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1、2025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm1/129S-1/A 1 canary-s1a_052125.htm AMENDMENT TO FORM S-1 As filed with the Securities and Exchange Commission on May 21,20

2、25 Registration No.333-_ UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 POST-EFFECTIVE AMENDMENT NO.1FORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 CANARY MARINADE SOLANA ETF(Exact name of registrant as specified in its charter)Delaware (State or other jurisdictio

3、n ofincorporation or organization)(I.R.S.EmployerIdentification Number)c/o Canary Capital Group LLCSteven McClurg1131 4th Avenue S#230Nashville,TN 37210(615)200-0788(Address,including zip code,and telephone number,includingarea code,of registrants principal executive offices)Copy to:Morrison C.Warre

4、n,Esq.,James Audette,Esq.,Chapman and Cutler LLP320 South Canal StreetChicago,IL 60606(312)845-3484 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of thisRegistration Statement.If any of the securities being registered on this Form are

5、 to be offered on a delayed or continuous basis pursuant to Rule 415under the Securities Act of 1933 check the following box:If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please checkthe following box and list the Securities A

6、ct registration statement number of the earlier effective registration statement for thesame offering:If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effec

7、tive registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.20

8、25/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm2/129 Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated file

9、r,smallerreporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smallerreporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filer Non-accelerated filerSmaller reporting compan

10、y Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the SecuritiesAct.The Registrant hereby

11、 amends this Registration Statement on such date or dates as may be necessary to delay its effectivedate until the Registrant shall file a further amendment which specifically states that this Registration Statement shallthereafter become effective in accordance with Section 8(a)of the Securities Ac

12、t of 1933 or until the Registration Statementshall become effective on such date as the Commission,acting pursuant to said Section 8(a),may determine.2025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125

13、006485/canary-s1a_052125.htm3/129 The information in this Preliminary Prospectus is not complete and may be changed.We may not sell these securities untilthe registration statement filed with the Securities and Exchange Commission is effective.This Preliminary Prospectus isnot an offer to sell these

14、 securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offeror sale is not permitted.Subject to Completion Dated May 21,2025 PROSPECTUS Shares Canary Marinade Solana ETF The Canary Marinade Solana ETF(the“Trust”)is an exchange-traded product that issues s

15、hares of beneficial interest(the“Shares”)that trade on the _(the“Exchange”).The Trusts investment objective is to seek to provide exposure to the priceof Solana(“SOL”)held by the Trust,less the expenses of the Trusts operations and other liabilities.A secondary investmentobjective is for the Trust t

16、o earn additional SOL through the validation of transactions in the SOL networks(the“SolanaNetwork”)proof-of-stake(“PoS”)process.In seeking to achieve its investment objectives,the Trust will hold SOL and establish itsnet asset value(“NAV”)by reference to the CME CF Solana Dollar Reference Rate New

17、York Variant(“Pricing Benchmark”).The Pricing Benchmark is calculated by CF Benchmarks Ltd.(the“Benchmark Provider”)based on an aggregation of executedtrade flow of major SOL trading platforms(“Constituent Platforms”).Canary Capital Group LLC(the“Sponsor”)is the sponsor ofthe Trust,CSC Delaware Trus

18、t Company(the“Trustee”)is the trustee of the Trust,_(“_”or the“TransferAgent”)is the Trusts transfer agent(in such capacity,the“Transfer Agent”)and cash custodian(in such capacity,the“CashCustodian”),and _(the“Custodian”)is the custodian for the Trust,and will hold all of the Trusts SOL on the Trust

19、sbehalf.The Trust is an exchange-traded product.When the Trust sells or redeems its Shares,it will do so in blocks of _ Shares(a“Basket”)based on the quantity of SOL attributable to each Share of the Trust(net of accrued but unpaid expenses and liabilities).For a subscription for Shares,the subscrip

20、tion shall be in the amount of cash needed to purchase the amount of SOL represented bythe Basket being created,as calculated by the Administrator(as defined below).For a redemption of Shares,the Sponsor shallarrange for the SOL represented by the Basket to be sold and the cash proceeds distributed.

21、Financial firms that are authorized topurchase or redeem Shares with the Trust(known as“Authorized Participants”)will deliver,or facilitate the delivery of,cash to theTrusts account with the Cash Custodian in exchange for Shares when they purchase Shares,and the Trust will deliver cash to suchAuthor

22、ized Participants when they redeem Shares with the Trust.Shares initially comprising the same Basket but offered by theAuthorized Participants to the public at different times may have different offering prices,which depend on various factors,including the supply and demand for Shares,the value of t

23、he Trusts assets,and market conditions at the time of a transaction.Owners of the beneficial interests of Shares(“Shareholders”)who buy or sell Shares during the day from their broker on thesecondary market may do so at a premium or discount relative to the per Share net asset value of the Trust.Sha

24、reholders who decide to buy or sell Shares of the Trust will place their trade orders through their brokers and will incurcustomary brokerage commissions and charges.Prior to this offering,there has been no public market for the Shares.The Sharesare expected to be listed for trading,subject to notic

25、e of issuance,on the Exchange under the ticker symbol“_.”The offering of an indeterminate amount of the Trusts Shares is registered with the Securities and Exchange Commission(the“SEC”)in accordance with the Securities Act of 1933,as amended(the“1933 Act”).The offering is intended to be a continuous

26、offering.The Trust is not a fund registered under the Investment Company Act of 1940,as amended(the“1940 Act”),and is notsubject to regulation under the 1940 Act.Investors in the Trust will not,therefore,receive the regulatory protections afforded byfunds registered under the 1940 Act.The Sponsor is

27、 not an“Investment Adviser”(as defined in Section 202(a)(11)of theInvestment Advisers Act of 1940,as amended(the“Advisers Act”),and therefore the Sponsors provision of services to the Trustwill not be governed by the Advisers Act and is not subject to a fiduciary standard of care.The Trust is not a

28、commodity pool forpurposes of the Commodity Exchange Act of 1936,as amended(the“CEA”),and the Sponsor is not subject to regulation by theCommodity Futures Trading Commission(the“CFTC”)as a commodity pool operator or a commodity trading advisor.Shareholders in the Trust will not benefit from the prot

29、ections afforded to investors in SOL futures contracts on regulated futuresmarkets.The Trusts Shares are neither interests in nor obligations of the Sponsor or the Trustee.On _,202_,_(the“Seed Capital Investor”),an affiliate of the Sponsor,purchased one(1)Share at a per-Share price of$_(the“Seed Sha

30、re”).Delivery of the Seed Share was made on _,202_.Total proceeds to the Trust from the sale of the SeedShare were$_.On _,202_,the Seed Share was redeemed for cash and the Seed Capital Investor purchased _ Shares at a2025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_05

31、2125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm4/129per-Share price of$_(the“Seed Baskets”).Total proceeds to the Trust from the sale of the Seed Baskets were$_.On _,202_,the Trust purchased _ SOL with the proceeds of the Seed Baskets.As of the date of

32、 the Prospectus,these _Sharesrepresent all of the outstanding Shares.The Seed Capital Investor will act as a statutory underwriter in connection with the SeedBaskets.See“Seed Capital Investor”for additional information.The price of the Seed Share and the Seed Baskets was determined as described here

33、in and such Shares could be sold atdifferent prices if sold by the Seed Capital Investor at different times.AN INVESTMENT IN THE TRUST INVOLVES SIGNIFICANT RISKS AND MAY NOT BE SUITABLE FORSHAREHOLDERS WHO ARE NOT IN A POSITION TO ACCEPT MORE RISK THAN MAY BE INVOLVED WITHEXCHANGE-TRADED PRODUCTS TH

34、AT DO NOT HOLD SOL.THE SHARES ARE SPECULATIVE SECURITIES.THEIR PURCHASE INVOLVES A HIGH DEGREE OF RISK AND YOU COULD LOSE YOUR ENTIREINVESTMENT.YOU SHOULD CONSIDER ALL RISK FACTORS BEFORE INVESTING IN THE TRUST.PLEASEREFER TO“RISK FACTORS”BEGINNING ON PAGE _.THE SHARES OF THE TRUST ARE NEITHER INTER

35、ESTS IN NOR OBLIGATIONS OF THE SPONSOR,THETRUSTEE,THE ADMINISTRATOR,THE TRANSFER AGENT,THE DISTRIBUTOR,THE CUSTODIAN OR ANY OFTHEIR RESPECTIVE AFFILIATES.THE SHARES ARE NOT INSURED OR GUARANTEED BY THE FEDERALDEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.2025/5/22 10:19sec.gov/Archi

36、ves/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm5/129 NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OFTHE SECURITIES OFFERED IN THIS PROSPECTUS,OR DETERMINED IF THI

37、S PROSPECTUS IS TRUTHFULOR COMPLETE.ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.THE TRUST IS AN“EMERGING GROWTH COMPANY”AS THAT TERM IS USED IN THE JUMPSTART OURBUSINESS STARTUPS ACT OF 2012 AND,AS SUCH,MAY ELECT TO COMPLY WITH CERTAIN REDUCEDREPORTING REQUIREMENTS.The date of this Pros

38、pectus is _,202_ 2025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm6/129 TABLE OF CONTENTSPage STATEMENT REGARDING FORWARD-LOOKING STATEMENTSiiPROSPECTUS SUMMARY1SOL,SOL MA

39、RKETS AND REGULATION OF SOL12THE TRUST AND SOL PRICES65CALCULATION OF NAV69ADDITIONAL INFORMATION ABOUT THE TRUST71THE TRUSTS SERVICE PROVIDERS75CUSTODY OF THE TRUSTS ASSETS78FORM OF SHARES79TRANSFER OF SHARES80SEED CAPITAL INVESTOR80PLAN OF DISTRIBUTION81CREATION AND REDEMPTION OF SHARES82USE OF PR

40、OCEEDS87OWNERSHIP OR BENEFICIAL INTEREST IN THE TRUST88CONFLICTS OF INTEREST88DUTIES OF THE SPONSOR90LIABILITY AND INDEMNIFICATION91PROVISIONS OF LAW94MANAGEMENT;VOTING BY SHAREHOLDERS94BOOKS AND RECORDS95STATEMENTS,FILINGS,AND REPORTS TO SHAREHOLDERS95FISCAL YEAR96GOVERNING LAW;CONSENT TO DELAWARE

