Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Amendment No. 2 to a Proposed Rule Change To List and Trade Shares of the Grayscale Solana Trust Under NYSE Arca Rule 8.201-E (Commodity-Based Trust Shares)

<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Release No. 34-103716; File No. SR-NYSEARCA-2025-06]</DEPDOC> <SUBJECT>Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Amendment No. 2 to a Proposed Rule Change To List and Trade Shares of the Grayscale Solana Trust Under NYSE Arca Rule 8.201-E (Commodity-Based Trust Shares)</SUBJECT> <DATE>August 14, 2025.</DATE> On January 24, 2025, NYSE Arca, Inc. (“NYSE Arca”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”)  <SU>1</SU> <FTREF/> and Rule 19b-4 thereunder, <SU>2</SU> <FTREF/> a proposed rule change to list and trade shares of the Grayscale Solana Trust under NYSE Arca Rule 8.201-E, Commodity-Based Trust Shares. On February 4, 2025, the Exchange filed Amendment No. 1 to the proposed rule change, which replaced and superseded the original filing in its entirety. The proposed rule change, as modified by Amendment No. 1, was published for comment in the <E T="04">Federal Register</E> on February 12, 2025. <SU>3</SU> <FTREF/> <FTNT> <SU>1</SU>  15 U.S.C. 78s(b)(1). </FTNT> <FTNT> <SU>2</SU>  17 CFR 240.19b-4. </FTNT> <FTNT> <SU>3</SU>   <E T="03">See</E> Securities Exchange Act Release No. 102372 (Feb. 6, 2025), 90 FR 9470. Comments received on the proposed rule change are available at: <E T="03">https://www.sec.gov/comments/sr-nysearca-2025-06/srnysearca202506.htm.</E> </FTNT> On March 11, 2025, pursuant to Section 19(b)(2) of the Exchange Act, <SU>4</SU> <FTREF/> the Commission designated a longer period within which to approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to disapprove the proposed rule change. <SU>5</SU> <FTREF/> On May 13, 2025, the Commission initiated proceedings under Section 19(b)(2)(B) of the Act  <SU>6</SU> <FTREF/> to determine whether to approve or disapprove the proposed rule change, as modified by Amendment No. 1. <SU>7</SU> <FTREF/> On July 28, 2025, pursuant to Section 19(b)(2) of the Exchange Act, <SU>8</SU> <FTREF/> the Commission designated a longer period for Commission action on proceedings to determine whether to approve or disapprove the proposed rule change. <SU>9</SU> <FTREF/> <FTNT> <SU>4</SU>  15 U.S.C. 78s(b)(2). </FTNT> <FTNT> <SU>5</SU>   <E T="03">See</E> Securities Exchange Act Release No. 102593, 90 FR 12410 (Mar. 17, 2025). The Commission designated May 13, 2025, as the date by which the Commission shall approve or disapprove, or institute proceedings to determine whether to disapprove, the proposed rule change, as modified by Amendment No. 1. </FTNT> <FTNT> <SU>6</SU>  15 U.S.C. 78s(b)(2)(B). </FTNT> <FTNT> <SU>7</SU>   <E T="03">See</E> Securities Exchange Act Release No. 103030, 90 FR 21363 (May 19, 2025). </FTNT> <FTNT> <SU>8</SU>  15 U.S.C. 78s(b)(2). </FTNT> <FTNT> <SU>9</SU>   <E T="03">See</E> Securities Exchange Act Release No. 103553, 90 FR 36086 (July 31, 2025) (designating October 10, 2025, as the date by which the Commission shall either approve or disapprove the proposed rule change, as modified by Amendment No. 1). </FTNT> On August 25, 2025, the Exchange filed with the Commission Amendment No. 2 to proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. Amendment No. 2 replaces and supersedes the proposed rule change, as modified by Amendment No. 1. The Commission is publishing this notice to solicit comments on the proposed rule change, as modified by Amendment No. 2, from interested persons. <HD SOURCE="HD1">I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change</HD> The Exchange proposes to list and trade shares of the following under NYSE Arca Rule 8.201-E: Grayscale Solana Trust (SOL) (the “Trust”). <SU>10</SU> <FTREF/> This Amendment No. 2 to SR-NYSEARCA-2025-06 replaces SR-NYSEARCA-2025-06 and Amendment No. 1 thereto as originally filed and supersedes such filings in their entirety. The proposed rule change is available on the Exchange's website at <E T="03">www.nyse.com</E> and at the principal office of the Exchange. <FTNT> <SU>10</SU>  The Trust was previously named Grayscale Solana Trust, whose name was changed pursuant to a Certificate of Amendment to the Certificate of Trust of Grayscale Solana Trust filed with the Delaware Secretary of State on November 23, 2021. </FTNT> <HD SOURCE="HD1">II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change</HD> In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item III below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. <HD SOURCE="HD2">A. Self-Regulatory Organization's Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change</HD> <HD SOURCE="HD3">1. Purpose</HD> Under NYSE Arca Rule 8.201-E, the Exchange may propose to list and/or trade pursuant to unlisted trading privileges “Commodity-Based Trust Shares.”  <SU>11</SU> <FTREF/> The Exchange proposes to list and trade shares (“Shares”)  <SU>12</SU> <FTREF/> of the Trust pursuant to NYSE Arca Rule 8.201-E. <SU>13</SU> <FTREF/> <FTNT> <SU>11</SU>  Commodity-Based Trust Shares are securities issued by a trust that represent investors' discrete identifiable and undivided beneficial ownership interest in the commodities deposited into the Trust. </FTNT> <FTNT> <SU>12</SU>  The Shares are expected to be listed under the ticker symbol “GSOL.” </FTNT> <FTNT> <SU>13</SU>  The descriptions of the Trust, the Shares, and SOL contained herein are based, in part, on the Annual Reports and Quarterly Reports published under Alternative Reporting Standards of the OTC Markets Group Inc. On January 4, 2023, the Trust submitted to the Commission an amended Form D as a business trust. Shares of the Trust have been quoted on OTC Market's OTCQB Marketplace under the symbol “GSOL” since April 17, 2023. On March 7, 2024, the Trust qualified to trade on the OTCQX Best Market. On April 14, 2023 and March 8, 2024, the Trust published annual reports for GSOL for the periods ended December 31, 2022 and December 31, 2023, respectively. On November 11, 2024, August 9, 2024, May 13, 2024, November 10, 2023, August 11, 2023 and May 12, 2023, the Trust published quarterly reports for GSOL for the periods ended September 30, 2024, June 30, 2024, March 31, 2024, September 30, 2023, June 30, 2023, and March 31, 2023, respectively. Reports can be found on OTC Market's website ( <E T="03">https://www.otcmarkets.com/stock/GSOL/disclosure.</E> The Shares will be of the same class and will have the same rights as shares of GSOL. According to the Sponsor, freely tradeable shares of GSOL will remain freely tradeable Shares on the date of the listing of the Shares that are unregistered under the Securities Act. Restricted shares of GSOL will remain subject to private placement restrictions on such date, and the holders of such restricted shares will continue to hold those Shares subject to those restrictions until they become freely tradable Shares. </FTNT> The Trust is the world's largest Solana (“SOL”) investment fund by assets under management as of the date of this filing. The Trust has approximately $134.2 million in assets under management  <SU>14</SU> <FTREF/> (representing 0.1% of all SOL in circulation), its Shares trade millions of dollars in daily volume and are held by more than a quarter of a million American investor accounts seeking exposure to SOL without the cost and complexity of purchasing the asset directly. However, because the Trust is not currently listed as an exchange-traded product (“ETP”), the value of the Shares has not been able to closely track the value of the Trust's underlying SOL. The Sponsor thus believes that allowing Shares of the Trust to list and trade on the Exchange as an ETP ( <E T="03">i.e.,</E> converting the Trust to a spot SOL ETP) would provide other investors with a safe and secure way to invest in SOL on a regulated national securities exchange. <FTNT> <SU>14</SU>  As of November 22, 2024. </FTNT> The sponsor of the Trust is Grayscale Investments, LLC (“Sponsor”), a Delaware limited liability company. The Sponsor is a wholly owned subsidiary of Digital Currency Group, Inc. (“Digital Currency Group”). The trustee for the Trust is Delaware Trust Company (“Trustee”). The custodian for the Trust is Coinbase Custody Trust Company, LLC (“Custodian”). <SU>15</SU> <FTREF/> The administrator and transfer agent of the Trust is expected to be BNY Mellon Asset Servicing, a division of The Bank of New York Mellon (the “Transfer Agent”). The distribution and marketing agent for the Trust is expected to be Foreside Fund Services, LLC (the “Marketing Agent”). The index provider for the Trust is CoinDesk Indices, Inc. (the “Index Provider”). <FTNT> <SU>15</SU>  According to the Annual Report, Digital Currency Group owns a minority interest in Coinbase, Inc., which is the parent company of the Custodian, representing less than 1.0% of its equity. </FTNT> The Trust is a Delaware statutory trust, formed on November 9, 2021, that operates pursuant to a trust agreement between the Sponsor and the Trustee (“Trust Agreement”). The Trust has no fixed termination date. <HD SOURCE="HD3">Operation of the Trust</HD> According to the Annual Report, the Trust's assets consist solely of SOL. <SU>16</SU> <FTREF/> ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 151k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━