Solana Co-A美股招股说明书(2025-11-17版)

SOLANA COMPANY37,679,950 Shares of Common Stock36,261,239 Shares of Common Stock Underlying Pre-Funded Warrants81,335,308 Shares of Common Stock Underlying Warrants This Prospectus Supplement No. 1 (this “Supplement”) is being filed solely to update the information contained in the table in the“Selling Stockholders” section of the prospectus dated October 20, 2025 (the “Prospectus”), relating to the resale by sellingstockholders of Solana Company, a Delaware corporation, of up to (i) 37,679,950 shares of Class A common stock (the “PIPEShares”) of the Company, par value $0.001 per share (“Common Stock”) issued to the investors of the PIPE Offerings (as definedbelow), (ii) 36,261,239 shares of Common Stock (the “Pre-Funded Warrant Shares”) underlying pre-funded warrants (the “Pre-FundedWarrants”) to purchase shares of Common Stock with an exercise price per share equal to $0.001 issued to the investors of the PIPEOfferings, (iii) 73,941,189 shares of Common Stock (the “Stapled Warrant Shares”) underlying stapled warrants (the “StapledWarrants”) to purchase shares of Common Stock with an exercise price of $10.134 per underlying share of Common Stock and (iv)7,394,119 shares of Common Stock (the “Advisor Shares”) underlying warrants (the “Advisor Warrants”) to purchase shares ofCommon Stock with an exercise price equal to $0.001 per share of Common Stock issued to advisors of the Company pursuant to anexemption from the registration requirements of theSecurities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of theSecurities Act. The PIPE Shares, Pre-Funded Warrants and Stapled Warrants were issued on September18, 2025, pursuant to certain SubscriptionAgreements (collectively, the “Subscription Agreements”) dated September15, 2025 in private placement offerings (the “PIPEOfferings”). The Advisor Warrants were issued on September18, 2025 pursuant to Strategic Advisory Agreements between theCompany and to certain entities providing services for the Company pursuant to Section4(a)(2)of theSecurities Act. This Supplement modifies, supersedes and supplements information contained in the Prospectus with respect to certain sellingstockholders. This Supplement is incorporated by reference into, and should be read in conjunction with, the Prospectus. ThisSupplement is not complete without and may not be delivered or utilized except in connection with, the Prospectus, including anyamendments or supplements thereto. Any information that is modified or superseded in the Prospectus shall not be deemed toconstitute a part of the Prospectus, except as modified or superseded by this Supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor determined if this Supplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement is November14, 2025. SELLING STOCKHOLDERS Where the name of a Selling Stockholder identified in the table below also appears in the table in the Prospectus, the information setforth in the table below regarding that Selling Stockholder supersedes and replaces the information regarding such Selling Stockholderin the Prospectus. Information regarding the Selling Securityholders listed in the table below, including the number of shares ofClassA Common Stock and Warrants beneficially owned by them, is based on information provided by such Selling Stockholder as ofthe date of this prospectus supplement. (1)Applicable percentage ownership is based on 158,071,453 shares of our Common Stock outstanding as of November13,2025, including all of the applicable Warrants (figure assumes all of the Warrants were exercised). (2)Represents the amount of shares that will be held by each Selling Stockholder after completion of this offering based on theassumptions that (a)all Common Stock underlying the Pre-Funded Warrants and Warrants registered for sale by theregistration statement of which this prospectus is part of will be sold and (b)no other shares of Common Stock are acquiredor sold by such Selling Stockholder prior to completion of this offering. However, the Selling Stockholders may sell all, someor none of such shares offered pursuant to this prospectus and may sell other shares of Common Stock that they may ownpursuant to another registration statement under the Securities Act or sell some or all of their shares pursuant to an exemptionfrom the registration provisions of the Securities Act, including under Rule144. We are also assuming, the exercise in full ofall of the Pre-Funded Warrants without regard to any beneficial ownership limitations on exercise as described above and asset forth therein. (3)Ayrton Capital LLC, the investment manager to Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, hasdiscretionary authority to vote and dispose of the shares held by Alto Opportunity Master Fund, SPC - Segregated