to slash 100% of staked assets in caseswhere a Solana node is maliciously trying to violate safety rules and 0% during routine operation. There is currently no automatic slashingin the Solana Network. Rather, for regular consensus, after a safety violation, the Solana Network will halt. The validators will analyzethe data prior to the halt and figure out who was responsible and propose that the stake of the malicious actors responsible for thesafety violation should be slashed after restart, typically 100%. Separately, as part of the “activating” and “de-activating”or “cooling down” processes of staking, staked Solana will be inaccessible for a variable period of time determined by arange of factors, resulting in potential inaccessibility during those periods. “Activation” is the funding of a validatorto be included in the active set, thereby allowing the validator to participate in the Solana Network’s proof-of-stake consensusprotocol. “De-activating” is the request to exit from the active set and no longer participate in the Solana Network’sproof-of-stake consensus protocol. As part of these “activating” and “de-activating” processes of staking onthe Solana Network, any staked Solana will be inaccessible for a period of time. The duration of activating and exiting periods are dependenton a range of factors. However, depending on demand, un-staking can take between one to several epochs to complete. An Epoch is approximatelytwo days long on the Solana Network.

TheSolana Network requires the payment of base fees and the practice of paying prioritization fees is common, and such fees can become significantas the amount and complexity of the transaction grows, depending on the degree of network congestion and the price of Solana. Any cybersecurityattacks, security issues, hacks, penalties, slashing events, or other problems could damage validators’ willingness to participatein validation, discourage existing and future validators from serving as such, and adversely impact the Solana Network’s adoptionor the price of Solana. Any disruption of validation on the Solana Network could interfere with network operations and cause the SolanaNetwork to be less attractive to users and application developers than competing blockchain networks, which could cause the price ofSolana to decrease. The limited liquidity during the “activation” or “de-activation” processes could dissuadepotential validators from participating, which could interfere with network operations or security and cause the Solana Network to beless attractive to users and application developers than competing blockchain networks, which could cause the price of Solana to decrease.

Operationalcost may exceed the award for validating transaction, and increased transaction fees may adversely affect the usage of the Solana Network.

Iftransaction confirmation fees become too high, the marketplace may be reluctant to use the Solana Network. This may result in decreasedusage and limit expansion of the Solana Network in the retail, commercial and payments space, adversely impacting investment in the Trust.Conversely, if the reward for validators or the value of the transaction fees is insufficient to motivate validators, they may ceaseto validate transactions.

Ultimately,if the awards of new Solana costs of validating transactions grow disproportionately, miners may operate at a loss, transition to othernetworks, or cease operations altogether. Each of these outcomes could, in turn, slow transaction validation and usage, which could havea negative impact on the Solana Network and could adversely affect the value of the Solana held by the Trust.

Asa result of Solana’s fee burning mechanism, the incentives for validators to validate transactions with higher gas fees are reduced,since those validators would not receive those gas fees.

Anacute cessation of validator operations would reduce the collective processing power on the Solana Network, which would adversely affectthe transaction verification process by temporarily decreasing the speed at which blocks are added to the blockchain and make the blockchainmore vulnerable to a malicious actor obtaining control in excess of the relevant threshold of the processing power on the blockchain.Reductions in processing power could result in material, though temporary, delays in transaction confirmation time. Any reduction inconfidence in the transaction verification process or may adversely impact the value of Shares of the Trust or the ability of the Sponsorto operate.

Anonymityand illicit financing risk.

Althoughtransaction details of peer-to-peer transactions are recorded on the Solana Network, a buyer or seller of digital assets on a peer-to-peerbasis directly on the Solana Network may never know to whom the public key belongs or the true identity of the party with whom it istransacting. Public key addresses are randomized sequences of alphanumeric characters that, standing alone, do not provide sufficientinformation to identify users. In addition, certain technologies may obscure the origin or chain of custody of digital assets. The opaquenature of the market poses asset verification challenges for market participants, regulators and auditors and gives rise to an increasedrisk of manipulation and fraud, including the potential for Ponzi schemes, bucket shops and pump-and-dump schemes. Digital assets havein the past been used to facilitate illicit activities. If a digital asset were used to facilitate illicit activities, businesses thatfacilitate transactions in such digital assets could be at increased risk of potential criminal or civil liability or lawsuits, or ofhaving banking or other services cut off, and such digital asset could be removed from digital asset platforms. Any of the aforementionedoccurrences could adversely affect the price of the relevant digital asset, the attractiveness of the respective blockchain network andan investment in the Shares. If the Trust or the Sponsor were to transact with a sanctioned entity, the Trust or the Sponsor would beat risk of potential criminal or civil lawsuits or liability.

TheTrust takes measures with the objective of reducing illicit financing risks in connection with the Trust’s activities. However,illicit financing risks are present in the digital asset markets, including markets for Solana. There can be no assurance that the measuresemployed by the Trust will prove successful in reducing illicit financing risks, and the Trust is subject to the complex illicit financingrisks and vulnerabilities present in the digital asset markets. If such risks eventuate, the Trust, the Sponsor or their respective affiliatescould face civil or criminal liability, fines, penalties, or other punishments; be subject to investigation; have their assets frozen;lose access to banking services or services provided by other service providers; or suffer disruptions to their operations, any of whichcould negatively affect the Trust’s ability to operate or could cause losses in value of the Shares.

TheTrust and the Sponsor have adopted and implemented policies and procedures that are designed to comply with applicable anti-money launderinglaws and sanctions laws and regulations, including applicable know-your-customer (“KYC”) laws and regulations. The Sponsorand the Trust will only interact with known third-party service providers with respect to whom the Sponsor or its affiliates have engagedin a thorough due diligence process and/or a thorough KYC process, such as the Authorized Participants, Solana Trading Counterparties,Prime Execution Agent and Solana Custodian. The Prime Execution Agent and Solana Custodian must undergo counterparty due diligence bythe Sponsor. Each Authorized Participant must undergo onboarding by the Sponsor prior to placing creation or redemption orders with respectto the Trust.

Furthermore,Authorized Participants, as broker-dealers, and the Prime Execution Agent and Solana Custodian, as entities licensed to conduct virtualcurrency business activity by the New York Department of Financial Services and as limited-purpose trust companies subject to New YorkBanking Law, respectively, are “financial institutions” subject to the U.S. Bank Secrecy Act, as amended (“BSA”),and U.S. economic sanctions laws. The Trust will only accept creation and redemption requests from Authorized Participants who have representedto the Trust that they have implemented compliance programs that are designed to ensure compliance with applicable sanctions and anti-moneylaundering laws. The Trust will not hold any Solana except that which has been delivered by approved Solana Trading Counterparties orby execution through the Prime Execution Agent, in connection with Authorized Participant creation requests. Moreover, the Prime ExecutionAgent has represented to the Trust that it has implemented and will maintain and follow compliance programs that are designed to complywith applicable sanctions and anti-money laundering laws and that it performs both initial and ongoing due diligence on each of its customersas well as ongoing transaction monitoring that is designed to identify and report suspicious activity conducted through customer accounts,including those opened by the Authorized Participants or their agents/partners for purposes of facilitating Solana deposits to, and withdrawalsfrom, the Trust’s Trading Balance, as required by law.

ThePrime Execution Agent and Solana Custodian have adopted and implemented anti-money laundering and sanctions compliance programs thatprovide additional protections to ensure that the Sponsor and the Trust do not transact with a sanctioned party. Notably, the Prime ExecutionAgent and Solana Custodian perform screening using blockchain analytics to identify, detect, and mitigate the risk of transacting witha sanctioned or other unlawful actor. Pursuant to the Solana Custodian’s and Prime Execution Agent’s blockchain analyticsscreening programs, any Solana that is delivered to the Trust Solana Account or the Trust’s Trading Balance will undergo screeningdesigned to assess whether the origins of that Solana are illicit.

ThePrime Execution Agreement provides, among others, that if the Prime Execution Agent conducts blockchain analytics screening on a Solanatransaction deposited by an Authorized Participant and such screening results in the Solana transaction being suspected or determinedto be in violation of certain applicable sanctions laws, the Prime Execution Agent and its affiliates, including the Solana Custodian,will (a) block or reject the deposit of such Solana into the Trust’s Trading Account, where required by applicable sanctions laws,and (b) agree to promptly inform the Trust if any fund movement between an Authorized Participant’s account at the Prime ExecutionAgent and the Trust’s account(s) involves such Solana, so long as permitted by applicable law.

However,there is no guarantee that such procedures will always prove to be effective or that the Prime Execution Agent and its affiliates willalways perform their obligations. Such screening may also result in the Solana identified by such screening being blocked or frozen bythe Prime Execution Agent, and thus made unavailable to the Trust. Moreover, the Prime Execution Agreement and Solana Custody Agreementrequire the Trust to attest that it has performed its own due diligence on the Solana Trading Counterparties it has contracted with tosource Solana from and has confirmed that the Solana Trading Counterparties have implemented policies, procedures and controls designedto comply with applicable anti-money laundering and applicable sanctions laws. Although the Sponsor arranges for such diligence to beperformed, including by the Trust’s service providers, there is no guarantee such diligence will prove effective in identifyingall possible sources of illicit financing risks. Solana Trading Counterparties represent to the Sponsor that they conduct due diligenceon their own counterparties from whom they source the Solana they deposit with the Trust, and that they have formed a reasonable beliefthat such Solana being transferred by the Solana Trading Counterparty to the Trust was not derived from, or associated with, unlawfulor criminal activity. However, there is the risk that Solana Trading Counterparties may not conduct sufficient due diligence processeson the sources of their Solana or that their representations to the Sponsor may turn out to be inaccurate, which could cause the Trustto suffer a loss. If the Authorized Participants or Solana Trading Counterparties have inadequate policies, procedures and controls forcomplying with applicable anti-money laundering and applicable sanctions laws or the Trust’s procedures or diligence proves tobe ineffective, violations of such laws could result, which could result in regulatory liability for the Trust or the Sponsor under suchlaws, including governmental fines, penalties, and other punishments, as well as potential liability to or cessation of services by thePrime Execution Agent and its affiliates, including the Solana Custodian, under the Prime Execution Agreement and Solana Custody Agreement.Any of the foregoing could result in losses to the Shareholders or negatively affect the Trust’s ability to operate.

Atemporary or permanent “fork” or a “clone” of the Solana Network could adversely affect the value of the Shares.

TheSolana Network operates using open-source protocols, meaning that any user can download the software, modify it and then propose thatthe users and validators of Solana adopt the modification. When a modification is introduced and a substantial majority of users andvalidators’ consent to the modification, the change is implemented and the network remains uninterrupted. However, if less thana substantial majority of users and validators’ consent to the proposed modification, and the modification is not compatible withthe software prior to its modification, the consequence would be what is known as a “hard fork” of the Solana Network, withone group running the pre-modified software and the other running the modified software. The effect of such a fork would be the existenceof two versions of Solana running in parallel, yet lacking interchangeability. For example, in September 2022, the Ethereum Networktransitioned to a proof-of-stake model, in an upgrade referred to as the “Merge.” Following the Merge, a hard fork of theEthereum Network occurred, as certain Ethereum miners and network participants planned to maintain the proof-of-work consensus mechanismthat was removed as part of the Merge. This version of the network was rebranded as “Ethereum Proof-of-Work.”

Forksmay also occur as a network community’s response to a significant security breach. For example, in July 2016, Ethereum “forked”into Ethereum and a new digital asset, Ethereum Classic, as a result of the Ethereum Network community’s response to a significantsecurity breach. In June 2016, an anonymous hacker exploited a smart contract running on the Ethereum Network to syphon approximately$60 million of ETH held by The DAO, a distributed autonomous organization, into a segregated account. In response to the hack, most participantsin the Ethereum community elected to adopt a “fork” that effectively reversed the hack. However, a minority of users continuedto develop the original blockchain, referred to as “Ethereum Classic” with the digital asset on that blockchain now referredto as ETC. ETC now trades on several Digital asset trading platforms. A fork may also occur as a result of an unintentional or unanticipatedsoftware flaw in the various versions of otherwise compatible software that users run. Such a fork could lead to users and validatorsabandoning the digital asset with the flawed software. It is possible, however, that a substantial number of users and validators couldadopt an incompatible version of the digital asset while resisting community-led efforts to merge the two chains. This could result ina permanent fork, as in the case of Ethereum and Ethereum Classic.

Furthermore,a hard fork can lead to new security concerns. For example, when the Ethereum and Ethereum Classic networks, two other digital assetnetworks, split in July 2016, replay attacks, in which transactions from one network were rebroadcast to nefarious effect on the othernetwork, plagued Ethereum trading platforms through at least October 2016. An Ethereum trading platform announced in July 2016 that ithad lost 40,000 Ethereum Classic, worth about $100,000 at that time, as a result of replay attacks. Similar replay attack concerns occurredin connection with the Bitcoin Cash and Bitcoin Satoshi’s Vision networks split in November 2018. Another possible result of ahard fork is an inherent decrease in the level of security due to significant amounts of validating power remaining on one network ormigrating instead to the new forked network. After a hard fork, it may become easier for an individual validator or validating pool’svalidating power to exceed 50% of the validating power of a digital asset network that retained or attracted less validating power, therebymaking digital asset networks that rely on proof-of-stake more susceptible to attack.

Protocolsmay also be cloned. Unlike a fork, which modifies an existing blockchain, and results in two competing networks, each with the same genesisblock, a “clone” is a copy of a protocol’s codebase, but results in an entirely new blockchain and new genesis block.Tokens are created solely from the new “clone” network and, in contrast to forks, holders of tokens of the existing networkthat was cloned do not receive any tokens of the new network. A “clone” results in a competing network that has characteristicssubstantially similar to the network it was based on, subject to any changes as determined by the developer(s) that initiated the clone.

Ahard fork may adversely affect the price of Solana at the time of announcement or adoption. For example, the announcement of a hard forkcould lead to increased demand for the pre-fork digital asset, in anticipation that ownership of the pre-fork digital asset would entitleholders to a new digital asset following the fork. The increased demand for the pre-fork digital asset may cause the price of the digitalasset to rise. After the hard fork, it is possible the aggregate price of the two versions of the digital asset running in parallel wouldbe less than the price of the digital asset immediately prior to the fork. Furthermore, while the Trust would be entitled to both versionsof the digital asset running in parallel, the Sponsor will, as permitted by the terms of the Trust Agreement, determine which versionof the digital asset is generally accepted as the Solana Network and should therefore be considered the appropriate network for the Trust’spurposes, and there is no guarantee that the Sponsor will choose the digital asset that is ultimately the most valuable fork.

Eitherof these events could therefore adversely impact the value of the Shares. As an illustrative example of a digital asset hard fork, followingthe DAO hack in July 2016, holders of Ethereum voted on-chain to reverse the hack, effectively causing a hard fork. For the days followingthe vote, the price of Ethereum rose from $11.65 on July 15, 2016 to $14.66 on July 21, 2016, the day after the first Ethereum Classicblock was mined. A clone may also adversely affect the price of Solana at the time of announcement or adoption. For example, on November6, 2016, Rhett Creighton, a Zcash developer, cloned the Zcash Network to launch Zclassic, a substantially identical version of the ZcashNetwork that eliminated the Founders’ Reward. For the days following the date the first Zclassic block was mined, the price ofZEC fell from $504.57 on November 5, 2016 to $236.01 on November 7, 2016 in the midst of a broader sell off of ZEC beginning immediatelyafter the Zcash Network launch on October 28, 2016. A clone may also adversely affect the price of Solana at the time of announcementor adoption. A future fork in or clone of the Solana Network could adversely affect the value of the Shares or the ability of the Trustto operate.

Inthe event of a hard fork of the Solana Network, the Sponsor will, if permitted by the terms of the Trust Agreement, use its discretionto determine which network should be considered the appropriate network for the Trust’s purposes, and in doing so may adverselyaffect the value of the Shares.

Inthe event of a hard fork of the Solana Network, the Sponsor will, if permitted by the terms of the Trust Agreement, use its discretionto determine, in good faith, which peer-to-peer network, among a group of incompatible forks of the Solana Network, is generally acceptedas the Solana Network and should therefore be considered the appropriate network for the Trust’s purposes. The Sponsor will baseits determination on a variety of then relevant factors, including, but not limited to, the Sponsor’s beliefs regarding expectationsof the core developers of Solana, users, service providers, businesses, miners and other constituencies, as well as the actual continuedacceptance of, mining power on, and community engagement with, the Solana Network. There is no guarantee that the Sponsor will choosethe digital asset that is ultimately the most valuable fork, and the Sponsor’s decision may adversely affect the value of the Sharesas a result. The Sponsor may also disagree with Shareholders and security vendors on what is generally accepted as Solana and shouldtherefore be considered “Solana” for the Trust’s purposes, which may also adversely affect the value of the Sharesas a result.

Inthe event of a hard fork of the Solana Network, the Solana Custodian’s operations may be interrupted or subject to additional securityrisks that could disrupt the Trust’s ability to process creations and redemptions of Shares or otherwise threaten the securityof the Trust’s Solana holdings.

Inthe event of a hard fork of the Solana Ledger, the Solana Custodian may temporarily halt the ability of customers (including the Trust)to deposit, withdraw or transfer Solana on the Solana Custodian’s platform. Such a delay may be intended to permit the Solana Custodianto assess the resulting versions of the Solana Network, to determine how best to securely “split” the Solana from the ForkedAsset, and to prevent malicious users from conducting “replay attacks” (i.e., broadcasting transactions on both versionsof the forked networks to put Solana Custodian assets at risk). As a result, the Trust is likely to suspend creations and redemptionsduring a period in which the Solana Custodian’s operations are halted.

Inaddition, any losses experienced by the Solana Custodian due to a hard fork, including due to replay attacks or technological errorsin assessing the fork, could have a materially adverse impact on an investment in the Shares.

Shareholdersmay not receive the benefits of any forks or “airdrops.”

Werefer to the right to receive any benefits arising from a fork, airdrop (defined below), or similar event as an “Incidental Right”and any such virtual currency acquired through an Incidental Right as “IR Virtual Currency.” The only crypto asset to beheld by the Trust will be Solana. The Trust has adopted the following procedures to address situations involving any fork, airdrop orsimilar event that results in the issuance of Incidental Rights or IR Virtual Currency that the Trust may receive. The Trust Agreementstipulates that if a fork occurs, the Sponsor shall determine which asset constitutes Solana and which network constitutes the SolanaNetwork, and the Sponsor will as soon as possible cause the Trust to irrevocably abandon the Incidental Rights or IR Virtual Currency.Because the Trust will abandon any Incidental Rights and IR Virtual Currency, the Trust would not receive any direct or indirect considerationfor the Incidental Rights or IR Virtual Currency and thus the value of the Shares will not reflect the value of the Incidental Rightsor IR Virtual Currency. Such Incidental Rights or IR Virtual Currency will not be taken into account for purposes of determining NAV.In the event the Trust seeks to change this position, an application would need to be filed with the SEC by the Exchange seeking approvalto amend its listing rules to permit the Trust to distribute the Incidental Rights or IR Virtual Currency that is not Solana in-kindto the Sponsor, as agent for the Shareholders, and the Sponsor would arrange to sell or otherwise dispose of the Incidental Rights orIR Virtual Currency and for the proceeds (if any) to be distributed to the Shareholders. There can be no assurance as to whether or whenthe Sponsor would make such a decision, or when the Exchange will seek or obtain this approval, if at all.

Inaddition to forks, a digital asset may become subject to a similar occurrence known as an “airdrop.” In an airdrop, the promotorsof a new digital asset announce to holders of another digital asset that such holders will be entitled to claim a certain amount of thenew digital asset for free, based on the fact that they hold such other digital asset. Neither the Trust nor the Sponsor shall be underany obligation to claim or attempt to secure or realize any economic benefit from “airdropped” assets, and the Sponsor willcause the Trust to irrevocably and permanently abandon, for no consideration, such Incidental Rights or IR Virtual Currency. In the eventthe Trust seeks to change this position, an application would need to be filed with the SEC by the Exchange seeking approval to amendits listing rules to permit the Trust to distribute the Incidental Rights or IR Virtual Currency associated with the airdropped assetsin-kind to the Sponsor, as agent for the Shareholders, and the Sponsor would arrange to sell or otherwise dispose of the Incidental Rightsor IR Virtual Currency and for the proceeds (if any) to be distributed to the Shareholders.

Withrespect to any fork, airdrop or similar event, the Sponsor will cause the Trust to irrevocably abandon the Incidental Rights and anyIR Virtual Currency associated with such event. As such, Shareholders will not receive the benefits of any forks, and the Trust is notable to participate in any airdrop. In the event the Trust seeks to change this position, an application would need to be filed withthe SEC by the Exchange seeking approval to amend its listing rules to permit the Trust to change this policy.

Evenif required regulatory approval is sought and obtained, Shareholders may not receive the benefits of any forks, airdrops, or similarevents, the Trust may not choose, or be able, to participate in an airdrop, and the timing of receiving any benefits from a fork, airdropor similar event is uncertain. Any inability to recognize the economic benefit of a hard fork or airdrop could adversely affect the valueof the Shares.

TheSolana Network could be vulnerable to attacks on transaction finality and consensus processes, which could adversely affect an investmentin the Trust or the ability of the Trust to operate.

TheSolana Network is currently vulnerable to several types of attacks, including:

Ifa malicious actor, group or botnet (a volunteer or hacked collection of computers controlled by networked software coordinating the actionsof the computers) obtains certain percentages of the validating power dedicated to validation on the Solana Network is controlled bya bad actor (often referred to as a “51% attack”, though the numerical thresholds vary in the proof-of-stake consensus mechanismof the Solana Network), it may be able to alter the Solana blockchain on which the Solana Network and Solana transactions rely. The SolanaNetwork’s proof-of-stake consensus mechanism requires a 2/3 supermajority of validators who have staked Solana to vote in favorin order to finalize transactions and add blocks to the Solana blockchain. If the bad actor were to obtain 2/3 of the total Solana stakedin validation processes, it is widely believed that the bad actor could construct fraudulent blocks, “double-spend” its ownSolana (i.e., spend the same Solana in more than one transaction), or censor other users’ transactions by preventing them frombeing confirmed while continuing to validate and confirm its own transactions and earn the associated block reward, thereby enrichingitself while also entrenching its own control of the Solana blockchain. If the bad actor were to obtain 1/3 of the total Solana stakedin validation processes, the bad actor could prevent certain transactions from completing in a timely manner, or at all, and preventthe confirmation of other users’ transactions, though this would likely be temporary (since it would likely be penalized for inactivityleakage, resulting in the bad actor’s staked Solana being slashed, as defined below) and it likely could not double spend or propagatefraudulent blocks without the 66% supermajority of staked assets. With control of the respective threshold of total staked assets onthe Solana Network, it could be possible for the malicious actor to control, exclude or modify the ordering of transactions on the Solanablockchain and prevent the confirmation of other users’ transactions, while continuing to mine new Solana and confirm its own blocks,for so long as it maintained control. To the extent that such malicious actor or botnet did not yield its control of the validating poweron the Solana Network or the Solana community did not reject the fraudulent blocks as malicious or to the extent that such bad actordid not yield its control of processing power, reversing any changes made to the Solana blockchain may be difficult or impossible. Further,a malicious actor or botnet could create a flood of transactions in order to slow down the Solana Network.

Forexample, in August 2020, the Ethereum Classic network was the target of two double-spend attacks by an unknown actor or actors that gainedmore than 50% of the processing power of the Ethereum Classic network. The attacks resulted in reorganizations of the Ethereum Classicblockchain that allowed the attacker or attackers to reverse previously recorded transactions in excess of $5.0 million and $1.0 million.Any similar attacks on the Solana Network could negatively impact the value of Solana and the value of the Shares.

Inaddition, in May 2019, the Bitcoin Cash network experienced a 51% attack when two large mining pools reversed a series of transactionsin order to stop an unknown miner from taking advantage of a flaw in a recent Bitcoin Cash protocol upgrade. Although this particularattack was arguably benevolent, the fact that such coordinated activity was able to occur may negatively impact perceptions of the BitcoinCash network. Although the two attacks described above took place on proof-of-work-based networks, it is possible that a similar attackmay occur on the Solana Network, which could negatively impact the value of Solana and the value of the Shares.

Althoughthere are no known reports of malicious control of the Solana Network, if groups of coordinating or connected Solana holders that togetherhave more than 50% of outstanding Solana, were to stake that Solana and run validators, they could exert authority over the validationof Solana transactions. This risk is heightened if over 50% of the validating power on the network falls within the jurisdiction of asingle governmental authority. If network participants, including the core developers and the administrators of validating pools, donot act to ensure greater decentralization of Solana, the feasibility of a malicious actor obtaining control of the validating poweron the Solana Network will increase, which may adversely affect the value Solana and the value of the Shares.

Amalicious actor may also obtain control over the Solana Network through its influence over core developers by gaining direct controlover a core developer or an otherwise influential programmer. To the extent that users and miners accept amendments to the source codeproposed by the controlled core developer, other core developers do not counter such amendments, and such amendments enable the maliciousexploitation of the Solana Network, the risk that a malicious actor may be able to obtain control of the Solana Network in this mannerexists. Moreover, it is possible that a group of Solana holders that together control more than 50% of outstanding Solana are in factpart of the initial or core developer group, or are otherwise influential members of the Solana community. To the extent that the initialor existing core developer groups also control more than the relevant thresholds of outstanding Solana, as some believe, the risk ofand arising from this particular group of users obtaining control of the validating power on the Solana Network will be even greater,and should this materialize, it may adversely affect the value of the Shares.

Ifvalidators exit the Solana Network, it could increase the likelihood of a malicious actor obtaining control.

Validatorsexiting the network could make the Solana Network more vulnerable to a malicious actor obtaining control of a large percentage of stakedSolana, which might enable them to manipulate the Solana blockchain by censoring or manipulating specific transactions, as discussedpreviously. If the Solana blockchain suffers such an attack, the price of Solana could be negatively affected, and a loss of confidencein the Solana Network could result. Any reduction in confidence in the transaction confirmation process or staking power of the SolanaNetwork may adversely affect an investment in the Trust.

Thedigital asset trading platforms on which Solana trades are relatively new and largely unregulated or may not be complying with existingregulations.

Digitalasset trading platforms are relatively new and, in some cases, unregulated. Many operate outside the United States.

Furthermore,while many prominent digital asset trading platforms provide the public with significant information regarding their ownership structure,management teams, corporate practices and regulatory compliance, many digital asset trading platforms do not provide this information.Digital asset trading platforms may not be subject to, or may not comply with, regulation in a similar manner as other regulated tradingplatforms, such as national securities exchanges or designated contract markets. As a result, the marketplace may lose confidence indigital asset trading platforms, including prominent trading platforms that handle a significant volume of Solana trading.

Manydigital asset trading platforms are unlicensed, unregulated, operate without extensive supervision by governmental authorities, and donot provide the public with significant information regarding their ownership structure, management team, corporate practices, cybersecurity,and regulatory compliance. In particular, those located outside the United States may be subject to significantly less stringent regulatoryand compliance requirements in their local jurisdictions, and may take the position that they are not subject to laws and regulationsthat would apply to a national securities exchange or designated contract market in the United States, or may, as a practical matter,be beyond the ambit of U.S. regulators. As a result, trading activity on or reported by these digital asset trading platforms is generallysignificantly less regulated than trading in regulated U.S. securities and commodities markets, and may reflect behavior that would beprohibited in regulated U.S. trading venues. For example, in 2019 there were reports claiming that 80.95% of bitcoin trading volume ondigital asset trading platforms was false or noneconomic in nature, with specific focus on unregulated trading platforms located outsideof the United States. Such reports alleged that certain overseas trading platforms have displayed suspicious trading activity suggestiveof a variety of manipulative or fraudulent practices, such as fake or artificial trading volume or trading volume based on non-economic“wash trading” (where offsetting trades are entered into for other than bona fide reasons, such as the desire to inflatereported trading volumes), and attributed such manipulative or fraudulent behavior to motives like the incentive to attract listing feesfrom token issuers who seek the most liquid and high-volume trading platforms on which to list their coins. Although these reports concernedbitcoin, it is possible that similar concerns are present for Solana markets as well.

Otheracademics and market observers have put forth evidence to support claims that manipulative trading activity has occurred on certain digitalasset trading platforms. For example, in a 2017 paper titled “Price Manipulation in the Bitcoin Ecosystem” sponsored by theInterdisciplinary Cyber Research Center at Tel Aviv University, a group of researchers used publicly available trading data, as wellas leaked transaction data from a 2014 Mt. Gox security breach, to identify and analyze the impact of “suspicious trading activity”on Mt. Gox between February and November 2013, which, according to the authors, caused the price of bitcoin to increase from around $150to more than $1,000 over a two-month period.

InAugust 2017, it was reported that a trader or group of traders nicknamed “Spoofy” was placing large orders on Bitfinex withoutactually executing them, presumably in order to influence other investors into buying or selling by creating a false appearance thatgreater demand existed in the market. In December 2017, an anonymous blogger (publishing under the pseudonym Bitfinex’d) citedpublicly available trading data to support his or her claim that a trading bot nicknamed “Picasso” was pursuing a paint-the-tape-stylemanipulation strategy by buying and selling bitcoin and bitcoin cash between affiliated accounts in order to create the appearance ofsubstantial trading activity and thereby influence the price of such assets. Although bitcoin and Solana are different assets, Solanaprices may be subject to similar activity. Even in the United States, there have been allegations of wash trading even on regulated venues.Any actual or perceived false trading in the digital asset exchange market, and any other fraudulent or manipulative acts and practices,could adversely affect the value of digital assets and/or negatively affect the market perception of digital assets.

TheSolana market globally and in the United States is not subject to comparable regulatory guardrails as exist in regulated securities markets.Furthermore, many Solana trading venues lack certain safeguards put in place by exchanges for more traditional assets to enhance thestability of trading on the exchanges and prevent “flash crashes,” such as limit-down circuit breakers. As a result, theprices of Solana on trading venues may be subject to larger and/or more frequent sudden declines than assets traded on more traditionalexchanges. Tools to detect and deter fraudulent or manipulative trading activities such as market manipulation, front-running of trades,and wash-trading may not be available to or employed by digital asset trading platforms, or may not exist at all.

Digitalasset trading platforms may be exposed to security breaches.

Thenature of the assets held at Solana trading platforms makes them appealing targets for hackers and a number of digital asset tradingplatforms have been victims of cybercrimes. Over the past several years, some digital asset trading platforms have been closed due tosecurity breaches. In many of these instances, the customers of such digital asset trading platforms were not compensated or made wholefor the partial or complete losses of their account balances in such digital asset trading platforms. While, generally speaking, smallerdigital asset trading platforms are less likely to have the infrastructure and capitalization that make larger digital asset tradingplatforms more stable, larger digital asset trading platforms are more likely to be appealing targets for hackers and malware. For example,the collapse of Mt. Gox, which filed for bankruptcy protection in Japan in late February 2014, demonstrated that even the largest digitalasset trading platforms could be subject to abrupt failure with consequences both for users of digital asset trading platforms and forthe digital asset industry as a whole. In particular, in the two weeks that followed the February 7, 2014, halt of bitcoin withdrawalsfrom Mt. Gox, the value of one bitcoin fell on other exchanges from around $795 on February 6, 2014, to $578 on February 20, 2014. Additionally,in January 2015, Bitstamp announced that approximately 19,000 bitcoin had been stolen from its operational or “hot” wallets.Further, in August 2016, it was reported that almost 120,000 bitcoins worth around $78 million were stolen from Bitfinex, a large digitalasset exchange. The value of bitcoin and other digital assets immediately decreased by more than 10% following reports of the theft atBitfinex. In July 2017, FinCEN assessed a $110 million fine against BTC-e, a now-defunct digital asset exchange, for facilitating crimessuch as drug sales and ransomware attacks. In December 2017, Yapian, the operator of Seoul-based cryptocurrency exchange Youbit, suspendeddigital asset trading and filed for bankruptcy following a hack that resulted in a loss of 17% of Yapian’s assets. Following thehack, Youbit users were allowed to withdraw approximately 75% of the digital assets in their exchange accounts, with any potential furtherdistributions to be made following Yapian’s pending bankruptcy proceedings. In January 2018, the Japanese digital asset tradingplatform, Coincheck was hacked, resulting in losses of approximately $535 million, and in February 2018, the Italian digital asset tradingplatform Bitgrail was hacked, resulting in approximately $170 million in losses. In May 2019, one of the world’s largest digitalasset trading platforms, Binance, was hacked, resulting in losses of approximately $40 million.

Digitalasset trading platforms may be exposed to fraud and market manipulation.

Theblockchain infrastructure could be used by certain market participants to exploit arbitrage opportunities through schemes such as front-running,spoofing, pump-and-dump and fraud across different systems, platforms or geographic locations. As a result of reduced oversight, theseschemes may be more prevalent in digital asset markets than in the general market for financial products.

TheSEC has identified possible sources of fraud and manipulation in the Solana market generally, including, among others (1) “washtrading”; (2) persons with a dominant position in Solana manipulating Solana pricing; (3) hacking of the Solana Network and tradingplatforms; (4) malicious control of the Solana Network; (5) trading based on material, non-public information (for example, plans ofmarket participants to significantly increase or decrease their holdings in Solana, new sources of demand for Solana) or based on thedissemination of false and misleading information; (6) manipulative activity involving purported “stablecoins,” includingTether (for more information, see “RISK FACTORS—Risk Factors Related to Digital Assets—Prices of Solana may be affecteddue to stablecoins (including Tether and US Dollar Coin (“USDC”)), the activities of stablecoin issuers and their regulatorytreatment”); and (7) fraud and manipulation at Solana trading platforms. The effect of potential market manipulation, front-running,wash-trading, and other fraudulent or manipulative trading practices may inflate the volumes actually present in crypto market and/orcause distortions in price, which could adversely affect the Trust or cause losses to Shareholders.

Overthe past several years, some digital asset trading platforms have been closed due to fraud and manipulative activity, business failureor security breaches. In many of these instances, the customers of such digital asset trading platforms were not compensated or madewhole for the partial or complete losses of their account balances in such digital asset trading platforms. While, generally speaking,smaller digital asset trading platforms are less likely to have the infrastructure and capitalization that make larger digital assettrading platforms more stable, larger digital asset trading platforms are more likely to be appealing targets for hackers and malwareand their shortcomings or ultimate failures are more likely to have contagion effects on the digital asset ecosystem, and may be morelikely to be targets of regulatory enforcement action. For example, the collapse of Mt. Gox, which filed for bankruptcy protection inJapan in late February 2014, demonstrated that even the largest digital asset trading platforms could be subject to abrupt failure withconsequences for both users of digital asset exchanges and the digital asset industry as a whole. In particular, in the two weeks thatfollowed the February 7, 2014 halt of bitcoin withdrawals from Mt. Gox, the value of one bitcoin fell on other trading platforms fromaround $795 on February 6, 2014 to $578 on February 20, 2014. Additionally, in January 2015, Bitstamp announced that approximately 19,000bitcoin had been stolen from its operational or “hot” wallets. Further, in August 2016, it was reported that almost 120,000bitcoins worth around $78 million were stolen from Bitfinex. The value of bitcoin and other digital assets immediately decreased over10% following reports of the theft at Bitfinex. In July 2017, FinCEN assessed a $110 million fine against BTC-E, a now defunct digitalasset trading platform, for facilitating crimes such as drug sales and ransomware attacks. In addition, in December 2017, Yapian, theoperator of Seoul-based cryptocurrency trading platform Youbit, suspended digital asset trading and filed for bankruptcy following ahack that resulted in a loss of 17% of Yapian’s assets. Following the hack, Youbit users were allowed to withdraw approximately75% of the digital assets in their platform accounts, with any potential further distributions to be made following Yapian’s pendingbankruptcy proceedings. In addition, in January 2018, the Japanese digital asset trading platform, Coincheck, was hacked, resulting inlosses of approximately $535 million, and in February 2018, the Italian digital asset trading platform, Bitgrail, was hacked, resultingin approximately $170 million in losses. In May 2019, one of the world’s largest digital asset trading platform, Binance, was hacked,resulting in losses of approximately $40 million. In November 2022, FTX Trading Ltd. (“FTX”), one of the largest digitalasset trading platform by volume at the time, halted customer withdrawals amid rumors of the company’s liquidity issues and likelyinsolvency, which were subsequently corroborated by its CEO. Shortly thereafter, FTX’s CEO resigned and FTX and many of its affiliatesfiled for bankruptcy in the United States, while other affiliates have entered insolvency, liquidation, or similar proceedings aroundthe globe. The U.S. Department of Justice brought criminal fraud and other charges, and the SEC and CFTC brought civil securities andcommodities fraud charges, against certain of FTX’s and its affiliates’ senior executives, including its former CEO. Aroundthe same time, there were reports that approximately $300-600 million of digital assets were removed from FTX and the full facts remainunknown, including whether such removal was the result of a hack, theft, insider activity, or other improper behavior.

