Warrant-heavy investor in Solana Co (NASDAQ: HSDT) bumps up against 9.99% cap

Rhea-AI Filing Summary

Solana Co (symbol HSDT) reports that Solana Rocket Holdings Limited and its controlling shareholder, CHUNG Wai Shing, together are deemed to beneficially own 6,376,746 shares of Class A Common Stock, equal to 9.99% of the class as of August 12, 2026, under a Beneficial Ownership Blocker.

The position consists of 3,004,154 shares of Common Stock, pre-funded warrants to purchase up to 215,966 shares, and cash stapled warrants to purchase up to 14,823,426 shares. Beneficial ownership is calculated using 60,458,703 shares outstanding plus 3,372,592 shares issuable upon partial warrant exercise, with all voting and dispositive power shared between the Reporting Persons.

Key Figures

Deemed beneficial ownership: 6,376,746 shares of Common Stock Percent of class: 9.99% Shares outstanding: 60,458,703 shares of Common Stock +4 more

7 metrics

Deemed beneficial ownership 6,376,746 shares of Common Stock Beneficially owned by the Reporting Persons as of August 12, 2026, subject to Beneficial Ownership Blocker

Percent of class 9.99% Percentage of Solana Co Class A Common Stock deemed beneficially owned by the Reporting Persons

Shares outstanding 60,458,703 shares of Common Stock Shares outstanding used to calculate beneficial ownership, from Form 10-Q filed August 14, 2026

Direct Common Stock holdings 3,004,154 shares of Common Stock Shares of Solana Co Common Stock held by Solana Rocket

Pre-funded warrants 215,966 shares of Common Stock Maximum number of shares issuable upon exercise of pre-funded warrants held by Solana Rocket

Cash stapled warrants 14,823,426 shares of Common Stock Maximum number of shares issuable upon exercise of cash stapled warrants held by Solana Rocket

Shares counted from warrants 3,372,592 shares of Common Stock Shares issuable upon partial exercise of warrants included in beneficial ownership due to 9.99% blocker

Key Terms

Beneficial Ownership Blocker, pre-funded warrants, cash stapled warrants, shared dispositive power, +1 more

5 terms

Beneficial Ownership Blocker regulatory

"As a result of the Beneficial Ownership Blocker (as defined in Item 4)"

A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.

pre-funded warrants financial

"certain pre-funded warrants to purchase up to 215,966 shares of Common Stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

cash stapled warrants financial

"and (iii) certain cash stapled warrants to purchase up to 14,823,426 shares"

shared dispositive power financial

"Shared Dispositive Power 6,376,746.00"

beneficially own regulatory

"may be deemed to beneficially own 9.99% of the outstanding shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

FAQ

What percentage of Solana Co (HSDT) does Solana Rocket Holdings Limited beneficially own?

Solana Rocket Holdings Limited and CHUNG Wai Shing are deemed to beneficially own 9.99% of Solana Co’s Class A Common Stock, representing 6,376,746 shares as of August 12, 2026, based on the company’s reported outstanding shares and partial warrant exercisability.

How many Solana Co (HSDT) shares does Solana Rocket directly hold and through warrants?

Solana Rocket directly holds 3,004,154 shares of Common Stock, pre-funded warrants to purchase up to 215,966 shares, and cash stapled warrants to purchase up to 14,823,426 shares of Common Stock. Only a portion of these warrants is counted for beneficial ownership due to the blocker.

What is the Beneficial Ownership Blocker disclosed for Solana Co (HSDT)?

The Beneficial Ownership Blocker prevents the Reporting Persons and their affiliates from exercising warrants if, after exercise, they would beneficially own more than 9.99% of Solana Co’s outstanding Common Stock. This cap limits the shares counted as beneficially owned.

How is Solana Rocket’s beneficial ownership in Solana Co (HSDT) calculated?

Beneficial ownership is calculated using 60,458,703 shares of Common Stock outstanding and 3,372,592 shares issuable upon partial exercise of the warrants, reflecting the 9.99% Beneficial Ownership Blocker. This yields 6,376,746 deemed beneficially owned shares as of August 12, 2026.

Who shares voting and dispositive power over Solana Co (HSDT) shares reported here?

Solana Rocket Holdings Limited and CHUNG Wai Shing share voting and dispositive power over 6,376,746 shares of Solana Co Common Stock. Both report 0 sole voting power and 0 sole dispositive power, with all such powers held on a shared basis.

What is the relationship between Solana Rocket and CHUNG Wai Shing in the Solana Co (HSDT) holdings?

CHUNG Wai Shing is the controlling shareholder of Solana Rocket Holdings Limited and may be deemed to beneficially own the same Solana Co securities that Solana Rocket holds. Both are joint Reporting Persons for the 6,376,746 deemed beneficially owned shares.

