SOLC 10-Q
Canary Marinade Solana ETF (SOLC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____ to _____
Commission File Number
(Exact name of Registrant as specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
c/o
Canary Capital Group LLC |
(Zip Code) |
| (Address of principal executive offices) |
Registrant’s telephone number,
including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Indicate by check mark whether the Registrant: (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the Registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer | ☐ |
|
Smaller reporting company Emerging growth company |
☒ |
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the Registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act). YES ☐
The Registrant had shares outstanding as of July 29, 2026.
Table of Contents
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
CANARY MARINADE SOLANA ETF
Statements of Assets and Liabilities
June 30, 2026 (Unaudited) | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Investments in Solana, at value (Note 2) | $ | $ | ||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Payables | ||||||||
| Payable to Sponsor (Note 3) | $ | $ | ||||||
| Total Liabilities | ||||||||
| NET ASSETS | $ | $ | ||||||
| NET ASSETS CONSIST OF: | ||||||||
| Paid-in capital | $ | $ | ||||||
| Total distributable earnings (accumulated deficit) | ( | ) | ( | ) | ||||
| Net Assets | $ | $ | ||||||
| Net Asset Value (unlimited shares authorized): | ||||||||
| shares authorized: | ||||||||
| Net Assets | $ | $ | ||||||
| Shares Outstanding^ | ||||||||
| Net Asset Value, Offering and Redemption Price per Share | $ | $ | ||||||
| Investments in securities, at cost | $ | $ | ||||||
| ^ |
See accompanying notes to financial statements.
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CANARY MARINADE SOLANA ETF
Schedule of Investment (Unaudited)
June 30, 2026
| Investments - | Quantity(a) | Fair Value | ||||||
| Crypto Currency - | ||||||||
| Solana | $ | |||||||
| TOTAL CRYPTO CURRENCY (Cost $ | ||||||||
| TOTAL INVESTMENTS - | ||||||||
| Liabilities in Excess of Other Assets - ( | ||||||||
| TOTAL NET ASSETS - | $ | |||||||
Percentages are stated as a percent of net assets.
| (a) |
See accompanying notes to financial statements.
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CANARY MARINADE SOLANA ETF
Schedule of Investment
December 31, 2025
| Investments - | Quantity(a) | Fair Value | ||||||
| Crypto Currency - | ||||||||
| Solana | $ | |||||||
| TOTAL CRYPTO CURRENCY (Cost $ | ||||||||
| TOTAL INVESTMENTS - | ||||||||
| Liabilities in Excess of Other Assets - ( | ||||||||
| TOTAL NET ASSETS - | $ | |||||||
Percentages are stated as a percent of net assets.
| (a) |
See accompanying notes to financial statements.
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CANARY MARINADE SOLANA ETF
Statements of Operations
| For the Three Months Ended June 30, 2026 (Unaudited)* | For the Six Months Ended June 30, 2026 (Unaudited)* | |||||||
| INVESTMENT INCOME | ||||||||
| Income: | ||||||||
| Staking income | $ | $ | ||||||
| Total Income | $ | $ | ||||||
| Expenses: | ||||||||
| Sponsor fees (Note 3) | $ | $ | ||||||
| Total Expenses | ||||||||
| Sponsor fees waived (Note 3) | ( | ) | ( | ) | ||||
| Net Expenses | ||||||||
| Net Investment income (loss) | $ | $ | ||||||
| REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS | ||||||||
| Net realized gain (loss) on: | ||||||||
| Investments in crypto currency | $ | $ | ( | ) | ||||
| Net change in unrealized appreciation (depreciation) of: | ||||||||
| Investments in crypto currency | ( | ) | ( | ) | ||||
| Net realized and unrealized gain (loss) on investments | ( | ) | ( | ) | ||||
| NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS | $ | ( | ) | $ | ( | ) | ||
| * |
See accompanying notes to financial statements.
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CANARY MARINADE SOLANA ETF
Statements of Changes in Net Assets
| For the Three Months Ended June 30, 2026 (Unaudited)* | For the Six Months Ended June 30, 2026 (Unaudited)* | |||||||
| INCREASE (DECREASE) IN NET ASSETS: | ||||||||
| OPERATIONS | ||||||||
| Net investment income (loss) | $ | $ | ||||||
| Net realized gain (loss) on investments | ( | ) | ||||||
| Net change in unrealized appreciation (depreciation) of investments | ( | ) | ( | ) | ||||
| Net increase (decrease) in net assets resulting from operations | ( | ) | ( | ) | ||||
| CAPITAL SHARE TRANSACTIONS | ||||||||
| Shares sold | ||||||||
| Shares redeemed | ( | ) | ||||||
| Net increase (decrease) in net assets from capital share transactions | ||||||||
| Total increase (decrease) in net assets | ( | ) | ||||||
| NET ASSETS | ||||||||
| Beginning of Period | ||||||||
| End of Period | $ | $ | ||||||
| * |
See accompanying notes to financial statements.
