[SCHEDULE 13G/A] Solana Co Amended Passive Investment Disclosure
Solana Rocket reports 9.99% stake in Solana Co
Solana Rocket Holdings Limited and CHUNG Wai Shing have amended their ownership report for Solana Co. They jointly report beneficial ownership of 4,192,186 shares of Class A common stock, representing 9.99% of the company as of December 31, 2025.
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Solana Rocket Holdings Limited and CHUNG Wai Shing have amended their ownership report for Solana Co. They jointly report beneficial ownership of 4,192,186 shares of Class A common stock, representing 9.99% of the company as of December 31, 2025.
The position is made up of 3,529,754 common shares plus pre-funded warrants for up to 10,743,213 shares and cash stapled warrants for up to 14,823,426 shares, all held by Solana Rocket. A “Beneficial Ownership Blocker” prevents them from exercising warrants if it would push their stake above 9.99%.
The 9.99% figure is calculated using 41,301,400 shares outstanding as of November 17, 2025, plus 662,432 shares issuable on partial warrant exercise. Voting and dispositive power over all 4,192,186 shares is reported as shared.
FAQ
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What ownership stake in Solana Co does HSDT holder Solana Rocket report?
Solana Rocket Holdings Limited and CHUNG Wai Shing report beneficial ownership of 4,192,186 Solana Co shares, equal to 9.99% of the Class A common stock. This figure includes existing shares and a limited portion of shares issuable from warrants, constrained by a 9.99% ownership cap.
How is the 9.99% Solana Co ownership percentage for HSDT calculated?
The 9.99% is based on 41,301,400 Solana Co shares outstanding as of November 17, 2025, plus 662,432 shares issuable from partial warrant exercise. This total underpins the 4,192,186 shares of deemed beneficial ownership reported by Solana Rocket and CHUNG Wai Shing.
What securities does Solana Rocket hold in Solana Co (HSDT)?
Solana Rocket holds 3,529,754 Solana Co common shares, pre-funded warrants for up to 10,743,213 shares, and cash stapled warrants for up to 14,823,426 shares. All these instruments are directly held by Solana Rocket and form the basis of its reported beneficial ownership.
What is the Beneficial Ownership Blocker mentioned for Solana Co (HSDT)?
The Beneficial Ownership Blocker prevents Solana Rocket and its affiliates from exercising warrants if doing so would lift their stake above 9.99% of Solana Co’s outstanding common stock. This cap limits how many warrant shares can be counted as beneficially owned at any time.
Who shares voting and dispositive power over Solana Co shares in this 13G/A?
Solana Rocket Holdings Limited and its controlling shareholder, CHUNG Wai Shing, report shared voting and dispositive power over 4,192,186 Solana Co shares. They report zero sole voting or dispositive power, reflecting joint control over the reported position under SEC beneficial ownership rules.
Why did Solana Rocket and CHUNG Wai Shing file an amended Schedule 13G/A for HSDT?
They filed an amended Schedule 13G/A to update their beneficial ownership disclosure in Solana Co’s Class A common stock. The amendment details their 9.99% capped stake, the mix of common shares and warrants held, and how the Beneficial Ownership Blocker limits additional warrant exercises.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Solana Co
(Name of Issuer)
Class A Common Stock, $0.001 par value per share
(Title of Class of Securities)
42328V876
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
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
4,192,186.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,192,186.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,192,186.00
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) 3,529,754 shares of Common Stock, (ii) certain pre-funded warrants to purchase up to 10,743,213 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 4,192,186 shares of Common Stock calculated as described herein as of December 31, 2025.
Note to Row 11: The percentage of beneficial ownership is calculated based on (i) 41,301,400 shares of Common Stock outstanding as of November 17, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 18, 2025, and (ii) 662,432 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 No.
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
4,192,186.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,192,186.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,192,186.00
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) 3,529,754 shares of Common Stock, (ii) certain pre-funded warrants to purchase up to 10,743,213 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 4,192,186 shares of Common Stock calculated as described herein as of December 31, 2025.
Note to Row 11: The percentage of beneficial ownership is calculated based on (i) 41,301,400 shares of Common Stock outstanding as of November 17, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 18, 2025, and (ii) 662,432 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:
642 Newtown Yardley Road, Suite 100, Newtown, PA, 18940
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 3,529,754 shares of Common Stock, certain pre-funded warrants to purchase up to 10,743,213 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 4,192,186 shares of Common Stock as of December 31, 2025.
The calculation of beneficial ownership of the Reporting Persons is based on (i) 41,301,400 shares of Common Stock outstanding as of November 17, 2025, as reported on the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 18, 2025, and (ii) 662,432 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:
4,192,186
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
4,192,186
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.