41、JURISDICTION96LEGAL MATTERS96EXPERTS96MATERIAL CONTRACTS96UNITED STATES FEDERAL INCOME TAX CONSEQUENCES102PURCHASES BY EMPLOYEE BENEFIT PLANS106INFORMATION YOU SHOULD KNOW107INTELLECTUAL PROPERTY108WHERE YOU CAN FIND MORE INFORMATION108PRIVACY POLICY108REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNT

42、ING FIRM109 2025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm7/129 This Prospectus contains information you should consider when making an investment decision about the Sh

43、ares of theTrust.You may rely on the information contained in this Prospectus.The Trust and the Sponsor have not authorized any person toprovide you with different information and,if anyone provides you with different or inconsistent information,you should not relyon it.This Prospectus is not an off

44、er to sell the Shares in any jurisdiction where the offer or sale of the Shares is not permitted.The Shares of the Trust are not registered for public sale in any jurisdiction other than the United States.i2025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhtt

45、ps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm8/129 STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Prospectus includes“forward-looking statements”that generally relate to future events or future performance.Insome cases,you can identify forward-looking stat

46、ements by terminology such as“may,”“will,”“should,”“expect,”“plan,”“anticipate,”“believe,”“estimate,”“predict,”“potential”or the negative of these terms or other comparable terminology.Allstatements(other than statements of historical fact)included in this Prospectus that address activities,events o

47、r developments thatwill or may occur in the future,including such matters as movements in the digital asset markets and indexes that track suchmovements,the Trusts operations,the Sponsors plans and references to the Trusts future success and other similar matters,areforward-looking statements.These

48、statements are only predictions.Actual events or results may differ materially.These statementsare based upon certain assumptions and analyses the Sponsor has made based on its perception of historical trends,currentconditions and expected future developments,as well as other factors appropriate in

49、the circumstances.Whether or not actual results and developments will conform to the Sponsors expectations and predictions,however,issubject to a number of risks and uncertainties,including the special considerations discussed in this Prospectus,general economic,market and business conditions,change

50、s in laws or regulations,including those concerning taxes,made by governmentalauthorities or regulatory bodies,and other world economic and political developments.Consequently,all the forward-lookingstatements made in this Prospectus are qualified by these cautionary statements,and there can be no a

51、ssurance that actual results ordevelopments the Sponsor anticipates will be realized or,even if substantially realized,that they will result in the expectedconsequences to,or have the expected effects on,the Trusts operations or the value of its Shares.Should one or more of these risks discussed in“

52、Risk Factors”or other uncertainties materialize,or should underlyingassumptions prove incorrect,actual outcomes may vary materially from those described in forward-looking statements.Forward-looking statements are made based on the Sponsors beliefs,estimates and opinions on the date the statements a

53、re made andneither the Trust nor the Sponsor is under a duty or undertakes an obligation to update forward-looking statements if these beliefs,estimates and opinions or other circumstances should change,other than as required by applicable laws.Moreover,neither theTrust,the Sponsor,nor any other per

54、son assumes responsibility for the accuracy and completeness of any of these forward-lookingstatements.Investors are therefore cautioned against placing undue reliance on forward-looking statements.ii2025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/ww

55、w.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm9/129 PROSPECTUS SUMMARY This is only a summary of the Prospectus and,while it contains material information about the Trust and its Shares,itdoes not contain or summarize all of the information about the Trust and the Sha

56、res contained in this Prospectus that ismaterial and/or which may be important to you.You should read this entire Prospectus before making an investment decisionabout the Shares.Overview of the Trust The Canary Marinade Solana ETF(the“Trust”)is an exchange-traded fund that issues shares of beneficia

57、l interest(the“Shares”)that seeks to list and trade on the _(the“Exchange”).The Trusts investment objective is to seek to provideexposure to the price of Solana(“SOL”)held by the Trust,less the expenses of the Trusts operations and other liabilities.Asecondary investment objective is for the Trust t

58、o earn additional SOL through the validation of transactions in the SOLnetworks(the“Solana Network”)proof-of-stake(“PoS”)process.In seeking to achieve its investment objectives,the Trust willhold SOL and establish its net asset value(“NAV”)by reference to the CME CF Solana Dollar Reference Rate New

59、YorkVariant(“Pricing Benchmark”).The Trust is sponsored by Canary Capital Group LLC(the“Sponsor”),a wholly ownedsubsidiary of Canary Capital Group Inc.The Trust intends to provide direct exposure to the price of SOL held by the Trust with _(“_”or the“Custodian”).The Custodian is chartered as a New Y

60、ork State limited liability trust company that provides custody services fordigital assets.The Custodian is not insured by the Federal Deposit Insurance Corporation(the“FDIC”)but carries insuranceprovided by private insurance carriers.The net assets of the Trust and its Shares are valued on a daily

61、basis with reference to thePricing Benchmark,a standardized reference rate published by CF Benchmarks Ltd.(the“Benchmark Provider”)that isdesigned to reflect the performance of SOL in U.S.dollars.The Pricing Benchmark is calculated by the Benchmark Providerbased on an aggregation of executed trade f

62、low of major SOL trading platforms(“Constituent Platforms”).The PricingBenchmark is calculated as of 4:00 p.m.Eastern time(“ET”).SOL is a digital asset.Like all digital assets,buying,holding and selling SOL is very different from buying,holdingand selling more conventional investments like stocks an

63、d bonds.Stocks represent ownership in a company,entitlingshareholders to a portion of the companys profits.Bonds are debt instruments issued by corporations or governments,wherethe bondholder is a creditor to the issuer that is generally entitled to a stream of income payments.Ownership of stocks an

64、dbonds is typically recorded through a centralized system managed by brokers,custodians or clearinghouses.Ownership of SOLdoes not entitle its holders to any portion of a companys profits or any stream of income payments.SOL is a decentralizeddigital asset and ownership of it is reflected on a decen

65、tralized ledger.The Trust provides investors with the opportunity to access the market for SOL through a traditional brokerage accountwithout the potential barriers to entry or risks involved with acquiring and holding SOL directly.The Trust will not usederivatives that could subject the Trust to ad

66、ditional counterparty and credit risks.The Sponsor believes that the design of theTrust will enable certain investors to more effectively and efficiently implement strategic and tactical asset allocation strategiesthat use SOL by investing in the Shares rather than purchasing,holding and trading SOL

67、 directly.The Shareholders of the Trust take no part in the management or control,and have no voice in,the Trusts operationsor business.Except in limited circumstances,Shareholders will have no voting rights under the Trust Agreement(as definedbelow).The Trust,the Sponsor and the Trusts service prov

68、iders will not loan or pledge the Trusts assets,nor will the Trustsassets,which include staked assets,serve as collateral for any loan or similar arrangement.The Trust will not utilize leverage,derivatives or any similar arrangements in seeking to meet its investmentobjectives.12025/5/22 10:19sec.go

69、v/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm10/129 The Trust intends to stake a portion of the Trusts assets through one or more staking infrastructure providers(each a“Staking Provider”)

70、.Sous Vide Ltd.(“Marinade Finance”)is expected to be the exclusive Staking Provider for at least two(2)years from the date upon which the Trust first trades.The Trust will stake the Trusts SOL on the Solana Network using asoftware protocol provided by Marinade Finance that connects the Trust to a po

71、ol of verified validator nodes on the SolanaNetwork for automated SOL staking optimization.As a result of any staking activity in which the Trust may engage,the Trustexpects to receive certain staking rewards of SOL,which may be treated for federal income tax purposes as income to the Trust(see _ fo

72、r further description of the tax implications of the activities of the Trust to an investor).The Staking Providerexercises no discretion as to the amount the Trusts SOL to be staked or timing of the staking activities.The Custodian willmaintain exclusive possession and control of the private keys as

73、sociated with any staked SOL at all times.Staking activity onthe Solana Network involves the delegation of SOL to validators and carries certain risks.While the Solana Network does notcurrently implement slashing,meaning staked SOL is not subject to automatic penalties for validator misbehavior,ther

74、e is noguarantee that slashing or similar punitive mechanisms will not be implemented in the future.Additionally,the staking processincludes protocol-defined warm-up,activation and withdrawal periods,during which delegated SOL is temporarily locked andinaccessible.These phases affect when SOL begins

75、 earning rewards,participates in consensus and becomes available fortransfer or redelegation.The description and considerations related to staking are discussed more fully in“Principal RisksRisks Associated with SOL and the Solana Network.”SOL and the Solana Network SOL is a digital asset that is cr

76、eated and transmitted through the operations of a peer-to-peer,decentralized network ofcomputers that operates on cryptographic protocols(the“Solana Network”).No single entity is known to own or operate theSolana Network,the infrastructure of which is understood to be collectively maintained by a de

77、centralized user base.The SolanaNetwork allows people to exchange tokens of value,called SOL,which are recorded on a public transaction ledger known as ablockchain.SOL can be used to pay for goods and services,including computational power on the Solana Network,or it can beconverted to fiat currenci

78、es,such as the U.S.dollar,at rates determined on digital asset trading platforms or in individual end-user-to-end-user transactions under a barter system.Furthermore,the Solana Network was designed to allow users to write andimplement smart contractsthat is,general-purpose code that executes on ever

79、y computer in the network and can instruct thetransmission of information and value based on a sophisticated set of logical conditions.Using smart contracts,users can createmarkets,store registries of debts or promises,represent the ownership of property,move funds in accordance with conditionalinst

80、ructions and create digital assets other than SOL on the Solana Network.Smart contract operations are executed on theSolana Blockchain in exchange for payment of SOL.Like the Ethereum network,the Solana Network is one of a number ofprojects intended to expand blockchain use beyond just a peer-to-pee

81、r money system.The Solana protocol introduced the Proof-of-History(“PoH”)timestamping mechanism.PoH automatically orders on-chain transactions by creating a historical record that proves an event has occurred at a specific moment in time.PoH is intendedto provide a transaction processing speed and c