Thepotential consequences of a digital asset trading platform failure or failure to prevent market manipulation could adversely affect thevalue of the Shares. Manipulative trading or market abuse could create artificial or distorted prices, cause a loss of investor confidencein Solana, adversely impact pricing trends in Solana markets broadly, and cause losses from an investment in Shares of the Trust.

Inaddition, negative perception, a lack of stability and standardized regulation in the digital asset markets and the closure or temporaryshutdown of digital asset trading platforms due to fraud, business failure, security breaches or government mandated regulation, andassociated losses by customers, may reduce confidence in the Solana Network and result in greater volatility or decreases in the pricesof Solana. Furthermore, the closure or temporary shutdown of a digital asset exchange used in calculating the Pricing Benchmark may resultin a loss of confidence in the Trust’s ability to determine its NAV on a daily basis. The potential consequences of a digital assetexchange’s failure could adversely affect the value of the Shares.

Digitalasset trading platforms may be exposed to wash trading.

Solanatrading platforms on which Solana trades may be susceptible to wash trading. Wash trading occurs when offsetting trades are entered intofor other than bona fide reasons, such as the desire to inflate reported trading volumes. Wash trading may be motivated by non-economicreasons, such as a desire for increased visibility on popular websites that monitor markets for digital assets so as to improve theirattractiveness to investors who look for maximum liquidity, or it may be motivated by the ability to attract listing fees from tokenissuers who seek the most liquid and high-volume exchanges on which to list their coins. Results of wash trading may include unexpectedobstacles to trade and erroneous investment decisions based on false information. Even in the United States, there have been allegationsof wash trading even on regulated venues. Any actual or perceived false trading in the global digital asset trading market, and any otherfraudulent or manipulative acts and practices, could adversely affect the value of Solana and/or negatively affect the market perceptionof Solana. If they were to affect trading at a trading platform which is used to calculate the CME CF Solana – Dollar ReferenceRate – New York Variant, they could cause the Trust’s NAV to be calculated incorrectly and cause Shareholders to suffer losses.

Tothe extent that wash trading either occurs or appears to occur in Solana trading platforms on which Solana trades, investors may developnegative perceptions about Solana and the digital assets industry more broadly, which could adversely impact the price of Solana and,therefore, the price of Shares. Wash trading also may place more legitimate digital asset trading platforms at a relative competitivedisadvantage.

Digitalasset trading platforms may be exposed to front-running.

Solanatrading platforms on which Solana trades may be susceptible to “front-running,” which refers to the process when someoneuses access to confidential information, or technology or market advantage to get prior knowledge of upcoming transactions. Front-runningis a frequent activity on centralized as well as decentralized exchanges. By using bots functioning on a millisecond-scale timeframe,bad actors are able to take advantage of the forthcoming price movement and make economic gains at the cost of those who had introducedthese transactions. The objective of a front runner is to buy a chunk of tokens at a low price and later sell them at a higher pricewhile simultaneously exiting the position. Front-running can occur via manipulation of transaction validation and mining processes, orthe theft or misappropriation of confidential information by insiders. To extent that front-running occurs in Solana markets, it mayresult in concerns as to the price integrity of digital asset exchanges and digital assets more generally.

Momentumpricing.

Themarket price of Solana is not based on any kind of claim, nor is it backed by any physical asset. Instead, the market value depends inpart on the expectation of being usable in future transactions and continued interest from investors. This strong correlation betweenan expectation and market value is the basis for the current (and probable future) volatility of the market price of Solana and may increasethe likelihood of momentum pricing.

Momentumpricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, is impactedby appreciation in value. Momentum pricing may result in speculation regarding future appreciation in the value of digital assets, whichinflates prices and leads to increased volatility. As a result, Solana may be more likely to fluctuate in value due to changing investorconfidence in future appreciation or depreciation in prices, which could adversely affect the price of Solana and, in turn, an investmentin the Trust.

Thevalue of Solana as represented by the Pricing Benchmark may also be subject to momentum pricing due to speculation regarding future appreciationin value, leading to greater volatility that could adversely affect the value of the Shares. Momentum pricing of Solana has previouslyresulted, and may continue to result, in speculation regarding future appreciation or depreciation in the price of Solana, further contributingto volatility and potentially inflating prices at any given time. These dynamics may impact the value of an investment in Trust.

Somemarket observers have asserted that in time, the value of digital assets will fall to a fraction of their current value, or even to zero.Solana has not been in existence long enough for market participants to assess these predictions with any precision, but if these observersare even partially correct, an investment in the Shares may turn out to be substantially worthless.

Politicalor economic crises may motivate large-scale sales of Solana, which could result in a reduction in the price of Solana and adversely affectan investment in the Shares.

Asan alternative to fiat currencies that are backed by central governments, Solana is subject to supply and demand forces based upon thedesirability of an alternative, decentralized means of buying and selling goods and services, and it is unclear how such supply and demandwill be impacted by geopolitical events. Nevertheless, political or economic crises may motivate large-scale acquisitions or sales ofSolana, either globally or locally. Large-scale sales of Solana would result in a reduction in its price and adversely affect an investmentin the Shares.

Ownershipof Solana is pseudonymous, and the supply of accessible Solana is unknown. Entities with substantial holdings in Solana may engage inlarge-scale sales or distributions, either on nonmarket terms or in the ordinary course, which could result in a reduction in the priceof Solana and adversely affect an investment in the Shares.

Thereis no registry showing which individuals or entities own Solana or the quantity of Solana that is owned by any particular person or entity.It is possible, and in fact, reasonably likely, that a small group of early Solana adopters hold a significant proportion of the Solanathat has been created to date. There are no regulations in place that would prevent a large holder of Solana from selling Solana it holds.To the extent such large holders of Solana engage in large-scale sales or distributions, either on nonmarket terms or in the ordinarycourse, it could result in a reduction in the price of Solana and adversely affect an investment in the Shares.

Dueto the nature of private keys, Solana transactions are irrevocable and stolen or incorrectly transferred Solana may be irretrievable.As a result, any incorrectly executed Solana transactions could adversely affect an investment in the trust.

Solanatransactions are typically not reversible without the consent and active participation of the recipient of the transaction. Once a transactionhas been signed with private keys, verified and recorded in a block that is added to the Solana blockchain, an incorrect transfer ofcryptocurrency, such as Solana, or a theft of Solana generally will not be reversible and the Trust may not be capable of seeking compensationfor any such transfer or theft. Although the Trust’s transfers of Solana will regularly be made to or from the Trust’s accountsat the Solana Custodian or the Additional Solana Custodian, it is possible that, through computer or human error, or through theft orcriminal action, the Trust’s Solana could be transferred from the Trust’s account at the Solana Custodian or the AdditionalSolana Custodian in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. To the extent that the Trust isunable to successfully seek redress for such error or theft, such loss could adversely affect an investment in the Trust.

Thecustody of the Trust’s Solana is handled by the Solana Custodian or the Additional Solana Custodian, and the transfer of Solanato and from Liquidity Providers normally takes place through the Solana Custodian’s Clearing Services and is directed by the Administratorand the Transfer Agent. The Sponsor has evaluated the procedures and internal controls of the Trust’s Solana Custodian and theAdditional Solana Custodian to safeguard the Trust’s Solana holdings, as well as the procedures and internal controls of the Trust’sAdministrator.

However,it is possible that, through computer or human error, or through theft or criminal action, the Trust’s Solana could be transferredfrom the Trust’s Solana Account or Clearing Account at the Solana Custodian or the Additional Solana Account at the AdditionalSolana Custodian in incorrect amounts or to unauthorized third parties, or to incorrect destination addresses on the Solana blockchain.

Alternatively,if the Solana Custodian’s and the Additional Solana Custodian’s internal procedures and controls are inadequate to safeguardthe Trust’s Solana holdings, and the Trust’s private key(s) is (are) lost, destroyed or otherwise compromised and no backupof the private key(s) is (are) accessible, the Trust will be unable to access its Solana, which could adversely affect an investmentin the Shares of the Trust. In addition, if the Trust’s private key(s) is (are) misappropriated and the Trust’s Solana holdingsare stolen, including from or by the Solana Custodian or the Additional Solana Custodian, the Trust could lose some or all of its Solanaholdings, which could adversely impact an investment in the Shares of the Trust.

Suchevents have occurred in connection with digital assets in the past. For example, in September 2014, the Chinese digital asset exchangeHuobi announced that it had sent approximately 900 bitcoins and 8,000 Litecoins (worth approximately $400,000 at the prevailing marketprices at the time) to the wrong customers. To the extent that the Trust is unable to seek a corrective transaction with such third partyor is incapable of identifying the third party which has received the Trust’s Solana through error or theft, the Trust will beunable to revert or otherwise recover incorrectly transferred Solana. The Trust will also be unable to convert or recover its Solanatransferred to uncontrolled accounts. To the extent that the Trust is unable to seek redress for such error or theft, such loss couldadversely affect the value of the Shares.

Adisruption of the internet may affect Solana Network operations, which may adversely affect the Solana industry and an investment inthe Trust.

TheSolana Network relies on the Internet. A significant disruption of Internet connectivity (i.e., one that affects large numbers of usersor geographic regions) could disrupt the Solana Network’s functionality and operations until the disruption of the Internet isresolved. A disruption of the Internet could adversely affect an investment in the Trust or the ability of the Trust to operate.

Decentralizedgovernance of the Solana Network could have a negative impact on the performance of the Trust.

Thegovernance of decentralized networks, such as the Solana Network, is by voluntary consensus and open competition. In other words, theSolana Network has no central decision-making body or clear manner in which participants can come to an agreement other than throughvoluntary, widespread consensus. As a result, a lack of widespread consensus in the governance of the Solana Network may adversely affectthe network’s utility and ability to adapt and face challenges, including technical and scaling challenges. Historically the developmentof the source code of the Solana Network has been overseen by Solana Labs, the Solana Foundation, and other core developers. Core developers’roles evolve over time, largely based on self-determined participation. If a significant majority of users and validators adopt amendmentsto a decentralized network based on the proposals of such core developers, such network will be subject to new protocols that may adverselyaffect the value of the relevant digital asset. However, the Solana Network would cease to operate successfully without both validatorsand users, and the core developers cannot formally compel them to adopt the changes to the source code desired by core developers, orto continue to render services or participate in the Solana Network. As a general matter, the governance of the Solana Network generallydepends on most of members of the Solana community ultimately reaching some form of voluntary agreement on significant changes.

Thedecentralized governance of the Solana Network may make it difficult to find or implement solutions or marshal sufficient effort to overcomeexisting or future problems, especially protracted ones requiring substantial directed effort and resource commitment over a long periodof time, such as scaling challenges. The Solana Network’s failure to overcome governance challenges could exacerbate problems experiencedby the network or cause the network to fail to meet the needs of its users, and could cause users, miners, and developer talent to abandonthe Solana Network or to choose competing blockchain protocols, or lead to a drop in speculative interest, which could cause the valueof Solana to decline. If the Solana community is unable to reach consensus in the future, it could have adverse consequences for thenetwork or lead to a fork, which could affect the value of Solana.

Theopen-source structure of the Solana Network protocol means that the core developers and other contributors are generally not directlycompensated for their contributions in maintaining and developing the Solana Network protocol. A failure to properly monitor and upgradethe Solana Network protocol could damage the Solana Network and an investment in the trust.

TheSolana Network operates based on an open-source protocol maintained by the core developers and other contributors, largely on the GitHubresource section dedicated to Solana development. As new Solana are rewarded solely for validator activity (other than the 500 millionminted in 2018 upon launch of the Solana testnet) and are not sold on an ongoing basis to generate revenue to support development activity,and the Solana Network protocol itself is made available for free rather than sold or made available subject to licensing or subscriptionfees and its use does not generate revenues for its development team, the core developers are generally not compensated for maintainingand updating the source code for the Solana Network protocol. Consequently, there is a lack of financial incentive for developers tomaintain or develop the Solana Network and the core developers may lack the resources to adequately address emerging issues with theSolana Network protocol. Although the Solana Network is currently supported by the core developers, there can be no guarantee that suchsupport will continue or be sufficient in the future. The perception that high-profile contributors may no longer contribute to the networkmay have an adverse effect on the market price of any related digital assets. For example, in June 2017, an unfounded rumor circulatedthat Ethereum core developer Vitalik Buterin had died. Following the rumor, the price of ETH decreased approximately 20% before recoveringafter Buterin himself dispelled the rumor. Some have speculated that the rumor led to the decrease in the price of ETH. In the eventa high-profile contributor to the Solana Network is perceived as no longer able to contribute to the Solana Network due to death, retirement,withdrawal, incapacity, or otherwise, whether or not such perception is valid, it could negatively affect the price of Solana, whichcould adversely impact the value of the Shares.

Inanother example, FTX, one of the largest Digital asset trading platforms at the time, experienced a high-profile collapse in November2022. Along with its CEO Sam Bankman-Fried and Alameda Research (a digital asset trading firm also owned by Bankman-Fried), FTX had providedsubstantial financial and developmental support to the Solana project. Bankman-Fried was also a strong and vocal supporter of Solanaand the Solana Network. It does not appear, however, that FTX, Alameda Research, or any other Bankman-Fried-affiliated entity had a formalrelationship with Solana Labs or the Solana Foundation, or that Solana Labs or the Solana Foundation were involved in any of FTX, AlamedaResearch or Bankman-Fried’s alleged misconduct. Based on public information it does not appear that FTX or Alameda Research operateda validator node on the Solana Network. The price of Solana fell severely immediately following the news of FTX’s insolvency (althoughit has since recovered substantially).

Inthe event a high-profile contributor to the Solana Network, such as Anatoly Yakovenko, is perceived as no longer contributing to theSolana Network due to death, retirement, withdrawal, incapacity, or otherwise, whether or not such perception is valid, it could negativelyaffect the price of Solana, which could adversely impact the value of the Shares.

Alternatively,some developers may be funded by entities whose interests are at odds with other participants in the Solana Network.

Inaddition, a bad actor could also attempt to interfere with the operation of the Solana Network by attempting to exercise a malign influenceover a core developer. To the extent that material issues arise with the Solana Network protocol and the core developers and open-sourcecontributors are unable to address the issues adequately or in a timely manner, the Solana Network and an investment in the Trust maybe adversely affected.

Flawsin source code.

Inthe past, flaws in the source code for digital asset networks have been exposed and exploited, including flaws that disabled some functionalityfor users, exposed users’ personal information and/or resulted in the theft of users’ digital assets. Discovery of flawsin or exploitations of the source code that allow malicious actors to take or create money in contravention of known network rules haveoccurred. The cryptography underlying Solana could prove to be flawed or ineffective, or developments in mathematics and/or technology,such as advances in digital computing, algebraic geometry and quantum computing, could make cryptography ineffective. In any of thesecircumstances, a malicious actor may be able to steal Solana held by others, which could adversely affect the demand for Solana and thereforeadversely impact the price of Solana and the value of the Shares. Even if a digital asset other than Solana were affected by similarcircumstances, any reduction in confidence in the robustness of the source code or cryptography underlying digital assets generally couldnegatively affect the demand for all digital assets, including Solana, and therefore adversely affect the value of the Shares.

Competitionfrom the emergence or growth of other digital assets or methods of investing in Solana could have a negative impact on the price of Solanaand adversely affect the value of the Shares.

Asof November 1, 2024, Solana was the 5th largest digital asset by market capitalization, as tracked by CoinMarketCap.com. As of ________,20__, the alternative digital assets tracked by CoinMarketCap.com had a total market capitalization of approximately $____ billion (includingthe approximately $____ billion market cap of Solana), as calculated using market prices and total available supply of each digital asset,excluding tokens pegged to other assets. Solana faces competition from a wide range of digital assets, including Bitcoin and Ethereum.Solana is also supported by fewer regulated trading platforms than more established digital assets, such as Bitcoin and Ethereum, whichcould impact its liquidity. In addition, Solana is in direct competition to other smart contract platforms, such as Ethereum, Polkadot,Avalanche and Cardano. Competition from the emergence or growth of alternative digital assets and smart contracts platforms, such asEOS, Tezos, Tron, and numerous others, could have a negative impact on the demand for, and price of, Solana and thereby adversely affectthe value of the Shares.

Inaddition, some digital asset networks, including the Solana Network, may be the target of ill will from users of other digital assetnetworks. For example, in July 2016, the Solana Network underwent a contentious hard fork that resulted in the creation of a new digitalasset network called Solana Classic. As a result, some users of the Solana Classic network may harbor ill will toward the Solana Network.These users may attempt to negatively impact the use or adoption of the Solana Network.

Investorsmay invest in Solana through means other than the Shares, including through direct investments in Solana and other potential financialvehicles, possibly including securities backed by or linked to Solana and digital asset financial vehicles similar to the Trust, or otherfutures-based products. Market and financial conditions, and other conditions beyond the Sponsor’s control, may make it more attractiveto invest in other financial vehicles or to invest in Solana directly, which could limit the market for, and reduce the liquidity of,the Shares. In addition, to the extent digital asset financial vehicles other than the Trust tracking the price of Solana are formedand represent a significant proportion of the demand for Solana, large purchases or redemptions of the securities of these digital assetfinancial vehicles, or private funds holding Solana, could negatively affect the Pricing Benchmark, the Trust’s Solana holdings,the price of the Shares, the net asset value of the Trust and the NAV.

Congestionor delay in the Solana Network may delay purchases or sales of Solana by the Trust.

Increasedtransaction volume could result in delays in the recording of transactions due to congestion in the Solana Network. Moreover, unforeseensystem failures, disruptions in operations, or poor connectivity may also result in delays in the recording of transactions on the SolanaNetwork. Any delay in the Solana Network could affect an Authorized Participant’s ability to buy or sell Solana Network at an advantageousprice resulting in decreased confidence in the Solana Network. Over the longer term, delays in confirming transactions could reduce theattractiveness to merchants and other commercial parties as a means of payment. As a result, the Solana Network and the value of theTrust would be adversely affected.

RisksAssociated with the Pricing Benchmark, SRR and CME Solana Real Time Price

ThePricing Benchmark, SRR and CME Solana Real Time Price each have a limited history.

ThePricing Benchmark, which was introduced on September 16, 2024, is based on materially the same methodology (except calculation time)as the SRR, which was first introduced on April 25, 2022. The Pricing Benchmark and the SRR have a limited history and their value isan average composite reference rate calculated using volume-weighted trading price data from the Constituent Platforms. A longer historyof actual performance through various economic and market conditions would provide greater and more reliable information for an investorto assess Pricing Benchmark’s performance. The Benchmark Provider has substantial discretion at any time to change the methodologyused to calculate the Pricing Benchmark, including the Constituent Platforms that contribute prices to the Trust’s NAV. The BenchmarkProvider does not have any obligation to take into consideration the needs of the Trust, the Shareholders, or anyone else in connectionwith such changes. There is no guarantee that the methodology currently used in calculating the Pricing Benchmark will appropriatelytrack the price of Solana in the future. Neither the CME Group nor the Benchmark Provider has any obligation to take into considerationthe needs of the Trust or the Shareholders in determining, composing, or calculating the Pricing Benchmark or in the selection of theConstituent Platforms used. The Constituent Platforms are chosen by the Benchmark Provider, under the oversight of the CME CF CryptocurrencyPricing Products Oversight Committee.

Althoughthe Pricing Benchmark is intended to accurately capture the market price of Solana, third parties may be able to purchase and sell Solanaon public or private markets not included among the Constituent Platforms, and such transactions may take place at prices materiallyhigher or lower than the Pricing Benchmark price. Moreover, there may be variances in the price of Solana on the various ConstituentPlatforms, including as a result of differences in fee structures or administrative procedures on different Constituent Platforms. Whilethe Pricing Benchmark provides a U.S. dollar-denominated price of Solana based on the volume-weighted price of Solana on certain ConstituentPlatforms, at any given time, the prices on each such Constituent Platform may not be equal to the price of Solana as represented bythe Pricing Benchmark. It is possible that the price of Solana on the Constituent Platforms could be materially higher or lower thanthe Pricing Benchmark price. To the extent the Pricing Benchmark price differs materially from the actual prices available on a ConstituentPlatform, or from the global market price of Solana, the price of the Shares may no longer track, whether temporarily or over time, theglobal market price of Solana, which could adversely affect an investment in the Trust by reducing investors’ confidence in theShares’ ability to track the market price of Solana. To the extent such prices differ materially from the Pricing Benchmark price,investors may lose confidence in the Shares’ ability to track the market price of Solana, which could adversely affect the valueof the Shares.

Thepricing sources (Constituent Platforms) used by the Pricing Benchmark are digital asset trading venues that facilitate the buying andselling of Solana and other digital assets. Although many pricing sources refer to themselves as “exchanges,” they are notregistered with, or supervised by, the SEC or the CFTC and they do not meet the regulatory standards of a national securities exchangeor designated contract market. For these reasons, among others, purchases and sales of Solana may be subject to temporary distortionsor other disruptions due to various factors, including the lack of liquidity in the markets and government regulation and intervention.These circumstances could affect the price of Solana used in Pricing Benchmark calculations and, therefore, could adversely affect theSolana price as reflected by the Pricing Benchmark.

TheConstituent Platforms have changed over time. For example, on January 25, 2019, itBit was suspended from the Pricing Benchmark due todata quality issues, which suspension was lifted on February 1, 2019 after the Benchmark Provider confirmed that data quality assurancemeasures were in place to identify the errors that the itBit data contained through a full match of parameters. On August 30, 2019, Geminiwas added to the Pricing Benchmark. On October 28, 2019, Coinbase was added to the Pricing Benchmark. On May 3, 2022, LMAX Digital wasadded to the Pricing Benchmark. The Benchmark Provider, under the oversight of the CME CF Cryptocurrency Pricing Products Oversight Committee,may remove or add Constituent Platforms in the future at its discretion. For more information on the inclusion criteria for ConstituentPlatforms in the Pricing Benchmark, see “THE TRUST AND SOLANA PRICES—The CME CF Solana – Dollar Reference Rate –New York Variant."

ThePricing Benchmark is based on various inputs which may include price data from various third-party digital asset trading platforms. Neitherthe CME Group nor the Benchmark Provider guarantees the validity of any of these inputs, which may be subject to technological error,manipulative activity, or fraudulent reporting from their initial source.

TheTrust utilizes the Pricing Benchmark to establish its NAV and NAV per Share. In the event that the Pricing Benchmark is incorrectly calculated,is not timely calculated or changes its calculation methodology in the future, such an occurrence may adversely impact an investmentin the Shares or the Trust’s operations.

TheCME Solana Real Time Price also has a limited history and shares some of the same structural and methodological features and risks asthe Pricing Benchmark. The Trust utilizes the CME Solana Real Time Price to establish its ITV. While investors are capable of assessingthe intra-day movement of the price of the Shares and the Solana market price of Solana, Shareholders may use the ITV as a data pointin their assessment of the value of the Shares. In the event that the CME Solana Real Time Price is incorrectly calculated, is not timelycalculated or changes its calculation methodology in the future, such an occurrence may adversely impact the utility of the ITV to Shareholders.

Althoughthe Pricing Benchmark and CME Solana Real Time Price are designed to accurately capture the market price of Solana, third parties maybe able to purchase and sell Solana on public or private markets not included among the Constituent Platforms of the Pricing Benchmarkand CME Solana Real Time Price, and such transactions may take place at prices materially higher or lower than the level of the PricingBenchmark used to establish the NAV. To the extent such prices differ materially from the level of the Pricing Benchmark used to establishthe NAV, investors may lose confidence in the Shares’ ability to track the market price of Solana, which could adversely affectan investment in the Shares.

TheBenchmark Provider could experience systems failures or errors.

Ifthe computers or other facilities of the Benchmark Provider, data providers and/or relevant stock exchange malfunction for any reason,calculation and dissemination of the Pricing Benchmark may be delayed. Errors in Pricing Benchmark data, the Pricing Benchmark computationsand/or construction may occur from time to time and may not be identified and/or corrected for a period of time or at all, which mayhave an adverse impact on the Trust and the Shareholders. Any of the foregoing may lead to errors in the Pricing Benchmark, which maylead to a different investment outcome for the Trust and its Shareholders than would have been the case had such events not occurred.The Pricing Benchmark is the reference price for calculating the Trust’s NAV. Consequently, losses or costs associated with thePricing Benchmark’s errors or other risks described above will generally be borne by the Trust and the Shareholders and neitherthe Sponsor nor its affiliates or agents make any representations or warranties regarding the foregoing.

Ifthe Pricing Benchmark is not available, the Trust’s holdings may be fair valued in accordance with the policy approved by the Sponsor.If the Pricing Benchmark is not available, or if the Sponsor determines, in its sole discretion, that the Pricing Benchmark does notreflect an accurate Solana price, the Trust’s holdings may be “fair valued” in accordance with the valuation policiesapproved by the Sponsor. Those valuation policies stipulate that when seeking to fair value Solana, the Sponsor may apply all availablefactors the Sponsor deems relevant at the time of the determination, and may be based on analytical values determined by the Sponsorusing third-party valuation models. Pursuant thereto, the Sponsor expects to utilize a volume-weighted average price or volume-weightedmedian price of Solana provided by a secondary pricing source (“Secondary Source”). If a Secondary Source is not availableor the Sponsor in its sole discretion determines the Secondary Sources are unreliable, the price set by the Trust’s principal marketas of 4:00 p.m. ET, on the valuation date would be considered for utilization. In the event the principal market price is not availableor the Sponsor in its sole discretion determines the principal market valuation is unreliable the Sponsor will use its best judgmentto determine a good faith estimate of fair value based upon all available factors. The Sponsor does not anticipate that the need to “fairvalue” Solana will be a common occurrence.

Tothe extent the valuation determined in accordance with the policy approved by the Sponsor differs materially from the actual market priceof Solana, the price of the Shares may no longer track, whether temporarily or over time, the global market price of Solana, which couldadversely affect an investment in the Trust by reducing investors’ confidence in the Shares’ ability to track the globalmarket price of Solana. To the extent such prices differ materially from the market price for Solana, investors may lose confidence inthe Shares’ ability to track the market price of Solana, which could adversely affect the value of the Shares. The Sponsor doesnot anticipate that the need to “fair value” Solana will be a common occurrence.

ThePricing Benchmark could fail to track the global Solana price, and a failure of the Pricing Benchmark could adversely affect the valueof the Shares.

Althoughthe Pricing Benchmark is intended to accurately capture the market price of Solana, third parties may be able to purchase and sell Solanaon public or private markets not included among the Constituent Platforms, and such transactions may take place at prices materiallyhigher or lower than the Pricing Benchmark price. Moreover, there may be variances in the price of Solana on the various ConstituentPlatforms, including as a result of differences in fee structures or administrative procedures on different Constituent Platforms. Whilethe Pricing Benchmark provides a U.S. dollar-denominated composite for the price of Solana based on the volume-weighted price of Solanaon certain Constituent Platforms, at any given time, the prices on each such Constituent Platform or pricing source may not be equalto the price of Solana as represented by the Pricing Benchmark. It is possible that the price of Solana on the Constituent Platformscould be materially higher or lower than the Pricing Benchmark price. To the extent the Pricing Benchmark price differs materially fromthe actual prices available on a Constituent Platform, or from the global market price of Solana, the price of the Shares may no longertrack, whether temporarily or over time, the global market price of Solana, which could adversely affect an investment in the Trust byreducing investors’ confidence in the Shares’ ability to track the market price of Solana. To the extent such prices differmaterially from the Pricing Benchmark price, investors may lose confidence in the Shares’ ability to track the market price ofSolana, which could adversely affect the value of the Shares.

TheSponsor can discontinue using the Pricing Benchmark and use a different pricing or valuation methodology instead.

TheSponsor, in its sole discretion, may cause the Trust to price its portfolio based upon an index, benchmark or standard other than thePricing Benchmark at any time, with prior notice to the Shareholders, if investment conditions change or the Sponsor believes that anotherindex, benchmark or standard better aligns with the Trust’s investment objective and strategy. The Sponsor may make this decisionfor a number of reasons, including, but not limited to, a determination that the Pricing Benchmark price of Solana differs materiallyfrom the global market price of Solana and/or that third parties are able to purchase and sell Solana on public or private markets notincluded among the Constituent Platforms, and such transactions may take place at prices materially higher or lower than the PricingBenchmark price. The Sponsor, however, is under no obligation whatsoever to make such changes in any circumstance. In the event thatthe Sponsor intends to establish the Trust’s NAV by reference to an index, benchmark or standard other than the Pricing Benchmark,it will provide Shareholders with notice in a prospectus supplement and/or through a current report on Form 8-K or in the Trust’sannual or quarterly reports.

ThePricing Benchmark price used to calculate the value of the Trust’s Solana may be volatile, adversely affecting the value of theShares.

Theprice of Solana on public digital asset trading platforms has a limited history, and during this history, Solana prices on the digitalasset markets more generally, and on digital asset trading platforms individually, have been volatile and subject to influence by manyfactors, including operational interruptions. While the Pricing Benchmark is designed to limit exposure to the interruption of individualdigital asset trading platforms, the Pricing Benchmark price, and the price of Solana generally, remains subject to volatility experiencedby digital asset exchanges, and such volatility could adversely affect the value of the Shares.

Furthermore,because the number of liquid and credible digital asset trading platforms is limited, the Pricing Benchmark will necessarily be composedof a limited number of digital asset trading platforms. If a digital asset trading platform were subjected to regulatory, volatilityor other pricing issues, the Benchmark Provider would have limited ability to remove such digital asset trading platform from the PricingBenchmark, which could skew the price of Solana as represented by the Pricing Benchmark. Trading on a limited number of digital assettrading platforms may result in less favorable prices and decreased liquidity of Solana and, therefore, could have an adverse effecton the value of the Shares.

ThePricing Benchmark price being used to determine the NAV of the Trust may not be consistent with GAAP. To the extent that the Trust’sfinancial statements are determined using a different pricing source that is consistent with GAAP, the NAV reported in the Trust’speriodic financial statements may differ, in some cases significantly, from the Trust’s NAV determined using the Pricing Benchmarkpricing.

TheTrust will determine the NAV of the Trust on each business day based on the value of Solana as reflected by the Pricing Benchmark. Themethodology used to calculate the Pricing Benchmark price to value Solana in determining the NAV of the Trust may not be deemed consistentwith GAAP. To the extent the methodology used to calculate the Pricing Benchmark is deemed inconsistent with GAAP, the Trust will utilizean alternative GAAP-consistent pricing source for purposes of the Trust’s periodic financial statements. Creation and redemptionof Baskets, the Sponsor Fee and other expenses borne by the Trust will be determined using the Trust’s NAV determined daily basedon the Pricing Benchmark. Such NAV of the Trust determined using the Pricing Benchmark price may differ, in some cases significantly,from the NAV reported in the Trust’s periodic financial statements.

RisksRelated to Pricing.

TheTrust’s portfolio will be priced, including for purposes of determining the NAV, based upon the Pricing Benchmark. The price ofSolana in U.S. dollars or in other currencies available from other data sources may not be equal to the prices used to calculate theNAV.

TheNAV of the Trust will change as fluctuations occur in the market price of the Trust’s Solana holdings as reflected in the PricingBenchmark. Shareholders should be aware that the public trading price per Share may be different from the NAV for a number of reasons,including price volatility; trading activity; the closing of Solana trading platforms due to fraud, failure, security breaches or otherwise;and the fact that supply-and-demand forces at work in the secondary trading market for Shares are related, but not identical, to thesupply-and-demand forces influencing the market price of Solana.

Shareholdersalso should note that the size of the Trust in terms of total Solana held may change substantially over time and as Baskets are createdand redeemed.

Inthe event that the value of the Trust’s Solana holdings or Solana holdings per Share is incorrectly calculated, neither the Sponsornor the Administrator will be liable for any error and such misreporting of valuation data could adversely affect the value of the Shares.

RisksAssociated with Investing in the Trust

Investment-RelatedRisks.

Investingin Solana and, consequently, the Trust, is speculative. The price of Solana is volatile, and market movements of Solana are difficultto predict. Supply-and-demand changes rapidly are affected by a variety of factors, including regulation and general economic trends,such as interest rates, availability of credit, credit defaults, inflation rates and economic uncertainty. All investments made by theTrust will risk the loss of capital. Therefore, an investment in the Trust involves a high degree of risk, including the risk that theentire amount invested may be lost. No guarantee or representation is made that the Trust’s investment program will be successful,that the Trust will achieve its investment objective or that there will be any return of capital invested to investors in the Trust,and investment results may vary.

TheTrust is subject to market risk.

Marketrisk refers to the risk that the market price of Solana held by the Trust will rise or fall, sometimes rapidly or unpredictably. An investmentin the Shares is subject to market risk, including the possible loss of the entire principal of the investment.

Differentfrom directly owning Solana.

Theperformance of the Trust will not reflect the specific return an investor would realize if the investor actually held or purchased Solanadirectly. The differences in performance may be due to factors such as fees and transaction costs. Investors will also forgo certainrights conferred by owning Solana directly, such as the right to claim airdrops. See “RISK FACTORS—Risks Associated withInvesting in the Trust—Shareholders may not receive the benefits of any forks or “airdrops.”"

TheTrust is a passive investment vehicle. The Trust is not actively managed and will be affected by a general decline in the price of Solana.

TheSponsor does not actively manage the Solana held by the Trust. This means that the Sponsor does not sell Solana at times when its priceis high, or acquire Solana at low prices in the expectation of future price increases. It also means that the Sponsor does not make useof any of the hedging techniques available to professional Solana investors to attempt to reduce the risks of losses resulting from pricedecreases. Any losses sustained by the Trust will adversely affect the value of the Shares.

Thevalue of the Shares may be influenced by a variety of factors unrelated to the price of Solana.

Thevalue of the Shares may be influenced by a variety of factors unrelated to the price of Solana that may have an adverse effect on theprice of the Shares. These factors include, but are not limited to, the following:

Anyof these factors could affect the value of the Shares, either directly or indirectly through their effect on the Trust’s assets.

Liquidityrisk.

TheTrust’s and the Authorized Participants’ ability to buy or sell Solana may be adversely affected by limited trading volume,lack of a market maker, or legal restrictions. It is also possible that a Solana spot market or governmental authority may suspend orrestrict trading in Solana altogether. Therefore, it may not always be possible to execute a buy or sell order at the desired price orto liquidate an open position due to market conditions on spot markets, regulatory issues affecting Solana or other issues affectingcounterparties. Solana is a new asset with a very limited trading history. Therefore, the markets for Solana may be less liquid and morevolatile than other markets for more established products.

TheNAV may not always correspond to the market price of Solana and, as a result, Baskets may be created or redeemed at a value that is differentfrom the market price of the Shares.

TheNAV of the Trust will change as fluctuations occur in the market price of the Trust’s Solana holdings. Shareholders should be awarethat the public trading price per Share may be different from the NAV for a number of reasons, including price volatility; trading activity;the closing of digital asset trading platforms due to fraud, failure, security breaches or otherwise; and the fact that supply-and-demandforces at work in the secondary trading market for Shares are related, but not identical, to the supply-and-demand forces influencingthe market price of Solana.

An Authorized Participant maybe able to create or redeem a Basket at a discount or a premium to the public trading price per Share, and the Trust will therefore maintainits intended fractional exposure to a specific amount of Solana per Share.

Shareholders also should notethat the size of the Trust in terms of total Solana held may change substantially over time and as Baskets are created and redeemed.

When acquiring Solana, it is possiblethat the Trust will pay a higher price for Solana than the value ascribed to Solana by the Pricing Benchmark, the rate used to calculatethe Trust’s NAV. This is known as “slippage.” While transactions in any asset are subject to the risk of slippage, itis possible that transactions in digital assets may be more susceptible. The Trust seeks to minimize the risk of slippage by basing theamount of cash an Authorized Participant is required to deposit to consummate a creation order for Baskets on the price the Trust actuallypaid for the Solana rather than on the value of Solana ascribed by the Pricing Benchmark. Nonetheless, there can be no guarantee thatthe Trust will not be negatively affected by slippage from time to time.

The Shares may tradeat a discount or premium in the trading price relative to the NAV as a result of non-concurrent trading hours between the Exchange anddigital asset trading platforms. Non-concurrent trading hours may also result in the Shares gapping at the open of trading on the Exchange.

The value of a Share may be influencedby non-concurrent trading hours between the Exchange and various digital asset trading platforms, including the Constituent Platformsof the Pricing Benchmark. Additionally, Shares may be traded at other times and in other venues. While U.S. equity markets are open fortrading in the Shares for a limited period each day, the Solana market is a 24-hour marketplace; however, trading volume and liquidityon the Solana market are not consistent throughout the day and digital asset trading platforms, including the larger-volume markets, havebeen known to shut down temporarily or permanently due to security concerns, directed denial-of-service attacks and other reasons. Asa result, during periods when U.S. equity markets are open but large portions of the Solana market are either lightly traded or are closed,trading spreads and the resulting premium or discount on the Shares may widen and, therefore, increase the difference between the priceof the Shares and the NAV. Premiums or discounts may have an adverse effect on an investment in the Shares if a Shareholder sells or acquiresits Shares during a period of discount or premium, respectively.