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Canary Marinade Solana ETF
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2026 (Unaudited)
The Canary Marinade Solana ETF (the “Trust”) is a Delaware statutory trust, formed on June 6, 2025, pursuant to the Delaware Statutory Trust Act. The Trust continuously issues common shares representing fractional undivided beneficial interest in and ownership of the Trust that may be purchased and sold on the Nasdaq Stock Market, LLC (the “Exchange”) under the symbol “SOLC.” The Trust operates pursuant to a Trust Agreement, as amended and/or restated from time to time (the “Trust Agreement”). CSC Delaware Trust Company, a Delaware trust company, is the trustee of the Trust (the “Trustee”). The Trust is managed and controlled by Canary Capital Group LLC (the “Sponsor”).
The Trust is an exchange-traded fund that issues shares of beneficial interest (the “Shares”) that are listed and trade on the Exchange. The Trust’s investment objective is to seek to provide exposure to the price of Solana (“SOL”) held by the Trust, less the expenses of the Trust’s operations and other liabilities. A secondary investment objective is for the Trust to earn additional SOL through the validation of transactions in the SOL network’s (the “Solana Network”) proof-of-stake (“PoS”) process. In seeking to achieve its investment objectives, the Trust holds SOL and establishes its net asset value (“NAV”) on each business day by reference to the CoinDesk Solana CCIXber 60m New York Rate (the “Pricing Benchmark”). The Pricing Benchmark is calculated by CoinDesk Indices (the “Benchmark Provider”) based on a 60-minute time-weighted average price of the SOLUSD CCIXber Reference Rate (the “Underlying Index”), which is an aggregation of executed trade flow of major SOL trading platforms (“Constituent Platforms”). The Benchmark Provider publishes the Pricing Benchmark. The Trust is sponsored by the Sponsor.
Basis of Presentation
The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of these financial statements. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and are stated in U.S. dollars. The Trust’s financial statements were prepared using the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies. The Trust qualifies as an investment company solely for accounting purposes and not for any other purpose. The Trust is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940, as amended. The Trust follows the significant accounting policies described below.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
Generally, the Trust does not intend to hold any cash. Cash includes non-interest-bearing non-restricted cash with one institution. Cash in a bank deposit account, at times, may exceed U.S. federally insured limits. The Trust has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such bank deposits.
Investment Transactions and Investment Income
The Trust purchases SOL upon the creation of Shares and sells SOL upon the redemption of Shares. Transactions are recorded on a trade date basis. Realized gains (losses) and changes in unrealized gains (losses) on open positions are determined on a specific identification basis and recognized in the statement of operations in the period in which the sale occurred or the changes in unrealized gains (losses) occurred.
Income Taxes
The Sponsor takes the position that the Trust is properly treated as a grantor trust for U.S. federal income tax purposes. Assuming that the Trust is a grantor trust, the Trust will not be subject to U.S. federal income tax. Rather, if the Trust is a grantor trust, each beneficial owner of Shares will be treated as directly owning its pro rata Share of the Trust’s assets and a pro rata portion of the Trust’s income, gains, losses and deductions will “flow through” to each beneficial owner of Shares. If the Trust were not properly classified as a grantor trust, the Trust might be classified as a partnership for U.S. federal income tax purposes. However, due to the uncertain treatment of digital assets, with respect to staking and including forks, airdrops and similar occurrences for U.S. federal income tax purposes, there can be no assurance in this regard. If the Trust were classified as a partnership for
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U.S. federal income tax purposes, the tax consequences of owning Shares generally would not be materially different from the tax consequences described herein, although there might be certain differences, including with respect to timing. In addition, tax information reports provided to beneficial owners of Shares would be made in a different form. If the Trust were not classified as either a grantor trust or a partnership for U.S. federal income tax purposes, it would be classified as a corporation for such purposes. In that event, the Trust would be subject to entity-level U.S. federal income tax (currently at the rate of 21%) on its net taxable income and certain distributions made by the Trust to shareholders would be treated as taxable dividends to the extent of the Trust’s current and accumulated earnings and profits.
Digital Asset Trading Platform Valuation
US GAAP defines fair value as the price the Trust would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Trust’s policy is to value investments held at fair value.
The Trust identifies and determines the SOL principal market (or in the absence of a principal market, the most advantageous market) for GAAP purposes consistent with the application of the fair value measurement framework in FASB ASC 820 – Fair Value Measurement. A principal market is the market with the greatest volume and activity level for the asset or liability. The determination of the principal market will be based on the market with the greatest volume and level of activity that can be accessed. The Trust obtains relevant volume and level of activity information and based on initial analysis will select an exchange market as the Trust’s principal market. The net asset value (“NAV”) and NAV per Share will be calculated using the fair value of SOL based on the price provided by this exchange market, as of 4:00 p.m. ET on the measurement date for GAAP purposes. The Trust will update its principal market analysis periodically and as needed to the extent that events have occurred, or activities have changed in a manner that could change the Trust’s determination of the principal market.
