Crypto asset manager Bitwise has officially submitted a registration statement on Form S-1 to the SEC for its Bitwise Solana ETF. The move comes a day after the firm filed to establish a trust entity for the proposed fund in Delaware. According to a filing dated Nov. 21, BNY will serve as the trust’s administrator for the proposed spot Solana ETF.
With the new filing, Bitwise now joins other asset managers pursuing Solana ETF products, including VanEck and 21Shares. In June, VanEck filed an S-1 registration statement with the SEC to launch the first spot Solana ETF in the US. 21Shares followed VanEck’s lead by filing with the SEC to launch its spot Solana ETF that will track the crypto asset’s performance on the Cboe exchange.
The SEC had previously claimed Solana and other digital assets, including Cardano (ADA) and Polygon (MATIC), were securities as part of its broader case against Binance and Coinbase. However, in a recent court filing, the agency revealed that it intends to amend its complaint concerning “Third Party Crypto Asset Securities.” This amendment means the SEC is not currently pursuing a determination on whether Solana is a security in its lawsuit against Binance.
Despite the amendment, legal experts assert that the SEC has not officially reclassified SOL as a non-security. The agency continues to refer to SOL and similar tokens as securities in other ongoing lawsuits, such as the one against Coinbase. Bitwise is aware of the regulatory uncertainty and potential risks associated with Solana. The firm stated in its S-1 filing that if SOL is deemed a security, Bitwise would likely need to adjust its plans for the Solana ETF. This could involve changes to the fund’s structure, operations, and investor disclosures to comply with securities regulations. It might even necessitate the fund’s liquidation or restructuring.
If Solana is found by a court or other regulatory body to be a security, the Trust could be considered an unregistered “investment company” under the Investment Company Act of 1940, which could necessitate the Trust’s liquidation under the terms of the Trust Agreement. Furthermore, the Trust could be considered to be engaged in a distribution (i.e., a public offering) of unregistered securities in violation of Section 5 of the Securities Act, whichcould impose significant civil and criminal liability on the Trust. There is no guarantee that a court of regulatory body will agree with the Trust’s assessment of Solana as a non-security,” the filing stated. VanEck has maintained that Solana, like Bitcoin and Ethereum, should be classified as a commodity.