During periods when U.S. equitymarkets are closed but digital asset trading platforms are open, significant changes in the price of Solana could result in a differencein performance between the price of Solana and the most recent Share price. To the extent that the price of Solana moves significantlyin a negative direction after the close of U.S. equity markets, the trading price of the Shares may “gap” down to the fullextent of such negative price shift when U.S. equity markets reopen. To the extent that the price of Solana drops significantly duringhours in which U.S. equity markets are closed, investors may not be able to sell their Shares until after the “gap” down hasbeen fully realized, resulting in an inability to mitigate losses in a rapidly negative market.

Buying and sellingactivity associated with the purchase and redemption of Baskets may adversely affect an investment in the Shares.

The Sponsor’s purchase ofSolana in connection with Basket purchase orders may cause the price of Solana to increase, which will result in higher prices for theShares. Increases in the Solana prices may also occur as a result of Solana purchases by other market participants who attempt to benefitfrom an increase in the market price of Solana when Baskets are created. The market price of Solana may therefore decline immediatelyafter Baskets are created.

Selling activity associated withsales of Solana by the Sponsor in connection with redemption orders may decrease the Solana prices, which will result in lower pricesfor the Shares. Decreases in Solana prices may also occur as a result of selling activity by other market participants.

In addition to the effect thatpurchases and sales of Solana by the Sponsor and other market participants may have on the price of Solana, other exchange-traded productsor large private investment vehicles with similar investment objectives (if developed) could represent a substantial portion of demandfor Solana at any given time and the sales and purchases by such investment vehicles may impact the price of Solana. If the price of Solanadeclines, the trading price of the Shares will generally also decline.

The inability of AuthorizedParticipants and market makers to hedge their Solana exposure may adversely affect the liquidity of Shares and the value of an investmentin the Shares.

Authorized Participants and marketmakers will generally want to hedge their exposure in connection with Basket purchase and redemption orders. To the extent AuthorizedParticipants and market makers are unable to hedge their exposure due to market conditions (e.g., insufficient Solana liquidity in themarket, inability to locate an appropriate hedge counterparty, extreme volatility in the price of Solana, wide spreads between pricesquoted on different Solana trading platforms, the closing of Solana trading platforms due to fraud, failures, security breaches or otherwiseetc.), such conditions may make it difficult to purchase or redeem Baskets or cause them to not create or redeem Baskets. In addition,the hedging mechanisms employed by Authorized Participants and market makers to hedge their exposure to Solana may not function as intended,which may make it more difficult for them to enter into such transactions. Such events could negatively impact the market price of Sharesand the spread at which Shares trade on the open market.

Arbitrage transactionsintended to keep the price of Shares closely linked to the price of Solana may be problematic if the process for the purchase and redemptionof Baskets encounters difficulties, which may adversely affect an investment in the Shares.

If the processes of creation andredemption of Shares (which depend on timely transfers of Solana to and by the Solana Custodian) encounter any unanticipated difficultiesdue to, for example, the price volatility of Solana, the insolvency, business failure or interruption, default, failure to perform, securitybreach, or other problems affecting the Prime Execution Agent or Solana Custodian, the closing of Solana trading platforms due to fraud,failures, security breaches or otherwise, or network outages or congestion, spikes in transaction fees demanded by validators, or otherproblems or disruptions affecting the Solana Network, then potential market participants, such as the Authorized Participants and theircustomers, who would otherwise be willing to purchase or redeem Baskets to take advantage of any arbitrage opportunity arising from discrepanciesbetween the price of the Shares and the price of the underlying Solana may not take the risk that, as a result of those difficulties,they may not be able to realize the profit they expect.

Alternatively, in the case ofa network outage or other problems affecting the Solana Network, the processing of transactions on the Solana Network may be disrupted,which in turn may prevent Solana Trading Counterparties from depositing or withdrawing Solana from their custody accounts, which in turncould affect the creation or redemption of Baskets. If this is the case, the liquidity of the Shares may decline and the price of theShares may fluctuate independently of the price of Solana and may fall or otherwise diverge from NAV. Furthermore, in the event that themarket for Solana should become relatively illiquid and thereby materially restrict opportunities for arbitraging by delivering Solanain return for Baskets, the price of Shares may diverge from the price of Solana.

Investors may be adverselyaffected by purchase or redemption orders that are subject to postponement, suspension or rejection under certain circumstances.

The Trust may, in its discretion,suspend the right of purchase or redemption or may postpone the redemption or purchase settlement date, for (1) for any period duringwhich the Exchange is closed other than customary weekend or holiday closings, or trading on the Exchange is suspended or restricted,(2) any period during which an emergency exists as a result of which the fulfillment of a purchase order or the redemption distributionis not reasonably practicable (for example, as a result of an interruption in services or availability of the Prime Execution Agent, SolanaCustodian, Cash Custodian, Administrator, or other service providers to the Trust, act of God, catastrophe, civil disturbance, governmentprohibition, war, terrorism, strike or other labor dispute, fire, force majeure, interruption in telecommunications, internet services,or network provider services, unavailability of Fedwire, SWIFT or banks’ payment processes, significant technical failure, bug,error, disruption or fork of the Solana Network, hacking, cybersecurity breach, or power, internet, or Solana Network outage, or similarevent), or (3) such other period as the Sponsor determines to be necessary for the protection of the Shareholders of the Trust (for example,where acceptance of the U.S. dollars needed to create each Basket would have certain adverse tax consequences to the Trust or its Shareholders).In addition, the Trust may reject a redemption order if the order is not in proper form as described in the Authorized Participant Agreementor if the fulfillment of the order might be unlawful. Any such postponement, suspension or rejection could adversely affect a redeemingAuthorized Participant. Suspension of creation privileges may adversely impact how the Shares are traded and arbitraged in the secondarymarket, which could cause Shares to trade at levels materially different (premiums and discounts) from the value of their underlying Solana.

Investors may be adverselyaffected by an overstatement or understatement of the NAV calculation of the Trust due to the valuation method employed on the date ofthe NAV calculation.

In certain circumstances, theTrust’s Solana investments may be valued using techniques other than reliance on the price established by the Pricing Benchmark.The value established by using the Pricing Benchmark may be different from what would be produced through the use of another methodology.The value of Solana or other digital asset investments valued using techniques other than those employed by the Pricing Benchmark, including“fair valuation measures,” may differ from the value of Solana determined by reference to the Pricing Benchmark.

If the Pricing Benchmark is notavailable, or if the Sponsor determines, in its sole discretion, that the Pricing Benchmark does not reflect an accurate Solana price,the Trust’s holdings may be “fair valued” in accordance with the valuation policies approved by the Sponsor. Those valuationpolicies stipulate that when seeking to fair value Solana, the Sponsor may apply all available factors the Sponsor deems relevant at thetime of the determination, and may be based on analytical values determined by the Sponsor using third-party valuation models. Pursuantthereto, the Sponsor expects to utilize a volume-weighted average price or volume-weighted median price of Solana provided by a SecondarySource. If a Secondary Source is not available or the Sponsor in its sole discretion determines the Secondary Sources are unreliable,the price set by the Trust’s principal market as of 4:00 p.m. ET, on the valuation date would be considered for utilization. Inthe event the principal market price is not available or the Sponsor in its sole discretion determines the principal market valuationis unreliable the Sponsor will use its best judgment to determine a good faith estimate of fair value based upon all available factors.The Sponsor does not anticipate that the need to “fair value” Solana will be a common occurrence.

As an owner of Shares,you will not have the rights normally associated with ownership of other types of shares.

Shares are not entitled to thesame rights as shares issued by a corporation. By acquiring Shares, you are not acquiring the right to elect directors, to receive dividends,to vote on certain matters regarding the issuer of the Shares or to take other actions normally associated with the ownership of shares.You will only have the limited rights described under “MANAGEMENT; VOTING BY SHAREHOLDERS.”

The Sponsor and theTrustee may agree to amend the Trust Agreement or Sponsor Agreement without the consent of the Shareholders.

The Sponsor and the Trustee mayagree to amend the Trust Agreement or Sponsor Agreement without Shareholder consent. The Sponsor shall determine the contents and mannerof delivery of any notice of any Trust Agreement amendment. Such notice may be provided on the Trust’s website, in a prospectussupplement, through a current report on Form 8-K and/or in the Trust’s annual or quarterly reports. If an amendment to the TrustAgreement or Sponsor Agreement imposes new fees and charges or increases existing fees or charges, including the Sponsor Fee (except fortaxes and other governmental charges, registration fees or other such expenses), or prejudices a substantial right of Shareholders, itwill become effective for outstanding Shares 30 days after notice of such amendment is given to registered owners. Shareholders that arenot registered owners (which most Shareholders will not be) may not receive specific notice of a fee increase other than through an amendmentto the Prospectus. Moreover, at the time an amendment becomes effective, by continuing to hold Shares, Shareholders are deemed to agreeto the amendment and to be bound by the Trust Agreement and Sponsor Agreement as amended without specific agreement to such increase.

The Trust is subjectto risks due to its concentration of investments in a single asset class.

Unlike other funds that may investin diversified assets, the Trust’s investment strategy is concentrated in a single asset class: Solana. This concentration maximizesthe degree of the Trust’s exposure to a variety of market risks associated with Solana. By concentrating its investment strategysolely on Solana, any losses suffered as a result of a decrease in the price of Solana can be expected to reduce the value of an interestin the Trust and will not be offset by other gains if the Trust were to invest in underlying assets that were diversified.

A possible “shortsqueeze” due to a sudden increase in demand for the Shares that largely exceeds supply may lead to price volatility in the Shares.

Investors may purchase Sharesto hedge existing Solana or other digital asset, commodity or currency exposure or to speculate on the price of Solana. Speculation onthe price of Solana may involve long and short exposures. To the extent that aggregate short exposure exceeds the number of Shares availablefor purchase (for example, in the event that large redemption requests by Authorized Participants dramatically affect Share liquidity),investors with short exposure may have to pay a premium to repurchase Shares for delivery to Share lenders. Those repurchases may, inturn, dramatically increase the price of the Shares until additional Shares are created through the creation process. This is often referredto as a “short squeeze.” A short squeeze could lead to volatile price movements in the Shares that are not directly correlatedto the price of Solana.

As the Sponsor andits management have a limited history of operating an investment vehicle like the Trust, their experience may be inadequate or unsuitableto manage the Trust.

The Sponsor has no history ofpast performance in managing a Solana exchange-traded product, which is a novel type of investment product. In addition, the Sponsor isnot, and the Sponsor believes it is not required to be, registered as an investment adviser under the Investment Advisers Act of 1940(the “Advisers Act”) or a commodity pool operator or commodity trading adviser under the Commodity Exchange Act. The pastperformances of the Sponsor’s management in other positions, including their experiences in private funds that hold Solana and traditionalexchange-traded funds investing in securities, are an imperfect indication of their ability to manage an investment vehicle such as theTrust. If the experience of the Sponsor and its management is inadequate or unsuitable to manage an investment vehicle such as the Trust,the operations of the Trust may be adversely affected.

Security threats andcyber-attacks could result in the halting of Trust operations and a loss of Trust assets or damage to the reputation of the Trust, eachof which could result in a reduction in the price of the Shares.

Security breaches, cyber-attacks,computer malware and computer hacking attacks have been a prevalent concern in relation to digital assets. Multiple thefts of Solana andother digital assets from other holders have occurred in the past. Because of the pseudonymous nature of the Solana Network, thefts canbe difficult to trace, which may make Solana a particularly attractive target for theft. Cyber security failures or breaches of one ormore of the Trust’s service providers (including, but not limited to, the Transfer Agent, the Marketing Agent, the Administrator,the Cash Custodian or the Solana Custodian) have the ability to cause disruptions and impact business operations, potentially resultingin financial losses, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursementor other compensation costs, and/or additional compliance costs.

The Trust and its service providers’use of the internet, technology and information systems (including mobile devices and cloud-based service offerings) may expose the Trustto potential risks linked to cyber-security breaches of those technological or information systems. The Sponsor believes that the Trust’sSolana held in the Trust Solana Account at the Solana Custodian or Trading Balance held with the Prime Execution Agent will be an appealingtarget to hackers or malware distributors seeking to destroy, damage or steal the Trust’s Solana and will only become more appealingas the Trust’s assets grow. To the extent that the Trust, Sponsor, Solana Custodian or Prime Execution Agent is unable to identifyand mitigate or stop new security threats or otherwise adapt to technological changes in the digital asset industry, the Trust’sSolana may be subject to theft, loss, destruction or other attack.

The Sponsor believes that thesecurity procedures in place for the Trust, including, but not limited to, offline storage, or cold storage, multiple encrypted privatekey “shards,” and other measures, are reasonably designed to safeguard the Trust’s Solana. Nevertheless, the securityprocedures cannot guarantee the prevention of any loss due to a security breach, software defect or act of God that may be borne by theTrust and the security procedures may not protect against all errors, software flaws or other vulnerabilities in the Trust’s technicalinfrastructure, which could result in theft, loss or damage of its assets. The Sponsor does not control the Solana Custodian’s orPrime Execution Agent’s operations or implementation of such security procedures and there can be no assurance that such securityprocedures will actually work as designed or prove to be successful in safeguarding the Trust’s assets against all possible sourcesof theft, loss or damage. Assets not held in cold storage, such as assets held in a trading account, may be more vulnerable to securitybreach, hacking or loss than assets held in cold storage. Furthermore, assets held in a trading account, including the Trust’s TradingBalance at the Prime Execution Agent, are held on an omnibus, rather than segregated basis, which creates greater risk of loss.

The security procedures and operationalinfrastructure may be breached due to the actions of outside parties, error or malfeasance of an employee of the Sponsor, Prime ExecutionAgent, Solana Custodian, or otherwise, and, as a result, an unauthorized party may obtain access to the Trust Solana Account with theSolana Custodian or the Trust’s Trading Balance with the Prime Execution Agent, the private keys (and therefore Solana) or otherdata of the Trust. Additionally, outside parties may attempt to fraudulently induce employees of the Sponsor, Solana Custodian, PrimeExecution Agent or the Trust’s other service providers to disclose sensitive information in order to gain access to the Trust’sinfrastructure. As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently,or may be designed to remain dormant until a predetermined event and often are not recognized until launched against a target, the Sponsor,Solana Custodian or Prime Execution Agent may be unable to anticipate these techniques or implement adequate preventative measures.

An actual or perceived breachof the Trust Solana Account with the Solana Custodian or the Trust’s Trading Balance with the Prime Execution Agent could harm theTrust’s operations, result in partial or total loss of the Trust’s assets, damage the Trust’s reputation and negativelyaffect the market perception of the effectiveness of the Trust, all of which could in turn reduce demand for the Shares, resulting ina reduction in the price of the Shares. The Trust may also cease operations, the occurrence of which could similarly result in a reductionin the price of the Shares.

While the Sponsor and the Trust’sservice providers have established business continuity plans and systems that they respectively believe are reasonably designed to preventcyber attacks, there are inherent limitations in such plans and systems including the possibility that certain risks have not been, orcannot be, identified. Service providers may have limited indemnification obligations to the Trust, which could be negatively impactedas a result.

If the Trust’s holdingsof Solana are lost, stolen or destroyed under circumstances rendering a party liable to the Trust, the responsible party may not havethe financial resources sufficient to satisfy the Trust’s claim. For example, as to a particular event of loss, the only sourceof recovery for the Trust may be limited to the relevant custodian or, to the extent identifiable, other responsible third parties (forexample, a thief or terrorist), any of which may not have the financial resources (including liability insurance coverage) to satisfya valid claim of the Trust. Similarly, as noted below, the Solana Custodian and Prime Execution Agent have limited liability to the Trust,which could adversely affect the Trust’s ability to seek recovery from them, even when the Solana Custodian’s or Prime ExecutionAgent’s actions or failure to act are the cause of the Trust’s loss.

It may not be possible, eitherbecause of a lack of available policies or because of prohibitive cost, for the Trust to obtain insurance that would cover losses of theTrust’s Solana. If an uninsured loss occurs or a loss exceeds policy limits, the Trust could lose all of its assets.

The Trust’srisk management processes and policies may prove to not be adequate to prevent any loss of the Trust’s Solana.

The Sponsor is continuing to monitorand evaluate the Trust’s risk management processes and policies and believes that the current risk management processes and proceduresare reasonably designed and effective. The Sponsor believes that the security procedures that the Sponsor, Solana Custodian and PrimeExecution Agent utilize, such as hardware redundancy, segregation and offline data storage (i.e., the maintenance of data on computersand/or storage media that is not directly connected to or accessible from the internet and/or networked with other computers, also knownas “cold storage”) protocols are reasonably designed to safeguard the Trust’s Solana from theft, loss, destruction orother issues relating to hackers and technological attack. Despite the number of security procedures that the Sponsor, Solana Custodianand Prime Execution Agent employ, it is impossible to guarantee the prevention of any loss due to a security breach, software defect,act of God, pandemic or riot that may be borne by the Trust. Notwithstanding the above, the Sponsor, Solana Custodian and Prime ExecutionAgent are responsible for their own gross negligence, willful misconduct or bad faith. In the event that the Trust’s risk managementprocesses and policies prove to not be adequate to prevent any loss of the Trust’s Solana and such loss is not covered by insuranceor is otherwise recoverable, the value of the Shares will decrease as a result and investors would experience a decrease in the valueof their investment.

The development andcommercialization of the Trust is subject to competitive pressures.

The Trust and the Sponsor facecompetition with respect to the creation of competing products. The Sponsor’s competitors may have greater financial, technicaland human resources than the Sponsor. These competitors may also compete with the Sponsor in recruiting and retaining qualified personnel.Smaller or early-stage companies may also prove to be effective competitors, particularly through collaborative arrangements with largeand established companies. If the SEC were to approve many or all of the currently pending applications for such exchange-traded Solanaproducts, many or all of such products, including the Trust, could fail to acquire substantial assets, initially or at all. The Trust’scompetitors may also charge a substantially lower fee than the Sponsor Fee in order to achieve initial market acceptance and scale. Accordingly,the Sponsor’s competitors may commercialize a competing product more rapidly or effectively than the Sponsor is able to, which couldadversely affect the Sponsor’s competitive position and the likelihood that the Trust will achieve initial market acceptance, andcould have a detrimental effect on the scale and sustainability of the Trust. For exchange-traded products similar to the Trust, therehave been significant “first-mover” advantages in terms of asset gathering, trading volume and media coverage. In many cases,the first mover in an asset class has been able to maintain these advantages for extended periods. In the event that the SEC were to approveother exchange-traded Solana products prior to approving the Trust, the Trust could be significantly negatively affected.

If the Trust fails to achievesufficient scale due to competition, the Sponsor may have difficulty raising sufficient revenue to cover the costs associated with launchingand maintaining the Trust, and such shortfalls could impact the Sponsor’s ability to properly invest in robust ongoing operationsand controls of the Trust to minimize the risk of operating events, errors, or other forms of losses to the Shareholders. In addition,the Trust may also fail to attract adequate liquidity in the secondary market due to such competition, resulting in a sub-standard numberof Authorized Participants willing to make a market in the Shares, which in turn could result in a significant premium or discount inthe Shares for extended periods and the Trust’s failure to reflect the performance of the price of Solana.

In addition, the Trust will competewith direct investments in Solana, other digital assets and other potential financial vehicles, possibly including securities backed byor linked to digital assets and other investment vehicles that focus on other digital assets. Market and financial conditions, and otherconditions beyond the Trust’s control, may make it more attractive to invest directly or in other vehicles, which could adverselyaffect the performance of the Trust.

To the extent that the Trust incurstransaction expenses in connection with the creation and redemption process, litigation expenses, indemnification obligations under theTrust’s service provider agreements and other extraordinary expenses that are not borne by the Sponsor, such expenses will be borneby the Trust. To the extent that the Trust fails to attract a sufficiently large amount of investors, the effect of such expenses on thevalue of the Shares may be significantly greater than would be the case if the Trust had attracted more assets.

The lack of activetrading markets for the Shares may result in losses on investors’ investments at the time of disposition of Shares.

Although Shares are expected tobe publicly listed and traded on the Exchange, there can be no guarantee that an active trading market for the Trust will develop or bemaintained. If investors need to sell their Shares at a time when no active market for them exists, the price investors receive for theirShares, assuming that investors are able to sell them, likely will be lower than the price that investors would receive if an active marketdid exist and, accordingly, a Shareholder may suffer losses.

Possible illiquidmarkets may exacerbate losses or increase the variability between the Trust’s NAV and its market price.

Solana is a novel asset with avery limited trading history. Therefore, the markets for Solana may be less liquid and more volatile than other markets for more establishedproducts, such as futures contracts for traditional physical commodities. It may be difficult to execute a Solana trade at a specificprice when there is a relatively small volume of buy and sell orders in the Solana market. A market disruption can also make it more difficultto liquidate a position or find a suitable counterparty at a reasonable cost.

Market illiquidity may cause lossesfor the Trust. The large size of the positions that the Trust may acquire will increase the risk of illiquidity by both making the positionsmore difficult to liquidate and increasing the losses incurred while trying to do so should the Trust need to liquidate its Solana. Anytype of disruption or illiquidity will potentially be exacerbated due to the fact that the Trust will typically invest in Solana, whichis highly concentrated.

The Trust’sSolana may be subject to loss, damage, theft or restriction on access.

There is a risk that part or allof the Trust’s Solana could be lost, stolen or destroyed, potentially by the loss or theft of the private keys held by the SolanaCustodian or Prime Execution Agent associated with Trust’s Solana. The Sponsor believes that the Solana Custodian’s and PrimeExecution Agent’s operations are an appealing target to hackers or malware distributors seeking to destroy, damage or steal Solanaor private keys. Although the Solana Custodian and Prime Execution Agent use multiple means and layers of security to minimize the riskof loss, damage and theft, neither the Solana Custodian, the Prime Execution Agent nor the Sponsor can guarantee that such security willprevent such loss, damage or theft, whether caused intentionally, accidentally or by act of God. Access to the Trust’s Solana couldalso be restricted by natural events (such as an earthquake or flood), human actions (such as a terrorist attack) or security or compliancemeasures (such as in response to a hard fork). Any of these events may adversely affect the operations of the Trust and, consequently,an investment in the Shares.

Several factors mayaffect the Trust’s ability to achieve its investment objective on a consistent basis.

There is no guarantee that theTrust will meet its investment objectives. Factors that may affect the Trust’s ability to meet its investment objective include:(1) the Trust’s ability to purchase and sell Solana in an efficient manner to effectuate creation and redemption orders; (2) transactionfees associated with the Solana Network; (3) the Solana market becoming illiquid or disrupted; (4) the Share prices being rounded to thenearest cent and/or valuation methodologies; (5) the need to conform the Trust’s portfolio holdings to comply with investment restrictionsor policies or regulatory or tax law requirements; (6) early or unanticipated closings of the markets on which Solana trades, resultingin the inability of the Authorized Participants to execute intended portfolio transactions; (7) operational or methodological issues withthe Pricing Benchmark that result in the benchmark used by the Trust not accurately representing the true value of the Trust’s Solanaholdings; and (8) accounting standards.

The amount of Solanarepresented by a Share will decline over time.

The amount of Solana representedby a Share will continue to be reduced during the life of the Trust due to the transfer of the Trust’s Solana to pay the SponsorFee and to pay for extraordinary, non-recurring expenses not assumed by the Sponsor. This dynamic will occur irrespective of whether thetrading price of the Shares rises or falls in response to changes in the price of Solana. In addition, in the very rare event that TradeCredits (as defined below) are utilized in connection with the payment of Trust expenses not assumed by the Sponsor, any interest payableon the Trade Credits will be the responsibility of the Trust.

Each outstanding Share representsa unit of undivided beneficial ownership of the Trust. The Trust does not generate any income and transfers Solana to pay the SponsorFee, and to pay for extraordinary, non-recurring expenses not assumed by the Sponsor. Therefore, the amount of Solana represented by eachShare will gradually decline over time. This is also true with respect to Shares that are issued in exchange for additional deposits ofSolana or cash used to acquire Solana over time, as the amount of Solana required to create Shares proportionally reflects the amountof Solana represented by the Shares outstanding at the time of such Basket being created. Assuming a constant Solana price, the tradingprice of the Shares is expected to gradually decline relative to the price of Solana as the amount of Solana represented by the Sharesgradually declines.

Investors should be aware thatthe gradual decline in the amount of Solana represented by the Shares will occur regardless of whether the trading price of the Sharesrises or falls in response to changes in the price of Solana.

Extraordinary expensesresulting from unanticipated events may become payable by the Trust, adversely affecting an investment in the Shares.

In consideration for the SponsorFee, the Sponsor has contractually assumed certain operational and periodic expenses of the Trust. See “ADDITIONAL INFORMATION ABOUTTHE TRUST—The Trust’s Fees and Expenses.” Extraordinary, non-recurring expenses that are not assumed by the Sponsorare borne by the Trust and paid through the sale of the Trust’s Solana. Any incurring of extraordinary expenses by the Trust couldadversely affect an investment in the Shares.

The value of the Shareswill be adversely affected if the Trust is required to indemnify the Trustee, the Administrator, the Transfer Agent, the Solana Custodian,the Prime Execution Agent or the Cash Custodian.

Under the Trust Agreement andthe Trust’s service provider agreements, each of the Trustee, Administrator, Transfer Agent, Solana Custodian, Prime Execution Agent,Cash Custodian and Sponsor has a right to be indemnified by the Trust for any liability or expense it incurs, subject to certain exceptions.Therefore, the Trustee, Administrator, Transfer Agent, Solana Custodian, Prime Execution Agent, Cash Custodian or Sponsor may requirethat the assets of the Trust be sold in order to cover losses or liability suffered by it. Any sale of that kind would reduce the netassets of the Trust and the NAV.

Unforeseeable risks.

Solanahas gained commercial acceptance only within recent years and, as a result, there is little data on its long-term investment potential.Additionally, due to the rapidly evolving nature of the Solana market, including advancements in the underlyingtechnology, changes to Solana may expose investors in the Trust to additional risks that are impossible to predict.

Regulatory Risk

Digital asset marketsin the united states exist in a state of regulatory uncertainty, and adverse legislative or regulatory developments could significantlyharm the value of Solana or the shares, such as by banning, restricting or imposing onerous conditions or prohibitions on the use of Solana,mining activity, digital wallets, the provision of services related to trading and custodying Solana, the operation of the Solana Network,or the digital asset markets generally.

Thereis a lack of consensus regarding the regulation of digital assets, including Solana, and their markets. As a result of the growth in thesize 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 (includingFinCEN, SEC, OCC, CFTC, FINRA, the Consumer Financial Protection Bureau (“CFPB”), the Department of Justice, the Departmentof Homeland Security, the Federal Bureau of Investigation, the IRS, state financial institution regulators, and others) have been examiningthe operations of digital asset networks, digital asset users and the digital asset markets. Many of these state and federal agencieshave brought enforcement actions or issued consumer advisories regarding the risks posed by digital assets to investors.

Ongoingand future regulatory actions with respect to digital assets generally or Solana in particular may alter, perhaps to a materially adverseextent, the nature of an investment in the Shares or the ability of the Trust to continue to operate.

The2022 Events, including among others the bankruptcy filings of FTX and its subsidiaries, Three Arrows Capital, Celsius Network, VoyagerDigital, Genesis, BlockFi and others, and other developments in the digital asset markets, have resulted in calls for heightened scrutinyand regulation of the digital asset industry, with a specific focus on intermediaries such as digital asset exchanges, platforms, andcustodians. Federal and state legislatures and regulatory agencies may introduce and enact new laws and regulations to regulate cryptoasset 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 eventswhich 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 expressedsignificant safety and soundness concerns with business models that are concentrated in crypto-asset related activities or have concentratedexposures to the crypto-asset sector.

USfederal and state regulators, as well as the White House, have issued reports and releases concerning crypto assets, including Solanaand crypto asset markets. Further, in 2023 the House of Representatives formed two new subcommittees: the Digital Assets, Financial Technologyand Inclusion Subcommittee and the Commodity Markets, Digital Assets, and Rural Development Subcommittee, each of which were formed inpart to analyze issues concerning crypto assets and demonstrate a legislative intent to develop and consider the adoption of federal legislationdesigned to address the perceived need for regulation of and concerns surrounding the crypto industry. However, the extent and contentof 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 assetbusiness.

InAugust 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 issuesrelated to protecting investors and consumers, guarding against illicit activity, and ensuring financial stability. The chair expresseda need for the SEC to have additional authorities to prevent transactions, products, and platforms from “falling between regulatorycracks,” as well as for more resources to protect investors in “this growing and volatile sector.” The chair calledfor federal legislation centering on digital asset trading, lending, and decentralized finance platforms, seeking “additional plenaryauthority” to write rules for digital asset trading and lending. Moreover, 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 alignmentof the United States Government approach to digital assets,” signals an ongoing focus on digital asset policy and regulation inthe United States. A number of reports issued pursuant to the Executive Order have focused on various risks related to the digital assetecosystem, and have recommended additional legislation and regulatory oversight. There have also been several bills introduced in Congressthat propose to establish additional regulation and oversight of the digital asset markets.

Itis not possible to predict whether Congress will grant additional authorities to the SEC or other regulators, what the nature of suchadditional authorities might be, how they might impact the ability of digital asset markets to function or how any new regulations thatmay flow from such authorities might impact the value of digital assets generally and Solana held by the Trust specifically. The consequencesof increased federal regulation of digital assets and digital asset activities could have a material adverse effect on the Trust and theShares.

FinCENrequires any administrator or exchanger of convertible digital assets to register with FinCEN as a money transmitter and comply with theanti-money laundering regulations applicable to money transmitters. Entities which fail to comply with such regulations are subject tofines, may be required to cease operations, and could have potential criminal liability. For example, in 2015, FinCEN assessed a $700,000fine against a sponsor of a digital asset for violating several requirements of the Bank Secrecy Act by acting as an MSB and selling thedigital asset without registering with FinCEN, and by failing to implement and maintain an adequate anti-money laundering program. In2017, FinCEN assessed a $110 million fine against BTC-e, a now defunct digital asset exchange, for similar violations. The requirementthat exchangers that do business in the U.S. register with FinCEN and comply with anti-money laundering regulations may increase the costof buying and selling Solana and therefore may adversely affect the price of Solana and an investment in the Shares.

TheOffice 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 areblocked, and with whom U.S. persons are generally prohibited from dealing. Such actions by OFAC, or by similar organizations in otherjurisdictions, may introduce uncertainty in the market as to whether Solana that has been associated with such addresses in the past canbe easily sold. This “tainted” Solana may trade at a substantial discount to untainted Solana. Reduced fungibility in theSolana markets may reduce the liquidity of Solana and therefore adversely affect their price.

InFebruary 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 significantnew regulations governing digital asset activities to address concerns regarding the potential use for facilitating money laundering andother illicit activities. In December 2020, FinCEN, a bureau within the U.S. Treasury Department, proposed a rule that would require financialinstitutions 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 beliefthat regulators should “look closely at how to encourage the use of digital assets for legitimate activities while curtailing theiruse for malign and illegal activities.”

Underregulations from the New York State Department of Financial Services (“NYDFS”), businesses involved in digital asset businessactivity for third parties in or involving New York, excluding merchants and consumers, must apply for a license, commonly known as aBitLicense, from the NYDFS and must comply with anti-money laundering, cyber security, consumer protection, and financial and reportingrequirements, among others. As an alternative to a BitLicense, a firm can apply for a charter to become a limited purpose trust companyunder New York law qualified to engage in certain digital asset business activities. Other states have considered or approved digitalasset business activity statutes or rules, passing, for example, regulations or guidance indicating that certain digital asset businessactivities constitute money transmission requiring licensure.

Theinconsistency in applying money transmitting licensure requirements to certain businesses may make it more difficult for these businessesto provide services, which may affect consumer adoption of Solana and its price. In an attempt to address these issues, the Uniform LawCommission passed a model law in July 2017, the Uniform Regulation of Virtual Currency Businesses Act, which has many similarities tothe BitLicense and features a multistate reciprocity licensure feature, wherein a business licensed in one state could apply for acceleratedlicensure procedures in other states. It is still unclear, however, how many states, if any, will adopt some or all of the model legislation.

Lawenforcement agencies have often relied on the transparency of blockchains to facilitate investigations. However, certain privacy-enhancingfeatures have been, or are expected to be, introduced to a number of digital asset networks. If the Solana Network were to adopt any ofthese features, these features may provide law enforcement agencies with less visibility into transaction-level data. For example, “privacypools,” zero knowledge proofs, and other technologies that could enhance privacy have been discussed by participants in the SolanaNetwork. Europol, the European Union’s law enforcement agency, released a report in October 2017 noting the increased use of privacy-enhancingdigital assets like Zcash and Monero in criminal activity on the internet. In August 2022, OFAC banned all U.S. citizens from using TornadoCash, a digital asset protocol designed to obfuscate blockchain transactions, by adding certain Solana wallet addresses associated withthe protocol to its Specially Designated Nationals list. On October 19, 2023, FinCEN published a proposed rulemaking to apply the authoritiesin 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 CVCtransactions 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 involvingtechnologies, services, or methods that have the effect of obfuscating the source, destination, or amount of a CVC transaction, whetheror 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 wereto adopt features which come within the rule’s ambit, it could cause covered financial institutions – such as many virtualcurrency exchanges, or the Trust’s service providers, such as the Cash Custodian – to reduce support for or cease offeringservices for Solana or to the Trust, which could impair the utility of Solana, the value of the Shares and the Trust’s ability tooperate in compliance with new laws and regulations.

Future and currentregulations by a U.S. or foreign government or quasi-governmental agency could have an adverse effect on an investment in the Trust.

The regulation of Solana and relatedproducts and services continues to evolve, may take many different forms and will, therefore, impact the Solana Network and Solana andtheir usage in a variety of manners. The inconsistent and sometimes conflicting regulatory landscape may make it more difficult for Solanabusinesses to provide services, which may impede the growth of the Solana economy and have an adverse effect on consumer adoption of Solana.There is a possibility of future regulatory change altering, perhaps to a material extent, the nature of an investment in the Shares orthe ability of the Trust to continue to operate.

Changes to current regulatorydeterminations of Solana’s status under federal or state securities laws, changes to regulations surrounding Solana futures or relatedproducts, or actions by a U.S. or foreign government or quasi-governmental agency exerting regulatory authority over Solana, the SolanaNetwork, Solana trading, or related activities impacting other parts of the digital asset market, may adversely impact Solana and thereforemay have an adverse effect on the value of an investment in the Trust.

The Trust is not aregistered investment company and is not subject to the Commodity Exchange Act.

The Trust is not a registeredinvestment company subject to the Investment Company Act. Consequently, Shareholders of the Trust do not have the regulatory protectionsprovided to Shareholders in registered and regulated investment companies, which, for example, require investment companies to have acertain percentage of disinterested directors and regulate the relationship between the investment company and certain of its affiliates.Further, the Trust will not hold or trade in commodity futures contracts regulated by the Commodity Exchange Act, as administered by theCFTC. The Trust will not engage in “retail commodity transactions”— any Solana transaction entered into on a leveraged,margined or financed basis (as described above). Such transactions are deemed to be commodity futures under the Commodity Exchange Actand subject to CFTC jurisdiction. Furthermore, the Sponsor believes that the Trust is not a commodity pool for purposes of the CommodityExchange Act. Consequently, Shareholders will not have the regulatory protections provided to Shareholders in Commodity Exchange Act-regulatedinstruments or commodity pools.

Trading on digitalasset trading platforms outside the United States is not subject to U.S. regulation and may be less reliable than U.S. trading platforms.

To the extent any of the Trust’strading is conducted on digital asset trading platforms outside the United States, trading on such trading platforms is not regulatedby any U.S. governmental agency and may involve certain risks not applicable to trading on U.S. trading platforms. Certain foreign marketsmay be more susceptible to disruption than U.S. trading platforms. These factors could adversely affect the performance of the Trust.

As Solana and thebroader digital assets ecosystem have grown, they have begun to attract more regulatory attention around the globe. The future regulatoryenvironment is uncertain and may vary by country or even within countries. Failure to appropriately regulate the digital assets ecosystemcould stifle innovation, which could adversely impact the value of the Shares.