82、apacity advantage over other blockchain networks like Bitcoin and Ethereum,which rely on sequential production of blocks and can lead to delays caused by validator confirmations.PoH is a new blockchaintechnology that is not widely used.PoH may not function as intended.For example,it may require more

83、 specialized equipmentto participate in the network and fail to attract a significant number of users,or may be subject to outages or fail to function asintended.In addition,there may be flaws in the cryptography underlying PoH,including flaws that affect functionality of theSolana Network or make t

84、he network vulnerable to attack.In addition to the PoH mechanism described above,the Solana Network uses a proof-of-stake consensus mechanism toincentivize SOL holders to validate transactions.Unlike proof-of-work,in which miners expend computational resources tocompete to validate transactions and

85、are rewarded coins in proportion to the amount of computational resources expended,inproof-of-stake,validators risk or“stake”coins to compete to be randomly selected to validate transactions and are rewardedcoins in proportion to the amount of coins staked.While the Solana Network does not currently

86、 implement slashing,meaningstaked SOL is not subject to automatic penalties for validator misbehavior,there is no guarantee that slashing or similar punitivemechanisms will not be implemented in the future.Proof-of-stake is viewed as more energy efficient and scalable than proof-of-work and is somet

87、imes referred to as“virtual mining.”The Solana protocol was first conceived by Anatoly Yakovenko in a 2017 whitepaper.Development of the SolanaNetwork is overseen by the Solana Foundation,a Swiss non-profit organization,and Solana Labs,Inc.(“Solana Labs”),aDelaware corporation,which administered the

88、 original network launch and token distribution.22025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm11/129 Although Solana Labs and the Solana Foundation continue to exert s

89、ignificant influence over the direction of thedevelopment of Solana,the Solana Network,like the Ethereum network,is believed to be decentralized and does not requiregovernmental authorities or financial institution intermediaries to create,transmit or determine the value of SOL.The Sponsor believes

90、that certain factors have combined to improve the efficiency of the SOL market,creating adynamic,institutional-quality,two-sided market.For more information on SOL and the Solana Network,see“SOL,SOLMarkets,and Regulation of SOL”below.The Trusts Investment Objectives The Trusts investment objective i

91、s to seek to track the performance of SOL,as measured by the Pricing Benchmark,adjusted for the Trusts expenses and other liabilities.A secondary investment objective is for the Trust to earn additional SOLthrough the validation of transactions in the Solana Networks PoS process.In seeking to achiev

92、e its investment objectives,theTrust will hold SOL and will value its Shares daily as of 4:00 p.m.Eastern time(“EST”)using the same methodology used tocalculate the Pricing Benchmark.All of the Trusts SOL,including staked SOL,will be held by the Custodian.The CME CF Solana Dollar Reference Rate New

93、York Variant The Pricing Benchmark was designed to provide a daily,4:00 p.m.ET reference rate of the U.S.dollar price of oneSOL that may be used to develop financial products.The Pricing Benchmark uses the same methodology as the CME CF Solana Dollar Reference Rate(“SRR”).The only material differenc

94、e between the Pricing Benchmark and the SRR is that the SRRmeasures the U.S.dollar price of one SOL as of 4:00 p.m.London time and the Pricing Benchmark measures the U.S.dollarprice of one SOL as of 4:00 p.m.ET.The CME Group also publishes the CME CF Solana Dollar Real Time Index(the“CMESOL Real Tim

95、e Price”),which is a continuous measure of the U.S.dollar price of one SOL calculated once per second.Each ofthe Pricing Benchmark,the SRR and the CME SOL Real Time Price is representative of the SOL trading activity on theConstituent Platforms,which include,as of the date of this Prospectus,Coinbas

96、e,Gemini and Kraken.For more information onthe Pricing Benchmark,the SRR and the CME SOL Real Time Price,see“The Trust and SOL Prices”below.The Trust uses the Pricing Benchmark to calculate its daily NAV and utilizes the CME SOL Real Time Price tocalculate an Indicative Trust Value(the“ITV”).The ITV

97、 is intended to provide additional information not otherwise available tothe public that may be useful to investors and market professionals in connection with the trading of the Shares on the Exchange.It is calculated by using the prior days holdings at close of business and the most recently repor

98、ted price level of the CME SOLReal Time Price.The ITV will be disseminated on a per-Share basis every 15 seconds during regular Exchange trading hours of9:30 a.m.to 4:00 p.m.ET.Summary of Risk Factors An investment in the Trust involves risks described in the section below entitled“Risk Factors”and

99、elsewhere in thisProspectus.Some of these risks are summarized below.Risks associated with SOL and the Solana Network SOL is a relatively new technological innovation with a limited history.There is no assurance that usage of the SolanaNetwork or SOL will continue to grow.A contraction in the use or

100、 adoption of SOL may result in increased volatility or areduction in the price of SOL,which could adversely impact the value of the Shares.Sales of SOL that have been newlyreleased from escrow may cause the price of SOL to decline,which could negatively affect an investment in the Shares.SOLmarkets

101、have a limited history,SOL trading prices have exhibited high levels of volatility,and in some cases such volatility hasbeen sudden and extreme.Because of such volatility,Shareholders could lose all or substantially all of their investment in theTrust.Regulation of the use of SOL and the Solana Netw

102、ork continues to evolve both in the United States and in foreignjurisdictions,which may restrict the use of SOL or otherwise impact the demand for SOL.Disruptions at digital asset tradingplatforms could adversely affect the availability of SOL and the ability of Authorized Participants to purchase o

103、r sell SOL and,therefore,their ability to create and redeem Shares.32025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm12/129 Spot markets on which SOL trades are relatively

104、 new and largely unregulated or may not be complying with existingregulations and,therefore,may be more exposed to fraud and security breaches than established,regulated exchanges for otherfinancial assets or instruments,which could have a negative impact on the performance of the Trust.Disruptions

105、at SOL spotmarkets,futures markets and in the over-the-counter(“OTC”)markets could adversely affect the availability of SOL and theability of Authorized Participants(as defined below)to purchase or sell SOL or SOL derivatives(or provide cash in relationthereto)and therefore their ability to create a

106、nd redeem Shares of the Trust.The loss or destruction of certain“private keys,”including by the Custodian,could prevent the Trust from accessing its SOL.Loss of these private keys may be irreversible andcould result in the loss of all or substantially all of an investment in the Trust.Loss of privat

107、e keys may also impede the Trustsability to operate,including by limiting the Trusts ability to transfer SOL in the face of a redemption request and forcing theTrust to consider liquidation.Risks Associated with the Pricing Benchmark The failure of the Pricing Benchmark methodology to measure the ac

108、tual price of SOL could have an adverse effect onthe Trust and on the value of an investment in the Trust.In addition,the price of SOL as calculated by the Pricing Benchmarkmethodology may differ from the price of SOL calculated by other methodologies and the price of SOL on any single spotmarket.Ri

109、sks Associated with Investing in the Trust Shareholders may choose to use the Trust as a means of investing indirectly in SOL.As noted,there are significantrisks and hazards inherent in the SOL market that may cause the price of SOL to fluctuate widely.Shareholders considering apurchase of Shares of

110、 the Trust should carefully consider what percentage of their total assets should be exposed to the SOLmarket,and should fully understand,be willing to assume,and have the financial resources necessary to withstand,the risksinvolved in the Trusts investment strategy,and be in a position to bear the

111、potential loss of their entire investment in the Trust.Because the value of SOL,and thus the value of the Shares,may be extremely volatile,Shareholders will need to monitor theirinvestment frequently.There is no assurance that the Trust will generate a profit for investors.In addition,an actual or p

112、erceived breach of theTrusts account with the Custodian could harm the Trusts operations,result in partial or total loss of the Trusts assets,damagethe Trusts reputation and negatively affect the market perception of the effectiveness of the Trust,all of which could in turnreduce demand for the Shar

113、es,resulting in a reduction in the price of the Shares.The Trust may also cease operations,theoccurrence of which could similarly result in a reduction in the price of the Shares.Any investment made in the Trust may resultin a total loss of the investment.The Trusts net return will not match the per

114、formance of the Pricing Benchmark because the Trust incurs operatingexpenses and other fees and liabilities.Moreover,the net asset value(“NAV”)of the Trust may deviate from the market price ofits Shares for a number of reasons,including price volatility,trading activity,normal trading hours for the

115、Trust,the calculationmethodology of the NAV,and/or the closing of SOL trading platforms due to fraud,failure,security breaches or otherwise.Shareholders of the Trust should not expect to receive the economic benefit of any“fork”of the Solana Network orasset“air dropped”to holders of SOL.The Sponsor

116、will cause the Trust to irrevocably abandon any digital asset resulting froma fork in the Solana Network(other than what the Sponsor determines to be SOL)or any air drop.If the Trust were to changethis policy,the Trust would need to seek and obtain certain regulatory approvals,including an amendment

117、 to the Trustsregistration statement of which this Prospectus is a part and approval of an application by the Exchange to amend its listingrules.Pricing Information Available on the Exchange and Other Sources The current market price per Share(symbol:“_”)will be published continuously as trades occu

118、r throughout eachtrading day on the consolidated tape by market data vendors.42025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm13/129 The Indicative Trust Value(the“ITV”)p

119、er Share will be published by the Exchange once every 15 seconds throughouteach trading day on the consolidated tape by market data vendors.The website for the Trust,www.canary.capital,or any successor thereto,which will be publicly accessible at no charge,will contain the following information:(a)t

120、he prior business days NAV;(b)the prior business days official closing price;(c)calculation of the premium or discount of such Exchanges official closing price against such NAV;(d)data in chart formdisplaying the frequency distribution of discounts and premiums of the Exchanges official closing pric

121、e against the NAV,within appropriate ranges for each of the four previous calendar quarters(or for the life of the Trust,if shorter);(e)theProspectus;and(f)other applicable quantitative information.The Trust will also disseminate the Trusts holdings on a dailybasis on the Trusts website.The NAV for

122、the Trust will be calculated by the Administrator once a day and will be disseminateddaily to all market participants at the same time.Quotation and last sale information regarding the Shares will be disseminatedthrough the facilities of the consolidated tape.Any adjustments made to the Pricing Benc

