Bitwise Solana ETF Files S-1/A, Details Staking & Custody

TL;DR

**BSOL is coming, offering direct Solana exposure and staking rewards, but remember, it's still a highly speculative crypto play.**

AI Summary

Bitwise Solana ETF (BSOL) filed an S-1/A on August 29, 2025, outlining its intent to provide direct exposure to Solana's value, less operational expenses, and to earn staking rewards. The Trust will hold Solana with Coinbase Custody Trust Company, LLC and value its net assets daily using the CME CF Solana – Dollar Reference Rate – New York Variant. The Sponsor, Bitwise Investment Advisers, LLC, will charge a unitary management fee of 0.____% per annum of the Trust's Solana holdings. Shares will be created and redeemed in Baskets of 10,000 shares, with transactions occurring in Solana or U.S. dollars. Bitwise Asset Management, Inc. served as the Seed Capital Investor, purchasing an undisclosed amount of Shares at an undisclosed price, forming the basis for the audit. Bitwise Investment Manager, LLC is expected to purchase initial Baskets for an undisclosed amount, which will be used to acquire Solana prior to listing on Cboe BZX Exchange, Inc. The filing emphasizes the speculative nature of the securities and the high degree of risk involved, including the potential for total loss of investment.

Why It Matters

This S-1/A filing is crucial for investors as it details the operational mechanics of the Bitwise Solana ETF (BSOL), including its direct Solana exposure and staking reward objectives. For investors, it offers a regulated avenue to access Solana without direct ownership complexities, potentially increasing market liquidity and institutional adoption for Solana. The competitive landscape for crypto ETFs is intensifying, and BSOL's entry could pressure existing or upcoming Solana-related products to offer similar features or lower fees. Employees of Bitwise and its service providers, like Coinbase Custody, will see increased activity and potential growth opportunities as the product launches.

Risk Assessment

Risk Level: high — The filing explicitly states, 'AN INVESTMENT IN THE TRUST MAY NOT BE SUITABLE FOR INVESTORS THAT ARE NOT IN A POSITION TO ACCEPT MORE RISK THAN MAY BE INVOLVED WITH OTHER EXCHANGE-TRADED PRODUCTS THAT DO NOT HOLD SOLA OR INTERESTS RELATED TO SOLANA. THE SHARES ARE SPECULATIVE SECURITIES. THEIR PURCHASE INVOLVES A HIGH DEGREE OF RISK AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.' This direct warning, coupled with the inherent volatility of digital assets like Solana, indicates a high risk level.

Analyst Insight

Investors should carefully review the 'RISK FACTORS' section starting on page 10 before considering an investment. Given the speculative nature and high risk, only those with a high-risk tolerance and a thorough understanding of Solana's market dynamics should consider allocating capital to BSOL.

Key Numbers

• 0.____% — Sponsor Fee (Annual management fee of the Trust's Solana holdings)
• 10,000 — Shares per Basket (Block size for creation and redemption of Shares)
• $1.235 billion — Annual Revenues Threshold (Threshold for ceasing to be an 'emerging growth company')
• $700 million — Market Value Threshold (Threshold for non-affiliate held Shares for ceasing to be an 'emerging growth company')
• $1.0 billion — Non-convertible Debt Threshold (Threshold over three years for ceasing to be an 'emerging growth company')

Key Players & Entities

• Bitwise Solana ETF (company) — Registrant and issuer of common shares of beneficial interest
• Bitwise Investment Advisers, LLC (company) — Sponsor and manager of the Trust
• Coinbase Custody Trust Company, LLC (company) — Solana Custodian for the Trust's Solana holdings
• Cboe BZX Exchange, Inc. (company) — Anticipated listing exchange for the Trust's Shares
• CF Benchmarks Ltd. (company) — Benchmark Provider for the CME CF Solana – Dollar Reference Rate – New York Variant
• Bitwise Asset Management, Inc. (company) — Parent of the Sponsor and Seed Capital Investor
• Bitwise Investment Manager, LLC (company) — Affiliate of the Sponsor, expected to purchase initial Baskets
• Richard Coyle, Esq. (person) — Legal counsel from Chapman and Cutler LLP
• James Audette, Esq. (person) — Legal counsel from Chapman and Cutler LLP
• Katherine Dowling, Esq. (person) — Legal counsel from Bitwise Investment Advisers, LLC