Current and future legislation,CFTC and SEC rulemaking, and other regulatory developments may impact the manner in which Solana is treated for classification and clearingpurposes. In particular, Solana may be classified by the CFTC as a “commodity interest” under the Commodity Exchange Act andcertain transactions in Solana may be deemed to be commodity futures or Solana may be classified by the SEC as a “security”under U.S. federal securities laws. As of the date of this Prospectus, the Sponsor is not aware of any rules that have been proposed toregulate Solana as a commodity interest or a security. Although the federal district court in the S.D.N.Y. has recently held that undercertain transaction structures that Solana is not a security, this ruling is not yet definitive and the Sponsor and the Trust cannot becertain as to how future regulatory developments will impact the treatment of Solana under U.S. law. In the face of such developments,the required registrations and compliance steps may result in extraordinary, non-recurring expenses to the Trust. If the Sponsor decidesto terminate the Trust in response to the changed regulatory circumstances, the Trust may be dissolved or liquidated at a time that isdisadvantageous to Shareholders.

To the extent that Solana is deemedto fall within the definition of a “commodity interest” under the Commodity Exchange Act, the Trust and the Sponsor may besubject to additional regulation under the Commodity Exchange Act and CFTC regulations. These additional requirements may result in extraordinary,recurring and/or non-recurring expenses of the Trust, thereby materially and adversely impacting the Shares. If the Sponsor and/or theTrust determines not to comply with such additional regulatory and registration requirements, the Sponsor may terminate the Trust. Anysuch termination could result in the liquidation of the Trust’s Solana at a time that is disadvantageous to Shareholders.

Further, if any other digitalasset with widespread markets is determined to be a “commodity interest” under the Commodity Exchange Act, it may have materialadverse consequences for Solana as a digital asset due to negative publicity or a decline in the general acceptance of digital assets.In addition, trading platforms that feature digital assets that are determined to be commodity interests may face penalties or be requiredto shut down if they do not have the licenses required to facilitate the trading and clearance of such commodity interests, which couldresult in a reduction of the liquidity of Solana markets.

Solana and other digital assetscurrently face an uncertain regulatory landscape in many foreign jurisdictions such as the European Union, China, the United Kingdom,Australia, Russia, Israel, Poland, India and Canada. Cybersecurity attacks by state actors, particularly for the purpose of evading internationaleconomic sanctions, are likely to attract additional regulatory scrutiny to the acquisition, ownership, sale and use of digital assets,including Solana. The effect of any existing regulation or future regulatory change on the Trust or Solana is impossible to predict, butsuch change could be substantial and adverse to the Trust and the value of the Shares. Various foreign jurisdictions have adopted, andmay continue to adopt in the near future, laws, regulations or directives that affect digital assets, particularly with respect to digitalasset exchanges, trading venues and service providers that fall within such jurisdictions’ regulatory scope. For example, on May21, 2021, Chinese Vice Premier Liu He and the State Council issued a statement aiming to crack down on bitcoin mining in China. Over thesubsequent weeks, multiple regions began to shut down mining operations, including what was estimated to be the three largest Chinesemining regions in Xinjiang, Sichuan, and Inner Mongolia. This resulted in a material decrease in the global bitcoin hash rate. Such laws,regulations or directives may conflict with those of the United States and may negatively impact the acceptance of digital assets by users,merchants and service providers outside the United States and may therefore impede the growth or sustainability of the digital assetseconomy in these jurisdictions as well as in the United States and elsewhere, or otherwise negatively affect the value of digital assets,including Solana, and, in turn, the value of the Shares.

It may be illegalnow, or in the future, to acquire, own, hold, sell or use Solana in one or more countries, and ownership of, holding or trading in theShares may also be considered illegal and subject to sanction.

Although currently Solana is notregulated or is lightly regulated in most countries, including the United States, one or more countries such as China, India or Russiamay take regulatory actions in the future that severely restricts the right to acquire, own, hold, sell or use Solana or to exchange Solanafor fiat currency. Such an action may also result in the restriction of ownership, holding or trading in the Shares. Such a restrictioncould result in the termination and liquidation of the Trust at a time that is disadvantageous to Shareholders, or may adversely affectan investment in the Shares.

Future legal or regulatorydevelopments may negatively affect the value of Solana 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 Solana are treated for classification and clearingpurposes. In particular, Solana itself in the future might be classified by the CFTC as a “commodity interest” under the CEA,subjecting all transactions in Solana to full CFTC regulatory jurisdiction. Alternatively, in the future Solana might be classified bya court as a “security” under U.S. federal securities laws. The Sponsor and the Trust cannot be certain as to how future regulatorydevelopments will impact the treatment of Solana under the law. In the face of such developments, the required registrations and compliancesteps may result in extraordinary, nonrecurring expenses to the Trust. If the Sponsor decides to terminate the Trust in response to thechanged regulatory circumstances, the Trust may be dissolved or liquidated at a time that is disadvantageous to Shareholders.

The SEC has stated that certaindigital assets may be considered “securities” under the federal securities laws. The test for determining whether a particulardigital asset is a “security” is complex and the outcome is difficult to predict. If Solana is in the future determined tobe a “security” under federal or state securities laws by the SEC or any other agency, or in a proceeding in a court of lawor otherwise, it would likely have material adverse consequences for the value of Solana. For example, it may become more difficult orimpossible for Solana to be traded, cleared and custodied in the United States as compared to other digital assets that are not consideredto be securities, which could in turn negatively affect the liquidity and general acceptance of Solana and cause users to migrate to otherdigital assets.

To the extent that Solana is determinedto be a security, the Trust and the Sponsor may also be subject to additional regulatory requirements, including under the 1940 Act, andthe Sponsor may be required to register as an investment adviser under the Investment Advisers Act of 1940, as amended (the “AdvisersAct”). If the Sponsor determines not to comply with such additional regulatory and registration requirements, the Sponsor will terminatethe Trust. Any such termination could result in the liquidation of the Trust’s Solana at a time that is disadvantageous to Shareholders.

To the extent that Solana is deemedto fall within the definition of a “commodity interest” under the CEA, the Trust and the Sponsor may be subject to additionalregulation under the CEA and CFTC regulations. These additional requirements may result in extraordinary, recurring and/or nonrecurringexpenses of the Trust, thereby materially and adversely impacting the Shares. If the Sponsor and/or the Trust determines not to complywith such additional regulatory and registration requirements, the Sponsor may terminate the Trust. Any such termination could resultin the liquidation of the Trust’s Solana at a time that is disadvantageous to Shareholders.

The SEC has recently proposedamendments to the custody rules under Rule 406(4)-2 of the Advisers Act. The proposed rule changes would amend the definition of a “qualifiedcustodian” under Rule 206(4)-2(d)(6) and expand the current custody rule in 406(4)-2 to cover all digital assets, including Solana,and related advisory activities. If enacted as proposed, these rules would likely impose additional regulatory requirements with respectto the custody and storage of digital assets, including Solana. The Sponsor is studying the impact that such amendments may have on theTrust and its arrangements with the Solana Custodian. It is possible that such amendments, if adopted, could prevent the Solana Custodianfrom serving as service providers to the Trust, or require potentially significant modifications to existing arrangements under the CustodyAgreement, which could cause the Trust to bear potentially significant increased costs. If the Sponsor is unable to make such modificationsor appoint successor service providers to fill the role that the Solana Custodian currently plays, the Trust’s operations (includingin relation to creations and redemptions of Baskets and the holding of Solana) could be negatively affected, 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 couldbe affected.

Further, the proposed amendmentscould have a severe negative impact on the price of Solana and therefore the value of the Shares if enacted, by, among other things, makingit more difficult for investors to gain access to Solana, or causing certain holders of Solana to sell their holdings.

Tax Risk

The IRS may disagreewith or seek to challenge the Trust’s treatment as a grantor trust.

The Sponsor intends to take theposition that the Trust is properly treated as a grantor trust for U.S. federal income tax purposes. Assuming that the Trust is a grantortrust, the Trust will not be subject to U.S. federal income tax. Rather, if the Trust is a grantor trust, each beneficial owner of Shareswill be treated as directly owning its pro rata share of the Trust’s assets and a pro rata portion of the Trust’s income,gain, losses and deductions will “flow through” to each beneficial owner of Shares.

Shareholders couldincur a tax liability without an associated distribution of the Trust.

In the normal course of business,it is possible that the Trust could incur a taxable gain in connection with the sale of Solana (including deemed sales of Solana as aresult of the Trust using Solana to pay its expenses, including the Sponsor Fee) that is otherwise not associated with a distributionto Shareholders, or in connection with the receipt cash from the Sponsor in connection with the Sponsor’s sale of Incidental Right(s)and/or IR Asset(s). Shareholders may be subject to tax due to the grantor trust status of the Trust even though there is not a correspondingdistribution from the Trust.

The tax treatmentof Solana and transactions involving Solana for U.S. federal income tax purposes may change.

The tax treatment of digital assetsis still evolving and subject to change. Current IRS guidance indicates that Solana should be treated as property for federal income taxpurposes and that transactions involving the exchange of Solana in return for goods and services should be treated as barter exchanges.Such guidance allows transactions in Solana to qualify for beneficial capital gains treatment. However, because Solana is a new technologicalinnovation, the U.S. federal income tax treatment of an investment in Solana or in transactions relating to investments in Solana, includingwithout limitation the tax treatment of a fork or airdrop, may evolve and change from those described in this Prospectus, possibly withretroactive effect. For example, current guidance indicates that digital asset currencies are neither collectibles nor currencies forthe purposes of determining the applicable tax rate; however, the IRS has statutory authority to change its position. If the IRS wereto determine that digital assets were collectibles or a currency, the tax rate incurred by investors would be higher. Additional disclosurerequirements may also apply to an investment in digital assets. Investors should consult their individual tax advisers to determine ifsuch disclosure requirements apply to them.

Any change in the U.S. federalincome tax treatment of Solana may have a negative effect on the price of Solana and may adversely affect the value of the Shares. Whetherany additional guidance will adversely affect the U.S. federal income tax treatment of an investment in Solana or in transactions relatingto investments in Solana is unknown. There can be no assurance that the IRS will not alter its position with respect to digital assetsin the future or that a court would uphold the treatment set forth in the Notice and the Rulings & FAQs.

The tax treatmentof Solana and transactions involving Solana for state and local tax purposes is not settled.

Because Solana is a new technologicalinnovation, the tax treatment of Solana for state and local tax purposes, including without limitation state and local income and salesand use taxes, is not settled. It is uncertain what guidance, if any, on the treatment of Solana for state and local tax purposes maybe issued in the future. A state or local government authority’s treatment of Solana may have negative consequences, including theimposition of a greater tax burden on investors in Solana or the imposition of a greater cost on the acquisition and disposition of Solanagenerally. Any such treatment may have a negative effect on the price of Solana and may adversely affect the value of the Shares.

A “fork”of the Solana blockchain or an airdrop could result in Shareholders incurring a tax liability.

If a fork occurs in the Solanablockchain, the Trust Agreement requires that the Sponsor analyze the transaction according to several criteria and promptly determinewhich digital asset network is generally accepted as the Solana Network and should therefore be considered the appropriate network forthe Trust’s purposes. The Sponsor will base its determination on a variety of then-relevant factors, including, but not limitedto, the Sponsor’s beliefs regarding expectations of the core developers of Solana, users, services, businesses, validators and otherconstituencies, as well as the actual continued acceptance of, validating power on, and community engagement with, the Solana Network.The outcome of such determination shall determine which asset is “Solana” and which is the Forked Asset, an IR Asset. Pursuantto the Trust Agreement, the Trust has explicitly disclaimed all Incidental Rights and IR Assets, including Forked Assets. Such assetsare not considered assets of the Trust at any point in time. Once it has been determined by the Sponsor which asset is Solana and whichis the Forked Asset, the Sponsor will, as soon as practicable, and, if possible, immediately, distribute the Forked Asset to the Sponsor.Once acquired, the Sponsor may take any lawful action necessary or desirable in connection with its acquisition of such asset. In theevent that the Sponsor decides to sell the Forked Asset, it will seek to do so for cash. This may be a sale of the Forked Asset directlyin exchange for cash, or in exchange for another digital asset which may subsequently be exchanged for cash. The Sponsor would then contributethat cash back to the Trust, which in turn would distribute the cash to DTC to be distributed to Shareholders in proportion to the numberof Shares owned. The receipt of cash in connection with this distribution may cause Shareholders to incur a U.S. federal, state, local,or foreign tax liability. In addition, the IRS may not accept the Trust’s position that disclaimed Incidental Rights or IR Assetsdo not represent a taxable incident. Any tax liability could adversely impact an investment in the Shares and may require Shareholdersto prepare and file tax returns. Any tax liability could adversely impact an investment in the Shares and may require Shareholders toprepare and file tax returns.

Under the IRS guidance on digitalassets, hard forks, airdrops and similar occurrences with respect to digital assets will under certain circumstances be treated as taxableevents giving rise to ordinary income. In the absence of guidance to the contrary, it is possible that any such income recognized by aU.S. tax-exempt Shareholder would constitute “unrelated business taxable income” (“UBTI”). A tax-exempt Shareholdershould consult its tax adviser regarding whether such Shareholder may recognize UBTI as a consequence of an investment in Shares.

Non-U.S. Holders maybe subject to U.S. federal withholding tax on income derived from forks, airdrops and similar occurrences.

IRS guidance on digital assetsdoes not address whether income recognized by a non-U.S. person as a result of a fork, airdrop or similar occurrence could be subjectto the 30% withholding tax imposed on U.S.-source “fixed or determinable annual or periodical” income. Non-U.S. Shareholdersshould assume that, in the absence of guidance, a withholding agent (including the Sponsor) is likely to withhold 30% of any such incomerecognized by a non-U.S. Shareholder in respect of its Shares, including by deducting such withheld amounts from proceeds that such non-U.S.Shareholder would otherwise be entitled to receive in connection with a distribution of cash in connection with the Sponsor’s saleof an IR Right and/or IR Asset and contributing such cash back to the Trust.

The intended tax treatmentof the Trust will limit the flexibility of the Trust’s investment decisions.

The Trust is intended to be agrantor trust for Federal income tax purposes. A grantor trust is not permitted to change the investment of the Shareholders to take advantageof market fluctuations. Thus, the Sponsor may allow the Trust to hold when an actively managed fund would sell. The Sponsor may distributeproceeds when an actively managed fund would reinvest the proceeds. In addition, a fund treated as a grantor trust may not participatein trading or lending activity without raising a risk of change in status. This means that the returns of the Trust may be less than asuccessfully actively managed fund.

Other Risks

As a new fund, thereis no guarantee that an active trading market for the Shares will develop. To the extent that no active trading market develops and theassets of the Trust do not reach a viable size, the liquidity of the Shares may be limited or the Trust may be terminated at the optionof the Sponsor.

As a new fund, there can be noassurance that the Trust will grow to or maintain an economically viable size, in which case the Sponsor may elect to terminate the Trust,which could result in the liquidation of the Trust’s Solana at a time that is disadvantageous to an investor in the Shares. If theTrust fails to achieve sufficient scale due to competition, the Sponsor may have difficulty raising sufficient revenue to cover the costsassociated with launching and maintaining the Trust, and such shortfalls could impact the Sponsor’s ability to properly invest inrobust ongoing operations and controls of the Trust to minimize the risk of operating events, errors, or other forms of losses to theShareholders.

In addition, the Trust may alsofail to attract adequate liquidity in the secondary market due to such competition, resulting in a sub-standard number of Authorized Participantswilling to make a market in the Shares, which in turn could result in a significant premium or discount in the Shares for extended periodsand the Trust’s failure to reflect the performance of the price of Solana.

The Trust may be requiredto terminate and liquidate at a time that is disadvantageous to Shareholders.

If the Trust is required to terminateand liquidate, such termination and liquidation could occur at a time that is disadvantageous to Shareholders, such as when the priceof Solana is lower than it was at the time when Shareholders purchased their Shares. In such a case, when the Trust’s Solana issold as part of the Trust’s liquidation, the resulting proceeds distributed to Shareholders will be less than if the price of Solanawere higher at the time of sale. See “ADDITIONAL INFORMATION ABOUT THE TRUST—Termination of the Trust” for more informationabout the termination of the Trust, including when the termination of the Trust may be triggered by events outside the direct controlof the Sponsor, the Trustee or Shareholders.

The Exchange on whichthe Shares are listed may halt trading in the Shares, which would adversely impact an investor’s ability to sell Shares.

The Shares are listed for tradingon the Exchange under the market symbol “____.” Trading in Shares may be halted due to market conditions or, in light of theExchange rules and procedures, for reasons that, in the view of the Exchange, make trading in Shares inadvisable. In addition, tradingis subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules that require tradingto be halted for a specified period based on a specified market decline. Additionally, there can be no assurance that the requirementsnecessary to maintain the listing of the Shares will continue to be met or will remain unchanged.

The liquidity of theShares may also be affected by the withdrawal from participation of Authorized Participants, which could adversely affect the market priceof the Shares.

In the event that one or moreAuthorized Participants or market makers that have substantial interests in the Shares withdraw or “step away” from participationin the purchase (creation) or sale (redemption) of the Shares, the liquidity of the Shares will likely decrease, which could adverselyaffect the market price of the Shares and result in investors incurring a loss on their investment.

The market infrastructureof the Solana spot market could result in the absence of active Authorized Participants able to support the trading activity of the Trust.

Solana is extremely volatile,and concerns exist about the stability, reliability and robustness of many digital asset trading platforms where Solana trades. In a highlyvolatile market, or if one or more digital asset trading platforms supporting the Solana market face an issue, it could be extremely challengingfor any Authorized Participants to provide continuous liquidity in the Shares. There can be no guarantee that the Sponsor will be ableto find an Authorized Participant to actively and continuously support the Trust.

Digital asset tradingplatforms are not subject to the same regulatory oversight as traditional equity exchanges, which could negatively impact the abilityof Authorized Participants to implement arbitrage mechanisms.

The trading for Solana occurson multiple digital asset trading platforms that have various levels and types of regulation, but are not regulated in the same manneras traditional stock and bond exchanges. If these digital asset trading platforms do not operate smoothly or face technical, securityor regulatory issues, that could impact the ability of Authorized Participants to make markets in the Shares. In such an event, tradingin the Shares could occur at a material premium or discount against the NAV.

The Authorized Participantsserve in such capacity for several competing exchange-traded Solana products, which could adversely affect the market for the Shares.

Only an Authorized Participantmay engage in creation or redemption transactions directly with the Trust. Some or all of the Trust’s Authorized Participants areexpected to serve as authorized participants or market makers for one or more exchange-traded Solana products that compete with the Trust.This may make it more difficult to engage or retain Authorized Participants for the Trust. Furthermore, because there is no obligationon the part of the Authorized Participants to engage in creation and redemption or market making activities with respect to the Trust’sShares, decisions by the Authorized Participants to not engage with the Trust or its Shares may result in a decline in the liquidity ofthe Shares and the price of the Shares may fluctuate independently of the price of Trust’s Solana (i.e., at a greater premium ordiscount to the Trust’s NAV).

Shareholders thatare not Authorized Participants may only purchase or sell their Shares in secondary trading markets, and the conditions associated withtrading in secondary markets may adversely affect investors’ investment in the Shares.

Only Authorized Participants maypurchase or redeem Baskets. All other investors that desire to purchase or sell Shares must do so through the Exchange or in other markets,if any, in which the Shares may be traded. Shares may trade at a premium or discount to the NAV per Share.

The Sponsor is leanlystaffed and relies heavily on key personnel to manage its activities.

The Sponsor is leanly staffedand relies heavily on key personnel to manage its activities. These key personnel intend to allocate their time managing the Trust ina manner that they deem appropriate. If such key personnel were to leave or be unable to carry out their present responsibilities, itmay have an adverse effect on the management of the Sponsor.

Conducting creationsand redemptions for cash has drawbacks.

In the near term, the Trust willeffect all of its creations and redemptions for cash, rather than in kind. The use of cash creations and redemptions may cause Sharesto trade in the market at greater bid-ask spreads or greater premiums or discounts to their NAV per Share. The use of cash for redemptionswill also limit the tax efficiency of the Trust. Additionally, the Trust’s need to purchase Solana in connection with creation ordersintroduces the possibility that the Trust will pay a higher price for Solana than the value ascribed to Solana by the Pricing Benchmark,the rate used to calculate the Trust’s NAV. This is known as “slippage.” While transactions in any asset are subjectto the risk of slippage, it is possible that transactions in digital assets may be more susceptible. The Trust seeks to minimize the riskof slippage by basing the amount of cash an Authorized Participant is required to deposit to consummate a creation order for Baskets onthe price the Trust actually paid for the Solana rather than on the value of Solana ascribed by the Pricing Benchmark. Nonetheless, therecan be no guarantee that the Trust will not be negatively affected by slippage from time to time. The Trust will also incur transactioncosts it would not otherwise have incurred if it received and distributed Solana in kind and was not required to purchase and sell Solanain connection with creation and redemption orders.

As of the date of this prospectus,the Trust only creates and redeems Shares in exchange for cash. If the Trust were to create or redeem Shares in exchange for Solana, theTrust would first need to seek certain regulatory approvals, including an amendment to Exchange’s listing rules and an amendmentto the Trust’s registration statement of which this prospectus forms a part. There can be no guarantee that the Trust will be successfulin obtaining such regulatory approvals, and the timing of any such approvals is unknown. If the Trust is successful in obtaining the necessaryregulatory approvals to allow for creations and redemptions in-kind, the Trust will notify Shareholders in a prospectus supplement and/ora current report on Form 8-K or in its annual or quarterly reports.

Potential conflictsof interest may arise among the Sponsor or its affiliates and the Trust.

The Trust operations will be managedby the Sponsor. It is possible that conflicts may arise between the Sponsor, affiliates, the Trust and its Shareholders.

In resolving conflicts of interest,the Sponsor is allowed to take into account the interests of other parties. Conflicts of interest may arise as a result of:

By investing in the Shares, investorsagree and consent to the provisions set forth in the Trust Agreement.

For a further discussion of theconflicts of interest among the Sponsor, Solana Custodian, Cash Custodian, Trust and others, see “CONFLICTS OF INTEREST.”

The Sponsor’s policiesand procedures may not fully mitigate the risk of conflicts of interest.

The Sponsor does not have operatingpractices that require personnel to pre-clear personal trading activity in which Solana is the referenced asset. In general, pre-clearancepolicies prohibit employees and agents from engaging in certain personal trading activity without first obtaining pre-clearance of thetransaction from the firm’s chief compliance officer, chief financial officer, or some senior officer with similar responsibilities.

Without implementing pre-clearancerequirements, the Sponsor may not be able to fully mitigate the risk of conflicts of interest or avoid the appearance of impropriety inconnection with the purchase and sale of Solana. There is no guarantee that every employee, officer, director, or similar person associatedwith the Sponsor, or its affiliates will refrain from engaging in insider trading in violation of their duties to the Trust and Sponsor.

This risk is present in traditionalfinancial markets and is not unique to Solana. If such employees or others affiliated with the Sponsor engage in illegal conduct or conductwhich fails to meet applicable regulatory standards, the Sponsor and its affiliates could be the target of civil or criminal fines, penalties,punishments, or other regulatory sanctions or lawsuits or could be the target of an investigation. Any of these outcomes could cause theTrust and Shareholders to suffer harm.

The Sponsor and its affiliatesmay also participate in transactions related to Solana, either for their own account (subject to certain internal employee trading operatingpractices) or for the account of others, such as clients, and such transactions may occur prior to, during, or after the commencementof this offering. Such transactions may not serve to benefit the Shareholders of the Trust and may have a positive or negative effecton the value of the Solana held by the Trust and, consequently, on the market value of Solana.

The Trust is new,and if it is not profitable, the Trust may terminate and liquidate at a time that is disadvantageous to Shareholders.

The Trust is new. If the Trustdoes not attract sufficient assets to remain open, then the Trust could be terminated and liquidated at the direction of the Sponsor.Termination and liquidation of the Trust could occur at a time that is disadvantageous to Shareholders. When the Trust’s assetsare sold as part of the Trust’s liquidation, the resulting proceeds distributed to Shareholders may be less than those that maybe realized in a sale outside of a liquidation context. Investors may be adversely affected by redemption or creation orders that aresubject to postponement, suspension or rejection under certain circumstances.

The Sponsor may discontinueits services, which may be detrimental to the Trust.

Sponsor may be unwilling or unableto continue to serve as sponsor to the Trust for any length of time. If the Sponsor discontinues its activities and is unable to be replaced,the Trust may have to terminate and liquidate the Solana held by the Trust. A substitute sponsor’s appointment will not guaranteethe Trust’s continued operation even if a substitute sponsor is found, the appointment of a substitute sponsor may not necessarilybe beneficial to the Trust or an investment in the Shares and the Trust may terminate.

Any of the serviceproviders could resign or be removed by the Trust, which could trigger early termination of the Trust.

Any service provider may resignor be removed under its respective governing agreement. The Trust may dissolve in accordance with the terms of the Trust Agreement ifany service provider resigns or is removed and is unable to be replaced.

The lack of independentadvisers representing investors in the Trust may cause Shareholders to be adversely affected.

Counsel, accountants and otheradvisers have been consulted by the Sponsor regarding the formation and operation of the Trust. Potential investors should consult theirown legal, tax and financial advisers regarding the desirability of an investment in the Shares. No counsel has been appointed to representan investor in connection with the offering of the Shares. Failure to consult with their own legal, tax and financial advisers may leadto Shareholders making an undesirable investment decision with respect to investment in the Shares.

No separate counsel;no responsibility or independent verification.

Chapman and Cutler LLP representsthe Sponsor. The Trust does not have counsel separate and independent from counsel to the Sponsor. Chapman and Cutler LLP does not representShareholders, and no independent counsel has been retained to represent Shareholders. Chapman and Cutler LLP is not responsible for anyacts or omissions of the Sponsor, the Administrator, the Trustee, the Solana Custodian, the Cash Custodian, the Prime Execution Agent,a Solana Trading Counterparty, the Transfer Agent or the Trust (including their compliance with any guidelines, policies, restrictionsor applicable law, or the selection, suitability or advisability of their investment activities) or any administrator, accountant, custodianor other service provider to the Sponsor, Trustee or the Trust. This Prospectus was prepared based on information provided by the Sponsor,the Administrator, the Solana Custodian, the Cash Custodian, the Prime Execution Agent, the Transfer Agent, and the Trustee, in good faithand based on reasonable best efforts to ensure the information is accurate as of the date of this Prospectus, and Chapman and Cutler LLPhas not independently verified such information.

Shareholders do nothave the rights enjoyed by investors in certain other vehicles and may be adversely affected by a lack of statutory rights and by limitedvoting and distribution rights.

The Shares have limited votingand distribution rights under the Trust Agreement. For example, except as required under applicable federal law or under the rules orregulations of the Exchange, Shareholders have no voting rights and take no part in the management or control of, and have no voice in,the Trust’s operations or business. The Trust may enact splits or reverse splits without Shareholder approval, and the Trust isnot required to pay regular distributions. The Trust will not have regular Shareholder meetings. The right to authorize actions, appointservice providers or take other actions will not be held by Shareholders, unlike shareholders of other trusts.

The Trust Agreement includesprovisions that limit Shareholders’ voting rights and restrict Shareholders’ right to bring a derivative action.

Under the Trust Agreement, Shareholdersgenerally have no voting rights and the Trust will not have regular Shareholder meetings. Shareholders take no part in the managementor control of the Trust. Accordingly, Shareholders do not have the right to authorize actions, appoint service providers or take otheractions as may be taken by shareholders of other trusts or companies where shares carry such rights. The Sponsor may take actions in theoperation of the Trust that may be adverse to the interests of Shareholders and may adversely affect the value of the Shares.

Moreover, pursuant to the termsof the Trust Agreement, Shareholders’ statutory right under Delaware law to bring a derivative action (i.e., to initiate a lawsuitin the name of the Trust in order to assert a claim belonging to the Trust against a fiduciary of the Trust or against a third-party whenthe Trust’s management has refused to do so) is restricted. Under Delaware law, a shareholder may bring a derivative action if theshareholder is a shareholder at the time the action is brought and either (i) was a shareholder at the time of the transaction at issueor (ii) acquired the status of shareholder by operation of law or the Trust’s governing instrument from a person who was a shareholderat the time of the transaction at issue. Additionally, Section 3816(e) of the Delaware Statutory Trust Act specifically provides thata “beneficial owner’s right to bring a derivative action may be subject to such additional standards and restrictions, ifany, as are set forth in the governing instrument of the statutory trust, including, without limitation, the requirement that beneficialowners owning a specified beneficial interest in the statutory trust join in the bringing of the derivative action.” In additionto the requirements of applicable law and in accordance with Section 3816(e), the Trust Agreement provides that no Shareholder will havethe right, power or authority to bring or maintain a derivative action, suit or other proceeding on behalf of the Trust unless two ormore Shareholders who (i) are not “Affiliates” (as defined in the Trust Agreement) of one another and (ii) collectively holdat least 10.0% of the outstanding Shares join in the bringing or maintaining of such action, suit or other proceeding. This provisionapplies to any derivative actions brought in the name of the Trust other than claims under the federal securities laws and the rules andregulations thereunder.

Due to this additional requirement,a Shareholder attempting to bring or maintain a derivative action in the name of the Trust will be required to locate other Shareholderswith which it is not affiliated and that have sufficient Shares to meet the 10.0% threshold based on the number of Shares outstandingon the date the claim is brought and thereafter throughout the duration of the action, suit or proceeding. This may be difficult and mayresult in increased costs to a Shareholder attempting to seek redress in the name of the Trust in court. Moreover, if Shareholders bringinga derivative action, suit or proceeding pursuant to this provision of the Trust Agreement do not hold 10.0% of the outstanding Shareson the date such an action, suit or proceeding is brought, or such Shareholders are unable to maintain Share ownership meeting the 10.0%threshold throughout the duration of the action, suit or proceeding, such Shareholders’ derivative action may be subject to dismissal.As a result, the Trust Agreement limits the likelihood that a Shareholder will be able to successfully assert a derivative action in thename of the Trust, even if such Shareholder believes that he or she has a valid derivative action, suit or other proceeding to bring onbehalf of the Trust.

An investment in theTrust may be adversely affected by competition from other investment vehicles focused on Solana or other digital assets.

The Trust will compete with directinvestments in Solana, other digital assets and other potential financial vehicles, possibly including securities backed by or linkedto digital assets and other investment vehicles that focus on other digital assets. Market and financial conditions, and other conditionsbeyond the Trust’s control, may make it more attractive to invest in other vehicles, which could adversely affect the performanceof the Trust.

Investors cannot beassured of the Sponsor’s continued services, the discontinuance of which may be detrimental to the Trust.

Investors cannot be assured thatthe Sponsor will be able to continue to service the Trust for any length of time. If the Sponsor discontinues its activities on behalfof the Trust, the Trust may be adversely affected, as there may be no entity servicing the Trust for a period of time. Such an event couldresult in termination of the Trust.

The liability of theSponsor and the Trustee is limited, and the value of the Shares will be adversely affected if the Trust is required to indemnify the Trusteeor the Sponsor.

Under the Trust Agreement, theTrustee and the Sponsor are not liable, and have the right to be indemnified, for any liability or expense incurred absent gross negligenceor willful misconduct on the part of the Trustee or the Sponsor or breach by the Sponsor of the Trust Agreement, as the case may be. Asa result, the Sponsor may require the assets of the Trust to be sold in order to cover losses or liability suffered by it. Any sale ofthat kind would reduce the NAV of the Trust and the value of its Shares.

Shareholders’limited rights of legal recourse against the Trust, Sponsor, Administrator, Transfer Agent, Cash Custodian, Prime Execution Agent andSolana Custodian and the Trust’s lack of direct insurance protection expose the Trust and its Shareholders to the risk of loss ofthe Trust’s Solana for which no person is liable.

The Trust is not a banking institutionand is not a member of the FDIC or Securities Investor Protection Corporation (“SIPC”) and, therefore, investments in theTrust are not subject to the protections enjoyed by depositors with FDIC or SIPC member institutions. Likewise, the Solana Custodian isnot a depository institution and is not a member of the FDIC or SIPC and, therefore, the Trust’s assets held with the Solana Custodianare not subject to FDIC or SIPC insurance coverage. In addition, neither the Trust nor the Sponsor insures the Trust’s Solana. TheSolana Custodian’s parent, [Solana Custodian’s Parent] ("[Solana Custodian’s Parent]"), maintains a commercialcrime insurance policy of up to $___ million, which is intended to cover the loss of client assets held by [Solana Custodian’s Parent]and all of its subsidiaries, including the Solana Custodian and the Prime Execution Agent (collectively, [Solana Custodian Entities] andits subsidiaries are referred to as the “[Insured Entities]"), including from employee collusion or fraud, physical loss includingtheft, damage of key material, security breach or hack, and fraudulent transfer. The insurance maintained by [Solana Custodian’sParent] is shared among all of [Solana Custodian Entities - Short Name]’s customers, is not specific to the Trust or to customersholding Solana with the Solana Custodian or Prime Execution Agent, and may not be available or sufficient to protect the Trust from allpossible losses or sources of losses. [Solana Custodian’s Parent]’s insurance may not cover the type of losses experiencedby the Trust. Alternatively, the Trust may be forced to share such insurance proceeds with other clients or customers of the [InsuredEntities], which could reduce the amount of such proceeds that are available to the Trust. In addition, the Solana insurance market islimited, and the level of insurance maintained by [Solana Custodian’s Parent] may be substantially lower than the assets of theTrust. While the Solana Custodian maintains certain capital reserve requirements depending on the assets under custody, and such capitalreserves may provide additional means to cover client asset losses, the Trust cannot be assured that the Solana Custodian will maintaincapital reserves sufficient to cover actual or potential losses with respect to the Trust’s digital assets.

Furthermore, under the SolanaCustody Agreement, the Solana Custodian’s liability is limited as follows, among others: (i) other than with respect to claims andlosses arising from spot trading of Solana, or fraud or willful misconduct, the Mutually Capped Liabilities (defined below), the SolanaCustodian’s aggregate liability under the Solana Custody Agreement shall not exceed the greater of (A) the greater of (x) $5 millionand (y) the aggregate fees paid by the Trust to the Solana Custodian in the 12 months prior to the event giving rise to the Solana Custodian’sliability, and (B) the value of the affected Solana or cash giving rise to the Solana Custodian’s liability; (ii) in respect ofthe Solana Custodian’s obligations to indemnify the Trust and its affiliates against third-party claims and losses to the extentarising out of or relating to, among others, the Solana Custodian’s gross negligence, violation of its confidentiality, data protectionand/or information security obligations, or violation of any law, rule or regulation with respect to the provision of its services (the“Mutually Capped Liabilities”), the Solana Custodian’s liability shall not exceed the greater of (A) $5 million and(B) the aggregate fees paid by the Trust to the Solana Custodian in the 12 months prior to the event giving rise to the Solana Custodian’sliability; and (iii) in respect of any incidental, indirect, special, punitive, consequential or similar losses, the Solana Custodianis not liable, even if the Solana Custodian has been advised of or knew or should have known of the possibility thereof. In general, theSolana Custodian is not liable under the Solana Custody Agreement unless in the event of its negligence, fraud, material violation ofapplicable law or willful misconduct. The Solana Custodian is not liable for delays, suspension of operations, failure in performance,or interruption of service to the extent it is directly due to a cause or condition beyond the reasonable control of the Solana Custodian.In the event of potential losses incurred by the Trust as a result of the Solana Custodian losing control of the Trust’s Solanaor failing to properly execute instructions on behalf of the Trust, the Solana Custodian’s liability with respect to the Trust willbe subject to certain limitations which may allow it to avoid liability for potential losses or may be insufficient to cover the valueof such potential losses, even if the Solana Custodian directly caused such losses.

Similarly, under the Prime ExecutionAgreement, the Prime Execution Agent’s liability is limited as follows, among others: (i) other than with respect to claims andlosses arising from spot trading of Solana, or fraud or willful misconduct, or the PB Mutually Capped Liabilities (defined below), thePrime Execution Agent’s aggregate liability shall not exceed the greater of (A) the greater of (x) $5 million and (y) the aggregatefees paid by the Trust to the Prime Execution Agent in the 12 months prior to the event giving rise to the Prime Execution Agent’sliability, and (B) the value of the cash or affected Solana giving rise to the Prime Execution Agent’s liability; (ii) in respectof the Prime Execution Agent’s obligations to indemnify the Trust and its affiliates against third-party claims and losses to theextent arising out of or relating to, among others, the Prime Execution Agent’s gross negligence, violation of its confidentiality,data protection and/or information security obligations, violation of any law, rule or regulation with respect to the provision of itsservices, or the full amount of the Trust’s assets lost due to the insolvency of or security event at a Connected Trading Venue(as defined below) (the “PB Mutually Capped Liabilities”), the Prime Execution Agent’s liability shall not exceed thegreater of (A) $5 million and (B) the aggregate fees paid by the Trust to the Prime Execution Agent in the 12 months prior to the eventgiving rise to the Prime Execution Agent’s liability; and (iii) in respect of any incidental, indirect, special, punitive, consequentialor similar losses, the Prime Execution Agent is not liable, even if the Prime Execution Agent has been advised of or knew or should haveknown of the possibility thereof. In general, with limited exceptions (such as for failing to execute an order), the Prime Execution Agentis not liable under the Prime Execution Agreement unless in the event of its gross negligence, fraud, material violation of applicablelaw or willful misconduct. The Prime Execution Agent is not liable for delays, suspension of operations, failure in performance, or interruptionof service to the extent it is directly due to a cause or condition beyond the reasonable control of the Prime Execution Agent. Theseand the other limitations on the Prime Execution Agent’s liability may allow it to avoid liability for potential losses or may beinsufficient to cover the value of such potential losses, even if the Prime Execution Agent directly caused such losses. Both the Trustand the Prime Execution Agent and its affiliates (including the Solana Custodian) are required to indemnify each other under certain circumstances.