123、hmark will be published on _ website at _.The intra-day levels and closing levels of the Pricing Benchmark are published by the Benchmark Provider,and theclosing NAV is published by the Administrator(as defined below).The Shares are not issued,sponsored,endorsed,sold or promoted by the Exchange,and

124、the Exchange makes norepresentation regarding the advisability of investing in the Shares.The Benchmark Provider makes no warranty,express or implied,as to the results to be obtained by any person orentity from the use of the Pricing Benchmark for any purpose.Pricing Benchmark information and any ot

125、her data calculatedand/or disseminated,in whole or part,by the Benchmark Provider is for informational purposes only,not intended for tradingpurposes,and provided on an“as is”basis.The Benchmark Provider does not warrant that the Pricing Benchmark informationwill be uninterrupted or error-free,or th

126、at defects will be corrected.The Benchmark Provider also does not recommend or makeany representation as to possible benefits from any securities or investments,or third-party products or services.Shareholdersshould undertake their own due diligence regarding securities and investment practices.For

127、more information on the Pricing Benchmark and the Benchmark Provider,see“The Trust and SOL Prices”below.The Trusts Legal Structure The Trust is a Delaware statutory trust,formed on _,20_,pursuant to the Delaware Statutory Trust Act.TheTrust continuously issues common shares representing fractional u

128、ndivided beneficial interest in and ownership of the Trustthat may be purchased and sold on the Exchange.The Trust will operate pursuant to a Trust Agreement,as amended and/orrestated from time to time(the“Trust Agreement”).CSC Delaware Trust Company,a Delaware trust company,is the trusteeof the Tru

129、st(the“Trustee”).The Trust is managed and controlled by the Sponsor.The Sponsor is a limited liability companyformed in the state of Delaware on September 12,2024.The Trusts Service Providers The Sponsor The Sponsor,Canary Capital Group LLC,arranged for the creation of the Trust and is responsible f

130、or the ongoingregistration of the Shares for their public offering in the United States and the listing of Shares on the Exchange.The Sponsorsprincipal address is 1131 4th Avenue S#230,Nashville,TN 37210.The Sponsor will develop a marketing plan for the Trust,will prepare marketing materials regardi

131、ng the Shares of the Trust,and will exercise the marketing plan of the Trust on anongoing basis.The Sponsor has agreed to pay all normal operating expenses except for Extraordinary Expenses(defined below)out of the Sponsors unified fee.52025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125

132、006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm14/129 The Trustee The Trustee,CSC Delaware Trust Company,a Delaware trust company,acts as the trustee of the Trust in accordancewith the Declaration of Trust and as required by the Del

133、aware Statutory Trust Act to create a Delaware statutory trust.The Administrator _,serves as the Trusts administrator(the“Administrator”).The Administrators principal address is _.Underthe Administration Agreement,the Administrator provides necessary administrative,tax and accounting services and fi

134、nancialreporting for the maintenance and operations of the Trust,including valuing the Trusts SOL and calculating the NAV per Shareof the Trust and the NAV of the Trust and supplying pricing information to the Sponsor for the relevant website.In addition,theAdministrator makes available the office s

135、pace,equipment,personnel and facilities required to provide such services.The Transfer Agent _ serves as the transfer agent for the Trust.The Transfer Agent:(1)facilitates the issuance and redemption ofShares of the Trust;(2)responds to correspondence by Shareholders and others relating to its dutie

136、s;(3)maintains Shareholderaccounts;and(4)makes periodic reports to the Trust.The Trusts Transfer Agent will facilitate the settlement of Shares inresponse to the placement of creation orders and redemption orders from financial firms that are authorized to purchase orredeem Shares with the Trust(“Au

137、thorized Participants”).The Custodian _,serves as the Trusts SOL custodian.The Custodians principal address is _.Under the Custodial ServicesAgreement,the Custodian is responsible for safekeeping all of the SOL owned by the Trust.The Custodian was selected by theSponsor.The Sponsor is responsible fo

138、r opening an account with the Custodian that holds the Trusts SOL(the“SOLAccount”),as well as facilitating the transfer or sale of SOL required for the operation of the Trust.The Cash Custodian _ also serves as the cash custodian for the Trust.The Cash Custodian is responsible for safekeeping all ca

139、sh andother non-SOL assets of the Trust.The Staking Provider Marinade Finance is expected to serve as the exclusive Staking Provider for the Trust for at least two(2)years fromthe date upon which the Trust first trades.Marinade Finance is responsible for providing the software protocol that allows t

140、heTrust to connect to a pool of verified validator nodes on the Solana Network for automated SOL staking optimization.The Distributor _(“_”or the“Distributor”),is responsible for reviewing and approving the marketing materials prepared bythe Sponsor for compliance with applicable SEC and the Financi

141、al Industry Regulatory Authority,Inc.(“FINRA”)advertisinglaws,rules,and regulations pursuant to a marketing agreement with the Trust.The principal business address of theDistributor is _.The Distributor is a broker-dealer registered under the Securities Exchange Act of 1934(the“1934 Act”)and a membe

142、r of FINRA.Pricing Benchmark Services _ is responsible for oversight of the _._ is the third-party,independent calculation agent for the PricingBenchmark.SOL Trading Counterparties The Trust buys and sells SOL through SOL trading counterparties selected by the Sponsor(not any AuthorizedParticipant).

143、The Trust does not currently intend to engage a prime broker or other liquidity provider providing similarservices.As of _,the Trust has entered into agreements with each of _,_,_ and _ to serve as an SOLtrading counterparty to the Trust.Neither the Sponsor nor the Trust is under any obligation to d

144、irect the Trusts SOL tradeorders to any particular SOL trading counterparty.The Sponsor will not place orders with any affiliated SOL tradingcounterparty.Each of these SOL trading counterparties is,and any other trading counterparty the Trust places orders with inthe future will be,subject to U.S.fe

145、deral and/or state licensing requirements or similar laws in non-U.S.jurisdictions and2025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm15/129maintains practices and polici

146、es designed to comply with anti-money laundering(“AML”)and know-your-customer(“KYC”)regulations or similar laws in non-U.S.jurisdictions.62025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canar

147、y-s1a_052125.htm16/129 The Trusts Fees and Expenses The Trust will pay the Sponsor an annual unified fee of _%of the Trusts SOL Holdings(the“Sponsor Fee”).TheTrusts“SOL Holdings”is the quantity of the Trusts SOL plus any cash or other assets held by the Trust represented in SOL ascalculated using th

148、e Pricing Benchmark price,less its liabilities(which include estimated accrued but unpaid fees and expenses)represented in SOL as calculated using the Pricing Benchmark price.The Sponsor Fee is paid by the Trust to the Sponsor ascompensation for services performed under the Trust Agreement.The Admin

149、istrator will calculate the Sponsor Fee in respect ofeach day by reference to the prior days SOL Holdings.Except for periods during which all or a portion of the Sponsor Fee isbeing waived,the Sponsor Fee will accrue daily in SOL and be payable monthly in SOL or cash.To the extent there are any on-c

150、hain transaction fees incurred in connection with the transfers of SOL to pay the Sponsor Fee,the Sponsor,and not the Trust,shall bear such fees.The Sponsor may,at its sole discretion and from time to time,waive all or a portion of the Sponsor Fee forstated periods of time.The Sponsor is under no ob

151、ligation to waive any portion of its fees and any such waiver shall create noobligation to waive any such fees during any period not covered by the waiver.As partial consideration for its receipt of the Sponsor Fee,the Sponsor is obligated under the Trust Agreement toassume and pay all fees and othe

152、r expenses incurred by the Trust in the ordinary course of its affairs,excluding taxes,butincluding:(i)the fees of the Trusts third-party service providers,including,but not limited to,the Distributor,theAdministrator,the Custodian,the Transfer Agent,the Cash Custodian,the Benchmark Provider,and the

153、 Trustee,(ii)the fees andexpenses related to the listing,quotation or trading of the Shares on the Exchange(including customary legal,marketing andaudit fees and expenses),(iii)legal fees and expenses incurred in the ordinary course,(iv)audit fees,(v)regulatory fees,including,if applicable,any fees

154、relating to the registration of the Trust and Shares,including any ongoing filings related to theoffering of Shares,under the 1933 Act or the 1934 Act,(vi)printing and mailing costs,(vii)costs of maintaining the Trustswebsite and(viii)applicable license fees(each,a“Sponsor-paid Expense”and collectiv

155、ely,the“Sponsor-paid Expenses”),provided that any expense that qualifies as an Extraordinary Expense(as defined below)will not be deemed to be a Sponsor-paid Expense.There is no cap on the amount of Sponsor-paid Expenses.The Sponsor has also assumed all fees and expensesrelated to the organization a

156、nd offering of the Trust and the Shares.The Trust may incur certain extraordinary,nonrecurring expenses that are not Sponsor-paid Expenses,including,butnot limited to,brokerage and transaction costs associated with the sale or transfer of SOL,taxes and governmental charges,expenses and costs of any

157、extraordinary services performed by the Sponsor(or any other service provider)on behalf of the Trustto protect the Trust,the Trusts assets,or the interests of Shareholders,any indemnification of the Custodian or other agents,service providers or counterparties of the Trust,and extraordinary legal fe

158、es and expenses,including any legal fees andexpenses incurred in connection with litigation,regulatory enforcement or investigation matters(collectively,“ExtraordinaryExpenses”).To the extent on-chain transaction fees are incurred in connection with transfers or sales of SOL to payExtraordinary Expe

159、nses,the Trust will bear such fees.To the extent it does not have cash readily available,the Sponsor will cause the transfer or sale of SOL in such quantityas may be necessary to permit the payment of Trust expenses and liabilities not assumed by the Sponsor or for payment of cashredemption proceeds

160、 to Authorized Participants.The Trust will seek to transfer or sell SOL at such times and in the smallestamounts required to permit such payments as they become due.With respect to transfers or sales necessary to pay Trustexpenses and liabilities that are denominated other than in SOL,the amount of

161、SOL transferred or sold may vary from time totime depending on the actual sales price of SOL relative to the Trusts expenses and liabilities(e.g.,if the price of SOL falls,theamount of SOL needed to be transferred or sold to pay an expense or liability denominated in U.S.dollars will increase).To th