FAQ

Risk Factors

• Volatility of Solana [high — market]: The value of Solana is highly volatile and subject to rapid and significant price fluctuations. This volatility is influenced by factors such as market sentiment, regulatory developments, technological advancements, and the overall cryptocurrency market. There is a risk that the value of Solana could decline substantially, leading to a total loss of investment.
• Custody and Security Risks [high — operational]: The Trust's Solana holdings are held by Coinbase Custody Trust Company, LLC. While Coinbase Custody is a reputable custodian, there are inherent risks associated with digital asset custody, including the potential for cyberattacks, operational failures, or loss of private keys. Any compromise of the Trust's Solana holdings could result in a loss of assets.
• Evolving Regulatory Landscape [high — regulatory]: The regulatory framework for digital assets, including Solana, is still developing and subject to change. New regulations or changes in existing regulations could adversely affect the value of Solana, the Trust's ability to operate, or the market for its shares. The Trust is not registered under the Investment Company Act of 1940, and the Sponsor is not regulated by the CFTC.
• Staking Rewards Uncertainty [medium — financial]: The Trust's secondary objective is to earn staking rewards. However, the amount and consistency of these rewards are not guaranteed and depend on various factors, including network conditions, validator performance, and potential slashing penalties. There is a risk that staking rewards may be insufficient or nonexistent.
• Limited Trading History and Market Adoption [medium — market]: As a new exchange-traded product, the Bitwise Solana ETF has no prior trading history. The success of the Trust will depend on market adoption by investors and Authorized Participants. A lack of liquidity or demand for the Shares could lead to trading at significant premiums or discounts to NAV.
• Reliance on Third-Party Service Providers [medium — operational]: The Trust relies on various third-party service providers, including the Sponsor (Bitwise Investment Advisers, LLC), the Solana Custodian (Coinbase Custody Trust Company, LLC), the Benchmark Provider (CF Benchmarks Ltd.), and Staking Agents. The failure or misconduct of any of these providers could adversely impact the Trust's operations and the value of its assets.
• Potential for Litigation [low — legal]: As with any financial product, there is a risk of litigation arising from investors or other parties, particularly concerning the performance of the Trust or alleged misrepresentations. Such litigation could result in significant legal costs and reputational damage.

Industry Context

The cryptocurrency ETF market is rapidly expanding, with issuers seeking to offer regulated investment products tied to various digital assets. Solana, as a prominent blockchain platform known for its speed and scalability, presents an attractive underlying asset for such products. However, the industry faces ongoing scrutiny regarding regulatory clarity, market manipulation, and the inherent volatility of digital assets.

Regulatory Implications

The filing highlights the evolving regulatory landscape for digital assets. The Trust is structured to avoid registration under the Investment Company Act of 1940 and the Commodity Exchange Act, but it remains subject to SEC oversight through the Securities Act of 1933. Potential future regulatory changes could impact the Trust's operations and the value of Solana.

What Investors Should Do

1. Thoroughly review the 'RISK FACTORS' section (page 10 onwards) of the S-1/A filing.
2. Evaluate the Sponsor Fee (0.____%) and its impact on potential returns.
3. Understand the creation and redemption process involving Baskets (10,000 shares) and Authorized Participants.
4. Assess the reliance on third-party service providers, particularly Coinbase Custody and the Benchmark Provider.

Key Dates

• 2025-08-29: Filing of S-1/A Registration Statement — This filing provides the initial detailed prospectus for the Bitwise Solana ETF, outlining its investment objectives, risks, and operational structure, marking a significant step towards its public offering.

Glossary

Solana

A decentralized blockchain network designed for fast, secure, and scalable applications. (The underlying digital asset that the Bitwise Solana ETF aims to provide exposure to.)

S-1/A

An amendment to a registration statement filed with the U.S. Securities and Exchange Commission (SEC) for the purpose of registering securities for public sale. (This document is the primary filing detailing the structure, risks, and offering of the Bitwise Solana ETF.)