Moreover, in the event of an insolvencyor bankruptcy of the Prime Execution Agent (in the case of the Trading Balance) or the Solana Custodian (in the case of the Trust SolanaAccount) in the future, given that the contractual protections and legal rights of customers with respect to digital assets held on theirbehalf by third parties are relatively untested in a bankruptcy of an entity such as the Solana Custodian or Prime Execution Agent inthe virtual currency industry, there is a risk that customers’ assets—including the Trust’s assets—may be consideredthe property of the bankruptcy estate of the Prime Execution Agent (in the case of the Trading Balance) or the Solana Custodian (in thecase of the Trust Solana Account), and customers—including the Trust—may be at risk of being treated as general unsecuredcreditors of such entities and subject to the risk of total loss or markdowns on value of such assets.

The Solana Custody Agreement containsan agreement by the parties to treat the Solana credited to the Trust Solana Account as financial assets under Article 8 of the New YorkUniform Commercial Code (“Article 8"), in addition to stating that the Solana Custodian will serve as fiduciary and custodianon the Trust’s behalf. The Solana Custodian’s parent, _____, has stated in its most recent public securities filings thatin light of the inclusion in its custody agreements of provisions relating to Article 8 it believes that a court would not treat custodieddigital assets as part of its general estate in the event the Solana Custodian were to experience insolvency. However, due to the noveltyof digital asset custodial arrangements courts have not yet considered this type of treatment for custodied digital assets and it is notpossible to predict with certainty how they would rule in such a scenario. If the Solana Custodian became subject to insolvency proceedingsand a court were to rule that the custodied Solana were part of the Solana Custodian’s general estate and not the property of theTrust, then the Trust would be treated as a general unsecured creditor in the Solana Custodian’s insolvency proceedings and theTrust could be subject to the loss of all or a significant portion of its assets. Moreover, in the event of the bankruptcy of the SolanaCustodian, an automatic stay could go into effect and protracted litigation could be required in order to recover the assets held withthe Solana Custodian, all of which could significantly and negatively impact the Trust’s operations and the value of the Shares.

With respect to the Prime ExecutionAgreement, there is a risk that the Trading Balance, in which the Trust’s Solana and cash is held in omnibus accounts by the PrimeExecution Agent (in the latter case, as described below in “RISK FACTORS—Loss of a critical banking relationship for, or thefailure of a bank used by, the Prime Execution Agent could adversely impact the Trust’s ability to create or redeem Baskets, orcould cause losses to the Trust”), could be considered part of the Prime Execution Agent’s bankruptcy estate in the eventof the Prime Execution Agent’s bankruptcy. The Prime Execution Agreement contains an Article 8 opt-in clause with respect to theTrust’s assets held in the Trading Balance.

The Prime Execution Agent is notrequired to hold any of the Solana or cash in the Trust’s Trading Balance in segregation. Within the Trading Balance, the PrimeExecution Agreement provides that the Trust does not have an identifiable claim to any particular Solana (and cash). Instead, the Trust’sTrading Balance represents an entitlement to a pro rata share of the Solana (and cash) the Prime Execution Agent has allocated to theomnibus wallets the Prime Execution Agent holds, as well as the accounts in the Prime Execution Agent’s name that the Prime ExecutionAgent maintains at Connected Trading Venues (the “Connected Trading Venue”) (which are typically held on an omnibus, ratherthan segregated, basis). If the Prime Execution Agent suffers an insolvency event, there is a risk that the Trust’s assets heldin the Trading Balance could be considered part of the Prime Execution Agent’s bankruptcy estate and the Trust could be treatedas a general unsecured creditor of the Prime Execution Agent, which could result in losses for the Trust and Shareholders. Moreover, inthe event of the bankruptcy of the Prime Execution Agent, an automatic stay could go into effect and protracted litigation could be requiredin order to recover the assets held with the Prime Execution Agent, all of which could significantly and negatively impact the Trust’soperations and the value of the Shares.

Under the Trust Agreement, theSponsor will not be liable for any liability or expense incurred, including, without limitation, as a result of any loss of Solana bythe Solana Custodian or Prime Execution Agent, absent gross negligence, bad faith or willful misconduct on the part of the Sponsor. Asa result, the recourse of the Trust or the Shareholders to the Sponsor, including in the event of a loss of Solana by the Solana Custodianor Prime Execution Agent, is limited.

The Shareholders’ recourseagainst the Sponsor and the Trust’s other service providers for the services they provide to the Trust, including, without limitation,those relating to the holding of Solana or the provision of instructions relating to the movement of Solana, is limited. For the avoidanceof doubt, neither the Sponsor, the Trustee, nor any of their affiliates nor any other party has guaranteed the assets or liabilities,or otherwise assumed the liabilities, of the Trust, or the obligations or liabilities of any service provider to the Trust, including,without limitation, the Solana Custodian and Prime Execution Agent. The Prime Execution Agreement and Solana Custody Agreement providethat neither the Sponsor nor its affiliates shall have any obligation of any kind or nature whatsoever, by guaranty, enforcement or otherwise,with respect to the performance of any of the Trust’s obligations, agreements, representations or warranties under the Prime ExecutionAgreement or Solana Custody Agreement or any transaction thereunder. Consequently, a loss may be suffered with respect to the Trust’sSolana that is not covered by _____’s insurance and for which no person is liable in damages. As a result, the recourse of the Trustor the Shareholders, under applicable law, is limited.

During the rare andlimited circumstances when the Trust utilizes the Agent Execution Model, it may utilize Trade Credits. If the Trade Credits are not availableor become exhausted, the Trust may face delays in buying or selling Solana that may adversely impact Shareholders; if the Trust does notrepay the Trade Credits on time, its assets may be liquidated by the Trade Credit Lender and its affiliates.

During the rare and limited circumstanceswhen the Trust utilizes the Agent Execution Model, it may utilize Trade Credits (defined below). To avoid having to pre-fund purchasesor sales of Solana, the Trust may borrow Solana or cash as trade credit (“Trade Credit”) from _____ (the “Trade CreditLender”) on a short-term basis pursuant to the _____(the “Trade Financing Agreement”). The Trade Credit Lender is onlyrequired to extend Trade Credits to the Trust to the extent such Solana or cash is actually available to the Trade Credit Lender. To theextent that Trade Credits are not available or become exhausted, (1) there may be delays in the buying and selling of Solana related tocash creations and redemptions or the selling of Solana related to paying Trust expenses not assumed by the Sponsor, to the extent applicable,(2) Trust assets may be in held the Trading Balance for a longer duration than if Trade Credits were available, and (3) the executionprice associated with such trades may deviate significantly from the Pricing Benchmark price used to determine the NAV of the Trust. Tothe extent that the execution price for purchases and sales of Solana deviate significantly from the Pricing Benchmark price used to determinethe Trust’s NAV, Shareholders may be negatively impacted because the added costs of such price deviations would be incurred by theAuthorized Participants and may be passed onto the Shareholders in the secondary market.

To the extent the Trustutilizes Trade Credits when using the Agent Execution Model, such Trade Credits are secured by the Trust’s assets, including anycash and Solana held in the Trading Balance with the Prime Execution Agent and the Trust Solana Account held with the Solana Custodian,and such assets may be liquidated by the Trade Credit Lender to repay Trade Credit debt owed by the Trust in the event the Trust failsto repay the Trade Credit debt.

During the rare and limited circumstanceswhen the Trust utilizes the Agent Execution Model, it may utilize Trade Credits. The Trust generally must repay Trade Credits by 6:00p.m. ET on the calendar day immediately following the day the Trade Credit was extended by the Trade Credit Lender to the Trust (or, ifsuch day is not a business day, on the next business day). Pursuant to the Trade Financing Agreement, the Trust has granted a securityinterest, lien on, and right of set off against all of the Trust’s right, title and interest, in the Trust’s Trading Balanceand Trust Solana Account established pursuant to the Prime Execution Agreement and Solana Custody Agreement, in order to secure the repaymentby the Trust of the Trade Credits and financing fees to the Trade Credit Lender. Upon a Termination for Cause, as defined in the PrimeExecution Agreement, which includes a failure by the Trust to pay and settle in full its obligations to the Trade Credit Lender in respectof the financing it provides to the Trust in the form of Trade Credits, the Solana Custodian and the Prime Execution Agent have agreedto comply with instructions from the Trade Credit Lender with respect to the disposition of the assets in the Trust Solana Account andTrading Balance respectively without further consent by the Trust. If the Trust fails to repay the Trade Credits to the Trade Credit Lenderon time and in full, the Trade Credit Lender can take control of the Trust’s assets and liquidate them to repay the Trade Creditdebt owed by the Trust to the Trade Credit Lender.

Loss of a criticalbanking relationship for, or the failure of a bank used by, the Prime Execution Agent could adversely impact the Trust’s abilityto create or redeem Baskets, or could cause losses to the Trust, in the limited circumstances when the Trust utilizes the Agent ExecutionModel.

The Prime Execution Agent relieson bank accounts to provide its trading platform services and including temporarily holding any cash related to a customer’s purchaseor sale of Solana. In particular, the Prime Execution Agent has disclosed that customer cash held by the Prime Execution Agent, includingthe cash associated with the Trust’s Trading Balance, is held in one or more banks’ accounts for the benefit of the PrimeExecution Agent’s customers, or in money market funds in compliance with Rule 2a-7 under the Investment Company Act and rated “AAA”by S&P (or the equivalent from any eligible rating service), provided that such investments are held in accounts in [Solana CustodianEntities – Short Name]’s name for the benefit of customers and are permitted and held in accordance with state money transmitterlaws (“Money Market Funds”). The Prime Execution Agent has represented to the Sponsor that it has implemented the followingpolicy with respect to the cash associated with the Trust’s Trading Balance. First, any cash related to the Trust’s purchaseor sale of Solana will be held in an omnibus account in the Prime Execution Agent’s name for the benefit of (“FBO”)its customers at each of multiple FDIC-insured banks (an “FBO Account”), or in a Money Market Fund. The amount of Trust cashheld at each FBO Account shall be in an amount at each bank that is the lower of (i) the FDIC insurance limit for deposit insurance and(ii) any bank-specific limit set by the Prime Execution Agent for the applicable bank. Deposit insurance does not apply to cash held ina Money Market Fund. The Prime Execution Agent has agreed to title the accounts in a manner designed to enable receipt of FDIC depositinsurance where applicable on a pass-through basis, but does not guarantee that pass-through insurance will apply since such insuranceis dependent on the compliance of the bank. Second, to the extent the Trust’s cash in the Trading Balance in aggregate exceeds theamounts that can be maintained at the banks on the foregoing basis, the Prime Execution Agent has represented that it currently conductsan overnight sweep of the excess into U.S. government money market funds. The Sponsor has not independently verified the Prime ExecutionAgent’s representations. To the extent that the Prime Execution Agent faces difficulty establishing or maintaining banking relationships,the loss of the Prime Execution Agent’s banking partners or the imposition of operational restrictions by these banking partnersand the inability of the Prime Execution Agent to utilize other financial institutions may result in a disruption of creation and redemptionactivity of the Trust, or cause other operational disruptions or adverse effects for the Trust. In the future, it is possible that thePrime Execution Agent could be unable to establish accounts at new banking partners or establish new banking relationships, or that thebanks with which the Prime Execution Agent is able to establish relationships may not be as large or well-capitalized or subject to thesame degree of prudential supervision as the existing providers.

The Trust could also suffer lossesin the event that a bank in which the Prime Execution Agent holds customer cash, including the cash associated with the Trust’sTrading Balance (which is used by the Prime Execution Agent to move cash flows associated with the Trust’s orders to sell Solanain connection with payment of Trust expenses not assumed by the Sponsor), fails, becomes insolvent, enters receivership, is taken overby regulators, enters financial distress, or otherwise suffers adverse effects to its financial condition or operational status. Recently,some banks have experienced financial distress. For example, on March 8, 2023, the California Department of Financial Protection and Innovation(“DFPI”) announced that Silvergate Bank had entered voluntary liquidation, and on March 10, 2023, Silicon Valley Bank (“SVB”)was closed by the DFPI, which appointed the FDIC as receiver. Similarly, on March 12, 2023, the New York Department of Financial Servicestook possession of Signature Bank and appointed the FDIC as receiver. A joint statement by the Department of the Treasury, the FederalReserve and the FDIC on March 12, 2023, stated that depositors in Signature and SVB will have access to all of their funds, includingfunds held in deposit accounts, in excess of the insured amount. On May 1, 2023, First Republic Bank was closed by the California Departmentof Financial Protection and Innovation, which appointed the FDIC as receiver. Following a bidding process, the FDIC entered into a purchaseand assumption agreement with JPMorgan Chase Bank, National Association, to acquire the substantial majority of the assets and assumecertain liabilities of First Republic Bank from the FDIC.

The Prime Execution Agent hashistorically maintained banking relationships with Silvergate Bank and Signature Bank. While the Sponsor does not believe there is a directrisk to the Trust’s assets from the failures of Silvergate Bank or Signature Bank, in the future, changing circumstances and marketconditions, some of which may be beyond the Trust’s or the Sponsor’s control, could impair the Trust’s ability to accessthe Trust’s cash held with the Prime Execution Agent in the Trust’s Trading Balance or associated with the Trust’s ordersto sell Solana in connection with payment of Trust expenses not assumed by the Sponsor. If the Prime Execution Agent were to experiencefinancial distress or its financial condition is otherwise affected by the failure of its banking partners, the Prime Execution Agent’sability to provide services to the Trust could be affected. Moreover, the future failure of a bank at which the Prime Execution Agentmaintains customer cash, in the Trust’s Trading Balance associated with the Trust’s orders to sell Solana in connection withpayment of Trust expenses not assumed by the Sponsor, could result in losses to the Trust, to the extent the balances are not subjectto deposit insurance, notwithstanding the regulatory requirements to which the Prime Execution Agent is subject or other potential protections.Although the Prime Execution Agent has made certain representations to the Sponsor regarding the Prime Execution Agent’s maintenanceof records in a manner reasonably designed to qualify for FDIC insurance on a pass-through basis in connection with the accounts in whichthe Prime Execution Agent maintains cash on behalf of its customers (including the Trust), there can be no assurance that such pass-throughinsurance will ultimately be made available. In addition, the Trust may maintain cash balances with the Prime Execution Agent that arenot insured or are in excess of the FDIC’s insurance limits, or which are maintained by the Prime Execution Agent at Money MarketFunds and subject to the attendant risks (e.g., “breaking the buck”). As a result, the Trust could suffer losses.

The Prime ExecutionAgent routes orders through Connected Trading Venues in connection with trading services under the Prime Execution Agreement. The lossor failure of any such Connected Trading Venues may adversely affect the Prime Execution Agent’s business and cause losses for theTrust.

In connection with trading servicesunder the Prime Execution Agreement, the Prime Execution Agent routinely routes customer orders to Connected Trading Venues, which arethird-party platforms or other trading venues (including the trading venue operated by the Prime Execution Agent). In connection withthese activities, the Prime Execution Agent may hold Solana with such Connected Trading Venues in order to effect customer orders, includingthe Trust’s orders. However, the Prime Execution Agent has represented to the Sponsor that no customer cash is held at ConnectedTrading Venues. If the Prime Execution Agent were to experience a disruption in the Prime Execution Agent’s access to these ConnectedTrading Venues, the Prime Execution Agent’s trading services under the Prime Execution Agreement could be adversely affected tothe extent that the Prime Execution Agent is limited in its ability to execute order flow for its customers, including the Trust. In addition,while the Prime Execution Agent has policies and procedures to help mitigate the Prime Execution Agent’s risks related to routingorders through third-party trading venues, if any of these third-party trading venues experience any technical, legal, regulatory or otheradverse events, such as shutdowns, delays, system failures, suspension of withdrawals, illiquidity, insolvency, or loss of customer assets,the Prime Execution Agent might not be able to fully recover the customer’s Solana that the Prime Execution Agent has depositedwith these third parties. As a result, the Prime Execution Agent’s business, operating results and financial condition could beadversely affected, potentially resulting in its failure to provide services to the Trust or perform its obligations under the Prime ExecutionAgreement, and the Trust could suffer resulting losses or disruptions to its operations. The failure of a Connected Trading Venue at whichthe Prime Execution Agent maintains customer Solana, including Solana associated with the Trust, could result in losses to the Trust,notwithstanding the regulatory requirements to which the Prime Execution Agent is subject or other potential protections.

A loss of confidenceor breach of the Solana Custodian may adversely affect the Trust and the value of an investment in the Shares.

Custody and security servicesfor the Trust’s Solana are provided by [Solana Custodian], although the Trust may retain one or more additional custodians at alater date. Solana held by the Trust may be custodied or secured in different ways (for example, a portion of the Trust’s Solanaholdings may be custodied by [Solana Custodian] and another portion by another third-party custodian). Over time, the Trust may changethe custody or security arrangement for all or a portion of its holdings. The Sponsor will decide the appropriate custody and arrangementsbased on, among other factors, the availability of experienced custodians and the Trust’s ability to securely safeguard the Solana.

If the Solana CustodyAgreement or Prime Execution Agreement is terminated or the Solana Custodian or Prime Execution Agent fails to provide services as required,the Sponsor may need to find and appoint a replacement custodian or prime broker, which could pose a challenge to the safekeeping of theTrust’s Solana, and the Trust’s ability to continue to operate may be adversely affected.

The Trust is dependent on theSolana Custodian, which is [Solana Custodian], and to a lesser extent, the Prime Execution Agent, [Prime Execution Agent] to operate.[Solana Custodian] performs essential functions in terms of safekeeping the Trust’s Solana in the Trust Solana Account, and itsaffiliate, [Prime Execution Agent], in its capacity as Prime Execution Agent under the Agent Execution Model. If [Solana Custodian] or[Prime Execution Agent] fails to perform the functions they perform for the Trust, the Trust may be unable to operate or create or redeemBaskets, which could force the Trust to liquidate or adversely affect the price of the Shares.

The Sponsor may not be able tofind a party willing to serve as the custodian of the Trust’s Solana or as the Trust’s prime execution agent under the sameterms as the current Solana Custody Agreement or Prime Execution Agreement or at all. To the extent that Sponsor is not able to find asuitable party willing to serve as the custodian or prime execution agent, the Sponsor may be required to terminate the Trust and liquidatethe Trust’s Solana. In addition, to the extent that the Sponsor finds a suitable party but must enter into a modified Solana CustodyAgreement or Prime Execution Agreement that is less favorable for the Trust, the value of the Shares could be adversely affected. If theTrust is unable to find a replacement prime execution agent, its operations could be adversely affected.

The Sponsor may needto find and appoint a replacement Solana Custodian or Cash Custodian quickly, which could pose a challenge to the safekeeping of the Trust’sSolana and cash.

The Sponsor may need to replace[Solana Custodian] as the Solana custodian of the Trust’s Solana or BNY Mellon as the cash custodian of the Trust’s cash andcash equivalents as a result of the insolvency, business failure or interruption, default, failure to perform, security breach or otherproblems. Transferring maintenance responsibilities of the Trust’s accounts with the Solana Custodian and/or Cash Custodian to anotherparty will likely be complex and could subject the Trust’s Solana to the risk of loss during the transfer, which could have a negativeimpact on the performance of the Shares or result in loss of the Trust’s assets. The Sponsor may not be able to find a party willingto serve as the Solana Custodian or Cash Custodian under the same terms as the current Solana Custody Agreement or Cash Custody Agreement,respectively. To the extent that Sponsor is not able to find a suitable party willing to serve as the Solana Custodian or Cash Custodian,as applicable, the Sponsor may be required to terminate the Trust and liquidate the Trust’s Solana. In addition, to the extent thatthe Sponsor finds a suitable party but must enter into modified custodial services agreements that cost more, the value of the Sharescould be adversely affected.

The Solana Custodiancould become insolvent.

The Trust’s assets willbe held in one or more accounts maintained for the Trust by the Solana Custodian and Cash Custodian. The Solana Custodian is not a depositoryinstitution as it is not insured by the FDIC. The insolvency of the Solana Custodian or of any broker, custodian bank or clearing corporationused by the Solana Custodian, may result in the loss of all or a substantial portion of the Trust’s assets or in a significant delayin the Trust having access to those assets. Additionally, custody of digital assets presents inherent and unique risks relating to access,loss, theft and means of recourse in such scenarios. These risks are applicable to the Trust’s use of [Solana Custodian].

Solana held by theTrust is not subject to FDIC or SIPC protections.

The Trust is not a banking institutionor otherwise a member of the FDIC or SIPC and, therefore, deposits held with or assets held by the Trust are not subject to the protectionsenjoyed by depositors with FDIC or SIPC member institutions. The undivided interests in the Trust’s Solana represented by the Sharesin the Trust are not insured.

Third partiesmay infringe upon or otherwise violate intellectual property rights or assert that the Sponsor has infringed or otherwise violated theirintellectual property rights, which may result in significant costs and diverted attention.

It is possible that thirdparties might utilize the Trust’s intellectual property or technology, including the use of its business methods and trademarks,without permission. However, the Trust may not have adequate resources to implement procedures for monitoring unauthorized uses of theirtrademarks, proprietary software and other technology. Also, third parties may independently develop business methods, trademarks or proprietarysoftware and other technology similar to that of the Trust or claim that the Trust has violated their intellectual property rights, includingtheir copyrights, trademark rights, trade names, trade secrets and patent rights. As a result, the Trust may have to litigate in the futureto protect its trade secrets, determine the validity and scope of other parties’ proprietary rights, defend itself against claimsthat it has infringed or otherwise violated other parties’ rights, or defend itself against claims that its rights are invalid.Any litigation of this type, even if the Trust is successful and regardless of the merits, may result in significant costs, divert itsresources from the Trust, or require it to change its proprietary software and other technology or enter into royalty or licensing agreements.

Due to the increaseduse of technologies, intentional and unintentional cyber-attacks pose operational and information security risks.

With the increased use oftechnologies such as the internet and the dependence on computer systems to perform necessary business functions, the Trust is susceptibleto operational and information security risks. In general, cyber incidents can result from deliberate attacks or unintentional events.Cyber-attacks include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assetsor sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that doesnot require gaining unauthorized access, such as causing denial-of-service attacks on websites. Cyber security failures or breaches ofone or more of the Trust’s third-party service providers (including, but not limited to, the Administrator, Transfer Agent, theSponsor, the Solana Custodian and the Cash Custodian) have the ability to cause disruptions and impact business operations, potentiallyresulting in financial losses, the inability of the Shareholders to transact business, violations of applicable privacy and other laws,regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs.

In addition, substantial costsmay be incurred in order to prevent any cyber incidents in the future. The Trust and its Shareholders could be negatively impacted asa result. While the Trust has established business continuity plans, there are inherent limitations in such plans.

The Trust facesrisks related to the novel coronavirus (COVID-19) outbreak, which could negatively impact the value of the Trust’s holdings andsignificantly disrupt its operations.

Health crises caused by theoutbreak of infectious diseases or other public health issues, may exacerbate other pre-existing political, social, economic, market andfinancial risks. The impact of any such events, could negatively affect the global economy, as well as the economies of individual countriesor regions, the financial performance of individual companies, sectors and industries, and the markets in general in significant and unforeseenways. Any such impact could adversely affect the prices and liquidity of the Shares.

For example, an outbreak ofa respiratory disease designated as COVID-19 was first detected in China in December 2019 and subsequently spread internationally. Thetransmission of COVID-19 and efforts to contain its spread resulted in international, national and local border closings and other significanttravel restrictions and disruptions, significant disruptions to business operations, supply chains and customer activity, event cancellationsand restrictions, service cancellations, reductions and other changes, significant challenges in healthcare service preparation and delivery,and quarantines, as well as general concern and uncertainty that negatively affected the economic environment. These impacts also causedsignificant volatility and declines in global financial markets, including increased volatility and uncertainty in crypto markets, whichhave caused losses for investors. The emergence of new COVID variants or other infectious diseases could result in a substantial economicdownturn or recession.

In addition, the operationsof the Trust, the Sponsor and other service providers may be significantly impacted, or even temporarily or permanently halted, as a resultof government quarantine measures, voluntary and precautionary restrictions on travel or meetings and other factors related to a publichealth emergency, including its potential adverse impact on the health of any such entity’s personnel. Any disruption of operationscould adversely impact the price and liquidity of the Shares, including, without limitation, the Trust’s ability to process ordersfor Baskets.

Solana, SolanaMARKET AND REGULATION OF Solana

Solana and the Solana Network

Solana is a digital assetthat is created and transmitted through the operations of a peer-to-peer, decentralized network of computers that operates on cryptographicprotocols (the Solana Network). No single entity is known to own or operate the Solana Network, the infrastructure of which is collectivelymaintained by what is understood to be a decentralized user base. The Solana Network allows people to exchange tokens of value, calledSolana, which are recorded on a public transaction ledger known as a blockchain. Solana can be used to pay for goods and services, includingcomputational power on the Solana Network, or it can be converted to fiat currencies, such as the U.S. dollar, at rates determined ondigital asset trading platforms or in individual end-user-to-end-user transactions under a barter system. Furthermore, the Solana Networkwas designed to allow users to write and implement smart contracts—that is, general-purpose code that executes on every computerin the network and can instruct the transmission of information and value based on a sophisticated set of logical conditions. Using smartcontracts, users can create markets, store registries of debts or promises, represent the ownership of property, move funds in accordancewith conditional instructions and create digital assets other than Solana on the Solana Network. Smart contract operations are executedon the Solana blockchain in exchange for payment of Solana. Like the Ethereum network, the Solana Network is one of a number of projectsintended to expand blockchain use beyond just a peer-to-peer money system.

The Solana protocol introducedthe Proof-of-History (PoH) timestamping mechanism. PoH automatically orders on-chain transactions by creating a historical record thatproves an event has occurred at a specific moment in time. PoH is intended to provide a transaction processing speed and capacity advantageover other blockchain networks like Bitcoin and Ethereum, which rely on sequential production of blocks and can lead to delays causedby validator confirmations. PoH is a new blockchain technology that is not widely used. PoH may not function as intended. For example,it may require more specialized equipment to participate in the network and fail to attract a significant number of users, or may be subjectto outages or fail to function as intended. In addition, there may be flaws in the cryptography underlying PoH, including flaws that affectfunctionality of the Solana Network or make the network vulnerable to attack.

In addition to the PoH mechanismdescribed above, the Solana Network uses a proof-of-stake consensus mechanism to incentivize Solana holders to validate transactions.Unlike proof-of-work, in which miners expend computational resources to compete to validate transactions and are rewarded coins in proportionto the amount of computational resources expended, in proof-of-stake, validators risk or “stake” coins to compete to be randomlyselected to validate transactions and are rewarded coins in proportion to the amount of coins staked. Any malicious activity, such asdisagreeing with the eventual consensus or otherwise violating protocol rules, results in the forfeiture or “slashing” ofa portion of the staked coins. Proof-of-stake is viewed as more energy efficient and scalable than proof-of-work and is sometimes referredto as “virtual mining.”

The Solana protocol was firstconceived by Anatoly Yakovenko in a 2017 whitepaper. Development of the Solana Network is overseen by the Solana Foundation, a Swiss non-profitorganization, and Solana Labs, Inc. (Solana Labs), a Delaware corporation, which administered the original network launch and token distribution.Although Solana Labs and the Solana Foundation continue to exert significant influence over the direction of the development of Solana,the Solana Network, like the Ethereum network, is understood to be decentralized and does not require governmental authorities or financialinstitution intermediaries to create, transmit or determine the value of Solana.

In order to own, transferor use Solana directly on the Solana Network (as opposed to through an intermediary, such as a custodian), a person generally must haveinternet access to connect to the Solana Network. Solana transactions may be made directly between end-users without the need for a third-partyintermediary. To prevent the possibility of double-spending Solana, a user must notify the Solana Network of the transaction by broadcastingthe transaction data to its network peers. The Solana Network provides confirmation against double-spending by memorializing every transactionin the Solana blockchain, which is publicly accessible and transparent. This memorialization and verification against double-spendingis accomplished through the Solana Network validation process, which adds “blocks” of data, including recent transaction information,to the Solana blockchain. Unlike other blockchains that rely solely on sequential production of blocks through proof-of-work or proof-of-stakemechanisms, however, the Solana Network introduces PoH, which creates a historical record that proves an event has occurred at a specificmoment in time.

Smart Contracts and Developmenton the Solana Network

Smart contracts are programsthat run on a blockchain that can execute automatically when certain conditions are met. Smart contracts facilitate the exchange of anythingrepresentative of value, such as money, information, property, or voting rights.

Using smart contracts, userscan send or receive digital assets, create markets, store registries of debts or promises, represent ownership of property or a company,move funds in accordance with conditional instructions and create new digital assets.

Development on the SolanaNetwork involves building more complex tools on top of smart contracts, such as decentralized apps (“DApps”) and organizationsthat are autonomous, known as decentralized autonomous organizations (“DAOs”). For example, a company that distributes charitabledonations on behalf of users could hold donated funds in smart contracts that are paid to charities only if the charity satisfies certainpre-defined conditions.

In total, as of November 1,2024, more than 400 DApps are currently built on the Solana Network, including DApps in the collectible non-fungible token, gaming, musicstreaming, and decentralized finance categories.

Additionally, the Solana Networkhas been used for decentralized finance (“DeFi”), or open finance platforms, which seek to democratize access to financialservices, such as borrowing, lending, custody, trading, derivatives and insurance, by removing third-party intermediaries. DeFi can allowusers to lend and earn interest on their digital assets, exchange one digital asset for another and create derivative digital assets suchas stablecoins, which are digital assets pegged to a reserve asset such as fiat currency.

In addition, the Solana Networkand other smart contract platforms have been used for creating non-fungible tokens (“NFTs”).

Unlike digital assets nativeto smart contract platforms which are fungible and enable the payment of fees for smart contract execution. Instead, NFTs allow for digitalownership of assets that convey certain rights to other digital or real world assets. This new paradigm allows users to own rights toother assets through NFTs, which enable users to trade them with others on the Solana Network. For example, an NFT may convey rights toa digital asset that exists in an online game or a DApp, and users can trade their NFT in the DApp or game, and carry them to other digitalexperiences, creating an entirely new free-market internet-native economy that can be monetized in the physical world.

Summary of a Solana Transaction

Prior to engaging in Solanatransactions directly on the Solana Network, a user generally must first install on its computer or mobile device a Solana Network softwareprogram that will allow the user to generate a private and public key pair associated with a Solana address. The Solana Network softwareprogram and the Solana address also enable the user to connect to the Solana Network and transfer Solana to, and receive Solana from,other users.

Each Solana Network address,or wallet, is associated with a unique “public key” and “private key” pair. To receive Solana, the Solana recipientmust provide its public key to the party initiating the transfer. This activity is analogous to a recipient for a transaction in U.S.dollars providing a routing address in wire instructions to the payor so that cash may be wired to the recipient’s account. Thepayor approves the transfer to the address provided by the recipient by “signing” a transaction that consists of the recipient’spublic key with the private key of the address from where the payor is transferring the Solana. The recipient, however, does not makepublic or provide to the sender its related private key.

Neither the recipient northe sender reveal their private keys in a transaction, because the private key authorizes transfer of the funds in that address to otherusers. Therefore, if a user loses his or her private key, the user may permanently lose access to the Solana contained in the associatedaddress. Likewise, Solana is irretrievably lost if the private key associated with them is deleted and no backup has been made. When sendingSolana, a user’s Solana Network software program must validate the transaction with the associated private key. In addition, sinceevery computation on the Solana Network requires processing power, there is a transaction fee involved with the transfer that is paidby the payor the resulting digitally validated transaction is sent by the user’s Solana Network software program to the Solana Networkvalidators to allow transaction confirmation.

Solana Network validatorsrecord and confirm transactions when they validate and add blocks of information to the Solana blockchain. When a validator is selectedto validate a block, it creates that block, which includes data relating to (i) the verification of newly submitted and accepted transactionsand (ii) a reference to the prior block in the Solana blockchain to which the new block is being added. The validator becomes aware ofoutstanding, unrecorded transactions through the data packet transmission and distribution discussed above.

Upon the addition of a blockof Solana transactions, the Solana Network software program of both the spending party and the receiving party will show confirmationof the transaction on the Solana blockchain and reflect an adjustment to the Solana balance in each party’s Solana Network publickey, completing the Solana transaction. Once a transaction is confirmed on the Solana blockchain, it is irreversible.

Some Solana transactions areconducted “off-blockchain” and are therefore not recorded in the Solana blockchain. These “off-blockchain transactions”involve the transfer of control over, or ownership of, a specific digital wallet holding Solana or the reallocation of ownership of certainSolana in a pooled-ownership digital wallet, such as a digital wallet owned by a digital asset trading platform. In contrast to on-blockchaintransactions, which are publicly recorded on the Solana blockchain, information and data regarding off-blockchain transactions are generallynot publicly available. Therefore, off-blockchain transactions are not truly Solana transactions in that they do not involve the transferof transaction data on the Solana Network and do not reflect a movement of Solana between addresses recorded in the Solana blockchain.For these reasons, off-blockchain transactions are subject to risks as any such transfer of Solana ownership is not protected by the protocolbehind the Solana Network or recorded in, and validated through, the blockchain mechanism.

Solana Market and Solana Digital Asset TradingPlatforms

Solana can be transferredin direct peer-to-peer transactions through the direct sending of Solana over the Solana blockchain from one Solana address to another.Among end-users, Solana can be used to pay other members of the Solana Network for goods and services under what resembles a barter system.Consumers can also pay merchants and other commercial businesses for goods or services through direct peer-to-peer transactions on theSolana blockchain or through third-party service providers.

In addition to using Solanato engage in transactions, investors may purchase and sell Solana to speculate as to the value of Solana in the Solana market, or as along-term investment to diversify their portfolio. The value of Solana within the market is determined, in part, by the supply of anddemand for Solana in the global Solana market, market expectations for the adoption of Solana as a store of value, the number of merchantsthat accept Solana as a form of payment, and the volume of peer-to-peer transactions, among other factors.

Solana spot markets provideinvestors with a website that permits investors to open accounts with the spot market and then purchase and sell Solana. Prices for tradeson Solana spot markets are typically reported publicly. An investor opening a trading account must deposit an accepted government-issuedcurrency into their account with the spot market, or a previously acquired digital asset, before they can purchase or sell assets on thespot market. The process of establishing an account with a Solana spot market and trading Solana is different from, and should not beconfused with, the process of users sending Solana from one Solana address to another Solana address on the Solana blockchain. This latterprocess is an activity that occurs on the Solana Network, while the former is an activity that occurs entirely on the private websiteoperated by the spot market. The spot market typically records the investor’s ownership of Solana in its internal books and records,rather than on the Solana blockchain. The spot market ordinarily does not transfer Solana to the investor on the Solana blockchain unlessthe investor makes a request to the spot market to withdraw the Solana in their exchange account to an off-exchange Solana wallet.

Outside of spot markets, Solanacan be traded OTC in transactions that are not publicly reported. The OTC market is largely institutional in nature, and OTC market participantsgenerally consist of institutional entities, such as firms that offer two-sided liquidity for Solana, investment managers, proprietarytrading firms, high-net-worth individuals that trade Solana on a proprietary basis, entities with sizeable Solana holdings, and familyoffices. The OTC market provides a relatively flexible market in terms of quotes, price, quantity, and other factors, although it tendsto involve large blocks of Solana. The OTC market has no formal structure and no open-outcry meeting place. Parties engaging in OTC transactionswill agree upon a price—often via phone or email—and then one of the two parties will then initiate the transaction. For example,a seller of Solana could initiate the transaction by sending the Solana to the buyer’s Solana address. The buyer would then wireU.S. dollars to the seller’s bank account. OTC trades are sometimes hedged and eventually settled with concomitant trades on Solanaspot markets.