Various inputs are used in determining the fair value of assets and liabilities. Inputs may be based on independent market data (“observable inputs”) or they may be internally developed (“unobservable inputs”). These inputs are categorized into a disclosure hierarchy consisting of three broad levels for financial reporting purposes. The level of a value determined for an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are as follows:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means; and
Level 3: Unobservable inputs, including the Trust’s assumptions used in determining the fair value of investments, where there is little or no market activity for the asset or liability at the measurement date.
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The following table presents information about the Trust’s assets measured at fair value:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| June 30, 2026 (Unaudited) | ||||||||||||||||
| Assets | ||||||||||||||||
| Investment in SOL | $ | $ | $ | $ | ||||||||||||
| December 31, 2025 | ||||||||||||||||
| Assets | ||||||||||||||||
| Investment in Solana | $ | $ | $ | $ |
There were no transfers between levels for the six months ended June 30, 2026 or for the period from November 17, 2025 (initial share purchase date) through December 31, 2025.
The following tables summarize activity in SOL for the six months ended June 30, 2026 and for the period from November 17, 2025 (initial share purchase date) through December 31, 2025:
| SOL | Fair Value | |||||||
| Beginning balance as of January 1, 2026 | $ | |||||||
| SOL purchased | ||||||||
| SOL earned from staking | ||||||||
| SOL sold for the redemption of Shares | ( | ) | ( | ) | ||||
| SOL contributed in-kind for the creation of Shares | ||||||||
| SOL distributed in-kind for the redemption of Shares | ||||||||
| SOL transferred to pay the Sponsor fee | ||||||||
| Net change in unrealized appreciation (depreciation) in SOL | — | ( | ) | |||||
| Net realized gain (loss) on investment in SOL transferred to pay Sponsor fee | — | |||||||
| Net realized gain (loss) on investment in SOL sold for redemptions | — | ( | ) | |||||
| Ending balance as of June 30, 2026 (Unaudited) | $ | |||||||
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| SOL | Fair Value | |||||||
| Beginning balance as of November 17, 2025 | $ | |||||||
| SOL purchased | ||||||||
| SOL earned from staking | ||||||||
| SOL sold for the redemption of Shares | ||||||||
| SOL contributed in-kind for the creation of Shares | ||||||||
| SOL distributed in-kind for the redemption of Shares | ||||||||
| SOL transferred to pay the Sponsor fee | ||||||||
| Net change in unrealized appreciation (depreciation) in SOL | — | ( | ) | |||||
| Net realized gain (loss) on investment in SOL transferred to pay Sponsor fee | — | |||||||
| Ending balance as of December 31, 2025 | $ | |||||||
Calculation of NAV
The Administrator, defined below, determines the NAV of the Trust on each day that the Exchange is open for regular trading, as promptly as practicable after 4:00 p.m. ET. The NAV of the Trust is the aggregate value of the Trust’s assets less its accrued but unpaid liabilities (which include accrued expenses). In determining the Trust’s NAV, the Administrator values SOL held by the Trust based on the price set by the Index as of 4:00 p.m. ET. The Administrator also determines the NAV per Share. For purposes of the Trust’s financial statements, the Trust utilizes a pricing source that is consistent with GAAP, as of the financial statement measurement date, which may result in valuations that differ from the Trust’s daily NAV calculations. The Sponsor determines in its sole discretion the valuation sources and policies used to prepare the Trust’s financial statements in accordance with GAAP.
The Trust’s NAV per Share is calculated by taking the current fair value of its total assets, subtracting any liabilities, and dividing that total by the number of Shares.
Segment Reporting
The Trust operates through a single operating and reporting segment with a primary objective of providing exposure to the price of SOL held by the Trust, less the expenses of the Trust’s operations and other liabilities. The Trust’s chief operating decision maker (“CODM”) is the Principal Executive Officer. The CODM monitors the operating results of the Trust and the Trust’s long-term strategic asset allocation is predetermined in accordance with the terms of its prospectus, based on the defined investment strategy against which the CODM assesses the Trust’s performance. In addition to other metrics, the CODM uses net increase (decrease) in net assets resulting from operations as a key metric to assess the Trust’s performance.
