| 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.:
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| 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
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| | (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
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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