Authorized Participants willdeliver, or facilitate the delivery of, Solana or cash to the Trust’s account with the Solana Custodian in exchange for Shares ofthe Trust, and the Trust, through the Solana Custodian, will deliver Solana or cash when such Authorized Participants redeem Shares ofthe Trust. See “The Trust and SOLANA Prices” for more information.

Creation of New Solana

Initial Creation ofSolana

Unlike other digital assetssuch as bitcoin, which are solely created through a progressive mining process, 500 million Solana were created in connection with thelaunch of the Solana Network. The initial 500 million Solana were distributed as follows:

Investors:189 million Solana, or 37.8% of the supply, was sold in private sales to venture capital and other investors conducted between 2018 to2021.

Solana Foundation:52 million Solana, or 10.4% of the supply, was distributed to the Solana Foundation for operational costs incurred in the developmentof the Solana Network.

Solana Labs, Inc.:64 million Solana, or 12.8% of the supply, was retained by Solana Labs to be used, at least in part, to compensate the employees of SolanaLabs.

Community: 195 million Solana, or 39.0% of the supply, was distributed to the Solana Foundation to be deployedas bounties, incentive programs, marketing and grants.

Following the launch of theSolana Network, Solana supply increases through a progressive minting process.

Proof-of-Stake Process

Unlike proof-of-work, in whichvalidators expend computational resources to compete to validate transactions and are rewarded coins in proportion to the amount of computationalresources expended, in proof-of-stake, validators risk or “stake” coins to compete to be randomly selected to validate transactionsand are rewarded coins in proportion to the amount of coins staked. Any malicious activity, such as validating multiple blocks, disagreeingwith the eventual consensus or otherwise violating protocol rules, results in the forfeiture or “slashing” of a portion ofthe staked coins. Proof-of-stake is believed by some to be more energy efficient and scalable than proof-of-work. Every 12 seconds, approximately,a new block is added to the Solana blockchain with the latest transactions processed by the network, and the validator that generatedthis block is awarded Solana.

Limits on Solana Supply

The rate at which new Solanasupply has been minted and put into circulation has varied since network launch. Additionally, the Solana protocol reduces the Solanasupply by eliminating 50% of transaction fees paid to the network. As a result, net changes in Solana supply are expected to vary in thefuture.

At network launch, the Solanacirculating supply was 8 million Solana. Between network launch and December 31, 2023, the circulating supply of Solana increased by roughly5,266% to approximately 429 million Solana.

InFebruary 2021, the Solana supply inflation rate was changed from 0.1% to a new initial inflation rate of 8%. The 8% initial inflationrate is scheduled to decline in 15% increments until a long-term inflation rate of 1.5% is reached. As of November 1, 2024, the Solanasupply issuance rate was approximately 4.978% on an annual basis before any offsets for eliminated transaction fees.

Solana Protocol Development and Modifications

Historically the Solana Network’sdevelopment has been overseen by Solana Labs, the Solana Foundation and other core developers. The Solana Foundation and core developersare able to access and alter the Solana Network source code and, as a result, they are responsible for quasi-official releases of updatesand other changes to the Solana Network’s source code.

For example, in March 2020,the Solana Network launched the Mainnet Beta version of the Solana Network, one month after launching the testnet, Tour de SOL. SolanaLabs led the development of these reference implementations.

The release of updates tothe Solana Network’s source code does not guarantee that the updates will be automatically adopted. Users and nodes must acceptany changes made to the Solana source code by downloading the proposed modification of the Solana Network’s source code. A modificationof the Solana Network’s source code is only effective with respect to the Solana users that download it. If a modification is acceptedonly by a percentage of users and validators, a division in the Solana Network will occur such that one network will run the pre-modificationsource code and the other network will run the modified source code. Such a division is known as a “fork.” See “RISKFACTORS—Risks Associated with Solana and the Solana Network — A temporary or permanent “fork” or a “clone”of the Solana Network could adversely affect the value of the Shares.” Consequently, as a practical matter, a modification to thesource code become part of the Solana Network only if accepted by participants collectively having a majority of the processing poweron the Solana Network.

Core development of the Solanasource code has increasingly focused on modifications of the Solana protocol to increase speed and scalability and also allow for financialand non-financial next generation uses. The Trust’s activities will not directly relate to such projects, though such projects mayutilize Solana as tokens for the facilitation of their non-financial uses, thereby potentially increasing demand for Solana and the utilityof the Solana Network as a whole. Conversely, projects that operate and are built within the Solana blockchain may increase the data flowon the Solana Network and could either “bloat” the size of the Solana blockchain or slow confirmation times.

Forms of Attack Against the Solana Network

All networked systems arevulnerable to various kinds of attacks. As with any computer network, the Solana Network contains certain flaws. For example, the SolanaNetwork is currently vulnerable to a “51% attack” (though the numerical thresholds vary in proof-of-stake) where, if a partyor group were to gain control of more than the relevant threshold of the staked Solana, a malicious actor would be able to gain full controlof the network and the ability to manipulate the Solana blockchain. As of November 1, 2024, the top three largest staking pools controlledapproximately 68% of the Solana staked on the Solana Network.

In addition, many digitalasset networks have been subjected to a number of denial of service attacks, which has led to temporary delays in block creation and inthe transfer of Solana.

For example, on September14, 2021, the Solana Network experienced a significant disruption, later attributed to a type of denial of service attack, and was offlinefor 17 hours, only returning to full functionality 24 hours later. While persons associated with Solana Labs and/or the Solana Foundationare understood to have played a key role in bringing the network back online, the broader community also played a key role, as Solanavalidators coordinated to upgrade and restart the network. Any similar attacks on the Solana Network that impact the ability to transferSolana could have a material adverse effect on the price of Solana and the value of the Shares.

Thisis not intended as an exhaustive list of all forms of attack against the Solana Network. For additional information, see the “RISKFACTORS” section of this Prospectus.

Market Participants

Validators

Validators range from Solanaenthusiasts to professional operations that design and build dedicated machines and data centers, including “clusters,” whichare groups of validators that act cohesively and combine their processing to confirm transactions. When a validator confirms a transaction,the validator and any associated stakers receive a fee. During the course of ordering transactions and validating blocks, validators maybe able to prioritize certain transactions in return for increased transaction fees, an incentive system known as “Maximal ExtractableValue” or MEV. For example, in blockchain networks that facilitate DeFi protocols in particular, such as the Ethereum Network, usersmay attempt to gain an advantage over other users by offering greater transaction fees. Validators less commonly capture MEV in the SolanaNetwork because, unlike the Ethereum Network, it does not publicly expose transactions before they are accepted by a validator. However,some efforts are underway to help Solana Validators consistently capture MEV. See “SOLANA, SOLANA MARKET AND REGULATION OF SOLANA—Summaryof a Solana Transaction” below.

Investment and SpeculativeSector

This sector includes the investmentand trading activities of both private and professional investors and speculators. Historically, larger financial services institutionsare publicly reported to have limited involvement in investment and trading in digital assets, although the participation landscape isbeginning to change. Currently, there is relatively limited use of digital assets in the retail and commercial marketplace in comparisonto relatively extensive use by speculators, and a significant portion of demand for digital assets is generated by speculators and investorsseeking to profit from the short- or long-term holding of digital assets.

Retail Sector

The retail sector includesusers transacting in direct peer-to-peer Solana transactions through the direct sending of Solana over the Solana Network. The retailsector also includes transactions in which consumers purchase goods and services from commercial or service businesses through directtransactions or third-party service providers, although the use of Solana as a means of payment is still developing and has not yet beenaccepted in the same manner as Bitcoin or Ethereum due to its infancy and because Solana has a different purpose than Bitcoin and Ethereum.

Service Sector

This sector includes companiesthat provide a variety of services including the buying, selling, payment processing and storing of Solana. As Solana continues to growin acceptance, it is anticipated that service providers will expand the currently available range of services and that additional partieswill enter the service sector for Solana.

Competition

As of November 1, 2024, morethan 8,000 other digital assets, as tracked by CoinMarketCap.com, have been developed since the inception of bitcoin, which is currentlythe most developed digital asset because of the length of time it has been in existence, the investment in the infrastructure that supportsit, and the network of individuals and entities that are using bitcoin in transactions. While Solana has enjoyed some success in its limitedhistory, the aggregate value of outstanding Solana is smaller than that of bitcoin and may be eclipsed by the more rapid development ofother digital assets.

Regulation of Solana and Government Oversight

As digital assets have grownin both popularity and market size, the U.S. Congress and a number of U.S. federal and state agencies (including FinCEN, SEC, CFTC, FINRA,the Consumer Financial Protection Bureau (“CFPB”), of Investigation, the IRS, the Office of the Comptroller of the Currency,the Federal Deposit Insurance Corporation, the Federal Reserve and state financial institution and securities regulators) have been examiningthe operations of digital asset networks, digital asset users and the digital asset exchange markets, with particular focus on the extentto which digital assets can be used to launder the proceeds of illegal activities or fund criminal or terrorist enterprises and the safetyand soundness of exchanges or other service-providers that hold or custody digital assets for users. Many of these state and federal agencieshave issued consumer advisories regarding the risks posed by digital assets to investors. In addition, federal and state agencies, andother countries have issued rules or guidance about the treatment of digital asset transactions or requirements for businesses engagedin digital asset activity. President Biden’s March 9, 2022 Executive Order, asserting that technological advances and the rapidgrowth of the digital asset markets “necessitate an evaluation and alignment of the United States Government approach to digitalassets,” signals an ongoing focus on digital asset policy and regulation in the United States. A number of reports issued pursuantto the Executive Order have focused on various risks related to the digital asset ecosystem, and have recommended additional legislationand regulatory oversight. In addition, federal and state agencies, and other countries and international bodies have issued rules or guidanceabout the treatment of digital asset transactions or requirements for businesses engaged in digital asset activity. Moreover, the failureof FTX Trading Ltd. (“FTX”) in November 2022 and the resulting market turmoil substantially increased regulatory scrutinyin the United States and globally and led to SEC and criminal investigations, enforcement actions and other regulatory activity acrossthe digital asset ecosystem.

In addition, the SEC, U.S.state securities regulators and several foreign governments have issued warnings and instituted legal proceedings in which they arguethat certain digital assets may be classified as securities and that both those digital assets and any related initial coin offeringsor other primary and secondary market transactions are subject to securities regulations. For example, in June 2023, the SEC brought chargesagainst Binance and Coinbase, and in November 2023, the SEC brought charges against Kraken, alleging that they operated unregistered securitiesexchanges, brokerages and clearing agencies. In its complaints, the SEC asserted that several digital assets are securities under thefederal securities laws, including Solana. The outcomes of these proceedings, as well as ongoing and future regulatory actions, have hada material adverse effect on the digital asset industry as a whole and on the price of Solana, and may alter, perhaps to a materiallyadverse extent, the nature of an investment in the Shares and/or the ability of the Trust to continue to operate. Additionally, U.S. stateand federal, and foreign regulators and legislatures have taken action against virtual currency businesses or enacted restrictive regimesin response to adverse publicity arising from hacks, consumer harm, or criminal activity stemming from virtual currency activity.

In August 2021, the chairof the SEC stated that he believed investors using digital asset trading platforms are not adequately protected, and that activities onthe platforms can implicate the securities laws, commodities laws and banking laws, raising a number of issues related to protecting investorsand consumers, guarding against illicit activity, and ensuring financial stability. The chair expressed a need for the SEC to have additionalauthorities to prevent transactions, products, and platforms from “falling between regulatory cracks,” as well as for moreresources to protect investors in “this growing and volatile sector.” The chair called for federal legislation centering ondigital asset trading, lending, and decentralized finance platforms, seeking “additional plenary authority” to write rulesfor digital asset trading and lending. At the same time, the chair has also stated that the SEC has authority under existing laws to regulatethe digital asset sector and several enforcement actions were filed against digital asset trading platforms during the first half of 2023.

The SEC has also recentlyproposed amendments to the custody rules under Rule 406(4)-2 of the Investment Advisers Act. The proposed rule changes would amend thedefinition of a “qualified custodian” under Rule 206(4)-2(d)(6) and expand the current custody rule under Rule 406(4)-2 tocover digital assets and related advisory activities. If enacted as proposed, these rules would likely impose additional regulatory requirementswith respect to the custody and storage of digital assets and could lead to additional regulatory oversight of the digital asset ecosystemmore broadly.

Various foreign jurisdictionshave, and may continue to, in the near future, adopt laws, regulations or directives that affect a digital asset network, the DigitalAsset Markets, and their users, particularly digital asset trading platforms and service providers that fall within such jurisdictions’regulatory scope. For example:

There remains significantuncertainty regarding foreign governments’ future actions with respect to the regulation of digital assets and digital asset tradingplatforms. Such laws, regulations or directives may conflict with those of the United States and may negatively impact the acceptanceof Solana by users, merchants and service providers outside the United States and may therefore impede the growth or sustainability ofthe Solana ecosystem in the United States and globally, or otherwise negatively affect the value of Solana held by the Trust. The effectof any future regulatory change on the Trust or the Solana held by the Trust is impossible to predict, but such change could be substantialand adverse to the Trust and the value of the Shares.

THE TRUST AND SolanaPRICES

Overview of the Trust

The Trust’s investmentobjective is to seek to provide exposure to the value of Solana held by the Trust, less the expenses of the Trust’s operations.In seeking to achieve its investment objective, the Trust will hold Solana and will value its net assets and the Shares daily based onthe Pricing Benchmark. Solana will be the only digital asset held by the Trust.

The Sponsor believes thatthe Trust will provide a cost-efficient way for investors to implement strategic and tactical asset allocation strategies that use Solanaby investing in the Shares rather than purchasing, holding and trading Solana directly. The latter alternative would require an investorto acquire Solana by selecting a digital asset trading platform and opening an account or arranging a private transaction, and initiatinga fiat transaction to initiate or settle such acquisition. An investor would then also be required to custody such Solana by selectinga retail or institutional custodial platform or establishing a personal computer or hardware security module-based system capable of transactingdirectly on the blockchain, and incurring the risk associated with cybersecurity and maintaining a private key that is irrecoverable iflost, among other difficulties.

Purchase and Sale of Solana

Because the Trust will conductcreations and redemptions of Shares for cash, it will be responsible for purchasing and selling Solana in connection with those creationand redemption orders. The Trust may also be required to sell Solana to pay certain extraordinary, non-recurring expenses that are notassumed by the Sponsor.

The Sponsor, on behalf ofthe Trust, will typically seek to buy and sell Solana at a price as close to the Pricing Benchmark as practical. When choosing betweenpotential counterparties, the Sponsor may consider factors other than simply the most favorable price. However, the most favorable pricewill be the predominant factor in determining the counterparty with which the Sponsor effectuates the contemplated transaction. Otherfactors that the Sponsor may consider include the size of the proposed order, as well as a counterparty’s execution capabilities,reliability and responsiveness.

The Trust’s purchaseand sale of Solana may be conducted pursuant to either of two models: (i) the “Trust-Directed Trade Model”; or the (ii) the“Agent Execution Model.” The Trust intends to utilize the Trust-Directed Trade Model for all purchases and sales of Solanaand will only utilize the Agent Execution Model in the event that no Solana Trading Counterparty is able or willing to effectuate theTrust’s purchase or sale of Solana.

Whether utilizing either theTrust-Directed Trade Model or the Agent Execution Model, the Authorized Participants will deliver only cash to create Shares and willreceive only cash when redeeming Shares. Further, Authorized Participants will not directly or indirectly purchase, hold, deliver, orreceive Solana as part of the creation or redemption process or otherwise direct the Trust or a third party with respect to purchasing,holding, delivering, or receiving Solana as part of the creation or redemption process. Additionally, under both the Trust-Directed TradeModel and the Agent Execution Model, the Trust will create Shares by receiving Solana from a third party that is not the Authorized Participant,and the Sponsor, on behalf of the Trust—not the Authorized Participant—is responsible for selecting the third party to deliverthe Solana. Further, the third party will not be acting as an agent of the Authorized Participant with respect to the delivery of theSolana to the Trust or acting at the direction of the Authorized Participant with respect to the delivery of the Solana to the Trust.Additionally, the Trust will redeem Shares by delivering Solana to a third party that is not the Authorized Participant and the Sponsor,on behalf of the Trust—not the Authorized Participant—is responsible for selecting the third party to receive the Solana.Further, the third party will not be acting as an agent of the Authorized Participant with respect to the receipt of the Solana from theTrust or acting at the direction of the Authorized Participant with respect to the receipt of the Solana from the Trust.

Trust-Directed Trade Model

Under the Trust-Directed TradeModel, the Sponsor, on behalf of the Trust, is responsible for acquiring Solana from a Solana trading counterparty that has been approvedby the Sponsor (each, a Solana Trading Counterparty). The Sponsor has entered into contractual agreements with the Solana Trading Counterparties,and these agreements set forth the general parameters under which a transaction in Solana will be effectuated, should any transactionwith a Solana Trading Counterparty occur. These agreements do not require the Sponsor to utilize any particular Solana Trading Counterparty,and do not create any contractual obligations on the part of any Solana Trading Counterparty to participate in cash orders for creationsor redemptions. All transactions between the Sponsor, on behalf of the Trust, and a Solana Trading Counterparty will be done on an arm’s-lengthbasis.

While it is expected and intendedthat the Solana Trading Counterparties are unaffiliated third-parties it is possible that a Solana Trading Counterparty may on any givenday be or become considered an affiliate of the Trust if it acquires Shares in an amount that would cause it to become considered an affiliateof the Trust, as the Shares are publicly traded. Solana Trading Counterparties are not required to have a custody account with the SolanaCustodian. When seeking to purchase or sell Solana on behalf of the Trust, the Sponsor will typically seek to buy and sell Solana at aprice as close to the Pricing Benchmark as practical from any of the approved Solana Trading Counterparties. Upon notification that theTrust needs to purchase or sell Solana, the Sponsor will obtain indicative prices from multiple Solana Trading Counterparties at whichthey would be willing to execute the contemplated transaction. The Sponsor then determines the Solana Trading Counterparty with whichit wishes to transact and records the rationale for that determination. Once agreed upon, the transaction will generally occur on an “over-the-counter”basis. Transfers of Solana to and from the Trust Solana Account to the Solana Trading Counterparty are “on-chain” transactionsrepresented on the Solana Network. Transfer fees with respect to this on-chain transfer of Solana will be paid by the Solana Custodian.

The Sponsor maintains a processfor approving and monitoring Solana Trading Counterparties, which is overseen by the Bitwise Portfolio Oversight Committee, which is responsiblefor investment activities and related risk, as well as counterparty risk. All Solana Trading Counterparties must be approved by the BitwisePortfolio Oversight Committee before the Sponsor, on behalf of the Trust, will engage in transactions with the entity. The Bitwise PortfolioOversight Committee continuously reviews all approved Solana Trading Counterparties at its quarterly meetings and will reject the approvalof any previously approved Solana Trading Counterparty if new information arises regarding the entity that puts the appropriateness ofthat entity as an approved Solana trading counterparty in doubt. In considering which Solana Trading Counterparties to approve, the BitwisePortfolio Oversight Committee has instituted rigorous policies and procedures that include, but are not limited to, (i) a review of allsanctioned entities, including, but not limited to, the various categories of sanctioned persons and entities identified by the Officeof Foreign Assets Control; (ii) a review of all publicly available information regarding the entity, including a review of all informationthat has been filed pursuant to the requirements of U.S. or non-U.S. regulators, with a particular emphasis on the identity of the entity’sowners, disclosure events and reports of disciplinary action; and (iii) a review of the entity’s policies and procedures regardingvarious topics, including, but not limited to, anti-money laundering and “know-your-customer” requirements, trade surveillance,auditing and testing and cybersecurity capabilities.

As of _______________, _________________________________have been approved as Solana Trading Counterparties.

Agent Execution Model

In the event that every SolanaTrading Counterparty is either unable or unwilling to effectuate the Trust’s purchase or sale of Solana, the Sponsor, on behalfof the Trust, may execute the trade using the Agent Execution Model.

Under the Agent ExecutionModel, the Prime Execution Agent, an affiliate of the Solana Custodian, acting in an agency capacity, conducts Solana purchases and saleson behalf of the Trust with third parties through its [Prime service] pursuant to the Prime Execution Agreement. To avoid having to pre-fundpurchases or sales of Solana, the Trust may borrow Solana or cash as Trade Credit from the Trade Credit Lender on a short-term basis pursuantto the Trade Financing Agreement. As the Trust intends to conduct nearly all purchases and sales of Solana pursuant to the Trust-DirectedTrade Model, under normal conditions, it expects to keep very little or no Solana in the Trading Balance with the Prime Execution Agent.

In the case of a purchaseof Solana, the extension of Trade Credits allows the Trust to purchase Solana through the Prime Execution Agent on the date the Trustwishes to effectuate the transaction (for instance, on the evening of the day when an order to create Shares is received), with such Solanabeing deposited in the Trust’s Trading Balance. On the day following a trade when Trade Credits have been utilized, the Trust usescash (for instance, from the Authorized Participant who submitted the creation order) to repay the Trade Credits borrowed from the TradeCredit Lender. The Solana purchased by the Trust is then swept from the Trust’s Trading Balance with the Prime Execution Agent tothe Trust Solana Account with the Solana Custodian pursuant to a regular end-of-day sweep process. Transfers of Solana into the Trust’sTrading Balance are off-chain transactions and transfers from the Trust’s Trading Balance to the Trust Solana Account are “on-chain”transactions represented on the Solana Network. Any financing fee owed to the Trade Credit Lender is deemed part of trade execution costsand embedded in the trade price for each transaction.

In the case of a sale of Solana,the Trust enters into a transaction to sell Solana through the Prime Execution Agent for cash. The Trust’s Trading Balance withthe Prime Execution Agent may not be funded with Solana on the date the Trust wishes to effectuate the transaction (for instance, on theevening a day when an order to redeem Shares is received) because the Solana remains in the Trust Solana Account with the Solana Custodian.In those circumstances the Trust may borrow Trade Credits in the form of Solana from the Trade Credit Lender, which allows the Trust tosell Solana through the Prime Execution Agent at the desired time, and the cash proceeds are deposited in the Trust’s Trading Balancewith the Prime Execution Agent. On the business day following the trade, the Trust will use the Solana that is moved from the Trust SolanaAccount with the Solana Custodian to the Trading Balance with the Prime Execution Agent to repay the Trade Credits borrowed from the TradeCredit Lender. Transfers of Solana from the Trust Solana Account to the Trust’s Trading Balance are “on-chain” transactionsrepresented on the Solana Network. Any financing fee owed to the Trade Credit Lender is deemed part of trade execution costs and embeddedin the trade price for each transaction.

The CME CF Solana – Dollar ReferenceRate – New York Variant

The net assets of the Trustand its Shares are valued on a daily basis with reference to the CME CF Solana – Dollar Reference Rate – New York Variant,the Pricing Benchmark, a standardized reference rate published by CF Benchmarks Ltd., the Benchmark Provider, that is designed to reflectthe performance of Solana in U.S. dollars. The Pricing Benchmark was created to facilitate financial products based on Solana. It servesas a once-a-day benchmark rate of the U.S. dollar price of Solana (USD/SOL), calculated as of 4:00 p.m. ET. The Pricing Benchmark aggregatesthe trade flow of several major Solana trading venues, during an observation window between 3:00 p.m. and 4:00 p.m. ET into the U.S. dollarprice of one Solana at 4:00 p.m. ET. The Pricing Benchmark currently uses substantially the same methodology as the CME CF Solana ReferenceRate, the SRR, including utilizing the same constituent Solana exchanges, except that the Pricing Benchmark is calculated as of 4:00 p.m.ET, whereas the SRR is calculated as of 4:00 p.m. London time. The Pricing Benchmark, which was introduced on September 16, 2024, is basedon materially the same methodology (except calculation time) as the SRR, which was first introduced on April 25, 2022.

The Pricing Benchmark is designedbased on the IOSCO Principals for Financial Benchmarks. The Trust uses the Pricing Benchmark to calculate its NAV, which is the aggregateU.S. dollar value of Solana in the Trust, based on the Pricing Benchmark, less its liabilities and expenses. “NAV per Share”is calculated by dividing NAV by the number of Shares currently outstanding. NAV and NAV per Share are not measures calculated in accordancewith GAAP. NAV is not intended to be a substitute for the Trust’s Principal Market NAV calculated in accordance with GAAP, and NAVper Share is not intended to be a substitute for the Trust’s Principal Market NAV per Share calculated in accordance with GAAP.

The Sponsor, in its sole discretion,may cause the Trust to price its portfolio based upon an index, benchmark or standard other than the Pricing Benchmark at any time, withprior notice to the Shareholders, if investment conditions change or the Sponsor believes that another index, benchmark or standard betteraligns with the Trust’s investment objective and strategy. The Sponsor may make this decision for a number of reasons, including,but not limited to, a determination that the Pricing Benchmark price of Solana differs materially from the global market price of Solanaand/or that third parties are able to purchase and sell Solana on public or private markets not included among the Constituent Platforms,and such transactions may take place at prices materially higher or lower than the Pricing Benchmark price. The Sponsor, however, is underno obligation whatsoever to make such changes in any circumstance. In the event that the Sponsor intends to establish the Trust’sNAV by reference to an index, benchmark or standard other than the Pricing Benchmark, it will provide Shareholders with notice in a prospectussupplement and/or through a current report on Form 8-K or in the Trust’s annual or quarterly reports.

Pricing Benchmark Methodology

The Pricing Benchmark is calculatedbased on the “Relevant Transactions” (as defined below) of all of its constituent Solana trading venues (the “ConstituentPlatforms”) as follows:

As of November 1, 2024, theConstituent Platforms included in the Pricing Benchmark are Bitstamp, Coinbase, Gemini, itBit, Kraken, and LMAX Digital.

An oversight function is implementedby the Benchmark Provider in seeking to ensure that the Pricing Benchmark is administered through the Benchmark Provider’s codifiedpolicies for index integrity. The Pricing Benchmark is administered through the Benchmark Provider’s codified policies for indexintegrity, including a conflicts-of-interest policy, a control framework, an accountability framework, and an input data policy. It isalso subject to the U.K. BMR regulations, compliance with which regulations has been subject to a Limited Assurance Audit under the ISAE3000 standard as of September 12, 2022, which is publicly available.

The Pricing Benchmark is subjectto oversight by the CME CF Oversight Committee. The CME CF Oversight Committee shall be comprised of at least five members, includingat least: (i) two who are representatives of CME; (ii) one who is a representative of CF Benchmarks Ltd.; and (iii) two who bring expertiseand industry knowledge relating to benchmark determination, issuance and operations. The CME CF Oversight Committee meets no less frequentlythan quarterly. The CME CF Oversight Committee’s Founding Charter and quarterly meeting minutes are publicly available.

In the event that there areerrors or irregularities in the calculation and publication of the Pricing Benchmark, including delayed, missing data or erroneous data,the Benchmark Provider will apply the “Contingency Calculation Rules” as they relate to the Pricing Benchmark that are setforth on the Benchmark Provider’s website. Such rules dictate how the Benchmark Provider will calculate the Pricing Benchmark, dependingupon the type of error or irregularity. For instance, in the event that no Relevant Transaction occurs on a Constituent Platform on agiven day, or one or more Relevant Transactions do occur on the Constituent Platform but cannot be retrieved by the Benchmark Provider,the Constituent Platform is disregarded in the calculation of the Pricing Benchmark for that day. In addition, all Relevant Transactionsare subject to automated screening for erroneous data. Relevant Transactions that have been flagged as erroneous pursuant to the automatedscreening and the Contingency Calculation Rules are disregarded in the calculation of the Pricing Benchmark for a given day. If, for whateverreason, the Benchmark Provider is unable to calculate and publish the Pricing Benchmark by the stipulated dissemination time, it shallpublish a notification on its website informing Pricing Benchmark users, including the Trust, the calculation and publication have beendelayed.

Since the creation of thePricing Benchmark, there have been several changes to Constituent Platforms comprising the Pricing Benchmark, most recently in May 2022.Once it has actual knowledge of changes to the Constituent Platforms used to calculate the Pricing Benchmark, or other material changesto the Pricing Benchmark calculation methodology, the Trust will notify Shareholders in a prospectus supplement and a current report onForm 8-K or in its annual or quarterly reports.

A trading venue is eligibleas a “Constituent Platform” in any of the CME CF Cryptocurrency Pricing Products if it offers a market that facilitates thespot trading of the relevant cryptocurrency base asset against the corresponding quote asset, including markets where the quote assetis made fungible with Accepted Assets (the “Relevant Pair”) and makes trade data and order data available through an AutomaticProgramming Interface (“API”) with sufficient reliability, detail and timeliness. The CME CF Oversight Committee considersa trading venue to offer sufficiently reliable, detailed and timely trade data and order data through an API when: (i) the API for the“Constituent Platform” does not fall or become unavailable to a degree that impacts the integrity of the Pricing Benchmarkgiven the frequency of calculation; (ii) the data published is at the resolution required so that the benchmark can be calculated, withthe frequency and dissemination precision required; and (iii) the data is broadcast and available for retrieval at the required frequency(and not negatively impacted by latency) to allow the methodologies to be applied as intended.

Furthermore, it must, in theopinion of the CME CF Oversight Committee, fulfill the following criteria:

Additionally, a trading venuemay be nominated for inclusion in the list of Constituent Platforms by any member of the public, any exchange or the Oversight Committee.

Pricing Benchmark data andthe description of the Pricing Benchmark are based on information made publicly available by the Benchmark Provider on its website athttps://www.cfbenchmarks.com. None of the information on the Benchmark Provider’s website is incorporated by reference into thisProspectus.

The six Constituent Platformsthat contribute transaction data to the Pricing Benchmark with the aggregate volumes traded on their respective SOL-USD markets over thepreceding four calendar quarters are listed in the table below:

The six Constituent Platformsthat contribute transaction data to the Pricing Benchmark with the aggregate volumes traded on their respective SOL-USD markets over thepreceding four calendar quarters are listed in the table below:

CF BENCHMARKS LTD. DATAIS USED UNDER LICENSE AS A SOURCE OF INFORMATION FOR THE TRUST’S PRODUCTS. CF BENCHMARKS LTD., ITS AGENTS AND LICENSORS HAVE NOOTHER CONNECTION TO THE TRUST’S PRODUCTS AND SERVICES AND DOES NOT SPONSOR, ENDORSE, RECOMMEND OR PROMOTE ANY OF THE TRUST’SPRODUCTS OR SERVICES. CF BENCHMARKS LTD., ITS AGENTS AND LICENSORS HAVE NO OBLIGATION OR LIABILITY IN CONNECTION WITH THE TRUST’SPRODUCTS AND SERVICES. CF BENCHMARKS LTD., ITS AGENTS AND LICENSORS DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF ANY INDEXLICENSED TO THE TRUST AND SHALL NOT HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN.

Trust Structure

The Trust is a statutory trustformed under the Delaware Statutory Trust Act, and the Trust Agreement constitutes the “governing instrument” of the Trustunder the laws of the State of Delaware relating to statutory trusts. The Trust holds Solana and is expected from time to time to issueBaskets in exchange for deposits of cash and to distribute cash in connection with redemptions of Baskets. The Trust’s investmentobjective is to seek to provide exposure to the value of Solana held by the Trust, less the expenses of the Trust’s operations andother liabilities. In seeking to achieve its investment objective, the Trust will hold Solana and establish its NAV by reference to thePricing Benchmark.

The Sponsor believes the Trust’sis a straight-forward solution to seek its investment objective. Besides cash received in connection with purchase orders of Baskets,the Trust’s sole asset is expected to be Solana held with the Solana Custodian. The Sponsor believes that the Pricing Benchmarkis a representative value for the SOL-USD price of Solana, based on the methodology administered by the Benchmark Provider.

The Trust processes and paysits only ordinary expense (the Sponsor Fee) in Solana. The Trust will only sell Solana (1) in connection with the redemption of Basketsfor cash, (2) on an as-needed basis to pay Trust expenses not assumed by the Sponsor, (3) in the event the Trust terminates and liquidatesits assets, or (4) as otherwise required by law or regulation. This restriction provides protection against potential attempts by badactors to manipulate the operation of the Trust based on how the Trust calculates its NAV.

Investors may obtain on a24-hour basis Solana pricing information based on the spot price for one Solana from various financial information service providers.Current spot prices are also generally available with bid/ask spreads from digital asset trading platforms, including the ConstituentPlatforms. Market prices for the Shares are available from a variety of sources including brokerage firms, information websites and otherinformation service providers. The NAV of the Trust is published by the Sponsor at the Trust’s website (_______.com) on each daythat the Exchange is open for regular trading and is posted on the Trust’s website.

Calculation ofNAV

Under normal circumstances,the Trust’s only asset will be Solana and, under limited circumstances, cash. The Trust’s Solana is carried, for financialstatement purposes, at fair value, as required by the U.S. generally accepted accounting principles (“GAAP”). The Trust’sNAV will be determined by the Administrator once each Exchange trading day at 4:00 p.m. Eastern time (“ET”), or as soon thereafteras practicable. The NAV for a normal trading day will be released after 4:00 p.m. ET. Trading during the core trading session on the Exchangetypically closes at 4:00 p.m. ET. However, NAVs are not officially struck until later in the day (often by 5:30 p.m. and almost alwaysby 8:00 p.m.). The pause between 4:00 p.m. and 5:30 p.m. (or later) provides an opportunity for the Sponsor to algorithmically detect,flag, investigate, and correct unusual pricing should it occur.

The Administrator will calculatethe NAV of the Trust by multiplying the number of Solana held by the Trust by the Pricing Benchmark for such day, adding any additionalreceivables and subtracting the accrued but unpaid expenses and liabilities of the Trust. The Trust’s NAV per Share is calculatedby dividing the Trust’s NAV by the number of Shares then outstanding. The Administrator will determine the price of the Trust’sSolana by reference to the Pricing Benchmark, which is published between 4:00 p.m. and 4:30 p.m. ET on every calendar day. The methodologyused to calculate the Pricing Benchmark price to value Solana in determining the NAV of the Trust may not be deemed consistent with GAAP.To the extent the methodology used to calculate the Pricing Benchmark is deemed inconsistent with GAAP, the Trust will utilize an alternativeGAAP-consistent pricing source for purposes of the Trust’s periodic financial statements.

The Sponsor has the exclusiveauthority to determine the NAV of the Trust. The Sponsor has delegated to the Administrator the responsibility to calculate the NAV ofthe Trust and the NAV, based on a pricing source selected by the Sponsor (the Pricing Benchmark). The Administrator will determine theNAV of the Trust each business day. In determining the NAV of the Trust, the Administrator values the Solana held by the Trust based onthe Pricing Benchmark, unless otherwise determined by the Sponsor in its sole discretion. If the Pricing Benchmark is not available orthe Sponsor in its sole discretion determines that the Pricing Benchmark should not be used, the Trust’s holdings may be fair valuedin accordance with the policy approved by the Sponsor. The Sponsor does not anticipate that the need to “fair value” Solanawill be a common occurrence.

The ITV will be calculatedby using the prior day’s closing NAV per Share of the Trust as a base and updating that value throughout the trading day to reflectchanges in the most recently reported price level of the CME Solana Real Time Price. The ITV disseminated during the Exchange core tradingsession hours should not be viewed as an actual real-time update of the NAV, because NAV per Share is calculated only once at the endof each trading day based upon the relevant end-of-day values of the Trust’s investments. The ITV will be disseminated on a per-Sharebasis every 15 seconds during regular Exchange core trading session hours of 9:30 a.m. ET to 4:00 p.m. ET. The Exchange will disseminatethe ITV value through the facilities of CTA/CQ High Speed Lines that allow for high-speed data transmission. In addition, the ITV willbe published on the Exchange’s website and will be available through online information services such as Bloomberg and Reuters.The ITV (which is based upon the CME Solana Real Time Price) may differ from the NAV (which is based upon the Pricing Benchmark) due todifferences in how the CME Solana Real Time Price and Pricing Benchmark are calculated. While the Pricing Benchmark is calculated as describedin the section above entitled “THE TRUST AND SOLANA PRICES—–The CME CF Solana – Dollar Reference Rate –New York Variant,” the CME Solana Real Time Price is calculated once per second, in real time by utilizing the order books of Solana—U.S.dollar trading pairs operated by all Constituent Platforms. An “order book” is a list of buy and sell orders with associatedlimit prices and sizes that have not yet been matched, that is reported and disseminated by CF Benchmarks Ltd., as the CME Solana RealTime Price calculation agent. The order books are aggregated into one consolidated order book by the CME Solana Real Time Price calculationagent and the bid-price volume curve, ask-price volume curve, mid-price volume curve and mid-spread volume curve are calculated. The mid-pricevolume curve is the average of the bid-price volume curve (which maps transaction volume to the marginal price per cryptocurrency unita seller is required to accept in order to sell this volume to the consolidated order book) and the ask-price volume curve (which mapsa transaction volume to the marginal price per cryptocurrency unit a buyer is required to pay in order to purchase this volume from theconsolidated order book). The mid-price volume curve is weighted by the normalized probability density of the exponential distributionup to the utilized depth (utilized depth being calculated as the maximum cumulative volume for which the mid-spread volume curve doesnot exceed a certain percentage deviation from the mid price). The CME Solana Real Time Price is then given by the sum of the weightedmid-price volume curve obtained in the previous step.

