SEC Comment Letter for 21Shares XRP ETF (TOXR) — Nov 8, 2024
21Shares XRP ETF
Date: Nov. 8, 2024 · CIK: 0002028835 · Accession: 0000000000-24-012483
AI Filing Summary & Sentiment
File numbers found in text: 333-282942
Letter
November 8, 2024 Ophelia Snyder President 21Shares Core XRP Trust 477 Madison Avenue, 6th Floor New York, NY 10022 Re:21Shares Core XRP Trust Registration Statement on Form S-1 Filed November 1, 2024 File No. 333-282942 Dear Ophelia Snyder: We have reviewed your registration statement and have the following comment. Registration Statement on Form S-1 General 1.You state that the investment objective of the Trust is to reflect the performance of the price of XRP and that you will meet the objective by holding XRP. The Commission has stated that XRP is offered and sold as a security under the federal securities laws. In that regard, we refer you to the complaint filed by the Commission in SEC v. Ripple Labs, Inc., No. 20-cv10832 (S.D.N.Y.), and the Commission’s pending appeal in SEC v. Ripple Labs Inc., No. 24- 2648 (2d Cir.). Therefore, the Trust appears to meet the definition of an investment company under the Investment Company Act of 1940. Please file a request for withdrawal of the registration statement.
November 8, 2024 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Justin Dobbie at 202-551-3469 with any questions. Sincerely, Division of Corporation Finance Office of Crypto Assets cc:Allison M. Fumai, Esq.
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November 8, 2024
Ophelia Snyder
President
21Shares Core XRP Trust
477 Madison Avenue, 6th Floor
New York, NY 10022
Re:21Shares Core XRP Trust
Registration Statement on Form S-1
Filed November 1, 2024
File No. 333-282942
Dear Ophelia Snyder:
We have reviewed your registration statement and have the following comment.
Registration Statement on Form S-1
General
1.You state that the investment objective of the Trust is to reflect the performance of the
price of XRP and that you will meet the objective by holding XRP. The Commission
has stated that XRP is offered and sold as a security under the federal securities laws.
In that regard, we refer you to the complaint filed by the Commission in SEC v. Ripple
Labs, Inc., No. 20-cv10832 (S.D.N.Y.), and the Commission’s pending appeal in SEC
v. Ripple Labs Inc., No. 24- 2648 (2d Cir.). Therefore, the Trust appears to meet the
definition of an investment company under the Investment Company Act of 1940.
Please file a request for withdrawal of the registration statement.
November 8, 2024
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Please contact Justin Dobbie at 202-551-3469 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Allison M. Fumai, Esq.