(a) Sponsor
The
Trust pays the Sponsor an annual unified fee of
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The Sponsor agreed
to waive the Sponsor Fee in its entirety until the earlier of: (1) the Federal Reserve's Federal Open Market Committee establishing a
target range for the Federal Funds Rate that includes or is lower than
As partial consideration for its receipt of the Sponsor Fee, the Sponsor is obligated under the Trust Agreement to assume and pay all fees and other expenses incurred by the Trust in the ordinary course of its affairs, excluding taxes, but including: (i) the fees of the Trust’s third-party service providers, including, but not limited to, the Marketing Agent, the Administrator, the Custodian, the Transfer Agent, the Cash Custodian, the Index Provider, and the Trustee, (ii) the fees and expenses related to the listing, quotation or trading of the Shares on the Exchange (including customary legal, marketing and audit fees and expenses), (iii) legal fees and expenses incurred in the ordinary course, (iv) audit fees, (v) regulatory fees, including, if applicable, any fees relating to the registration of the Trust and Shares, including any ongoing filings related to the offering of Shares, under the 1933 Act or the 1934 Act, (vi) printing and mailing costs, (vii) costs of maintaining the Trust’s website and (viii) applicable license fees (each, a “Sponsor-paid Expense” and collectively, 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 expenses related to the organization and offering of the Trust and the Shares.
The Trust may incur certain extraordinary, nonrecurring expenses that are not Sponsor-paid Expenses, including, but not limited to, brokerage and transaction costs associated with the sale or transfer of SOL, taxes and governmental charges, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust, the Trust’s assets, or the interests of Shareholders, any indemnification of the Custodian or other agents, service providers or counterparties of the Trust, and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters (collectively, “Extraordinary Expenses”). To the extent on-chain transaction fees are incurred in connection with transfers or sales of SOL to pay Extraordinary Expenses, the Trust will bear such fees, but to the extent there are any on-chain transaction fees incurred in connection with the transfers of SOL to pay the Sponsor Fee or any Sponsor-paid Expenses, the Sponsor, and not the Trust, shall 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 quantity as may be necessary to permit the payment of Trust expenses and liabilities not assumed by the Sponsor or for payment of cash redemption proceeds to Authorized Participants (as defined below). The Trust will seek to transfer or sell SOL at such times and in the smallest amounts required to permit such payments as they become due. With respect to transfers or sales necessary to pay Trust expenses and liabilities that are denominated other than in SOL, the amount of SOL transferred or sold may vary from time to time depending on the actual sales price of SOL relative to the Trust’s expenses and liabilities (e.g., if the price of SOL falls, the amount of SOL needed to be transferred or sold to pay an expense or liability denominated in U.S. dollars will increase). To the extent the Trust must buy or sell SOL, the Trust may do so through a third-party digital asset broker or dealer. The Sponsor will select third party brokers or dealers that it believes have implemented adequate AML, KYC and other legal compliance policies and procedures.
Under the terms of each Authorized Participant Agreement, the Authorized Participants will be responsible for any brokerage or transaction costs associated with the sale or transfer of SOL incurred in connection with the fulfillment of a creation or redemption order.
| (b) | Administrator, Custodian and Transfer Agent |
U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (the “Administrator” and “Transfer Agent”) serves as administrator, transfer agent and accounting agent of the Trust pursuant to a Fund Servicing Agreement. BitGo Trust Company, Inc. (the “Custodian”) serves as the Trust’s SOL Custodian. Under the BitGo Custodial Services Agreement, the Custodian is responsible for safekeeping all the Trust’s SOL. The Custodian was selected by the Sponsor. The Sponsor is responsible for opening accounts with the Custodian that hold the Trust’s SOL (the “SOL Accounts”), as well as facilitating the transfer or sale of SOL required for the operation of the Trust.
U.S. Bank, N.A., an affiliate of the Administrator and Transfer Agent serves as the cash custodian for the Trust (the “Cash Custodian”). The Cash Custodian is responsible for safekeeping all cash and other non-SOL assets of the Trust.
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| (c) | Marketing Agent |
Paralel Distributors LLC is the marketing agent of the Trust (the “Marketing Agent”) and is responsible for reviewing and approving the marketing materials, including the Trust’s website, prepared by the Sponsor for compliance with applicable SEC and Financial Industry Regulatory Authority, Inc. (“FINRA”) advertising laws, rules, and regulations pursuant to a marketing agreement with the Trust. The Marketing Agent is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and a member of FINRA. With the assistance of the Marketing Agent, the Sponsor developed a marketing plan for the Trust, prepared marketing materials regarding the Shares of the Trust, and exercises the marketing plan of the Trust on an ongoing basis.
(d) Principal Financial Officer
Employees of PINE Advisors LLC (“PINE”) serve as officers of the Trust. In consideration for these services, the Sponsor pays PINE an annual fee. The Sponsor also reimburses PINE for certain out-of-pocket expenses.
The Trust is an exchange-traded product. The Trust issues Shares on a continuous basis and, when the Trust creates or redeems its Shares, it does 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). Certain financial firms are authorized to purchase or redeem Shares of the Trust (“Authorized Participants”).
The manner by which creations are made is dictated by the terms of the Authorized Participant Agreement. Creation orders may be denominated and settled in an amount of SOL (“In-Kind Creation Order”) or in cash (“Cash Creation Order”). By placing an In-Kind Creation Order, an Authorized Participant agrees to facilitate the deposit of SOL with the Custodian, either directly or indirectly through an Authorized Participant Designee. By placing a Cash Creation Order, an Authorized Participant agrees to facilitate the deposit of cash with the Cash Custodian. An Authorized Participant may not withdraw a creation order without the prior consent of the Sponsor in its discretion.