Dissemination of the ITV providesadditional information that is not otherwise available to the public and may be useful to investors and market professionals in connectionwith the trading of the Shares on the Exchange. Investors and market professionals will be able throughout the trading day to comparethe market price of the Trust and the ITV. If the market price of the Shares diverges significantly from the ITV, market professionalswill have an incentive to execute arbitrage trades. For example, if the Trust appears to be trading at a discount compared to the ITV,a market professional could buy the Shares on the Exchange and sell short futures contracts. Such arbitrage trades can tighten the trackingbetween the market price of the Trust and the ITV and thus can be beneficial to all market participants.

The Sponsor reserves the rightto adjust the Share price of the Trust in the future to maintain convenient trading ranges for investors. Any adjustments would be accomplishedthrough stock splits or reverse stock splits. Such splits would decrease (in the case of a split) or increase (in the case of a reversesplit) the proportionate NAV per Share, but would have no effect on the net assets of the Trust or the proportionate voting rights ofShareholders or the value of any Shareholder’s investment.

The Trust’s periodicfinancial statements may not utilize the NAV of the Trust determined by reference to the Pricing Benchmark to the extent the methodologyused to calculate the Pricing Benchmark is deemed not to be consistent with GAAP. The Trust’s periodic financial statements willbe prepared in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 820,“Fair Value Measurements and Disclosures” (“ASC Topic 820") and utilize an exchange-traded price from the Trust’sprincipal market for Solana on the Trust’s financial statement measurement date. The Sponsor will determine in its sole discretionthe valuation sources and policies used to prepare the Trust’s financial statements in accordance with GAAP. The Trust intends toengage a third-party vendor to obtain a price from a principal market for Solana, which will be determined and designated by such third-partyvendor daily based on its consideration of several exchange characteristics, including oversight, and the volume and frequency of trades.Under GAAP, such a price is expected to be deemed a Level 1 input in accordance with the ASC Topic 820 because it is expected to be aquoted price in active markets for identical assets or liabilities.

To determine which marketis the Trust’s principal market (or in the absence of a principal market, the most advantageous market) for purposes of calculatingthe Trust’s financial statements, the Trust follows ASC 820-10, which outlines the application of fair value accounting. ASC 820-10determines fair value to be the price that would be received for Solana in a current sale, which assumes an orderly transaction betweenmarket participants on the measurement date. ASC 820-10 requires the Trust to assume that Solana is sold in its principal market to marketparticipants or, in the absence of a principal market, the most advantageous market. Market participants are defined as buyers and sellersin the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. The Trust may transactthrough Solana Trading Counterparties, in multiple markets, and its application of ASC 820-10 reflects this fact. The Trust anticipatesthat, while multiple venues and types of markets will be available to the Solana Trading Counterparties from whom the Sponsor acquiresor disposes of the Trust’s Solana, the principal market in each scenario is determined by looking at the market-based level of volumeand Solana trading activity. Solana Trading Counterparties may transact in a Brokered Market, a Dealer Market, Principal-to-PrincipalMarkets and Exchange Markets, each as defined in the FASB ASC Master Glossary. Based on information reasonably available to the Trust,Exchange Markets have the greatest volume and level of activity for the asset. The Trust therefore looks to accessible Exchange Marketsas opposed to the Brokered Market, Dealer Market and Principal-to-Principal Markets to determine its principal market. As a result ofthe aforementioned analysis, an Exchange Market has been selected as the Trust’s principal market. The Trust determines its principalmarket (or in the absence of a principal market the most advantageous market) on a quarterly basis to determine which market is its PrincipalMarket for the purpose of calculating fair value for the creation of quarterly and annual financial statements.

The process that the Sponsorhas developed for identifying a principal market, as prescribed in ASC 820-10, which outlines the application of fair value accounting.The process begins by identifying publicly available, well established and reputable Solana trading venues (Exchange Markets, as definedin the FASB ASC Master Glossary), which are selected by the Sponsor and its affiliates in their sole discretion. Those markets includeBinance, Bitfinex, Bitflyer, Bitstamp, Coinbase Pro, Crypto.com, Gemini, HitBTC, Huobi, Kraken, KuCoin, OKEx, Poloniex. The Sponsor then,through a service provider, calculates on each valuation period, the highest volume venue during the 60-minute period prior to 4:00 ETfor Solana. The Sponsor then identifies that market as the principal market for Solana during that period, and uses the price for Solanafrom that venue at 4:00 ET as the principal market price.

Additional InformationAbout The trust

The Trust

The Trust is a Delaware statutorytrust, formed pursuant to the Delaware Statutory Trust Act. The Trust continuously issues common shares representing units of undividedbeneficial ownership of the Trust that may be purchased and sold on the Exchange. The Trust operates pursuant to the First Amended andRestated Trust Agreement dated as of _____________. Delaware Trust Company, a Delaware trust company, is the Delaware trustee of the Trust.The Trust is managed and controlled by the Sponsor. The Sponsor is a limited liability company formed in the State of Delaware on June4, 2018.

The Trust is passively managedand does not pursue active management investment strategies. Additionally, the Sponsor does not actively manage the Solana held by theTrust. This means that the Sponsor does not sell Solana at times when its price is high or acquire Solana at low prices in the expectationof future price increases. It also means that the Sponsor does not make use of any of the hedging techniques available to professionalSolana investors to attempt to reduce the risks of losses resulting from price decreases. The Solana held by the Trust will only be deliveredto pay its only ordinary expense (the Sponsor Fee) in Solana. The Trust will only sell Solana (1) in connection with the redemption ofBaskets for cash, (2) on an as-needed basis to pay Trust expenses not assumed by the Sponsor, (3) in the event the Trust terminatesand liquidates its assets, or (4) as otherwise required by law or regulation. The delivery or sale of Solana to pay fees and expensesby the Trust is a taxable event to Shareholders. See “United States Federal Income Tax Consequences.”

The Trust is not registeredas an investment company under the Investment Company Act and the Sponsor believes the Trust is not required to register under such act.The Trust does not hold or trade in commodity futures contracts, “commodity interests” or any other instruments regulatedby the Commodity Exchange Act, as administered by the CFTC or National Futures Association. The Sponsor believes that the Trust is nota commodity pool for purposes of the Commodity Exchange Act, and that neither the Sponsor nor the Trustee is subject to regulation asa commodity pool operator or a commodity trading adviser in connection with the operation of the Trust.

The number of outstandingShares is expected to increase and decrease from time to time as a result of the purchase and redemption of Baskets.

The Trust has no fixed terminationdate.

The Trust’s Fees and Expenses

The Trust will pay the unitarySponsor Fee of 0.___% per annum of the Trust’s Solana holdings.

The Sponsor Fee is paid bythe Trust to the Sponsor as compensation for services performed under the Trust Agreement and Sponsor Agreement. Except during periodsin which all or a portion of the Sponsor Fee is being waived, the Sponsor Fee will accrue daily and will be payable in Solana monthlyin arrears. The Administrator will calculate the Sponsor Fee on a daily basis by applying a 0.___% annualized rate to the Trust’stotal Solana holdings, and the amount of Solana payable in respect of each daily accrual shall be determined by reference to the PricingBenchmark. The NAV of the Trust is reduced each day by the amount of the Sponsor Fee calculated each day. On or about the last day ofeach month, an amount of Solana will be transferred from the Trust Solana Account to the Sponsor Solana Account equal to the sum of alldaily Sponsor Fees accrued for the month in U.S. dollars divided by the Pricing Benchmark on the last day of the month. The Trust is notresponsible for paying any fees or costs associated with the transfer of Solana to the Sponsor. In exchange for the Sponsor Fee, the Sponsorhas agreed to assume and pay the normal operating expenses of the Trust, which include the Trustee’s monthly fee and out-of-pocketexpenses, the fees of the Trust’s regular service providers (Cash Custodian, Solana Custodian, Prime Execution Agent, MarketingAgent, Transfer Agent and Administrator), exchange listing fees, tax reporting fees, SEC registration fees, printing and mailing costs,audit fees and up to $500,000 per annum in ordinary legal fees and expenses. The Sponsor may determine in its sole discretion to assumelegal fees and expenses of the Trust in excess of $500,000 per annum. The Sponsor will also pay the costs of the Trust’s organization.

The Trust may incur certainextraordinary, non-recurring expenses that are not assumed by the Sponsor, including, but not limited to, taxes and governmental charges,any applicable brokerage commissions, financing fees, Solana Network fees and similar transaction fees, expenses and costs of any extraordinaryservices performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the Shareholders (including,for example, in connection with any fork of the Solana Network, any Incidental Rights (as defined below) and any IR Asset (as definedbelow)), any indemnification of the Cash Custodian, Solana Custodian, Prime Execution Agent, Transfer Agent, Administrator or other agents,service providers or counterparties of the Trust, and extraordinary legal fees and expenses, including any legal fees and expenses incurredin connection with litigation, regulatory enforcement or investigation matters.

The Sponsor, from time totime, may temporarily waive all or a portion of the Sponsor Fee in its sole discretion. To the extent not already disclosed in the Prospectus,the Sponsor may notify Shareholders of its intent to commence, or cease, waiving the Sponsor Fee on the Trust’s website, in a prospectussupplement, through a current report on Form 8-K and/or in the Trust’s annual or quarterly reports.

The Administrator and/or theSponsor will direct the Solana Custodian to transfer Solana from the Trust Solana Account to the Sponsor Solana Account to pay the SponsorFee and any other Trust expenses not assumed by the Sponsor. To pay for expenses not assumed by the Sponsor that are denominated in U.S.dollars, the Sponsor, on behalf of the Trust, may sell the Trust’s Solana as necessary to pay such expenses. The Sponsor, on behalfof the Trust, will typically seek to buy and sell Solana at a price as close to the Pricing Benchmark as practical. Such sales will beundertaken pursuant to the Trust-Directed Trade Model unless no Solana Trading Counterparty is willing or able to effectuate the trade.Transfers of Solana from the Trust Solana Account to the Sponsor Solana Account, and from the Sponsor Solana Account to the Solana TradingCounterparty are “on-chain” transactions represented on the Solana Network. Transfer fees with respect to this on-chain transferof Solana will be paid by the Solana Custodian. The cash proceeds of the sale will be sent to the Sponsor, which will use such proceedsto pay the expenses. Any remaining cash will be distributed back to the Cash Custodian. To the extent that the Trust must utilize theAgent Execution Model to undertake Solana sales to pay for expenses not assumed by the Sponsor, the Prime Execution Agent, acting in anagency capacity, would conduct the sale on behalf of the Trust with third parties through its [Prime service] pursuant to the Prime ExecutionAgreement. Transfers of Solana from the Trust Solana Account to the Trust’s Trading Balance in connection with such sales are “on-chain”transactions represented on the Solana Network. Each delivery or sale of Solana by the Trust to pay the Sponsor Fee or other Trust expenseswill be a taxable event to Shareholders. See “United States Federal Income Tax Consequences.”

The Trust does not engagein any activity designed to derive a profit from changes in the price of Solana. Solana not needed to redeem Baskets, or to cover theSponsor Fee and Trust expenses not assumed by the Sponsor, is held by the Solana Custodian or Prime Execution Agent. As a result of therecurring deliveries of Solana necessary to pay the Sponsor Fee and potential sales of Solana to pay in cash the Trust expenses not assumedby the Sponsor, the NAV of the Trust and, correspondingly, the amount of Solana represented by each Share will decrease proportionatelyover the life of the Trust. New deposits of Solana, purchased with the cash received in connection with purchases of Baskets, will notreverse this trend.

Distributions

Pursuant to the terms of theTrust Agreement, the Trust may make distributions on the Shares in cash or potentially in kind.

If the Trust is required toterminate and liquidate, or the Sponsor determines in accordance with the terms of the Trust Agreement that it is appropriate to terminateand liquidate the Trust, the Sponsor will sell the Trust’s Solana and will distribute to the Shareholders any amounts of the cashproceeds of the liquidation remaining after the satisfaction of all outstanding liabilities of the Trust and the establishment of reservesfor applicable taxes, other governmental charges and contingent or future liabilities as the Sponsor will determine. Under no circumstanceswill the Trust distribute Solana to Shareholders.

See “ADDITIONAL INFORMATIONABOUT THE TRUST—Termination of the Trust.” Shareholders of record on the record date fixed by the Transfer Agent for a distributionwill be entitled to receive their pro rata portions of any distribution.

Incidental Rights and IR Assets

From time to time, the Trustmay come into possession of rights incident to its ownership of Solana, which permit the Trust to acquire, or otherwise establish dominionand control over, other digital assets. These rights are generally expected to be Forked Assets that arise in connection with hard forksin the Solana Network, airdrops offered to holders of Solana and digital assets arising from other similar events without any action ofthe Trust or of the Sponsor or Trustee on behalf of the Trust. These rights are referred to as “Incidental Rights” and anydigital assets acquired through Incidental Rights are referred to as “IR Assets.” Pursuant to the Trust Agreement, the Trusthas explicitly disclaimed all Incidental Rights and IR Assets. Such assets are not considered assets of the Trust at any point in timeand will not be taken into account for purposes of determining the Trust’s NAV and the NAV per Share.

Pursuant to the Trust Agreement,to the extent that the Trust involuntarily receives such assets in a Trust wallet, it will, as soon as practicable, and, if possible,immediately, distribute such assets to the Sponsor. At such time, the Incidental Right(s) and/or IR Asset(s) will be the property of theSponsor. Once acquired, the Sponsor, subject to a reasonable, good faith determination, may take any lawful action necessary or desirablein connection with its acquisition of such assets. In the event that the Sponsor decides to sell the Incidental Right(s) and/or IR Asset(s),it will seek to do so for cash. This may be a sale of the Incidental Right(s) and/or IR Asset(s) directly in exchange for cash, or inexchange for another digital asset which may subsequently be exchanged for cash. The Sponsor would then contribute that cash back to theTrust, which in turn would distribute the cash to the Depository Trust Company (“DTC”) to be distributed to Shareholders inproportion to the number of Shares owned.

Although the Sponsor intends,if possible, to arrange for the sale of any Incidental Right(s) and/or IR Asset(s) it receives from the Trust and subsequently contributesuch cash proceeds back to the Trust, it is under no obligation to do so. There are likely to be operational, tax, securities law, regulatory,legal and practical issues that significantly limit, or prevent entirely, the Sponsor’s ability to realize a benefit from any suchIncidental Right(s) and/or IR Asset(s). The Sponsor may choose to evaluate any such fork, airdrop or similar occurrence on a case-by-casebasis in consultation with its legal advisers, tax consultants and custodian. In determining whether to attempt to acquire and/or retainany Incidental Right(s) and/or IR Asset(s), the Sponsor expects to take into consideration whatever factors it deems relevant in its discretion,including, without limitation:

The Sponsor is under no obligationto realize any economic benefit from any Incidental Right(s) and/or IR Asset(s) it receives from the Trust. The Sponsor may instead determine,in its sole discretion, to abandon such Incidental Rights or IR Assets permanently and irrevocably for no consideration. Before the Trustclaims any Incidental Right(s) and/or IR Asset(s) resulting from a fork or airdrop in the Solana Network (other than Solana), the Trustwould need to seek and obtain certain regulatory approvals, including an amendment to the Trust’s registration statement of whichthis Prospectus is a part and approval of an application by the Exchange to amend its listing rules.

Termination of the Trust

The Sponsor will notify Shareholdersat least 30 days before the date for termination of the Trust Agreement and the Trust if any of the following occurs:

In addition, the Trust maybe dissolved at any time for any reason by the Sponsor in its sole discretion. In respect of termination events that rely on Sponsor determinationsto terminate the Trust (e.g., if the SEC determines that the Trust is an investment company under the Investment Company Act; the CFTCdetermines that the Trust is a commodity pool under the Commodity Exchange Act; the Trust is determined to be a money transmitter underthe regulations promulgated by FinCEN; the Trust fails to qualify for treatment, or ceases to be treated, as a grantor trust for U.S.federal income tax purposes; or, following resignation by a trustee or custodian, the Sponsor determines that no replacement is acceptableto it), the Sponsor may consider, without limitation, the profitability to the Sponsor and other service providers of the operation ofthe Trust, any obstacles or costs relating to the operation or regulatory compliance of the Trust relating to the determination’striggering event, and the ability to market the Trust to investors. To the extent that the Sponsor determines to continue operation ofthe Trust following a determination’s triggering event, the Trust will be required to alter its operations to comply with the triggeringevent. In the instance of a determination that the Trust is an investment company, the Trust and Sponsor would have to comply with theregulations and disclosure and reporting requirements applicable to investment companies and investment advisers. In the instance of adetermination that the Trust is a commodity pool, the Trust and the Sponsor would have to comply with regulations and disclosure and reportingrequirements applicable to commodity pools and commodity pool operators or commodity trading advisers. In the event that the Trust isdetermined to be a money transmitter, the Trust and the Sponsor will have to comply with applicable federal and state registration andregulatory requirements for money transmitters and/or money service businesses. In the event that the Trust ceases to qualify for treatmentas a grantor trust for U.S. federal tax purposes, the Trust will be required to alter its disclosure and tax reporting procedures andmay no longer be able to operate or to rely on pass-through tax treatment. In each such case and in the case of the Sponsor’s determinationas to whether a potential successor trustee or custodian is acceptable to it, the Sponsor will not be liable to anyone for its determinationof whether to continue or to terminate the Trust.

Upon the dissolution of theTrust, the Sponsor (or in the event there is no Sponsor, such person (the “Liquidating Trustee”) as the majority of the Shareholdersmay propose and approve and who agrees to serve hereunder) shall take full charge of the Trust Property. Any Liquidating Trustee so appointedshall have and may exercise, without further authorization or approval of any of the parties hereto, all of the powers conferred uponthe Sponsor under the terms of this Trust Agreement, subject to all of the applicable limitations, contractual and otherwise, upon theexercise of such powers, and provided that the Liquidating Trustee shall not have general liability for the acts, omissions, obligationsand expenses of the Trust. Thereafter, in accordance with Section 3808(e) of the DSTA, the affairs of the Trust shall be wound up andall Solana owned by the Trust shall be liquidated as promptly as is consistent with obtaining the fair value thereof and in such a mannerso as to effectuate orderly sales and a minimal market impact. The Liquidating Trustee may thereafter hold the net proceeds of any suchsale, together with any other cash then held by it under this Trust Agreement, uninvested and without liability for interest, for thepro rata benefit of Shareholders that had not theretofore been redeemed. The Liquidating Trustee shall not be liable for or responsiblein any way for depreciation or loss incurred by reason of any sale or sales made in accordance with the provisions of this Section 8.01.The Liquidating Trustee may suspend its sales of Solana upon the occurrence of unusual or unforeseen circumstances, including, but notlimited to, a suspension in trading of Solana or similar market event. Upon receipt of proceeds from the sale of the last Solana heldhereunder, all proceeds shall be applied and distributed in the following order of priority:

Following the dissolutionand windup of the Trust, including distribution of the assets of the Trust, the Trust shall terminate and the Sponsor or the LiquidatingTrustee, as the case may be, shall instruct the Trustee to execute and cause such certificate of cancellation of the Certificate of Trustto be filed in accordance with the DSTA at the expense of the Sponsor or the Liquidating Trustee, as the case may be. Notwithstandinganything to the contrary contained in this Trust Agreement, the existence of the Trust as a separate legal entity shall continue untilthe filing of such certificate of cancellation. Upon the termination of the Trust, the Sponsor will be discharged from all obligationsunder the Trust Agreement except for certain of its obligations that survive termination of the Trust Agreement.

Amendments

The Trust Agreement can beamended by the Sponsor in its sole discretion and without the Shareholders’ consent by making an amendment, a Trust Agreement supplementalthereto, or an amended and restated trust agreement. Any such restatement, amendment and/or supplement to the Trust Agreement will beeffective on such date as designated by the Sponsor in its sole discretion. However, any amendment to the Trust Agreement that affectsthe duties, liabilities, rights or protections of the Trustee will require the Trustee’s prior written consent, which it may grantor withhold in its sole discretion. Every Shareholder, at the time any amendment so becomes effective, will be deemed, by continuing tohold any Shares or an interest therein, to consent and agree to such amendment and to be bound by the Trust Agreement as amended thereby.In no event will any amendment impair the right of Authorized Participants to surrender Baskets and receive therefor the Solana Basketsrepresented thereby (less fees in connection with the surrender of Shares and any applicable taxes or other governmental charges), exceptin order to comply with mandatory provisions of applicable law.

The Trust’sService Providers

The Sponsor

Bitwise Investment Advisers,LLC, as Sponsor, arranged for the creation of the Trust and is responsible for the ongoing registration of the Shares for their publicoffering in the United States and the listing of Shares on the Exchange. The Sponsor will not exercise day-to-day oversight over the Trustee,the Custodian, the Administrator, the Transfer Agent or CF Benchmarks Ltd. The Sponsor will develop a marketing plan for the Trust, willprepare marketing materials regarding the Shares, and will exercise the marketing plan of the Trust on an ongoing basis.

The principal office of theSponsor is 250 Montgomery Street, Suite 200, San Francisco, CA 94104.

Officers of the Sponsor

The following is a biographicalsummary of the business experience of each of the officers, directors and other key employees of the Sponsor:

Hunter Horsley is theChief Executive Officer of Bitwise Asset Management, Inc., the parent of the Sponsor, and has served in such role since October 2016.He serves as President and Treasurer of the Sponsor. Prior to Bitwise, Mr. Horsley was a product manager at Facebook and Instagram leadingefforts in monetization from 2015 to 2016. He graduated from the Wharton School at the University of Pennsylvania with a Bachelor of Sciencein Economics in 2015. Mr. Horsley took two years off from school from 2011 to 2013 to be on the founding team of a technology companycalled Lore (formerly known as CourseKit) to assist in the development of an online learning tool incorporating social networking features.Lore raised over $6 million in equity, grew to 20 employees and was sold to Noodle Education, Inc., in 2013.

Paul “Teddy”Fusaro is the President of Bitwise Asset Management, Inc., and has served in such capacity since January 2021. Prior to joining Bitwisein April 2018, Mr. Fusaro was Senior Vice President and Head of Portfolio Management and Capital Markets at IndexIQ, the exchange-tradedfund unit of New York Life Investment Management, a firm with over $550 billion in AUM. In this capacity he oversaw portfolio management,trading, and operations for a suite of alternative strategy exchange-traded funds, mutual funds, and separately managed accounts. Priorto that, from 2009 to 2013, Mr. Fusaro was Vice President of Portfolio Management and co-head of Trading and Operations at Direxion Investments,a $13 billion alternative exchange-traded fund manager. Earlier in his career, Mr. Fusaro spent time in both equity derivatives andcredit derivatives at Goldman Sachs & Co. Mr. Fusaro is a graduate of Providence College.

Katherine Dowling isthe General Counsel and Chief Compliance Officer of Bitwise Asset Management and has served in such capacity since March 2021. She servesas the General Counsel, CCO and Vice President of the Sponsor. Prior to Bitwise, Ms. Dowling was the General Counsel and Chief ComplianceOfficer for True Capital Management from 2019 to 2021. Before that, Ms. Dowling was a General Partner, as well as Chief Operating Officerand Chief Compliance Officer of Luminate Capital Partners, from 2015 to 2018. Prior to 2015, Ms. Dowling spent over ten years as an AssistantU.S. Attorney, most recently in the Economic Crimes Unit of the U.S. Attorney’s Office for the Northern District of California.Ms. Dowling is an Echols Scholar graduate of the University of Virginia and a graduate of Harvard Law School.

The following is a biographicalsummary of the business experience of certain key officers of Bitwise Asset Management, the parent of the Sponsor:

Matthew “Matt”Hougan is the Chief Investment Officer of Bitwise Asset Management and has served in such capacity since October 2020 after joiningBitwise in February 2018. Prior to Bitwise, Mr. Hougan was the Chief Executive Officer of Inside ETFs and Managing Director of GlobalFinance at Informa PLC, an FTSE 100 company. Before that, he was Chief Executive Officer of ETF.com, a venture-backed start-up that wassold in three separate transactions, with the data business sold to FactSet in 2015, the Events business sold to Informa in 2015, andthe Media business sold to BATS Global Markets in early 2016. Mr. Hougan was also the editor for nine years of the Journal of Indexes.Mr. Hougan is a three-time member of Barron’s ETF Roundtable and co-author of the CFA (Chartered Financial Analyst) Institute’smonograph on exchange-traded funds. Mr. Hougan is a graduate of Bowdoin College.

Hong Kim is the ChiefTechnology Officer of Bitwise Asset Management and has served in such capacity since Bitwise’s inception. Prior to Bitwise, Mr.Kim worked in cybersecurity for the South Korean Military. He later worked on Google’s backend infrastructure for Drive. Mr. Kimattended the University of Pennsylvania where he graduated with a Bachelor of Science in Computer Science.

The Trustee

Delaware Trust Company, aDelaware trust company, acts as the trustee of the Trust for the purpose of creating a Delaware statutory trust in accordance with theDelaware Statutory Trust Act (the “DSTA”). The Trustee is appointed to serve as the trustee of the Trust in the State of Delawarefor the sole purpose of satisfying the requirement of Section 3807(a) of the DSTA that the Trust have at least one trustee with a principalplace of business in the State of Delaware.

The principal address of DelawareTrust Company, as Trustee is 251 Little Falls Drive, Wilmington, DE 19808.

General Duty of Care of Trustee

The Trustee is a fiduciaryunder the Trust Agreement; provided, however, that the fiduciary duties and responsibilities and liabilities of the Trustee are limitedby, and are only those specifically set forth in, the Trust Agreement.

Resignation, Discharge or Removalof Trustee; Successor Trustees

The Trustee may resign atany time by giving at least 30 days’ advance written notice to the Sponsor. The Sponsor may remove the Trustee at any time by givingat least 30 days’ advance written notice to the Trustee. Upon effective resignation or removal, the Trustee will be discharged ofits duties and obligations.

If the Trustee resigns oris removed, the Sponsor, acting on behalf of the Shareholders, is required to use reasonable efforts to appoint a successor trustee. Anysuccessor Trustee must satisfy the requirements of Section 3807 of the DSTA. Any resignation or removal of the Trustee and appointmentof a successor Trustee cannot become effective until a written acceptance of appointment is delivered by the successor Trustee to theoutgoing Trustee and the Sponsor and any fees and expenses due to the outgoing Trustee are paid or waived by the outgoing Trustee. Followingcompliance with the preceding sentence, the successor will become fully vested with the rights, powers, duties and obligations of theoutgoing Trustee under the Trust Agreement, with like effect as if originally named as Trustee, and the outgoing Trustee shall be dischargedof its duties and obligations herein. If no successor Trustee shall have been appointed and shall have accepted such appointment withinforty-five (45) days after the giving of such notice of resignation or removal, the Trustee may petition any court of competent jurisdictionfor the appointment of a successor Trustee.

If the Trustee resigns andno successor trustee is appointed within 180 days after the date the Trustee issues its notice of resignation, the Sponsor will terminateand liquidate the Trust and distribute its remaining assets.

The Administrator

Under the Trust Administrationand Accounting Agreement, the Administrator provides necessary administrative, tax and accounting services and financial reporting forthe maintenance and operations of the Trust. In addition, the Administrator makes available the office space, equipment, personnel andfacilities to provide such services.

The principal address of BNYMellon, as Administrator, Transfer Agent and Cash Custodian, is 240 Greenwich Street, New York, NY 10286.

The Transfer Agent

The Transfer Agent (1) issuesand redeems Shares of the Trust; (2) responds to correspondence by Shareholders and others relating to its duties; (3) maintains Shareholderaccounts; and (4) makes periodic reports to the Trust.

The Solana Custodian

The Solana Custodian is responsiblefor safekeeping the Solana owned by the Trust. The Solana Custodian was selected by the Sponsor. The Solana Custodian has responsibilityfor opening the Trust Solana Account and facilitating the transfer of Solana required for the operation of the Trust.

The Sponsor may, in its solediscretion, add or terminate Solana custodians at any time. The Sponsor may, in its sole discretion, change the custodian of the Trust’sSolana holdings, but it will have no obligation whatsoever to do so or to seek any particular terms for the Trust from other such custodians.However, the Sponsor will only enter into Solana custody arrangements with custodians that meet the Sponsor’s criteria, includingan agreement to maintain Trust assets in a segregated account, to maintain insurance and to store the Trust’s private keys in coldstorage or in such other manner as the Sponsor determines provides reasonable protection for the Trust’s assets from loss or theft.

The Cash Custodian

The Cash Custodian is thecustodian of the Trust’s cash holdings.

The Marketing Agent

The Marketing Agent is responsiblefor: (1) working with the Transfer Agent to review and approve, or reject, purchase and redemption orders of Baskets placed by AuthorizedParticipants with the Transfer Agent; and (2) reviewing and approving the marketing materials prepared by the Trust for compliance withapplicable SEC and FINRA advertising laws, rules, and regulations.

Custody of theTrust’s Assets

The Trust has entered intoan agreement with the Solana Custodian, the Solana Custody Agreement, pursuant to which the Solana Custodian will custody all of the Trust’sSolana in a segregated account from time to time (the Trust Solana Account), other than the Trust’s Solana which is temporarilymaintained in the Trading Balance with the Prime Execution Agent as described below in "THE PRIME EXECUTION AGENT AND THETRADE CREDIT LENDER—The Prime Execution Agent.” The Solana Custodian will keep a substantial portion of the private keys associatedwith the Trust’s Solana in “cold storage” or similarly secure technology (the “Cold Solana Account”), withany remainder of the Trust Solana Account held as a “Hot Solana Account.” The Sponsor expects that all of the Trust’sassets and private keys will be held in cold storage of the Solana Custodian on an ongoing basis.

Custody of Solana typicallyinvolves the generation, storage and utilization of private keys. These private keys are used to effect transfer transactions (i.e., transfersof Solana from an address associated with the private key to another address). Cold storage of private keys may involve keeping such keyson a non-networked computer or electronic device or storing the private keys on a storage device or printed medium and deleting the keysfrom all computers. Cold storage is a safeguarding method with multiple layers of protections and protocols, by which the private key(s)corresponding to the Trust’s Solana is (are) generated and stored in an offline manner. Private keys are generated in offline computersthat are not connected to the internet so that they are resistant to being hacked. By contrast, in hot storage, the private keys are heldonline, where they are more accessible, leading to more efficient transfers, though they are potentially more vulnerable to being hacked.While the Solana Custodian will generally keep all of the Trust’s Solana in cold storage on an ongoing basis, it is possible that,from time to time, portions of the Trust’s Solana will be held outside of cold storage temporarily as part of trade facilitationin connection with creations and redemptions of Baskets, to sell Solana including to pay Trust expenses not assumed by the Sponsor, asnecessary. The Trust’s Solana held in the Cold Solana Account by the Solana Custodian are held in segregated wallets and thereforeare not commingled with the Solana Custodian’s or other customer assets. The private key materials are stored within secure storagefacilities within the United States and Europe. For security reasons exact locations are never disclosed. A limited number of employeesat the Solana Custodian are involved in private key management operations, and the Solana Custodian has represented that no single individualhas access to full private keys. The Solana Custodian carefully considers the design of the physical, operational and cryptographic systemsfor secure storage of the Trust’s private keys in an effort to lower the risk of loss or theft. No such system is perfectly secureand loss or theft due to operational or other failure is always possible.

The Solana Custodian’sinternal audit team performs periodic internal audits over custody operations, and the Solana Custodian has represented that Systems andOrganizational Control attestations covering private key management controls are also performed on the Solana Custodian by an externalprovider.

Under the terms of the SolanaCustody Agreement, the Sponsor maintains sole discretion in allocating Solana between the Hot Solana Account and the Cold Solana Account.Solana custodied by the Solana Custodian is not commingled with assets of Solana Custodian or its affiliates or with assets of other customersof Solana Custodian. Neither the Trust, the Sponsor, nor any other entity is permitted to lend, pledge, hypothecate or rehypothecate anyof the Trust’s Solana. The Solana Custodian has also agreed in the Solana Custody Agreement that it will not, directly or indirectly,lend, pledge, hypothecate or rehypothecate any of the Trust’s Solana, and that the Trust’s Solana assets are not treated asgeneral assets of the Solana Custodian but are instead considered custodial assets that remain the Trust’s property. Additionally,the Solana Custodian has agreed to provide the Trust or its authorized independent public accountant with confirmation of or access toinformation sufficient to confirm the Solana held by the Solana Custodian for the Trust and that the Trust’s Solana is held in aseparate, segregated account under the Trust’s name. The Solana Custody Agreement does not require that private key informationwith respect to the Trust’s Solana be kept in a particular physical location.

The Solana Custodian may receivedeposits of Solana but may not send Solana without use of the corresponding private keys. In order to send Solana when the private keysare kept in cold storage, unsigned transactions must be physically transferred to the offline cold storage facility and signed using asoftware/hardware utility with the corresponding offline keys. At that point, the Solana Custodian can upload the fully signed transactionto an online network and transfer the Solana. Because the Solana Custodian may need to retrieve private keys from offline storage priorto initiating transactions, the initiation or crediting of withdrawals or other transactions may be delayed.

Under the Solana Custody Agreement,the Solana Custodian’s liability is limited as follows, among others: (i) other than with respect to claims and losses arisingfrom spot trading of Solana, or fraud or willful misconduct, among others, the Solana Custodian’s aggregate liability under theSolana Custody Agreement shall not exceed the greater of (A) the greater of (x) $5 million and (y) the aggregate fees paid by theTrust to the Solana Custodian in the 12 months prior to the event giving rise to the Solana Custodian’s liability, and (B) the valueof the affected Solana or cash giving rise to the Solana Custodian’s liability; (ii) in respect of the Solana Custodian’sobligations to indemnify the Trust and its affiliates against third-party claims and losses to the extent arising out of or relating to,among others, the Solana Custodian’s violation of any law, rule or regulation with respect to the provision of its services, theSolana Custodian’s liability shall not exceed the greater of (A) $5 million and (B) the aggregate fees paid by the Trust to theSolana Custodian in the 12 months prior to the event giving rise to the Solana Custodian’s liability; and (iii) in respect of anyincidental, indirect, special, punitive, consequential or similar losses, the Solana Custodian is not liable, even if the Solana Custodianhas been advised of or knew or should have known of the possibility thereof. The Solana Custodian is not liable for delays, suspensionof operations, failure in performance, or interruption of service to the extent it is directly due to a cause or condition beyond thereasonable control of the Solana Custodian. Under the Solana Custody Agreement, except in the case of its negligence, fraud, materialviolation of applicable law or willful misconduct, the Solana Custodian shall not have any liability, obligation, or responsibility forany damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affectthe Trust’s computer or other equipment, or any phishing, spoofing or other attack, unless the Solana Custodian fails to have commerciallyreasonable policies, procedures and technical controls in place to prevent such damages or interruptions.

[SolanaCustodian’s Parent] maintains a commercial crime insurance policy, which is intended to cover the loss of client assets held bythe [Insured Entities], including from employee collusion or fraud, physical loss including theft, damage of key material, security breachor hack, and fraudulent transfer. The insurance maintained by the [Insured Entities] is shared among all of [Solana Custodian Entities– Short Name]’s customers, is not specific to the Trust or to customers holding Solana with the Solana Custodian or PrimeExecution Agent and may not be available or sufficient to protect the Trust from all possible losses or sources of losses.

TheSolana Custodian may terminate the Solana Custody Agreement for any reason upon providing the applicable notice to the Trust, or immediatelyfor Cause (as defined in the Solana Custody Agreement), including, among others, if the Trust materially breaches the Prime ExecutionAgreement and such breach remains uncured, undergoes a bankruptcy event, or fails to repay Trade Credits. The Solana Custodian may terminatethe Solana Custody Agreement for any reason upon providing 180 days’ notice to the Trust, or immediately for Cause (as definedbelow). The Solana Custody Agreement forms a part of the Prime Execution Agreement, and is subject to the termination provisions in thePrime Execution Agreement. These termination provisions are described in more detail in "THE PRIME EXECUTION AGENT AND THETRADE CREDIT LENDER—The Prime Execution Agent” below.

TheTransfer Agent will facilitate the settlement of Shares in response to the placement of creation orders and redemption orders from AuthorizedParticipants. The Trust has entered into the Cash Custody Agreement with BNY Mellon under which BNY Mellon acts as custodian of the Trust’scash and cash equivalents.

