| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.001 par value per share |
| (b) | Name of Issuer:
Solana Co |
| (c) | Address of Issuer's Principal Executive Offices:
1650 Market Street, Suite 3600, PMB 17139084, Philadelphia,
PENNSYLVANIA
, 19103. |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission on September 25, 2025, as amended and supplemented by Amendment No. 1 thereto filed on May 26, 2026 (as so amended, the "Statement"), by Pantera Capital Partners LP ("Pantera"), Pantera Blockchain Fund LP ("Blockchain Fund"), Pantera DAT Opportunities Master Fund SP ("DAT Opportunities Fund"), Pantera Liquid Token Fund LP ("Liquid Token Fund" and, together with Blockchain Fund and DAT Opportunities Fund, the "Funds"), and Daniel W. Morehead, Founder and Managing Partner of Pantera. Unless otherwise noted herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Statement. Unless amended or supplemented below, the information in the Statement remains unchanged. |
| Item 2. | Identity and Background |
|
| (a) | This Amendment is filed by Pantera, the Funds, and Daniel W. Morehead, Founder and Managing Partner of Pantera. The Funds are under management by Pantera. Pantera serves as investment advisor to the Funds and has control and discretion over the shares held by the Funds.
The term "Reporting Persons" hereinafter refers to Pantera, Blockchain Fund, DAT Opportunities Fund, Liquid Token Fund, and Mr. Morehead, collectively.
Each of the Reporting Persons is party to that certain Joint Filing Agreement, which is listed as an exhibit in Item 7. |
| (b) | The principal business office of the Reporting Persons is c/o Pantera Capital Management LP at 600 Montgomery St, 45th Floor, San Francisco, CA, 94111. |
| (c) | The principal occupation of Mr. Morehead is to serve as the Founder and Managing Partner of Pantera.
The remaining Reporting Persons are principally engaged in the business of investment management or making, purchasing, selling and holding investments. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Morehead is a citizen of the United States. Pantera is organized under the laws of Delaware. Blockchain Fund and Liquid Token Fund are organized under the laws of Delaware. DAT Opportunities Fund is organized under the laws of the Cayman Islands. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Statement is hereby amended and supplemented as follows:
On September 11, 2026, Blockchain Fund exercised Cash Pre-Funded Warrants for 1,000,000 Class A Common Shares at an exercise price of $0.001 per share, for an aggregate cash payment to the Issuer of $1,000. The Cash Pre-Funded Warrants were issued pursuant to the Cash Pre-Funded Warrant Agreement, dated September 15, 2025 by and among the Issuer, Pantera Capital Management LP and Summer Wisdom Holdings Limited. The source of funds for the warrant exercise was working capital of Blockchain Fund, derived from the working capital of the Funds. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Statement is hereby amended and supplemented as follows:
The information set forth or incorporated in Item 3 and Item 6 of this Amendment is hereby incorporated by reference in its entirety into this Item 4.
On September 11, 2026, Blockchain Fund exercised Cash Pre-Funded Warrants for 1,000,000 Class A Common Shares at an exercise price of $0.001 per share, for an aggregate cash payment to the Issuer of $1,000. Other than as described in this Item 4, none of the Reporting Persons presently has any additional plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of this Schedule 13D, but depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect to their investment in the Issuer at any time. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Statement is hereby amended and restated as follows:
On the date of this Amendment, the Reporting Persons beneficially own the shares of Common Stock set forth below. The percentages set out in this Item 5 are calculated based on 61,458,703 Common Shares, consisting of 60,458,703 Common Shares issued and outstanding as of August 12, 2026 as reported by the Company, adjusted to include the exercise of 1,000,000 warrants and related issuance of 1,000,000 shares.
(1) 5,260,680 shares of Common Stock directly held by Blockchain Fund (or 8.56% of the Common Stock issued and outstanding);
(2) 581,311 shares of Common Stock directly held by DAT Opportunities Fund (or 0.95% of the Common Stock issued and outstanding);
(3) 145,328 shares of Common Stock directly held by Liquid Token Fund (or 0.24% of the Common Stock issued and outstanding); and
(4) 10,000 shares of Common Stock directly held by Mr. Morehead (or 0.02% of the Common Stock issued and outstanding), over which he holds sole voting and dispositive power.
Pantera, as investment manager of the Funds, may be deemed to beneficially own the 5,987,319 shares of Common Stock held in the aggregate by the Funds, which is approximately 9.74% of the Common Stock issued and outstanding.
Mr. Morehead, as the Founder, Managing Partner and control person of Pantera, may be deemed to beneficially own an aggregate of 5,997,319 shares of Common Stock, which is approximately 9.76% of the Common Stock issued and outstanding, consisting of the 5,987,319 shares held in the aggregate by the Funds and the 10,000 shares he holds directly.
Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its or his pecuniary interest therein. |
| (b) | The information contained on the cover pages to this Amendment is incorporated by reference into this Item 5(b). |
| (c) | Except the information set forth in this Amendment, no transactions in any of the Common Stock have been effected by the Reporting Persons during the past sixty days. |
| (d) | None. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information set forth or incorporated in Item 3, Item 4 and Item 5 is hereby incorporated by reference in its entirety into this Item 6.
The foregoing description of the Cash Pre-Funded Warrants does not purport to be complete and is qualified in its entirety by the full text of the Cash Pre-Funded Warrants that is incorporated by reference herein. |
| Item 7. | Material to be Filed as Exhibits. |
| | 1. Form of Cash Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K, filed with the SEC on September 15, 2025).
2. Joint Filing Agreement, dated September 25, 2025, by and among the Reporting Persons (previously filed with the Statement). |