The manner by which redemptions are made is dictated by the terms of the Authorized Participant Agreement. Redemption orders are denominated and settled either in-kind (“In-Kind Redemption Order”) or in cash (“Cash Redemption Order”). By placing a redemption order, an Authorized Participant agrees to facilitate the deposit of Shares with the Transfer Agent. If an Authorized Participant fails to consummate the foregoing, the order will be cancelled or delayed until the required Shares have been received. An Authorized Participant may not withdraw a redemption order without the prior consent of the Sponsor in its discretion.
Shares initially comprising the same Basket but offered by the Authorized 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 the Trust’s assets, and market conditions at the time of a transaction. Shareholders who buy or sell Shares during the day from their broker may do so at a premium or discount relative to the NAV of the Shares of the Trust.
Shareholders who decide to buy or sell Shares of the Trust place their trade orders through their brokers and incur customary brokerage commissions and charges.
Only Authorized Participants may place orders to create and redeem baskets through the Transfer Agent. The Transfer Agent coordinates with the Trust’s custodian to facilitate settlement of the Shares.
Share activity for the three and six months ended June 30, 2026 were as follows:
Three Months Ended June 30, 2026 (Unaudited)* | Six Months Ended June 30, 2026 (Unaudited)* | |||||||||||||||
| Number of Shares | Value of Shares | Number of Shares | Value of Shares | |||||||||||||
| Creations | $ | $ | ||||||||||||||
| Redemptions | ( | ) | ( | ) | ||||||||||||
| Net change in Shares created and redeemed | $ | $ | ||||||||||||||
| * |
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The following financial highlights relate to investment performance and operations for a Share outstanding for the three and six months ended June 30, 2026. The total return at NAV is based on the change in NAV of a Share during the period, and the total return at market value is based on the change in market value of a Share on the Exchange during the period. An individual investor’s return and ratios may vary based on the timing of capital transactions.
| Three Months Ended June 30, 2026 (Unaudited)* | Six Months Ended June 30, 2026 (Unaudited)* | |||||||
| Net Asset Value, Beginning of Period | $ | $ | ||||||
| Net Investment Income (Loss)(a) | ||||||||
| Net Realized and Unrealized Gain (Loss) on Investments(b) | ( | ) | ( | ) | ||||
| Net Increase (Decrease) in Net Asset Value Resulting from Operations | ( | ) | ( | ) | ||||
| Net Asset Value, End of Period | $ | $ | ||||||
| Market Value Per Share(c) | $ | $ | ||||||
| Total Return at Net Asset Value(d) | - | % | - | % | ||||
| Total Return at Market Value(c)(d) | - | % | - | % | ||||
| Ratios to Average Net Assets:(e) | ||||||||
| Expense Ratio Before Expense Waiver(e) | % | % | ||||||
| Expense Ratio After Expense Waiver(e) | % | % | ||||||
| Net Investment Income (Loss) Before Expense Waiver(e) | % | % | ||||||
| Net Investment Income (Loss) After Expense Waiver(e) | % | % | ||||||
| * |
| (a) |
| (b) |
| (c) |
| (d) |
| (e) |
The Sponsor is considered to be a related party to the Trust. The Trust's operations are supported by its Sponsor. As of June 30, 2026, the Sponsor did not own any Shares of the Trust.
In the normal course of business, the Trust may enter into contracts that contain a variety of general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust which have not yet occurred and cannot be predicted with any certainty. However, the Sponsor believes the risk of loss under these arrangements to be remote. There were no commitments or contingencies required to be disclosed as of the date of the financial statements.
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Under normal circumstances, the Sponsor will seek to stake all of the Trust’s SOL through one or more staking providers (each, a “Staking Provider”) except for SOL reserved by the Sponsor in its sole discretion to facilitate foreseeable redemption transactions, pay Trust expenses or otherwise protect the Trust and its assets. In consideration for any staking activity in which the Trust may engage, the Trust will receive a portion of the staking rewards generated by a Staking Provider. The Staking Provider for the Trust’s SOL is Sous Vide Ltd. (“Marinade Finance”).
The Trust earns
staking rewards by delegating a portion of its SOL on the Solana Network’s proof-of-stake consensus protocol. The Trust will stake
the Trust’s SOL on the Solana Network through the Custodian using a software protocol provided by Marinade Finance that connects
the Trust to a pool of verified validator nodes on the Solana Network for automated SOL staking optimization. As a result of any staking
activity in which the Trust may engage, the Trust expects to receive certain staking rewards of SOL, which may be treated for federal
income tax purposes as income to the Trust. The Trust itself will not engage in staking activities, including operation of a validator
node. Instead, the staking program will be operated through the Trust’s service providers, including the Custodian and Staking Provider.