TheTrust may engage third-party custodians or vendors besides the Solana Custodian and the Cash Custodian to provide custody and securityservices for all or a portion of its Solana and/or cash, and the Sponsor will pay the custody fees and any other expenses associatedwith any such third-party custodian or vendor. The Sponsor is responsible for overseeing the Solana Custodian and the Trust’s otherservice providers. The Sponsor may, in its sole discretion, add or terminate Solana custodians at any time. The Sponsor may, in its solediscretion, change the custodian of the Trust’s Solana holdings, but it will have no obligation whatsoever to do so or to seekany particular terms for the Trust from other such custodians. However, the Sponsor will only enter into Solana custody arrangementswith custodians that meet the Sponsor’s criteria, including an agreement to maintain Trust assets in a segregated account, to maintaininsurance and to store the Trust’s private keys in cold storage or in such other manner as the Sponsor determines provides reasonableprotection for the Trust’s assets from loss or theft.

THEPRIME EXECUTION AGENT AND THE TRADE CREDIT LENDER

Thefollowing section describe the role of the Prime Execution Agent and Trade Credit Lender. These parties will only be utilized duringthe rare and limited circumstances when the Trust buys and sells Solana using the Agent Execution Model. The Trust intends to utilizethe Trust-Directed Trade Model for all purchases and sales of Solana and will only utilize the Agent Execution Model in the event thatno Solana Trading Counterparty is able or willing to effectuate the Trust’s purchase or sale of Solana.

ThePrime Execution Agent

Pursuantto the Prime Execution Agreement, the Trust’s Solana holdings and cash holdings from time to time may be temporarily held withthe Prime Execution Agent, an affiliate of the Solana Custodian, in the Trading Balance, for certain limited purposes, including in connectionwith creations and redemptions of Baskets and the sale of Solana to pay other Trust expenses not assumed by the Sponsor. The Sponsormay, in its sole discretion, add or terminate prime execution agents at any time. The Sponsor may, in its sole discretion, change theprime execution agent for the Trust, but it will have no obligation whatsoever to do so or to seek any particular terms for the Trustfrom other such prime execution agents.

Withinthe Trust’s Trading Balance, the Prime Execution Agreement provides that the Trust does not have an identifiable claim to any particularSolana (and cash). Instead, the Trust’s Trading Balance represents an entitlement to a pro rata share of the Solana (and cash)the Prime Execution Agent holds on behalf of customers who hold similar entitlements against the Prime Execution Agent. In this way,the Trust’s Trading Balance represents an omnibus claim on the Prime Execution Agent’s Solana (and cash) held on behalf ofthe Prime Execution Agent’s customers. The Prime Execution Agent holds the Solana associated with customer entitlements acrossa combination of omnibus cold wallets, omnibus “hot” wallets (meaning wallets whose private keys are generated and storedonline, in internet-connected computers or devices) or in omnibus accounts in the Prime Execution Agent’s name on a trading venue(including third-party venues and the Prime Execution Agent’s own execution venue) where the Prime Execution Agent executes ordersto buy and sell Solana on behalf of its clients.

Withinsuch omnibus hot and cold wallets and accounts, the Prime Execution Agent has represented to the Sponsor that it keeps the majority ofassets in cold wallets to promote security, while the balance of assets is kept in hot wallets to facilitate rapid withdrawals. However,the Sponsor has no control over, and for security reasons the Prime Execution Agent does not disclose to the Sponsor, the percentageof Solana that the Prime Execution Agent holds for customers holding similar entitlements as the Trust, which are kept in omnibus coldwallets, as compared to omnibus hot wallets or omnibus accounts in the Prime Execution Agent’s name on a trading venue. The PrimeExecution Agent has represented to the Sponsor that the percentage of assets maintained in cold versus hot storage is determined by ongoingrisk analysis and market dynamics, in which the Prime Execution Agent attempts to balance anticipated liquidity needs for its customersas a class against the anticipated greater security of cold storage.

ThePrime Execution Agent is not required by the Prime Execution Agreement to hold any of the Solana in the Trust’s Trading Balancein cold storage or to hold any such Solana in segregation, and neither the Trust nor the Sponsor can control the method by which thePrime Execution Agent holds the Solana credited to the Trust’s Trading Balance.

ThePrime Execution Agent relies on bank accounts to provide its trading platform services and including temporarily holding any cash relatedto a customer’s purchase or sale of Solana. In particular, the Prime Execution Agent has disclosed that customer cash held by thePrime Execution Agent, including the cash associated with the Trust’s Trading Balance, is held in one or more banks’ accountsfor the benefit of the Prime Execution Agent’s customers, or in Money Market Funds in compliance with Rule 2a-7 under the InvestmentCompany Act of 1940 and rated “AAA” by S&P (or the equivalent from any eligible rating service), provided that such investmentsare held in accounts in [Solana Custodian Entities – Short Name]’s name for the benefit of customers and are permitted andheld in accordance with state money-transmitter laws. The Prime Execution Agent has represented to the Sponsor that it has implementedthe following policy with respect to the cash associated with the Trust’s Trading Balance. First any cash related to the Trust’spurchase or sale of Solana will be held in an FBO Account or in a Money Market Fund. The amount of Trust cash held at each FBO Accountshall, unless otherwise agreed by the Sponsor in writing, be in an amount at each bank that is the lower of (i) the FDIC insurance limitfor deposit insurance and (ii) any bank-specific limit set by the Prime Execution Agent for the applicable bank. Deposit insurance doesnot apply to cash held in a Money Market Fund. The Prime Execution Agent has agreed to title the accounts in a manner designed to enablereceipt of FDIC deposit insurance where applicable on a pass-through basis. Second, to the extent the Trust’s cash in the TradingBalance in aggregate exceeds the amounts that can be maintained at the banks on the foregoing basis, the Prime Execution Agent has representedthat it currently conducts an overnight sweep of the excess into U.S. government Money Market Funds. The Sponsor has not independentlyverified the Prime Execution Agent’s representations.

Tothe extent the Trust sells Solana through the Prime Execution Agent, the Trust’s orders will be executed at the Connected TradingVenues that have been approved in accordance with the Prime Execution Agent’s due diligence and risk assessment process. The PrimeExecution Agent has represented that its due diligence on Connected Trading Venues includes reviews conducted by the legal, compliance,security, privacy and finance and credit-risk teams, The Connected Trading Venues, which are subject to change from time to time, currentlyinclude Bitstamp, LMAX, Kraken, the exchange operated by the Prime Execution Agent, as well as four additional non-bank market makers(“NBMMs”). The Prime Execution Agent has represented to the Trust that it is unable to name the NBMMs due to confidentialityrestrictions.

Pursuantto the Prime Execution Agreement, the Trust may engage in sales of Solana by placing orders with the Prime Execution Agent. The PrimeExecution Agent will route orders placed by the Sponsor through the prime execution agent execution platform (the “Trading Platform”)to a Connected Trading Venue where the order will be executed. Each order placed by the Sponsor will be sent, processed and settled ateach Connected Trading Venue to which it is routed. The Prime Execution Agreement provides that the Prime Execution Agent is subjectto certain conflicts of interest, including: (i) the Trust’s orders may be routed to the Prime Execution Agent’s own executionvenue where the Trust’s orders may be executed against other customers of the Prime Execution Agent or with the [Prime ExecutionAgent] acting as principal, (ii) the beneficial identity of the counterparty purchaser or seller with respect to the Trust’s ordersmay be unknown and therefore may inadvertently be another client of the Prime Execution Agent, (iii) the Prime Execution Agent does notengage in front-running, but is aware of the Trust’s orders or imminent orders and may execute a trade for its own inventory (orthe account of an affiliate) while in possession of that knowledge and (iv) the Prime Execution Agent may act in a principal capacitywith respect to certain orders. As a result of these and other conflicts, when acting as principal, the Prime Execution Agent may havean incentive to favor its own interests and the interests of its affiliates over the Trust’s interests.

Subjectto the foregoing, and to certain policies and procedures that the Prime Execution Agreement requires the Prime Execution Agent to havein place to mitigate conflicts of interest when executing the Trust’s orders, the Prime Execution Agreement provides that the PrimeExecution Agent shall have no liability, obligation, or responsibility whatsoever for the selection or performance of any Connected TradingVenue, and that other Connected Trading Venues and/or trading venues not used by [Prime Execution Agent] may offer better prices and/orlower costs than the Connected Trading Venue used to execute the Trust’s orders.

[SolanaCustodian’s Parent] maintains a commercial crime insurance policy, which is intended to cover the loss of client assets held by[Solana Custodian’s Parent] and all of its subsidiaries, including the Prime Execution Agent, including from employee collusionor fraud, physical loss including theft, damage of key material, security breach or hack, and fraudulent transfer. The insurance maintainedby the [Insured Entities] is shared among all of [Solana Custodian Entities - Short Name]’s customers, is not specific to the Trustor to customers holding Solana with the Solana Custodian or Prime Execution Agent and may not be available or sufficient to protect theTrust from all possible losses or sources of losses.

Oncethe Sponsor places an order to purchase or sell Solana on the Trading Platform, the associated Solana or cash used to fund or fill theorder, if any, will be placed on hold and will generally not be eligible for other use or withdrawal from the Trust’s Trading Balance.The Trust Solana Account may be used directly to fund orders. With each Connected Trading Venue, the Prime Execution Agent shall establishan account in the Prime Execution Agent’s name, or in its name for the benefit of clients, to trade on behalf of its clients, includingthe Trust, and the Trust will not, by virtue of the Trading Balance the Trust maintains with the Prime Execution Agent, have a directlegal relationship, or account with, any Connected Trading Venue.

ThePrime Execution Agent is permitted to suspend or terminate the Prime Execution Agreement under certain circumstances. The Prime ExecutionAgent, for itself or as agent for the Solana Custodian and Trade Credit Lender, may not terminate the Prime Execution Agreement (includingthe Solana Custody Agreement) or suspend, restrict terminate or modify the Prime Execution Agent Services (as defined below) on lessthan 180 days’ notice, except in the event of (i) a Change in Law or (ii) a Cause event (as defined below).

ThePrime Execution Agreement defines a “Change in Law” as any change in or adoption of any applicable law, rule, or regulationwhich, in the reasonable opinion of counsel to the Prime Execution Agent would prohibit or materially impede some or all of the arrangementcontemplated by the Prime Execution Agreement. Upon the occurrence of a Change in Law, the parties will negotiate to agree on modificationsto the Prime Execution Agreement or the Prime Execution Agent Services that would enable compliance with such Change in Law or, in thecase of a material impediment, reduce the impact to the parties of such Change in Law and the [Solana Custodian Entities] shall continueto provide the Prime Execution Agent Services unless prohibited from doing so by the Change in Law. If the parties cannot agree on modificationswithin thirty (30) days following notice from the Prime Execution Agent or if the Change in Law requires that [Prime Execution Agent]immediately ceases providing any Prime Execution Agent Services, the Prime Execution Agent may, upon written notice, suspend, restrictor terminate the Prime Execution Agent Services solely to the extent necessary to account for the Change in Law, provided that any suchsuspension, restriction, termination or modification is narrowly tailored and, to the extent not prohibited by the Change in Law, the[Solana Custodian Entities] will continue to provide, at a minimum, the Transition Services (as defined below) following any Change inLaw.

Uponthe occurrence and continuation of a Cause event, and after giving effect to any notice requirement and cure period that may apply, thePrime Execution Agent may in its reasonable discretion, terminate the Prime Execution Agreement and accelerate the Trust’s obligations,and/or take certain other actions. The Prime Execution Agreement defines “Cause” to mean (i) a material breach of the PrimeExecution Agreement (other than the Solana Custody Agreement) which is uncured for ten (10) days; (ii) a material breach of the SolanaCustody Agreement which is uncured for 30 days; (iii) a Bankruptcy Event (as defined below); and (iv) the failure by the Trust to repayTrade Credits by the applicable deadline specified in the Trade Financing Agreement which, in the event the failure results solely froman error or omission of an administrative or operational nature, remains uncured for a period of one (1) business day.

Notwithstandingany termination of the Prime Execution Agreement by the Prime Execution Agent for Cause, during any Transition Period (as defined below)the [Solana Custodian Entities] (defined in the Prime Execution Agreement as the Prime Execution Agent, Solana Custodian, and Trade CreditLender) or their affiliates shall continue to provide the Transition Services (as defined below) and render such assistance as the Trustmay reasonably request to enable the continuation and orderly assumption of the Transition Services to be effected by the Trust, itsaffiliate or any alternative service provider and shall continue to provide the Transition Services pursuant to the Prime Execution Agreement,except to the extent any Transition Service is prohibited under applicable law (including, but not limited to, applicable sanctions programs)or by a facially valid subpoena, court order, or binding order of a government authority; provided that (i) the [Solana Custodian Entities]will continue to have the right to exercise their right of set-off under the Prime Execution Agreement with respect to any sale proceedsduring the Transition Period for any fees or other amounts owed by the Trust and (ii), notwithstanding any provision in the Prime ExecutionAgreement to the contrary, in no event shall any [Solana Custodian Entity], its affiliates, or their respective officers, directors,agents, employees and representatives have any liability to the Trust or Sponsor for any claims or losses arising out of or relatingto the Prime Execution Agreement during (A) with respect to any Transition Services described in clause (i) of the definition of TransitionServices, the 91st day through the end of the Transition Period (as defined below) and (B) with respect to any Transition Services describedin clause (ii) of the definition of Transition Services, the 16th day through the end of the Transition Period, which do not resultfrom its gross negligence, fraud, material violation of applicable law or willful misconduct; provided that throughout the TransitionPeriod the [Solana Custodian Entities] shall act in good faith and in a commercially reasonable manner to provide the same level of servicewith respect to the Transition Services as was provided prior to the start of the Transition Period. For the avoidance of doubt, duringthe Transition Period, the fees set forth in the Prime Execution Agreement will continue to apply to the Transition Services.

“TransitionPeriod” is defined in the Prime Execution Agreement to mean a 180-day period (or such extended period as agreed in writing by the[Solana Custodian Entities] and the Trust) commencing on the date the Trust is notified of any termination of the Prime Execution Agreementpursuant to a Cause event.

“TransitionServices” means the Prime Execution Agent services consisting of (i) the custody of the Trust’s Solana on the Trust’sbehalf, the processing of deposits and withdrawals and other custody transactions, and (ii) access to the Prime Execution Agent’strading platform and the execution and settlement of all orders for the sale of Solana submitted by the Trust. For the avoidance of doubt,the Transition Services shall not include the extension of credit, and the obligation to execute and settle any Orders for the purchaseof Digital Assets.

“BankruptcyEvent” is defined in the Prime Execution Agreement to mean the party is (i) dissolved (other than pursuant to a consolidation,amalgamation or merger); (ii) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally topay its debts as they become due; (iii) makes a general assignment, arrangement or composition with or for the benefit of its creditors;(iv) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under anybankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up orliquidation, and in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (I) resultsin a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidationor (II) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (v)has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamationor merger); (vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee,custodian or other similar official for it or for all or substantially all its assets; (vii) has a secured party take possession of allor substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or suedon or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed,discharged, stayed or restrained, in each case within 30 days thereafter; (viii) causes or is subject to any event with respect to itwhich, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) to (vii)(inclusive); or (ix) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoingacts.

TheTrust may terminate the Prime Execution Agreement, including the Solana Custody Agreement, in whole or in part for any reason upon thirty(30) days’ notice to the Prime Execution Agent, for itself or as agent on behalf of the Solana Custodian or Trade Credit Lender,or upon a [Prime Execution Agent Termination Event]. The Prime Execution Agreement defines a “[Prime Execution Agent TerminationEvent]” to mean the occurrence and continuance of (i) a Bankruptcy Event with respect to any [Solana Custodian Entity], (ii) thefailure of any [Solana Custodian Entity] to sell or withdraw or transfer the Trust’s Solana in accordance with the Trust’sinstructions within the time periods set forth in the Prime Execution Agreement and such failure is not cured within two (2) businessdays following the Trust providing written notice to the relevant [Solana Custodian Entity] (“CB Return Cure”); provided,however, that (A) if, prior to the expiration of the CB Return Cure, the Prime Execution Agent transfers cash to the Trust in an amountequal to the value of the Solana based on the Benchmark Valuation (defined as the Pricing Benchmark) as of the time that the requestto sell, transfer or withdraw was originally made by the Trust (the “Solana Cash Value”) or if the Prime Execution Agentdelivers cash collateral to an account designated by the Trust and in which the Trust has a perfected, first priority security interestand in an amount equal to the Solana Cash Value until the relevant Solana is sold, withdrawn or transferred or the Trust elects to receivesuch amount in cash in lieu of the Prime Execution Agent’s obligation to sell, withdraw or transfer the relevant Solana, in eachcash, such failure will be deemed cured; provided, further that, the Trust shall have the right to choose whether to receive the SolanaCash Value in lieu of the relevant Solana or receive the Solana Cash Value as cash collateral, or (B) if such failure is due to a technologyor security issue where, in the commercially reasonable opinion of the Prime Execution Agent, returning the relevant Solana would resultin material risk to the Trust or the Prime Execution Agent or may result in the relevant Solana being lost or otherwise not successfullyreturned and the Prime Execution Agent promptly notifies the Trust promptly upon Client’s notice of such failure, (1) the Trustmay request that the Prime Execution Agent still sell, withdraw or transfer the Solana, but the Prime Execution Agent will have no liabilitywith respect to any such sell, withdrawal or transfer (unless the Prime Execution Agent or any of the [Solana Custodian Entities] actwith negligence unrelated to such technology or security issue) and any failure to withdraw or transfer shall not result in a [PrimeExecution Agent Termination Event ] if the Trust does not receive the withdrawn or transferred Solana or the proceeds of any such saledue to such technology or security issue, or (2) if the Trust does not elect to have the Prime Execution Agent still make the sale, withdrawalor transfer, a [Prime Execution Agent Termination Event ] shall not occur while the relevant security or technology event is occurringand continuing, (iii) the failure of any [Solana Custodian Entity] to withdraw or transfer cash to the Trust in accordance with the Trust’sinstructions within the time periods set forth in the Prime Execution Agreement and such failure is not cured within one (1) businessday following the Trust providing written notice to the relevant [Solana Custodian Entity], (iv) a [Solana Custodian Entity] intentionallyor willfully, materially breaches any provision of the Prime Execution Agreement (other than the provisions of the Solana Custody Agreement)and such breach remains uncured for a period of ten (10) calendar days after notice of such breach is provided by the Trust to the PrimeExecution Agent; or (v) a [Solana Custodian Entity] intentionally or willfully, materially breaches any provision of the Solana CustodyAgreement and such breach remains uncured for a period of 30 calendar days after notice of such breach is provided by the Trust to thePrime Execution Agent.

ThePrime Execution Agent does not guarantee uninterrupted access to the Trading Platform or the services it provides to the Trust. Undercertain circumstances, the Prime Execution Agent is permitted to halt or suspend trading on the Trading Platform, or impose limits onthe amount or size of, or reject, the Trust’s orders, including in the event of, among others, (a) delays, suspension of operations,failure in performance, or interruption of service that are directly due to a cause or condition beyond the reasonable control of thePrime Execution Agent, (b) the Trust has engaged in unlawful or abusive activities or fraud, or (c) a security or technology issue occurredand is continuing that results in the Prime Execution Agent being unable to provide trading services or accept the Trust’s order,in each case, subject to certain protections for the Trust.

Neitherthe Prime Execution Agent nor any other [Solana Custodian Entity] is permitted to withdraw the Trust’s Solana from the Trust SolanaAccount, or loan, hypothecate, pledge or otherwise encumber the Trust’s Solana, without the consent of the Trust. The Trading Balanceis subject to the lien to secure outstanding Trade Credits in favor of the Trade Credit Lender discussed below.

Underthe Prime Execution Agreement, the Prime Execution Agent’s liability is limited as follows, among others: (i) other than with respectto claims and losses arising from spot trading of Solana, or fraud or willful misconduct, among others, the Prime Execution Agent’saggregate liability shall not exceed the greater of (A) the greater of (x)  $5 million and (y) the aggregate fees paid by theTrust to the Prime Execution Agent in the 12 months prior to the event giving rise to the Prime Execution Agent’s liability, and(B) the value of the cash or affected Solana giving rise to the Prime Execution Agent’s liability; (ii) in respect of the PrimeExecution Agent’s obligations to indemnify the Trust and its affiliates against third-party claims and losses to the extent arisingout of or relating to, among others, the Prime Execution Agent’s violation of any law, rule or regulation with respect to the provisionof its services, or the full amount of the Trust’s assets lost due to the insolvency of or security event at a Connected TradingVenue, the Prime Execution Agent’s liability shall not exceed the greater of (A) $5 million and (B) the aggregate fees paid bythe Trust to the Prime Execution Agent in the 12 months prior to the event giving rise to the Prime Execution Agent’s liability;and (iii) in respect of any incidental, indirect, special, punitive, consequential or similar losses, the Prime Execution Agent is notliable, even if the Prime Execution Agent has been advised of or knew or should have known of the possibility thereof. The Prime ExecutionAgent is not liable for delays, suspension of operations, failure in performance, or interruption of service to the extent it is directlydue to a cause or condition beyond the reasonable control of the Prime Execution Agent. Both the Trust and the Prime Execution Agentand its affiliates (including the Solana Custodian) are required to indemnify each other under certain circumstances. The Prime ExecutionAgreement is governed by New York law and provides that disputes arising under it are subject to arbitration.

ThePrime Execution Agreement provides that the [Solana Custodian Entities] may have actual or potential conflicts of interest in connectionwith providing the Prime Execution Agent Services including that (i) orders to buy or sell Solana may be routed to the Prime ExecutionAgent’s exchange platform ("[Prime Execution Agent Exchange]") where such orders may be executed against other [PrimeExecution Agent] customers or with [Prime Execution Agent] acting as principal, (ii) the beneficial identity of the purchaser or sellerwith respect to an order is unknown and therefore may inadvertently be another [Prime Execution Agent] customer, (iii) the Prime ExecutionAgent does not engage in front-running, but is aware of orders or imminent orders and may execute a trade for its own inventory (or theaccount of an affiliate) while in possession of that knowledge, and (iv) [Prime Execution Agent] may act in a principal capacity withrespect to certain orders (e.g., to fill residual order size when a portion of an order may be below the minimum size accepted by theConnected Trading Venues). As a result of these and other conflicts, when acting as principal, the [Solana Custodian Entities] may havean incentive to favor their own interests and the interests of their affiliates over the Trust’s interests and have in place certainpolicies and procedures that are designed to mitigate such conflicts. The Prime Execution Agent will maintain appropriate and effectivearrangements to eliminate or manage conflicts of interest, including segregation of duties, information barriers and training. The PrimeExecution Agent will notify the Trust of changes to its business that have a material adverse effect on the Prime Execution Agent’sability to manage its conflicts of interest. The [Solana Custodian Entities] shall execute trades pursuant to such policies and procedures;provided that the [Solana Custodian Entities] (a) shall execute in a commercially reasonable amount of time (i) any marketable ordersappropriately entered by the Trust and (ii) any other pending orders by the Trust received by the [Solana Custodian Entities] that becomemarketable, (b) for any order that the Prime Execution Agent receives from the Trust, the Prime Execution Agent will make commerciallyreasonable efforts to route orders for execution to the Connected Trading Venue offering the highest price for the Trust’s Solanasale orders, including consideration of any gas fees or similar fees related to a particular blockchain at the time that such ordersare routed for execution, and (c) shall not knowingly enter into a transaction for the benefit of (x) the [Solana Custodian Entities],or (y) any other client received after the Trust’s order, ahead of any order received from the Trust. For purposes of theforegoing, a marketable order is a sell order equivalent to or better than the best bid price on any Connected Trading Venue (or anyvenue that a [Solana Custodian Entity] may use) at a given moment. The Prime Execution Agent agrees to direct the Trust’s ordersin a manner that does not systematically favor the [Prime Execution Agent Exchange] or Connected Trading Venues that provide financialincentives to the Prime Execution Agent; provided, however, that under certain circumstances the Prime Execution Agent may choose tointentionally route to the [Prime Execution Agent Exchange] due to temporary conditions affecting Connected Trading Venues (e.g., connectivityproblems of the Connected Trading Venue or funding constraints).

TheTrade Credit Lender

Toavoid having to pre-fund purchases or sales of Solana when using the Agent Execution Model, the Trust may borrow Solana or cash as TradeCredit from the Trade Credit Lender on a short-term basis. The Sponsor does not intend to fund the Trading Balance at the Prime ExecutionAgent with sufficient cash or Solana to pay fees and expenses and instead intends to utilize the Trade Financing Agreement for such feesand expenses. This allows the Trust to buy or sell Solana through the Prime Execution Agent in an amount that exceeds the cash or Solanacredited to the Trust’s Trading Balance at the Prime Execution Agent at the time such order is submitted to the Prime ExecutionAgent, which is expected to facilitate the Trust’s ability purchase and sell Solana in a timely manner, rather than waiting forthe cash to be transferred by the Cash Custodian to the Prime Execution Agent prior to purchasing the Solana or for the Solana held inthe Trust Solana Account to be transferred to the Trust’s Trading Balance prior to selling Solana. The Trust is required by theterms of the Trade Financing Agreement, which is part of the Prime Execution Agreement, to repay any extension of Trade Credit by theTrade Credit Lender by 6:00 p.m. ET on the business day following the day that the Trade Credit was extended to the Trust. The TradeCredit Lender is only required to extend Trade Credits to the Trust to the extent such Solana or cash is actually available to the TradeCredit Lender. For example, if the Trade Credit Lender is unable to borrow Solana to lend to the Trust as a Trade Credit, or there isa material market disruption (as determined by the Trade Credit Lender in good faith and in its sole discretion), the Trade Credit Lenderis not obligated to extend Trade Credits to the Trust. To secure the repayment of Trade Credits, the Trust has granted a first-prioritylien to the Trade Credit Lender over the assets in its Trading Balance and the Trust Solana Account. If the Trust fails to repay a TradeCredit within the required deadline, the Trade Credit Lender is permitted to take control of Solana or cash credited to the Trust’sTrading Balance and Trust Solana Account (though it is required to exhaust the Trading Balance prior to taking control of assets in theTrust Solana Account) and liquidate them to repay the outstanding Trade Credit. Trade Credits bear interest. Pursuant to the Trade FinancingAgreement, there is a maximum “Authorized Amount” of Trade Credits that the Trade Credit Lender allows to be outstandingat any one time, which is determined and may be changed by the Trade Credit Lender in its sole discretion. To the extent the Trade CreditLender changes the Authorized Amount, it will give the Trust advance notice if it is feasible to do so.

Theentirety of the Trust’s Solana holdings is maintained with the Solana Custodian rather than the Prime Execution Agent. Accordingly,when using the Agent Execution Model, the Trust does expect to utilize Trade Credits. When utilizing Trade Credits in connection withPurchase Orders and Redemption Orders, any interest payable on Trade Credits will be the responsibility of the Authorized Participants.In the very rare event that Trade Credits are utilized in connection with the payment of Trust expenses not assumed by the Sponsor, anyinterest payable on the Trade Credits will be the responsibility of the Trust. Any such interest payments borne by the Trust will havethe effect of reducing the amount of Solana represented by a Share and the NAV of the Trust. In connection with a Redemption Order orto pay expenses not assumed by the Sponsor, the Trust will first borrow Solana from the Trade Credit Lender using the Trade FinancingAgreement, and then sell this Solana. In connection with a Purchase Order, the Trust will first borrow cash from the Trade Credit Lenderusing the Trade Financing Agreement, and then purchase Solana. The purpose of borrowing the Solana or cash from the Trade Credit Lenderis to lock in the Solana price on the trade date or the payment date, as applicable, rather than waiting for the funds associated withthe creation to be transferred by the Cash Custodian to the Prime Execution Agent prior to purchasing the Solana or for the Solana heldin the Trust Solana Account to be transferred to a Trading Balance prior to selling the Solana (a process that may take up to twenty-fourhours, or longer if the Solana Network is experiencing delays in transaction confirmation, or if there are other delays). To the extentthat the execution price of the Solana acquired exceeds the amount of cash deposited by the Authorized Participant, the Authorized Participantbears the responsibility for the difference.

Inthe event Trade Credits are unavailable from the Trade Credit Lender or become exhausted, the Sponsor would require the Authorized Participantto deliver cash on the trade date so that a purchase order can be settled in a timely manner. For a Redemption Order under the AgentExecution Model, the Trust may use financing when the Solana remains in the Trust Solana Account at the point of intended execution ofa sale of Solana. In the event Trade Credits are unavailable or become exhausted in this situation, the Sponsor would instruct the SolanaCustodian to move Solana out of the Trust Solana Account into the Trading Balance so that it could be sold directly in response to aredemption order or to pay fees and expenses. Under these circumstances, the Trust may not be able to lock in the Solana price on thetrade date or the payment date, as applicable, and would instead have to wait until the transfer from the Trust Solana Account the TradingBalance was completed before selling the Solana.

Formof Shares

RegisteredForm

Sharesare issued in registered form in accordance with the Trust Agreement. The Transfer Agent has been appointed registrar and transfer agentfor the purpose of transferring Shares in certificated form. The Transfer Agent keeps a record of all Shareholders and holders of theShares in certified form in the registry (“Register”). The Sponsor recognizes transfers of Shares in certificated form onlyif done in accordance with the Trust Agreement. The beneficial interests in such Shares are held in book-entry form through participantsand/or accountholders in DTC.

Book-Entry

Individualcertificates are not issued for the Shares. Instead, Shares are represented by one or more global certificates, which are deposited bythe Transfer Agent with DTC and registered in the name of Cede & Co., as nominee for DTC. The global certificates evidence all ofthe Shares outstanding at any time. Shareholders are limited to (1) participants in DTC such as banks, brokers, dealers and trust companies(“DTC Participants”), (2) those who maintain, either directly or indirectly, a custodial relationship with a DTC Participant(“Indirect Participants”), and (3) those who hold interests in the Shares through DTC Participants or Indirect Participants,in each case who satisfy the requirements for transfers of Shares. DTC Participants acting on behalf of investors holding Shares throughsuch participants’ accounts in DTC will follow the delivery practice applicable to securities eligible for DTC’s Same-DayFunds Settlement System. Shares are credited to DTC Participants’ securities accounts following confirmation of receipt of payment.

DTC

DTChas advised the Sponsor as follows: It is a limited-purpose trust company organized under the laws of the State of New York and is amember of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Codeand a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securitiesfor DTC Participants and facilitates the clearance and settlement of transactions between DTC Participants through electronic book-entrychanges in accounts of DTC Participants.

Transferof Shares

TheShares are only transferable through the book-entry system of DTC. Shareholders who are not DTC Participants may transfer their Sharesthrough DTC by instructing the DTC Participant holding their Shares (or by instructing the Indirect Participant or other entity throughwhich their Shares are held) to transfer the Shares. Transfers are made in accordance with standard securities industry practice.

Transfersof interests in Shares with DTC are made in accordance with the usual rules and operating procedures of DTC and the nature of the transfer.DTC has established procedures to facilitate transfers among the participants and/or accountholders of DTC. Because DTC can only acton behalf of DTC Participants, who in turn act on behalf of Indirect Participants, the ability of a person or entity having an interestin a global certificate to pledge such interest to persons or entities that do not participate in DTC, or otherwise take actions in respectof such interest, may be affected by the lack of a certificate or other definitive document representing such interest.

DTChas advised the Sponsor that it will take any action permitted to be taken by a Shareholder (including, without limitation, the presentationof a global certificate for exchange) only at the direction of one or more DTC Participants in whose account with DTC interests in globalcertificates are credited and only in respect of such portion of the aggregate principal amount of the global certificate as to whichsuch DTC Participant or Participants has or have given such direction.

SEEDCAPITAL INVESTOR

BitwiseAsset Management, Inc., the parent of the Sponsor, served as seed capital investor to the Trust (the “Seed Capital Investor”).The Seed Capital Investor agreed to purchase $____ in Shares on __________, and on ______________, took delivery of __ Shares at a per-Shareprice of $___ (the “Seed Shares”). The $____ the Trust received in consideration for the sale of the Seed Shares served asthe basis of the audit described in the sections entitled “REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” and “STATEMENTOF FINANCIAL CONDITION.”

TheSponsor will not receive from the Trust or any of its affiliates any fee or other compensation in connection with the Seed Capital Investor’spurchase of the Seed Shares.

Planof Distribution

Buyingand Selling Shares

Mostinvestors buy and sell Shares in secondary market transactions through brokers. Shares trade on the Exchange under the ticker symbol"____.” Shares are bought and sold throughout the trading day like other publicly traded securities. When buying or sellingShares through a broker, most investors incur customary brokerage commissions and charges. Shareholders are encouraged to review theterms of their brokerage account for details on applicable charges.

BitwiseInvestment Manager, LLC, an affiliate of the Sponsor, is expected to purchase the initial Baskets of Shares for $____________, at per-Shareprice of $___ for these ________ Shares (the Seed Baskets). Such proceeds are expected to be used by the Trust to purchase Solana ator prior to the listing of Shares on the Exchange. Bitwise Investment Manager, LLC will act as a statutory underwriter in connectionwith the initial purchase of the Seed Baskets.

AuthorizedParticipants

Theoffering of the Shares is a best efforts offering. The Trust continuously offers Baskets consisting of 10,000 Shares to Authorized Participants.Authorized Participants pay a transaction fee for each order they place to purchase or redeem one or more Baskets. The Sponsor believesthat the Basket size of 10,000 Shares will enable Authorized Participants to manage inventory and facilitate an effective arbitrage mechanismfor the Trust, however, the Sponsor may adjust the Baskets in order to improve the effectiveness of the activities of Authorized Participantsin the secondary market for the Shares if the Sponsor determines it to be necessary or advisable. Because new Shares can be created andissued on an ongoing basis, at any point during the life of the Trust, a “distribution,” as such term is used in the 1933Act, will be occurring.

Theoffering of Baskets is being made in compliance with Conduct Rule 2310 of FINRA. Accordingly, Authorized Participants will not make anysales to any account over which they have discretionary authority without the prior written approval of a purchaser of Shares.

Byexecuting an Authorized Participant Agreement, an Authorized Participant becomes part of the group of parties eligible to purchase Basketsfrom, and put Baskets for redemption to, the Trust. An Authorized Participant is under no obligation to purchase or redeem Baskets orto offer to the public Shares of any Basket it does create. As of ___________, 2024, ___________________________ have executed AuthorizedParticipant Agreements with the Trust.

Becausenew Shares can be created and issued on an ongoing basis, at any point during the life of the Trust, a “distribution,” assuch term is used in the 1933 Act, will be occurring. Authorized Participants, other broker-dealers and other persons are cautioned thatsome of their activities may result in their being deemed participants in a distribution in a manner that would render them statutoryunderwriters and subject them to the prospectus-delivery and liability provisions of the 1933 Act. Any purchaser who purchases Shareswith a view toward distribution of such Shares may be deemed to be a statutory underwriter. In addition, an Authorized Participant, otherbroker-dealer firm or its client will be deemed a statutory underwriter if it purchases a Basket from the Trust, breaks the Basket downinto the constituent Shares and sells the Shares to its customers; or if it chooses to couple the creation of a supply of new Shareswith an active selling effort involving solicitation of secondary market demand for the Shares. In contrast, Authorized Participantsmay engage in secondary market or other transactions in Shares that would not be deemed “underwriting.” For example, an AuthorizedParticipant may act in the capacity of a broker or dealer with respect to Shares that were previously distributed by other AuthorizedParticipants. A determination of whether a particular market participant is an underwriter must take into account all the facts and circumstancespertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not beconsidered a complete description of all the activities that would lead to designation as an underwriter and subject them to the prospectus-deliveryand liability provisions of the 1933 Act.

Dealerswho are neither Authorized Participants nor “underwriters” but are nonetheless participating in a distribution (as contrastedto ordinary secondary trading transactions), and thus dealing with Shares that are part of an “unsold allotment” within themeaning of Section 4(3)(C) of the 1933 Act, would be unable to take advantage of the prospectus-delivery exemption provided by Section4(3) of the 1933 Act.

Whilethe Authorized Participants may be indemnified by the Sponsor, they will not be entitled to receive a discount or commission from theTrust or the Sponsor for their purchases of Baskets.

SellingShareholders

TheSponsor or its affiliates, or a fund or unit investment trust for which the Sponsor or an affiliate of the Sponsor serves as sponsoror investment advisor, may purchase Shares of the Trust through a broker-dealer or other investors, including in secondary market transactions,and because the Sponsor and its affiliates may be deemed affiliates of the Trust, the Shares are being registered to permit the resaleof these Shares by affiliates of the Trust from time to time after any such purchase. The Trust will not receive any of the proceedsfrom the resale of such Shares.