SEC Comment Letter for 21Shares XRP ETF (TOXR) — Dec 5, 2025
21Shares XRP ETF
Date: Dec. 5, 2025 · CIK: 0002028835 · Accession: 0000000000-25-011333
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-282942
Letter
December 5, 2025 Duncan Moir President 21Shares XRP ETF c/o 21Shares US LLC 477 Madison Avenue, 6th Floor New York, NY 10022 Re:21Shares XRP ETF Amendment No. 4 to Registration Statement on Form S-1 Filed November 20, 2025 File No. 333-282942 Dear Duncan Moir: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our September 18, 2025 letter. Amendment No. 4 to Registration Statement on Form S-1 General We note your disclosure on pages 88 and 95 that on December 17, 2024, the Trust issued to Ripple Markets 10,000,000 Shares in exchange for 100,000,000 XRP. Please expand your disclosure to convert the aggregate purchase price of 100,000,000 XRP into USD on an aggregate and per share basis. Please also provide disclosure regarding this sale in the prospectus summary and under Recent Sales of Unregistered Securities as required by Item 701 of Regulation S-K. In addition, please disclose in your summary any relationship or affiliation between Ripple Markets and Ripple Labs and revise your beneficial ownership disclosure on page 95 to identify the natural 1.
December 5, 2025 Page 2 person(s) with voting and dispositive control over the shares held by Ripple Markets and to disclose a business, mailing or residence address as required by Item 403(a) of Regulation S-K. XRP, XRP Markets and Regulation of XRP, page 58 2.We note your various references to bitcoin in describing XRP and the XRP Ledger in this section. Please add disclosure comparing the aggregate value of outstanding XRP to that of bitcoin. Notes to the Financial Statements Note 4. Trust Expenses, page F-11 3.You disclose here that the Sponsor Fee of 0.25% per annum is accrued daily and paid in XRP. On pages 6 and 74, you indicate that the Sponsor Fee is 0.50%, accrued daily and payable in XRP weekly in arrears. Please address the following: •Please reconcile for us the inconsistency between the 0.25% and 0.50% disclosed rates. •It appears that the Sponsor Fees recorded were significantly greater than the annual rates disclosed. Please clarify for us what the historical rate was and when the rate changed or will change. Please contact David Irving at 202-551-3321 or Mark Brunhofer at 202-551-3638 if you have questions regarding comments on the financial statements and related matters. Please contact Irene Paik at 202-551-6553 or Justin Dobbie at 202-551-3469 with any other questions. Sincerely, Division of Corporation Finance Office of Crypto Assets cc:Allison Fumai
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December 5, 2025
Duncan Moir
President
21Shares XRP ETF
c/o 21Shares US LLC
477 Madison Avenue, 6th Floor
New York, NY 10022
Re:21Shares XRP ETF
Amendment No. 4 to Registration Statement on Form S-1
Filed November 20, 2025
File No. 333-282942
Dear Duncan Moir:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 18, 2025
letter.
Amendment No. 4 to Registration Statement on Form S-1
General
We note your disclosure on pages 88 and 95 that on December 17, 2024, the Trust
issued to Ripple Markets 10,000,000 Shares in exchange for 100,000,000 XRP. Please
expand your disclosure to convert the aggregate purchase price of 100,000,000 XRP
into USD on an aggregate and per share basis. Please also provide disclosure
regarding this sale in the prospectus summary and under Recent Sales of Unregistered
Securities as required by Item 701 of Regulation S-K. In addition, please disclose in
your summary any relationship or affiliation between Ripple Markets and Ripple Labs
and revise your beneficial ownership disclosure on page 95 to identify the natural 1.
December 5, 2025
Page 2
person(s) with voting and dispositive control over the shares held by Ripple Markets
and to disclose a business, mailing or residence address as required by Item 403(a) of
Regulation S-K.
XRP, XRP Markets and Regulation of XRP, page 58
2.We note your various references to bitcoin in describing XRP and the XRP Ledger in
this section. Please add disclosure comparing the aggregate value of outstanding XRP
to that of bitcoin.
Notes to the Financial Statements
Note 4. Trust Expenses, page F-11
3.You disclose here that the Sponsor Fee of 0.25% per annum is accrued daily and paid
in XRP. On pages 6 and 74, you indicate that the Sponsor Fee is 0.50%, accrued daily
and payable in XRP weekly in arrears. Please address the following:
•Please reconcile for us the inconsistency between the 0.25% and 0.50% disclosed
rates.
•It appears that the Sponsor Fees recorded were significantly greater than the
annual rates disclosed. Please clarify for us what the historical rate was and when
the rate changed or will change.
Please contact David Irving at 202-551-3321 or Mark Brunhofer at 202-551-3638 if
you have questions regarding comments on the financial statements and related
matters. Please contact Irene Paik at 202-551-6553 or Justin Dobbie at 202-551-3469 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Allison Fumai