The Staking Provider exercises no discretion as to the amount the Trust’s SOL to be staked or timing of the staking activities.
The Custodian will maintain exclusive possession and control of the private keys associated with any staked SOL at all times. As of December
31, 2025 and June 30, 2026,
Staking rewards
represent variable consideration, as the amount of rewards is not known until the applicable validation activities are completed, and
the Trust receives rewards in their custodial account. The contract term is the length of each staking epoch. The staking epoch for the
Solana Network is approximately two days. Staking rewards are recognized as income when the Trust satisfies its performance obligations
(i.e., the Trust’s validator successfully validates blocks or transactions as determined by the protocol) ratably over the contract
term. Staking rewards are received in SOL, which represents non-cash consideration. Non-cash consideration is measured at fair value at
the inception of each contract (i.e., the beginning of each staking epoch). Because the Trust is not the principal to the block validation
service, it does not control the full output of the reward-generating activity, and instead receives net staking rewards, after Validator
Fees are deducted. As such, the Trust presents staking income on a net basis, reflecting only the portion of protocol rewards to which
it is entitled. For the three and six month periods ended June 30, 2026, the Trust generated $
Substantially all of the Trust’s assets are holdings of SOL, which creates a concentration risk associated with fluctuations in the price of SOL. Accordingly, a decline in the price of SOL will have an adverse effect on the value of the Shares of the Trust. Factors that may have the effect of causing a decline in the price of SOL include negative perception of digital assets; a lack of stability and standardized regulation in the digital asset markets; the closure or temporary shutdown of digital asset platforms due to fraud, business failure, security breaches or government mandated regulation; and a loss of investor confidence.
The Sponsor has evaluated
subsequent events through the date these financial statements were issued. Effective June 30, 2026, the Sponsor's voluntary waiver of
the entirety of the Sponsor's Fee expired in accordance with its terms. As a result, beginning July 1, 2026, the Trust is subject to
the full contractual Sponsor's Fee of
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of the Trust’s financial condition and results of operations should be read together with, and is qualified in its entirety by reference to, the Trust’s unaudited financial statements and related notes included elsewhere in this Quarterly Report, which have been prepared in accordance with GAAP.
This Quarterly Report on Form 10-Q (the “Quarterly Report”) includes “forward-looking statements” with respect to the financial conditions, results of operations, plans, objectives, future performance and business of Canary Marinade Solana ETF (the “Trust”). In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this Quarterly Report that address activities, events, or developments that will or may occur in the future, including such matters as movements in the digital asset markets, the Trust’s operations, the plans of Canary Capital Group LLC (the “Sponsor”), and references to the Trust’s future success and other similar matters, are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses the Sponsor has made based on its perception of historical trends, current conditions, and expected future developments, as well as other factors appropriate in the circumstances.
Factors which could have a material adverse effect on the Trust’s business, financial condition or results of operations and future prospects or which could cause actual results to differ materially from the Trust's expectations include, but are not limited to:
| ● | the special considerations discussed in this Quarterly Report; |
| ● | general economic, market and business conditions; |
| ● | technology developments regarding the use of SOL and other digital assets, including the systems used by the Sponsor and the Trust’s custodians in their provision of services to the Trust; |
| ● | changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies; |
| ● | other world economic and political developments, including, without limitation, global pandemics and the societal and government responses thereto; and |
| ● | any additional factors discussed in this Quarterly Report, as well as those described from time to time in the Trust’s future reports filed with the SEC. |
All the forward-looking statements made in this Quarterly Report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the Trust’s operations or the value of the Shares.
Should one or more of these factors or other uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those described in forward-looking statements. Forward-looking statements are made based on the Sponsor’s beliefs, estimates and opinions on the date the statements are made, and neither the Trust nor the Sponsor is under a duty to update any of the forward-looking statements to conform such statements to actual results or to reflect a change in the Sponsor’s expectations or predictions, other than as required by applicable laws. Investors are therefore cautioned against relying on forward-looking statements.
Overview of the Trust
The Trust is an exchange-traded fund that issues Shares that are listed and trade on the Exchange. The Trust’s investment objective is to seek to provide exposure to the price of SOL held by the Trust, less the expenses of the Trust’s operations and other liabilities. A secondary investment objective is for the Trust to earn additional SOL through the validation of transactions in the SOL network’s (the “Solana Network”) proof-of-stake (“PoS”) process. In seeking to achieve its investment objectives, the Trust holds SOL and establishes its NAV on each business day by reference to the Pricing Benchmark. The Pricing Benchmark is calculated by the Benchmark Provider based on a 60-minute time-weighted average price of the Underlying Index, which is an aggregation of executed trade flow of Constituent Platforms. The Benchmark Provider publishes the Pricing Benchmark. The Trust is sponsored by the Sponsor.