162、eextent the Trust must buy or sell SOL,the Trust may do so through a third-party digital asset broker or dealer.The Sponsor willselect third party brokers or dealers that it believes have implemented adequate AML,KYC and other legal compliance policiesand procedures.72025/5/22 10:19sec.gov/Archives/

163、edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm17/129 Under the terms of each Authorized Participant Agreement,the Authorized Participants will be responsible for anybrokerage or transaction costs asso

164、ciated with the sale or transfer of SOL incurred in connection with the fulfillment of acreation or redemption order.Custody of the Trusts Assets The Trusts Custodian will maintain custody of all of the Trusts SOL,which will be held in a segregated account in thename of the Trust on the Custodians b

165、ooks and records.The Custodian will maintain the Trusts SOL in omnibus wallets alongwith the assets of other customers of the Custodian,and the Trusts SOL will be treated as fungible with the SOL of othercustomers of the Custodian.A portion of the SOL is held in hot storage,which requires private ke

166、ys to be held online on theCustodians intranet,where they are more accessible and can be used for more efficient SOL transfers.A majority of the SOLheld by the Custodian is held in offline(“cold”)storage,and the Custodian is solely responsible for managing the allocation ofSOL in hot and cold storag

167、e and does not publicly disclose what percentage of SOL is held in cold storage.The Trust,as clientof the Custodian,performs regular diligence of operational practices of the Custodian,including practices related to theallocation of assets held in cold or hot storage.Within such omnibus hot and cold

168、 wallets,the Custodian has represented to the Sponsor that it keeps asubstantial majority of assets in cold wallets(generally targeting greater than 98%),to promote security,while the balance ofassets is kept in hot wallets to facilitate timely withdrawals.The Custodian has represented to the Sponso

169、r that the percentage ofassets maintained in cold versus hot storage including target percentages may change over time and is determined by ongoingrisk analysis and market dynamics,in which the Custodian balances anticipated liquidity needs for its customers as a classagainst the anticipated greater

170、 security of cold storage.The Sponsor has no control over the percentage of SOL that theCustodian maintains in omnibus cold wallets versus omnibus hot wallets.Cold storage is a safeguarding method with multiple layers of protections and protocols,by which the private key(s)corresponding to the Trust

171、s SOL is(are)generated and stored in an offline manner.When the Custodian transfers SOL fromcold storage to a hot wallet,it does so by sending SOL over the Solana Network.Private keys are generated on devices that arenot and never have been connected to the internet so that they are resistant to bei

172、ng hacked.The Custodian has multiple,redundant cold storage sites,which are geographically distributed including sites within the United States.Cold storagelocations of the Custodian are monitored by 24x7 on-site security,video surveillance and alarms,and hardened room structures,and access to these

173、 facilities is controlled by multi-person controls,multi-team access rules,and multi-factor authentication.Theprivate keys related to the Trusts SOL are not accessible to any person or entity except the Custodian,including the Sponsor.The Sponsor and the Trusts service providers will have the abilit

174、y to verify the existence of the Trusts SOL throughinformation provided from the Custodian.Cold storage of private keys may involve keeping such keys on a non-networked computer or electronic device orstoring the private keys on a storage device or printed medium and deleting the keys from all compu

175、ters.The Custodian mayreceive deposits of SOL but may not send SOL without use of the corresponding private keys.Outbound SOL transfers requirecryptographic signing by the Custodian using private keys,which are protected using high standards of physical,cyber,andoperational controls.The Trust genera

176、lly does not intend to hold cash or cash equivalents except for cash received from AuthorizedParticipants in connection with a creation transaction or cash held by the Trust pending distribution to Authorized Participants ina redemption transaction or payment of Trust expenses.The Trust has entered

177、into a custodian agreement(the“Cash CustodyAgreement”)with the Cash Custodian under which the Cash Custodian acts as custodian of the Trusts cash.The Trust isobligated to convert any cash contributed to SOL as soon as practicable,except to the extent necessary for a redemptiontransaction or to pay e

178、xpenses.82025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm18/129 The Trust may change the custodial arrangements described in this Prospectus at any time without notice to

179、Shareholders.To the extent a change in custodial arrangements is deemed material by the Sponsor,the Trust will notifyShareholders in a Prospectus supplement and/or a current report on Form 8-K or in its annual or quarterly reports.The Shares The Trust will issue Shares,which represent fractional und

180、ivided beneficial interests in and ownership of the Trust.Shares issued by the Trust will be registered in a book entry system and held in the name of Cede&Co.at the facilities of theDepository Trust Company(“DTC”),and one or more global certificates issued by the Trust to DTC will evidence the Shar

181、es.Shareholders may hold their Shares through DTC if they are direct participants in DTC(“DTC Participants”)or indirectlythrough entities(such as broker-dealers)that are DTC Participants.Staked SOL The Trust intends to stake a portion of the Trusts assets through one or more Staking Providers.Marina

182、de Finance isexpected to be the exclusive Staking Provider for at least two(2)years from the date upon which the Trust first trades.The Trustwill stake the Trusts SOL on the Solana Network using a software protocol provided by Marinade Finance that connects theTrust to a pool of verified validator n

183、odes on the Solana Network for automated SOL staking optimization.The Custodian willmaintain exclusive possession and control of the private keys associated with any staked SOL at all times.The staking processincludes protocol-defined warm-up,activation and withdrawal periods,during which delegated

184、SOL is temporarily locked andinaccessible.These phases affect when SOL begins earning rewards,participates in consensus and becomes available for transferor redelegation.Net Asset Value Net Asset Value means the total assets of the Trust including,but not limited to,all SOL and cash less total liabi

185、lities ofthe Trust.The Administrator determines the NAV of the Trust on each day that the Exchange is open for regular trading,aspromptly as practical after 4:00 p.m.EST.The NAV of the Trust is the aggregate value of the Trusts assets less its accrued butunpaid liabilities(which include accrued expe

186、nses).In determining the Trusts NAV,the Administrator values the SOL held bythe Trust based on the price set by the Pricing Benchmark as of 4:00 p.m.EST.The Administrator also determines the NAV perShare.For purposes of the Trusts financial statements,the Trust will utilize a pricing source that is

187、consistent with U.S.Generally Accepted Accounting Principles(“GAAP”),as of the financial statement measurement date,which may result invaluations that differ from the Trusts daily NAV calculations.The Sponsor will determine in its sole discretion the valuationsources and policies used to prepare the

188、 Trusts financial statements in accordance with GAAP.Plan of Distribution The Trust is an exchange-traded product.When the Trust sells or redeems its Shares,it will do so in blocks of Shares(a“Basket”)based on the quantity of SOL attributable to each Share of the Trust(net of accrued but unpaid expe

189、nses andliabilities).For a subscription for Shares,the subscription shall be in the amount of cash needed to purchase the amount of SOLrepresented by the Basket being created,as calculated by the Administrator.For a redemption of Shares,the Sponsor shallarrange for the SOL represented by the Basket

190、to be sold and the cash proceeds distributed.Authorized Participants will deliver,or facilitate the delivery of,cash to the Trusts account with the Cash Custodian in exchange for Shares when they purchaseShares,and the Trust will deliver cash to such Authorized Participants when they redeem Shares w

191、ith the Trust.Further,Authorized Participants will not directly or indirectly purchase,hold,deliver,or receive SOL as part of the creation orredemption process or otherwise direct the Trust or a third party with respect to purchasing,holding,delivering,or receivingSOL as part of the creation or rede

192、mption process.Shares initially comprising the same Basket but offered by the AuthorizedParticipants to the public at different times may have different offering prices,which depend on various factors,including thesupply and demand for Shares,the value of the Trusts assets,and market conditions at t

193、he time of a transaction.Shareholderswho buy or sell Shares during the day from their broker may do so at a premium or discount relative to the NAV of the Sharesof the Trust.92025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/

194、data/2041869/000199937125006485/canary-s1a_052125.htm19/129 As of the date of this Prospectus,the Trust only creates and redeems Shares in exchange for cash.If the Trust were tocreate or redeem shares in exchange for SOL,the Trust would first need to seek certain regulatory approvals,including aname

195、ndment to the Exchanges listing rules and an amendment to the Trusts registration statement of which this Prospectusforms a part.There can be no guarantee that the Trust will be successful in obtaining such regulatory approvals,and the timingof any such approvals is unknown.If the Trust is successfu

196、l in obtaining the necessary regulatory approvals to allow forcreations and redemptions in-kind,the Trust will notify Shareholders in a Prospectus supplement and/or a current report onForm 8-K or in its annual or quarterly reports.Shareholders who decide to buy or sell Shares of the Trust will place

197、 their trade orders through their brokers and willincur customary brokerage commissions and charges.Prior to this offering,there has been no public market for the Shares.TheShares are expected to be listed for trading,subject to notice of issuance,on the Exchange under the ticker symbol“_.”Federal I

198、ncome Tax Considerations It is expected that an owner of Shares will be treated,for U.S.federal income tax purposes,as if they owned aproportionate share of the assets of the Trust.A shareholder will accordingly include in the computation of their taxable incometheir proportionate share of the incom

199、e and expenses realized by the Trust.Each sale or other disposition of SOL by the Trust(including,under current Internal Revenue Service(“IRS”)guidance,the use of SOL to pay expenses of the Trust)will give riseto gain or loss and will therefore constitute a taxable event for some or all of the Share

200、holders.See“United States FederalIncome Tax ConsequencesTaxation of U.S.Shareholders.”Use of Proceeds Proceeds received by the Trust from the issuance of Baskets consist of cash.Deposits of cash are held by the CashCustodian on behalf of the Trust until(i)transferred in connection with the purchase

201、of SOL,(ii)delivered out in connectionwith redemptions of Baskets or(iii)transferred to pay fees due to the Sponsor and Trust expenses and liabilities not assumed bythe Sponsor.When the Trust uses cash proceeds from creation transactions to purchase SOL,the Trust will receive SOL from a thirdparty t

202、hat is not an Authorized Participant.The Trustnot any Authorized Participantis responsible for selecting the thirdparty to deliver the SOL.Furthermore,the third party will not be acting as an agent of any Authorized Participant with respectto the delivery of the SOL to the Trust or acting at the dir