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Available on EDGAR 08/24/2026 - 04:04 PM Accepted by SEC EDGAR 08/24/2026 - 04:02 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Solana Co

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

42328V876

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 42328V876

1

Names of Reporting Persons

Solana Rocket Holdings Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,376,746.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,376,746.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,376,746.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Note to Rows 6, 8 and 9: The amount beneficially owned consists of (i) 3,004,154 shares of Common Stock, (ii) certain pre-funded warrants to purchase up to 215,966 shares of Common Stock, and (iii) certain cash stapled warrants to purchase up to 14,823,426 shares of Common Stock (such pre-funded warrants and cash stapled warrants, together, the "Warrants"), all of which are held directly by Solana Rocket Holdings Limited. Mr. CHUNG Wai Shing is the controlling shareholder of Solana Rocket Holdings Limited and, as such, may be deemed to beneficially own the securities reported herein. As a result of the Beneficial Ownership Blocker (as defined in Item 4), beneficial ownership of the Reporting Persons is capped at 9.99% of the outstanding shares of Common Stock, representing 6,376,746 shares of Common Stock calculated as described herein as of August 12, 2026. Note to Row 11: The percentage of beneficial ownership is calculated based on (i) 60,458,703 shares of Common Stock outstanding, as reported in the Form 10-Q filed by the Issuer with the SEC on August 14, 2026, and (ii) 3,372,592 shares of Common Stock issuable upon the partial exercise of the Warrants held by Solana Rocket Holdings Limited, which reflects the Beneficial Ownership Blocker.

SCHEDULE 13G

CUSIP Number(s): 42328V876

1

Names of Reporting Persons

CHUNG Wai Shing

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,376,746.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,376,746.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,376,746.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Note to Rows 6, 8 and 9: The amount beneficially owned consists of (i) 3,004,154 shares of Common Stock, (ii) certain pre-funded warrants to purchase up to 215,966 shares of Common Stock, and (iii) certain cash stapled warrants to purchase up to 14,823,426 shares of Common Stock (such pre-funded warrants and cash stapled warrants, together, the "Warrants"), all of which are held directly by Solana Rocket Holdings Limited. Mr. CHUNG Wai Shing is the controlling shareholder of Solana Rocket Holdings Limited and, as such, may be deemed to beneficially own the securities reported herein. As a result of the Beneficial Ownership Blocker (as defined in Item 4), beneficial ownership of the Reporting Persons is capped at 9.99% of the outstanding shares of Common Stock, representing 6,376,746 shares of Common Stock calculated as described herein as of August 12, 2026. Note to Row 11: Note to Row 11: The percentage of beneficial ownership is calculated based on (i) 60,458,703 shares of Common Stock outstanding, as reported in the Form 10-Q filed by the Issuer with the SEC on August 14, 2026, and (ii) 3,372,592 shares of Common Stock issuable upon the partial exercise of the Warrants held by Solana Rocket Holdings Limited, which reflects the Beneficial Ownership Blocker.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Solana Co
(b)	Address of issuer's principal executive offices: 1650 Market Street, Suite 3600, PMB 17139084, Philadelphia, PA 19103
Item 2.
(a)	Name of person filing: This Schedule 13G/A is being filed jointly by Solana Rocket Holdings Limited, a British Virgin Islands business company ("Solana Rocket"), and Mr. CHUNG Wai Shing, an individual (collectively, the "Reporting Persons"). Mr. CHUNG Wai Shing is the controlling shareholder of Solana Rocket. As a result, Mr. CHUNG Wai Shing may be deemed to share voting and dispositive power with respect to the securities held by Solana Rocket.
(b)	Address or principal business office or, if none, residence: The principal business address for both Reporting Persons is 3rd Floor, J & C Building, Road Town, Tortola, British Virgin Islands, VG1110.
(c)	Citizenship: Solana Rocket: British Virgin Islands CHUNG Wai Shing: Hong Kong, China
(d)	Title of class of securities: Class A Common Stock, $0.001 par value per share
(e)	CUSIP No.: 42328V876
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Solana Rocket held 3,004,154 shares of Common Stock, certain pre-funded warrants to purchase up to 215,966 shares of Common Stock, and certain cash stapled warrants to purchase up to 14,823,426 shares of Common Stock (such pre-funded warrants and cash stapled warrants, together, the "Warrants"). The Reporting Persons are prohibited from exercising the Warrants if, as a result of such exercise, the Reporting Persons (together with their affiliates) would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise (the "Beneficial Ownership Blocker"). Accordingly, pursuant to Rule 13d-3 of the Securities Act of 1933, as amended, the Reporting Persons may be deemed to beneficially own 9.99% of the outstanding shares of Common Stock, representing 6,376,746 shares of Common Stock as of August 12, 2026. The calculation of beneficial ownership of the Reporting Persons is based on (i) 60,458,703 shares of Common Stock outstanding, as reported in the Form 10-Q filed by the Issuer with the SEC on August 14, 2026, and (ii) 3,372,592 shares of Common Stock issuable upon the partial exercise of the Warrants held by Solana Rocket, which reflects the Beneficial Ownership Blocker.
(b)	Percent of class: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 6,376,746
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 6,376,746
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Solana Rocket Holdings Limited

Signature:	/s/ Cheng Rutang
Name/Title:	Cheng Rutang, Director
Date:	08/24/2026

CHUNG Wai Shing

Signature:	/s/ CHUNG Wai Shing
Name/Title:	CHUNG Wai Shing, Individually
Date:	08/24/2026