Solana Co Schedule 13G/A reports that Solana Rocket Holdings Limited and Mr. CHUNG Wai Shing are deemed to beneficially own 5,834,950 shares of Class A Common Stock, representing 9.99% of the outstanding shares calculated as of April 27, 2026.
The filing states the 9.99% position reflects (i) 5,469,669 shares held directly by Solana Rocket, (ii) pre-funded warrants for 215,966 shares, and (iii) cash stapled warrants exercisable for up to 14,823,426 shares, with 365,876 shares treated as issuable under the Beneficial Ownership Blocker. Shares outstanding were 58,038,030 following the issuer's reported issuance and sale of 3,076,922 shares.
Positive
None.
Negative
None.
Insights
Holding capped at 9.99% via a Beneficial Ownership Blocker.
The filing documents a capped beneficial position: the Reporting Persons hold 5,834,950 shares (9.99%) as of April 27, 2026, incorporating partial exercise assumptions for warrants. The blocker prevents exercises that would exceed the 9.99% threshold.
Key items to watch in subsequent filings include any amendment to the blocker, exercises or conversions of the Warrants, and updates to the shares outstanding; timing is as disclosed in future company filings.
Ownership presented with warrant detail and calculation basis.
The Schedule 13G/A ties the 9.99% percentage to 58,038,030 shares outstanding after a disclosed issuance of 3,076,922 shares (Rule 424(b)(5) Prospectus reference). It explicitly lists warrant types and restricted exercise mechanics under Rule 13d-3.
Compliance implications are procedural: verify future beneficial-ownership math against any new issuances and any partial exercises that honor the Beneficial Ownership Blocker.
Key Figures
Beneficial ownership:5,834,950 sharesShares outstanding:58,038,030 sharesDirectly held shares:5,469,669 shares+4 more
7 metrics
Beneficial ownership5,834,950 sharesRepresents 9.99% as of April 27, 2026
Shares outstanding58,038,030 sharesOutstanding following issuer's reported sale per Rule 424(b)(5)
Directly held shares5,469,669 sharesShares held directly by Solana Rocket Holdings Limited
Pre-funded warrants215,966 sharesPre-funded warrants held by Solana Rocket Holdings Limited
Cash stapled warrants14,823,426 sharesMaximum shares exercisable under cash stapled warrants held by Solana Rocket
Partial exercise counted365,876 sharesShares issuable upon partial exercise reflecting the Beneficial Ownership Blocker
Issuer sale referenced3,076,922 sharesIssuer's issuance and sale referenced in Rule 424(b)(5) Prospectus
"Reporting Persons are prohibited from exercising the Warrants if, as a result of such exercise, the Reporting Persons ... would beneficially own more than 9.99%"
pre-funded warrantsfinancial
"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 warrantsfinancial
"certain cash stapled warrants to purchase up to 14,823,426 shares of Common Stock"
Rule 424(b)(5) Prospectusregulatory
"as reported in the Rule 424(b)(5) Prospectus filed by the Issuer with the SEC on April 27, 2026"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Solana Co
(Name of Issuer)
Class A Common Stock, $0.001 par value per share
(Title of Class of Securities)
42328V876
(CUSIP Number)
03/31/2026
(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
5,834,950.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,834,950.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,834,950.00
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) 5,469,669 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 5,834,950 shares of Common Stock calculated as described herein as of April 27, 2026.
Note to Row 11: The percentage of beneficial ownership is calculated based on (i) 58,038,030 shares of Common Stock outstanding following the completion of the Issuer's issuance and sale of 3,076,922 shares of Common Stock, as reported in the Rule 424(b)(5) Prospectus filed by the Issuer with the SEC on April 27, 2026, and (ii) 365,876 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
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,834,950.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,834,950.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,834,950.00
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) 5,469,669 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 5,834,950 shares of Common Stock calculated as described herein as of April 27, 2026.
Note to Row 11: Note to Row 11: The percentage of beneficial ownership is calculated based on (i) 58,038,030 shares of Common Stock outstanding following the completion of the Issuer's issuance and sale of 3,076,922 shares of Common Stock, as reported in the Rule 424(b)(5) Prospectus filed by the Issuer with the SEC on April 27, 2026, and (ii) 365,876 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 5,469,669 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 5,834,950 shares of Common Stock as of April 27, 2026.
The calculation of beneficial ownership of the Reporting Persons is based on (i) 58,038,030 shares of Common Stock outstanding following the completion of the Issuer's issuance and sale of 3,076,922 shares of Common Stock, as reported in the Rule 424(b)(5) Prospectus filed by the Issuer with the SEC on April 27, 2026, and (ii) 365,876 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:
5,834,950
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
5,834,950
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.
What stake does Solana Rocket Holdings report in Solana Co (HSDT)?
Solana Rocket Holdings and Mr. CHUNG report beneficial ownership of 5,834,950 shares, equal to 9.99% of Class A Common Stock as of April 27, 2026. The percentage reflects warrant exercise limits under the Beneficial Ownership Blocker.
How is the 9.99% ownership percentage calculated?
The 9.99% is based on 58,038,030 shares outstanding after the issuer sold 3,076,922 shares, plus 365,876 shares issuable upon partial warrant exercise, reflecting the Beneficial Ownership Blocker.
What instruments contribute to the reported beneficial ownership?
Reported holdings include 5,469,669 shares, pre-funded warrants for 215,966 shares, and cash stapled warrants exercisable for up to 14,823,426 shares; the blocker limits exercisable amounts to maintain 9.99%.
Who is the reporting person and why is CHUNG named?
The filing is joint: Solana Rocket Holdings Limited (a BVI entity) and CHUNG Wai Shing are reporting persons. Mr. Chung is the controlling shareholder of Solana Rocket and may be deemed to beneficially own the reported securities.
Does the filing indicate any immediate warrant exercises or sales?
No immediate exercises or sales are reported; the filing states the Reporting Persons are prohibited from exercising Warrants to exceed 9.99%, and the calculation uses partial exercise assumptions to reflect that cap.