203、ection of any Authorized Participant with respect to the delivery of theSOL to the Trust.The Trust will redeem Shares by delivering SOL to a third party that is not an Authorized Participant.TheTrustnot any Authorized Participantis responsible for selecting the third party to receive the SOL.In addi

204、tion,the thirdparty will not be acting as an agent of any Authorized Participant with respect to the receipt of the SOL from the Trust or actingat the direction of any Authorized Participant with respect to the receipt of the SOL from the Trust.The third party will beunaffiliated with the Trust and

205、the Sponsor.Emerging Growth Company The Trust is an“emerging growth company”as defined in the Jumpstart Our Business Startups Act of 2012(the“JOBSAct”).For as long as the Trust is an emerging growth company,unlike other public companies,it will not be required to,amongother things:(i)provide an audi

206、tors attestation report on managements assessment of the effectiveness of its system of internalcontrol over financial reporting pursuant to Section 404(b)of the Sarbanes-Oxley Act of 2002;or(ii)comply with any newaudit rules adopted by the PCAOB after April 5,2012,unless the SEC determines otherwis

207、e.102025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm20/129 The Trust will cease to be an“emerging growth company”upon the earliest of(i)its having$1.235 billion or more i

208、nannual revenues,(ii)at least$700 million in market value of Shares being held by non-affiliates,(iii)its issuing more than$1.0billion of non-convertible debt over a three-year period or(iv)the last day of the fiscal year following the fifth anniversary of itsinitial public offering.In addition,Sect

209、ion 107 of the JOBS Act also provides that an emerging growth company can take advantage of theextended transition period provided in Section 7(a)(2)(B)of the Securities Act of 1933(the“1933 Act”)for complying with newor revised accounting standards.In other words,an emerging growth company can dela

210、y the adoption of certain accountingstandards until those standards would otherwise apply to private companies.The Trust intends to take advantage of the benefitsof the extended transition period.112025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.

211、sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm21/129 SOL,SOL MARKETS AND REGULATION OF SOL This section of the Prospectus provides a more detailed description of SOL,including:information about the historicaldevelopment of SOL;how a person holds SOL;how to use SOL in tr

212、ansactions;how to trade SOL;the spot markets where SOLcan be bought,held and sold;and the SOL OTC market.SOL SOL is a digital asset that can be transferred among participants on the Solana Network on a peer-to-peer basis via theInternet.Unlike other means of electronic payments,SOL can be transferre

213、d without the use of a central administrator or clearingagency.Because a central party is not necessary to administer SOL transactions or maintain the Solana Network,the termdecentralized is often used in descriptions of SOL.Solana Network Overview SOL is a digital asset that is created and transmit

214、ted through the operations of a peer-to-peer,decentralized network ofcomputers that operates on cryptographic protocols(the“Solana Network”).No single entity is known to own or operate theSolana Network,the infrastructure of which is collectively maintained by what is understood to be a decentralize

215、d user base.TheSolana Network allows people to exchange tokens of value,called SOL,which are recorded on a public transaction ledger knownas a blockchain.SOL can be used to pay for goods and services,including computational power on the Solana Network,or it canbe converted to fiat currencies,such as

216、 the U.S.dollar,at rates determined on digital asset trading platforms or in individual end-user-to-end-user transactions under a barter system.Furthermore,the Solana Network was designed to allow users to write andimplement smart contractsthat is,general-purpose code that executes on every computer

217、 in the network and can instruct thetransmission of information and value based on a sophisticated set of logical conditions.Using smart contracts,users can createmarkets,store registries of debts or promises,represent the ownership of property,move funds in accordance with conditionalinstructions a

218、nd create digital assets other than SOL on the Solana Network.Smart contract operations are executed on the SolanaBlockchain in exchange for payment of SOL.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 sy

219、stem.The Solana protocol introduced the Proof-of-History(“PoH”)timestamping mechanism.PoH automatically orders on-chain transactions by creating a historical record that proves an event has occurred at a specific moment in time.PoH is intended toprovide a transaction processing speed and capacity ad

220、vantage over other blockchain networks like Bitcoin and Ethereum,whichrely on sequential production of blocks and can lead to delays caused by validator confirmations.PoH is a new blockchaintechnology that is not widely used.PoH may not function as intended.For example,it may require more specialize

221、d equipment toparticipate in the network and fail to attract a significant number of users,or may be subject to outages or fail to function asintended.In addition,there may be flaws in the cryptography underlying PoH,including flaws that affect functionality of theSolana Network or make the network

222、vulnerable to attack.In addition to the PoH mechanism described above,the Solana Network uses a proof-of-stake consensus mechanism toincentivize SOL holders to validate transactions.Unlike proof-of-work,in which miners expend computational resources tocompete to validate transactions and are rewarde

223、d coins in proportion to the amount of computational resources expended,inproof-of-stake,validators risk or“stake”coins to compete to be randomly selected to validate transactions and are rewarded coinsin proportion to the amount of coins staked.While the Solana Network does not currently implement

224、slashing,meaning stakedSOL is not subject to automatic penalties for validator misbehavior,there is no guarantee that slashing or similar punitivemechanisms will not be implemented in the future.Proof-of-stake is viewed as more energy efficient and scalable than proof-of-work and is sometimes referr

225、ed to as“virtual mining.”The Solana protocol was first conceived by Anatoly Yakovenko in a 2017 whitepaper.Development of the SolanaNetwork is overseen by the Solana Foundation,a Swiss non-profit organization,and Solana Labs,Inc.(“Solana Labs”),a Delawarecorporation,which administered the original n

226、etwork launch and token distribution.Although Solana Labs and the SolanaFoundation continue to exert significant influence over the direction of the development of Solana,the Solana Network,like theEthereum network,is understood to be decentralized and does not require governmental authorities or fi

227、nancial institutionintermediaries to create,transmit or determine the value of SOL.122025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm22/129 In order to own,transfer or us

228、e SOL directly on the Solana Network(as opposed to through an intermediary,such as acustodian),a person generally must have internet access to connect to the Solana Network.SOL transactions may be made directlybetween end-users without the need for a third-party intermediary.To prevent the possibili

229、ty of double-spending SOL,a user mustnotify the Solana Network of the transaction by broadcasting the transaction data to its network peers.The Solana Networkprovides confirmation against double-spending by memorializing every transaction in the Solana Blockchain,which is publiclyaccessible and tran

230、sparent.This memorialization and verification against double-spending is accomplished through the SolanaNetwork 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

231、through proof-of-work or proof-of-stake mechanisms,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 Development on the Solana Network Smart contracts are programs that run on a blockchain tha

232、t can execute automatically when certain conditions are met.Smart contracts facilitate the exchange of anything representative of value,such as money,information,property,or voting rights.Using smart contracts,users can send or receive digital assets,create markets,store registries of debts or promi

233、ses,represent ownership of property or a company,move funds in accordance with conditional instructions and create new digitalassets.Development on the Solana Network involves building more complex tools on top of smart contracts,such asdecentralized apps(“DApps”)and organizations that are autonomou

234、s,known as decentralized autonomous organizations(“DAOs”).For example,a company that distributes charitable donations on behalf of users could hold donated funds in smartcontracts that are paid to charities only if the charity satisfies certain pre-defined conditions.In total,as of _,20_,more than 2

235、00 DApps are currently built on the Solana Network,including DApps in thecollectible non-fungible token,gaming,music streaming,and decentralized finance categories.Additionally,the Solana Network has been used for decentralized finance(“DeFi”),or open finance platforms,which seekto democratize acces

236、s to financial services,such as borrowing,lending,custody,trading,derivatives and insurance,by removingthird-party intermediaries.DeFi can allow users to lend and earn interest on their digital assets,exchange one digital asset foranother and create derivative digital assets such as stablecoins,whic

237、h are digital assets pegged to a reserve asset such as fiatcurrency.As of _,20_,approximately$_ billion was being used as collateral on DeFi platforms.In addition,the Solana Network and other smart contract platforms have been used for creating non-fungible tokens(“NFTs”).Unlike digital assets nativ

238、e to smart contract platforms which are fungible and enable the payment of fees for smartcontract execution.Instead,NFTs allow for digital ownership of assets that convey certain rights to other digital or real worldassets.This new paradigm allows users to own rights to other assets through NFTs,whi

239、ch enable users to trade them with others onthe Solana Network.For example,an NFT may convey rights to a digital asset that exists in an online game or a DApp,and userscan trade their NFT in the DApp or game,and carry them to other digital experiences,creating an entirely new free-marketinternet-nat

240、ive economy that can be monetized in the physical world.Market Participants Validators Validators range from Solana enthusiasts to professional operations that design and build dedicated machines and datacenters,including“clusters,”which are groups of validators that act cohesively and combine their

241、 processing to confirmtransactions.When a validator confirms a transaction,the validator and any associated stakers receive a fee.During the course ofordering transactions and validating blocks,validators may be able to prioritize certain transactions in return for increasedtransaction fees,an incen

242、tive system known as“Maximal Extractable Value”or MEV.For example,in blockchain networks thatfacilitate DeFi protocols in particular,such as the Ethereum Network,users may attempt to gain an advantage over other users byoffering greater transaction fees.Validators less commonly capture MEV in the So

243、lana Network because,unlike the EthereumNetwork,it does not publicly expose transactions before they are accepted by a validator.However,some efforts are underway tohelp Solana Validators consistently capture MEV.See“Summary of an SOL Transaction”below.132025/5/22 10:19sec.gov/Archives/edgar/data/20

244、41869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm23/129 Investment and Speculative Sector This sector includes the investment and trading activities of both private and professional investors and speculators.Historic

245、ally,larger financial services institutions are publicly reported to have limited involvement in investment and trading indigital assets,although the participation landscape is beginning to change.Currently,there is relatively limited use of digital assetsin the retail and commercial marketplace in

246、comparison to relatively extensive use by speculators,and a significant portion ofdemand for digital assets is generated by speculators and investors seeking to profit from the short-or long-term holding of digitalassets.Retail Sector The retail sector includes users transacting in direct peer-to-pe