The Shareholders of the Trust take no part in the management or control, and have no voice in, the Trust’s operations or business. Except to elect a successor Sponsor upon the resignation of the Sponsor or as otherwise required by laws of the state of Delaware, Shareholders have no voting rights under the Trust Agreement.
Liquidity and Capital Resources
The Trust typically does not hold a cash balance except in connection with the creation and redemption of “Baskets” (i.e., blocks of 10,000 Shares) or to pay expenses not assumed by the Sponsor. The Trust pays the Sponsor an annual unified fee of 0.50% of the Trust’s SOL Holdings (the “Sponsor Fee”). The Trust’s “SOL Holdings” is the quantity of the Trust’s SOL plus any cash or other assets held by the Trust represented in SOL as calculated using the 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.
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The Trust may also incur certain extraordinary, nonrecurring expenses that are not assumed by the Sponsor, including, but not limited to, brokerage and transaction costs associated with the sale or transfer of SOL, taxes and governmental charges, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust, the Trust’s assets, or the interests of Shareholders, any indemnification of the Custodians or other agents, service providers or counterparties of the Trust, and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters (collectively, “Extraordinary Expenses”). To the extent on-chain transaction fees are incurred in connection with transfers or sales of SOL to pay Extraordinary Expenses, the Trust will bear such fees.
To the extent it does not have cash readily available, the Sponsor shall cause the transfer or sale of SOL in such quantity as may be necessary to permit the payment of Trust expenses and liabilities not assumed by the Sponsor or for payment of redemption proceeds to Authorized Participants. The Trust does not bear any costs associated with the transfer or sale of SOL to pay the Sponsor Fee. To the extent the Trust incurs any Extraordinary Expenses, the Trust will bear the costs of any transfers or sales of SOL to pay such expenses. The Trust seeks to transfer SOL at such times and in the smallest amounts required to permit such payments as they become due. With respect to transfers or sales necessary to pay Trust expenses and liabilities that are denominated other than in SOL, the amount of SOL transferred or sold may vary from time to time depending on the actual sales price of SOL relative to the Trust’s expenses and liabilities (e.g., if the price of SOL falls, the amount of SOL needed to be transferred or sold to pay an expense denominated in U.S. dollars will increase). To the extent the Trust must buy or sell SOL, the Trust may do so through a third-party digital asset broker or dealer. When the Trust buys or sells SOL, the Sponsor seeks quotes from its SOL trading counterparties. Such transactions are typically conducted over the counter rather than over a trading platform or similar order matching service. The Sponsor selects third party brokers or dealers that it believes have implemented adequate AML, KYC and other legal compliance policies and procedures.
Results of Operations*
Three Months Ended June 30, 2026
The Trust’s net asset value increased from $1,145,618 at March 31, 2026, to $1,470,635 at June 30, 2026. The change in the Trust’s net assets resulted from an increase in outstanding Shares, which rose from 70,000 at March 31, 2026, to 100,000 at June 30, 2026, as a result of 30,000 Shares being created and no Shares being redeemed during the quarter, and a decrease in the value of SOL, which depreciated -11.42% from $83.11 at March 31, 2026, to $73.62 at June 30, 2026.
The net asset value per Share decreased -10.14% from $16.37 at March 31, 2026, to $14.71 at June 30, 2026.
The net asset value per Share of $19.38 at May 11, 2026, was the highest during the quarter, compared with a low of $12.44 at June 5, 2026.
The decrease in net assets from operations for the quarter ended June 30, 2026, was $(126,890), resulting from a decrease in unrealized gain on the Trust’s SOL investment of $(144,536), and staking income of $17,646.
Six Months Ended June 30, 2026
The Trust’s net asset value decreased from $1,926,808 at December 31, 2025, to $1,470,635 at June 30, 2026. The change in the Trust’s net assets resulted from an increase in outstanding Shares, which rose from 80,000 at December 31, 2025, to 100,000 at June 30, 2026, as a result of 40,000 Shares being created and 20,000 Shares being redeemed during the six-month period, and a decrease in the value of SOL, which depreciated -40.75% from $124.26 at December 31, 2025, to $73.62 at June 30, 2026.
The net asset value per Share decreased -38.92% from $24.09 at December 31, 2025, to $14.71 at June 30, 2026.
The net asset value per Share of $28.62 at January 14, 2026, was the highest during the six-month period, compared with a low of $12.44 at June 5, 2026.
The decrease in net assets from operations for the six months ended June 30, 2026, was $(678,848), resulting from a decrease in unrealized gain on the Trust’s SOL investment of $(684,292), realized losses on the disposition of SOL of $(34,177), and staking income of $39,621.
* No comparative prior-year periods have been presented as the initial share purchase date of the Trust was November 17, 2025.
Off-Balance Sheet Arrangements
As of June 30, 2026, the Trust has not used, nor does it expect to use in the future, special purpose entities to facilitate off balance sheet financing arrangements and has no loan guarantee arrangements or off-balance sheet arrangements of any kind other than agreements entered into in the normal course of business, which may include indemnification provisions related to certain risks service providers undertake in performing services which are in the best interests of the Trust. While the Trust’s exposure under such indemnification provisions cannot be estimated, these general business indemnifications are not expected to have a material impact on the Trust’s financial position.