Sponsor Fee

The annual management fee charged by the Sponsor (Bitwise Investment Advisers, LLC) on the Trust's Solana holdings. (This fee directly impacts the net return to investors by reducing the value of Solana held by the Trust.)

Basket

A block of 10,000 shares of the Bitwise Solana ETF used for the creation and redemption process with Authorized Participants. (Defines the unit of trading for large-scale transactions between the Trust and financial institutions.)

CME CF Solana – Dollar Reference Rate – New York Variant

The benchmark rate used by the Trust to establish the net asset value (NAV) of its Solana holdings. (This reference rate is crucial for daily valuation and ensures a standardized method for pricing the Trust's assets.)

Coinbase Custody Trust Company, LLC

The custodian responsible for the secure safekeeping of the Trust's Solana holdings. (Ensures the physical security and management of the digital assets held by the Trust.)

Authorized Participant

Financial firms authorized to create or redeem Shares of the Trust in Baskets. (These entities facilitate the flow of shares into and out of the market, helping to keep the ETF's market price aligned with its NAV.)

Staking Rewards

Additional Solana earned by the Trust for participating in the Solana network's validation process. (Represents a secondary investment objective of the Trust, aiming to generate incremental returns.)

Year-Over-Year Comparison

As this is an initial S-1/A filing for a new ETF, there is no prior filing to compare against. Key metrics such as revenue, net income, margins, and debt-to-equity ratios are not applicable at this pre-launch stage. The filing focuses on outlining the proposed structure, investment strategy, and associated risks for the Bitwise Solana ETF.

Key Financial Figures

• $1.235 billion — uo; upon the earliest of (i) its having $1.235 billion or more in annual revenues, (ii) at lea
• $700 million — more in annual revenues, (ii) at least $700 million in market value of Shares being held by
• $1.0 billion — affiliates, (iii) its issuing more than $1.0 billion of non-convertible debt over a three-ye
• $100,344,506,829 — , Solana had a market capitalization of $100,344,506,829. Although Solana Labs and the Solana

Filing Documents

• ea0254995-s1a3_bitwise.htm (S-1/A) — 1348KB
• 0001213900-25-082660.txt ( ) — 1349KB

From the Filing

NO. 3 TO FORM S-1 As filed with the Securities and Exchange Commission on August 29, 2025. Registration No. 333-283391 UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION UNDER THE SECURITIES ACT OF 1933 Bitwise Solana ETF (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) c/o Bitwise Investment Advisers, LLC 250 Montgomery Street, Suite 200 San Francisco, California 94104 (415) 707-3663 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices and for service of process purposes) Copies to: Richard Coyle, Esq. James Audette, Esq. Chapman and Cutler LLP 320 South Canal Street, 27 th Floor Chicago, Illinois 60606 (312) 845-3724 Katherine Dowling, Esq. Bitwise Investment Advisers, LLC 250 Montgomery Street, Suite 200 San Francisco, California 94104 (415) 707-3663 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under 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 check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective 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 list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Preliminary Prospectus dated August 29, 2025 PROSPECTUS Shares Bitwise Solana ETF The Bitwise Solana ETF (the “Trust”) is an exchange-traded product that issues common shares of beneficial interest (“Shares”) that are anticipated to be listed on Cboe BZX Exchange, Inc. (the “Exchange”) under the ticker symbol “_____.” The Trust’s primary investment objective is to seek to provide exposure to the value of Solana held by the Trust, less the expenses of the Trust’s operations and other liabilities. The Trust’s secondary investment objective is to seek to earn staking rewards. In seeking to achieve its primary investment objective, the Trust will hold Solana and establish its net asset value (“NAV”) by reference to the CME CF Solana – Dollar Reference Rate – New York Variant (“Pricing Benchmark”). The Pricing Benchmark is calculated by CF Benchmarks Ltd. (the “Benchmark Provider”) based on an aggregation of executed trade flow of major Solana trading platforms (“Constituent Platforms”). The Trust is sponsored and managed

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View this S-1/A filing on SEC EDGAR