247、er SOL transactions through the direct sending of SOL overthe Solana Network.The retail sector also includes transactions in which consumers purchase goods and services from commercialor service businesses through direct transactions or third-party service providers,although the use of SOL as a mean

248、s of payment isstill developing and has not yet been accepted in the same manner as Bitcoin or Ethereum due to its infancy and because SOL has adifferent purpose than Bitcoin and Ethereum.Service Sector This sector includes companies that provide a variety of services including the buying,selling,pa

249、yment processing andstoring of SOL.As SOL continues to grow in acceptance,it is anticipated that service providers will expand the currently availablerange of services and that additional parties will enter the service sector for SOL.Solana Protocol Development and Modifications Historically the Sol

250、ana Networks development has been overseen by Solana Labs,the Solana Foundation and other coredevelopers.The Solana Foundation and core developers are able to access and alter the Solana Network source code and,as aresult,they are responsible for quasi-official releases of updates and other changes

251、to the Solana Networks source code.For example,in March 2020,the Solana Network launched the Mainnet Beta version of the Solana Network,one monthafter launching the testnet,Tour de SOL.Solana Labs led the development of these reference implementations.The release of updates to the Solana Networks so

252、urce code does not guarantee that the updates will be automaticallyadopted.Users and nodes must accept any changes made to the Solana source code by downloading the proposed modification ofthe Solana Networks source code.A modification of the Solana Networks source code is only effective with respec

253、t to the Solanausers that download it.If a modification is accepted only by a percentage of users and validators,a division in the Solana Networkwill occur such that one network will run the pre-modification source code and the other network will run the modified sourcecode.Such a division is known

254、as a“fork.”See“Risk FactorsRisk Factors Related to Digital Assets A Temporary OrPermanent“Fork”or a“Clone”Of The Solana Blockchain Could Adversely Affect The Value Of The Shares.”.Consequently,as apractical matter,a modification to the source code become part of the Solana Network only if accepted b

255、y participants collectivelyhaving a majority of the processing power on the Solana Network.Core development of the Solana source code has increasingly focused on modifications of the Solana protocol to increasespeed and scalability and also allow for financial and non-financial next generation uses.

256、The Trusts activities will not directlyrelate to such projects,though such projects may utilize SOL as tokens for the facilitation of their non-financial uses,therebypotentially increasing demand for SOL and the utility of the Solana Network as a whole.Conversely,projects that operate and arebuilt w

257、ithin the Solana Blockchain may increase the data flow on the Solana Network and could either“bloat”the size of theSolana Blockchain or slow confirmation times.142025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/

258、000199937125006485/canary-s1a_052125.htm24/129 Forms of Attack Against the Solana Network All networked systems are vulnerable to various kinds of attacks.As with any computer network,the Solana Networkcontains certain flaws.For example,the Solana Network is currently vulnerable to a“51%attack”(thou

259、gh the numerical thresholdsvary in proof-of-stake)where,if a party or group were to gain control of more than the relevant threshold of the staked SOL,amalicious actor would be able to gain full control of the network and the ability to manipulate the Solana Blockchain.As of_,20_,the top three large

260、st staking pools controlled approximately 93.5%of the SOL staked on the Solana Network.In addition,many digital asset networks have been subjected to a number of denial of service attacks,which has led totemporary delays in block creation and in the transfer of SOL.For example,on September 14,2021,t

261、he Solana Network experienced a significant disruption,later attributed to a type ofdenial of service attack,and was offline for 17 hours,only returning to full functionality 24 hours later.While persons associatedwith Solana Labs and/or the Solana Foundation are understood to have played a key role

262、 in bringing the network back online,thebroader community also played a key role,as Solana validators coordinated to upgrade and restart the network.Any similar attackson the Solana Network that impact the ability to transfer SOL could have a material adverse effect on the price of SOL and thevalue

263、of the Shares.Summary of an SOL Transaction Prior to engaging in SOL transactions directly on the Solana Network,a user generally must first install on its computer ormobile device a Solana Network software program that will allow the user to generate a private and public key pair associated withan

264、SOL address.The Solana Network software program and the SOL address also enable the user to connect to the Solana Networkand transfer SOL to,and receive SOL from,other users.Each Solana Network address,or wallet,is associated with a unique“public key”and“private key”pair.To receive SOL,the SOL recip

265、ient must provide its public key to the party initiating the transfer.This activity is analogous to a recipient for atransaction in U.S.dollars providing a routing address in wire instructions to the payor so that cash may be wired to the recipientsaccount.The payor approves the transfer to the addr

266、ess provided by the recipient by“signing”a transaction that consists of therecipients public key with the private key of the address from where the payor is transferring the SOL.The recipient,however,does not make public or provide to the sender its related private key.Neither the recipient nor the

267、sender reveal their private keys in a transaction,because the private key authorizes transfer ofthe funds in that address to other users.Therefore,if a user loses his or her private key,the user may permanently lose access to theSOL contained in the associated address.Likewise,SOL is irretrievably l

268、ost if the private key associated with them is deleted andno backup has been made.When sending SOL,a users Solana Network software program must validate the transaction with theassociated private key.In addition,since every computation on the Solana Network requires processing power,there is atransa

269、ction fee involved with the transfer that is paid by the payor the resulting digitally validated transaction is sent by the usersSolana Network software program to the Solana Network validators to allow transaction confirmation.Solana Network validators record and confirm transactions when they vali

270、date and add blocks of information to theSolana Blockchain.When a validator is selected to validate a block,it creates that block,which includes data relating to(i)theverification of newly submitted and accepted transactions and(ii)a reference to the prior block in the Solana Blockchain to whichthe

271、new block is being added.The validator becomes aware of outstanding,unrecorded transactions through the data packettransmission and distribution discussed above.Upon the addition of a block of SOL transactions,the Solana Network software program of both the spending party andthe receiving party will

272、 show confirmation of the transaction on the Solana Blockchain and reflect an adjustment to the SOLbalance in each partys Solana Network public key,completing the SOL transaction.Once a transaction is confirmed on the SolanaBlockchain,it is irreversible.Some SOL transactions are conducted“off-blockc

273、hain”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 SOL or thereallocation of ownership of certain SOL in a pooled-ownership digital wallet,such as a digital wallet owned

274、 by a digital assettrading platform.In contrast to on-blockchain transactions,which are publicly recorded on the Solana Blockchain,information anddata regarding off-blockchain transactions are generally not publicly available.Therefore,off-blockchain transactions are not trulySOL transactions in tha

275、t they do not involve the transfer of transaction data on the Solana Network and do not reflect a movementof SOL between addresses recorded in the Solana Blockchain.For these reasons,off-blockchain transactions are subject to risks asany such transfer of SOL ownership is not protected by the protoco

276、l behind the Solana Network or recorded in,and validatedthrough,the blockchain mechanism.2025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm25/129152025/5/22 10:19sec.gov/Ar

277、chives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm26/129 Creation of New SOL Initial Creation of SOL Unlike other digital assets such as Bitcoin,which are solely created through a progressive minin

278、g process,500 millionSOL were created in connection with the launch of the Solana Network.The initial 500 million SOL were distributed as follows:Investors:189 million SOL,or 37.8%of the supply,was sold in private sales to venture capital and other investorsconducted between 2018 to 2021.Solana Foun

279、dation:52 million SOL,or 10.4%of the supply,was distributed to the Solana Foundation for operationalcosts incurred in the development of the Solana Network.Solana Labs,Inc.:64 million SOL,or 12.8%of the supply,was retained by Solana Labs to be used,at least in part,tocompensate the employees of Sola

280、na Labs.Community:195 million SOL,or 39.0%of the supply,was distributed to the Solana Foundation to be deployed asbounties,incentive programs,marketing and grants.Following the launch of the Solana Network,SOL supply increases through a progressive minting process.Proof-of-Stake Process Unlike proof

281、-of-work,in which validators expend computational resources to compete to validate transactions and arerewarded coins in proportion to the amount of computational resources expended,in proof-of-stake,validators risk or“stake”coinsto compete to be randomly selected to validate transactions and are re

282、warded coins in proportion to the amount of coins staked.While the Solana Network does not currently implement slashing,meaning staked SOL is not subject to automatic penalties forvalidator misbehavior,there is no guarantee that slashing or similar punitive mechanisms will not be implemented in the

283、future.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 thatgenerated this block is awarded SOL.Limits on

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

285、ure.At network launch,the SOL circulating supply was 8 million SOL.Between network launch and December 31,2023,thecirculating supply of SOL increased by roughly 5,266%to approximately 429 million SOL.In February 2021,the SOL supply inflation rate was changed from 0.1%to a new initial inflation rate

286、of 8%.The 8%initial inflation rate is scheduled to decline in 15%increments until a long-term inflation rate of 1.5%is reached.As of _,20_,the SOL supply issuance rate was approximately _%on an annual basis before any offsets for eliminated transaction fees.SOL Market and SOL Exchanges SOL can be tr

287、ansferred in direct peer-to-peer transactions through the direct sending of SOL over the Solana Blockchainfrom one SOL address to another.Among end-users,SOL can be used to pay other members of the Solana Network for goods andservices under what resembles a barter system.Consumers can also pay merch

288、ants and other commercial businesses for goods orservices through direct peer-to-peer transactions on the Solana Blockchain or through third-party service providers.In addition to using SOL to engage in transactions,investors may purchase and sell SOL to speculate as to the value ofSOL in the SOL ma

289、rket,or as a long-term investment to diversify their portfolio.The value of SOL within the market isdetermined,in part,by the supply of and demand for SOL in the global SOL market,market expectations for the adoption of SOLas a store of value,the number of merchants that accept SOL as a form of paym

290、ent,and the volume of peer-to-peer transactions,among other factors.162025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm27/129 SOL spot markets provide investors with a web

291、site that permits investors to open accounts with the spot market and thenpurchase and sell SOL.Prices for trades on SOL spot markets are typically reported publicly.An investor opening a trading accountmust deposit an accepted government-issued currency into their account with the spot market,or a

292、previously acquired digitalasset,before they can purchase or sell assets on the spot market.The process of establishing an account with an SOL spot marketand trading SOL is different from,and should not be confused with,the process of users sending SOL from one SOL address toanother SOL address on t