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Critical Accounting Policies
Principal Market and Fair Value Determination
The Trust’s periodic financial statements are prepared in accordance with the FASB ASC Topic 820 and utilize an exchange-traded price from the Trust’s principal market for SOL on the Trust’s financial statement measurement date. The Sponsor determined in its sole discretion the valuation sources and policies used to prepare the Trust’s financial statements in accordance with GAAP. The Trust engaged a third-party vendor to obtain a price from a principal market for SOL, which was determined and designated by such third-party vendor daily based on its consideration of several exchange characteristics, including oversight, and the volume and frequency of trades. Under GAAP, such a price is deemed a Level 1 input in accordance with ASC Topic 820 because it is a quoted price in active markets for identical assets or liabilities.
Investment Company Considerations
The Trust follows accounting and reporting guidance in accordance with the FASB ASC Topic 946, Financial Services – Investment Companies. The Trust uses fair value as its method of accounting for SOL. The Trust qualifies as an investment company solely for accounting purposes and not for any other purpose. The Trust is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940, as amended. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable to “Smaller Reporting Companies,” as defined in Rule 12b-2 of the Exchange Act.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its 1934 Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Principal Executive Officer and Principal Financial Officer of the Sponsor to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor, the Sponsor conducted an evaluation of the Trust's disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based on this evaluation, the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor concluded that, as of June 30, 2026, the Trust’s disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in the Trust’s internal controls over financial reporting that occurred during the Trust’s most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, these internal controls over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Not applicable to Smaller Reporting Companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
| a) | None. |
| b) | Not applicable. |
| c) | The Trust does not purchase Shares directly from its Shareholders. The Trust did not redeem any Baskets in connection with Baskets held by Authorized Participants. |
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Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
| a) | All information required to be reported in a report on Form 8-K during the period covered by this Form 10-Q has been reported. |
| b) | Not applicable. |
| c) |
Item 6. Exhibits.
Listed below are the exhibits, which are filed as part of this quarterly report on Form 10-Q (according to the number assigned to them in Item 601 of Regulation S-K of the 1933 Act):
| 3.2** | Certificate of Trust, incorporated by reference to Exhibit 3.2 of the Trust's Registration Statement on Form S-1 (File No. 333-282903) filed on October 30, 2024 |
| 10.1** | Form of Initial Authorized Participant Agreement, incorporated by reference to Exhibit 10.1 of the Trust's Registration Statement on Form S-1 (File No. 333-282643) filed on September 26, 2025 |
| 10.2** | Marketing Agent Agreement, incorporated by reference to Exhibit 10.2 of the Trust’s Registration Statement on Form S-1 (File No. 333-282903) filed on September 26, 2025 |
| 10.3** | Custodial Services Agreement, incorporated by reference to Exhibit 10.3 of the Trust’s Registration Statement on Form S-1 (File No. 333-282903) filed on September 26, 2025 |
| 10.4** | Fund Administration Servicing Agreement, incorporated by reference to Exhibit 10.4 of the Trust’s Registration Statement on Form S-1 (File No. 333-282903) filed on September 26, 2025 |
| 10.5** | Transfer Agent Servicing Agreement, incorporated by reference to Exhibit 10.5 of the Trust’s Registration Statement on Form S-1 (File No. 333-282903) filed on September 26, 2025 |
| 10.6** | Fund Accounting and Servicing Agreement, incorporated by reference to Exhibit 10.6 of the Trust’s Registration Statement on Form S-1 (File No. 333-282903), filed on September 26, 2025 |
| 10.7** | Sponsor Agreement, incorporated by reference to Exhibit 10.7 of the Trust’s Registration Statement on Form S-1 (File No. 333-282903) filed on October 10, 2025 |
| 10.8** | Cash Custody Agreement (Custodian Agreement), incorporated by reference to Exhibit 3.1 of the Trust’s Registration Statement on Form S-1 (File No. 333-282903), filed on September 26, 2025 |
| 10.10** | Index License Agreement, incorporated by reference to Exhibit 10.10 of the Trust’s Registration Statement on Form S-1 (File No. 333-282903) filed on September 26, 2025 |
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2* | Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS* | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith
** Previously filed
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Canary Marinade Solana ETF | ||
| Date: August 7, 2026 | ||
| By: | /s/ Steven McClurg | |
| Name: Steven McClurg | ||
| Title: Chief Executive Officer (Principal Executive Officer)* | ||
| By: | /s/ Starr Frohlich | |
| Name: Starr Frohlich | ||
| Title: Principal Financial and Accounting Officer | ||
* The Registrant is a trust and this person is signing in their capacity as an officer of Canary Capital Group LLC, the Sponsor of the Registrant.
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