293、he Solana Blockchain.This latter process is an activity that occurs on the Solana Network,while theformer is an activity that occurs entirely on the private website operated by the spot market.The spot market typically records theinvestors ownership of SOL in its internal books and records,rather th

294、an on the Solana Blockchain.The spot market ordinarilydoes not transfer SOL to the investor on the Solana Blockchain unless the investor makes a request to the spot market to withdrawthe SOL in their exchange account to an off-exchange SOL wallet.Outside of spot markets,SOL can be traded OTC in tran

295、sactions that are not publicly reported.The OTC market is largelyinstitutional in nature,and OTC market participants generally consist of institutional entities,such as firms that offer two-sidedliquidity for SOL,investment managers,proprietary trading firms,high-net-worth individuals that trade SOL

296、 on a proprietary basis,entities with sizeable SOL holdings,and family offices.The OTC market provides a relatively flexible market in terms of quotes,price,quantity,and other factors,although it tends to involve large blocks of SOL.The OTC market has no formal structure and noopen-outcry meeting pl

297、ace.Parties engaging in OTC transactions will agree upon a priceoften via phone or emailand then oneof the two parties will then initiate the transaction.For example,a seller of SOL could initiate the transaction by sending the SOLto the buyers SOL address.The buyer would then wire U.S.dollars to th

298、e sellers bank account.OTC trades are sometimes hedgedand eventually settled with concomitant trades on SOL spot markets.Authorized Participants will deliver,or facilitate the delivery of,SOL or cash to the Trusts account with the Custodian inexchange for Shares of the Trust,and the Trust,through th

299、e Custodian,will deliver SOL or cash when such Authorized Participantsredeem Shares of the Trust.See“The Trust and SOL Prices”for more information.Competition As of _,20_,more than 8,000 other digital assets,as tracked by CoinMarketC,have been developedsince the inception of bitcoin,which is current

300、ly the most developed digital asset because of the length of time it has been inexistence,the investment in the infrastructure that supports it,and the network of individuals and entities that are using bitcoin intransactions.While SOL has enjoyed some success in its limited history,the aggregate va

301、lue of outstanding SOL is smaller thanthat of bitcoin and may be eclipsed by the more rapid development of other digital assets.Regulation of Solana and Government Oversight As digital assets have grown in both popularity and market size,the U.S.Congress and a number of U.S.federal and stateagencies

302、(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 financialinstitution and securities regulators)have been examining the oper

303、ations of digital asset networks,digital asset users and the digitalasset exchange markets,with particular focus on the extent to which digital assets can be used to launder the proceeds of illegalactivities or fund criminal or terrorist enterprises and the safety and soundness of exchanges or other

304、 service-providers that hold orcustody digital assets for users.Many of these state and federal agencies have issued consumer advisories regarding the risks posedby digital assets to investors.In addition,federal and state agencies,and other countries have issued rules or guidance about thetreatment

305、 of digital asset transactions or requirements for businesses engaged in digital asset activity.President Bidens March 9,2022 Executive Order,asserting that technological advances and the rapid growth of the digital asset markets“necessitate anevaluation and alignment of the United States Government

306、 approach to digital assets,”signals an ongoing focus on digital assetpolicy and regulation in the United States.A number of reports issued pursuant to the Executive Order have focused on variousrisks related to the digital asset ecosystem,and have recommended additional legislation and regulatory o

307、versight.In addition,federal and state agencies,and other countries and international bodies have issued rules or guidance about the treatment of digitalasset transactions or requirements for businesses engaged in digital asset activity.Moreover,the failure of FTX Trading Ltd.(“FTX”)in November 2022

308、 and the resulting market turmoil substantially increased regulatory scrutiny in the United States andglobally and led to SEC and criminal investigations,enforcement actions and other regulatory activity across the digital assetecosystem.172025/5/22 10:19sec.gov/Archives/edgar/data/2041869/000199937

309、125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm28/129 In addition,the SEC,U.S.state securities regulators and several foreign governments have issued warnings andinstituted legal proceedings in which they argue that certain digit

310、al assets may be classified as securities and that both thosedigital assets and any related initial coin offerings or other primary and secondary market transactions are subject to securitiesregulations.For example,in June 2023,the SEC brought charges against Binance and Coinbase,and in November 202

311、3,the SECbrought charges against Kraken,alleging that they operated unregistered securities exchanges,brokerages and clearing agencies.In its complaints,the SEC asserted that several digital assets are securities under the federal securities laws,including SOL.Theoutcomes of these proceedings,as wel

312、l as ongoing and future regulatory actions,have had a material adverse effect on the digitalasset industry as a whole and on the price of SOL,and may alter,perhaps to a materially adverse extent,the nature of aninvestment in the Shares and/or the ability of the Trust to continue to operate.Additiona

313、lly,U.S.state and federal,and foreignregulators and legislatures have taken action against virtual currency businesses or enacted restrictive regimes in response toadverse publicity arising from hacks,consumer harm,or criminal activity stemming from virtual currency activity.In August 2021,the chair

314、 of the SEC stated that he believed investors using digital asset trading platforms are notadequately protected,and that activities on the platforms can implicate the securities laws,commodities laws and banking laws,raising a number of issues related to protecting investors and consumers,guarding a

315、gainst illicit activity,and ensuring financialstability.The chair expressed a need for the SEC to have additional authorities to prevent transactions,products,and platformsfrom“falling between regulatory cracks,”as well as for more resources to protect investors in“this growing and volatile sector.”

316、The chair called for federal legislation centering on digital asset trading,lending,and decentralized finance platforms,seeking“additional plenary authority”to write rules for digital asset trading and lending.At the same time,the chair has also stated thatthe SEC has authority under existing laws t

317、o regulate the digital asset sector and several enforcement actions were filed againstdigital asset trading platforms during the first half of 2023.The SEC has also recently proposed amendments to the custody rules under Rule 406(4)-2 of the Investment Advisers Act.The proposed rule changes would am

318、end the definition of a“qualified custodian”under Rule 206(4)-2(d)(6)and expand the currentcustody rule under Rule 406(4)-2 to cover digital assets and related advisory activities.If enacted as proposed,these rules wouldlikely impose additional regulatory requirements with respect to the custody and

319、 storage of digital assets and could lead toadditional regulatory oversight of the digital asset ecosystem more broadly.Various foreign jurisdictions have,and may continue to,in the near future,adopt laws,regulations or directives that affecta digital asset network,the Digital Asset Markets,and thei

320、r users,particularly digital asset trading platforms and service providersthat fall within such jurisdictions regulatory scope.For example:China has made transacting in cryptocurrencies illegal for Chinese citizens in mainland China,and additionalrestrictions may follow.China has banned initial coin

321、 offerings and there have been reports that Chinese regulatorshave taken action to shut down a number of China-based digital asset trading platforms.South Korea determined to amend its Financial Information Act in March 2020 to require virtual asset serviceproviders to register and comply with its A

322、ML and counter-terrorism funding framework.These measures alsoprovide the government with the authority to close digital asset trading platforms that do not comply with specifiedprocesses.South Korea has also banned initial coin offerings.The Reserve Bank of India in April 2018 banned the entities i

323、t regulates from providing services to any individuals orbusiness entities dealing with or settling digital assets.In March 2020,this ban was overturned in the Indian SupremeCourt,although the Reserve Bank of India is currently challenging this ruling.182025/5/22 10:19sec.gov/Archives/edgar/data/204

324、1869/000199937125006485/canary-s1a_052125.htmhttps:/www.sec.gov/Archives/edgar/data/2041869/000199937125006485/canary-s1a_052125.htm29/129 The United Kingdoms Financial Conduct Authority published final rules in October 2020 banning the sale ofderivatives and exchange-traded notes that reference cer

325、tain types of digital assets,contending that they are“ill-suited”to retail investors citing extreme volatility,valuation challenges and association with financial crime.A newlaw,the Financial Services and Markets Act 2023(“FSMA”),received royal assent in June 2023.The FSMA bringsdigital asset activi

326、ties within the scope of existing laws governing financial institutions,markets and assets.The Parliament of the European Union approved the text of the Markets in Crypto-Assets Regulation(“MiCA”)inApril 2023,establishing a regulatory framework for digital asset services across the European Union.Mi

327、CA isintended to serve as a comprehensive regulation of digital asset markets and imposes various obligations on digitalasset issuers and service providers.The main aims of MiCA are industry regulation,consumer protection,preventionof market abuse and upholding the integrity of digital asset markets

328、.MiCA was formally approved by the EuropeanUnions member states in 2023 and is expected to come into effect in 2024.There remains significant uncertainty regarding foreign governments future actions with respect to the regulation ofdigital assets and digital asset trading platforms.Such laws,regulat

329、ions or directives may conflict with those of the United Statesand may negatively impact the acceptance of SOL by users,merchants and service providers outside the United States and maytherefore impede the growth or sustainability of the Solana ecosystem in the United States and globally,or otherwis

330、e negativelyaffect the value of SOL held by the Trust.The effect of any future regulatory change on the Trust or the SOL held by the Trust isimpossible to predict,but such change could be substantial and adverse to the Trust and the value of the Shares.Risks Associated with SOL and the Solana Networ

331、k The Trading Prices Of Many Digital Assets,Including SOL,Have Experienced Extreme Volatility In Recent PeriodsAnd May Continue To Do So.Extreme Volatility In The Future,Including Further Declines In The Trading Prices Of SOL,Could Have A Material Adverse Effect On The Value Of The Shares And The Sh

332、ares Could Lose All Or Substantially All OfTheir Value.The trading prices of many digital assets,including SOL,have experienced extreme volatility in recent periods and maycontinue to do so.For instance,there were steep increases in the value of certain digital assets,including SOL,over the course o

333、f2021,and multiple market observers asserted that digital assets were experiencing a“bubble.”These increases were followed bysteep drawdowns throughout 2022 in digital asset trading prices,including for SOL.These episodes of rapid price appreciationfollowed by steep drawdowns have occurred multiple times throughout SOLs history.Over the course of 2023,SOL prices havecontinued to exhibit extreme vo