SEC Comment Letter for Canary XRP ETF (XRPC) — Oct 30, 2024
Canary XRP ETF
Date: Oct. 30, 2024 · CIK: 0002039505 · Accession: 0000000000-24-012111
AI Filing Summary & Sentiment
File numbers found in text: 333-282545
Letter
October 30, 2024 Steven McClurg Chief Executive Officer Canary XRP ETF c/o Canary Capital Group LLC 1131 4th Avenue S #230 Nashville, TN 37210 Re:Canary XRP ETF Registration Statement on Form S-1 Filed October 8, 2024 File No. 333-282545 Dear Steven McClurg: 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-cv-10832 (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.
October 30, 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:James Audette, Esq.
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October 30, 2024
Steven McClurg
Chief Executive Officer
Canary XRP ETF
c/o Canary Capital Group LLC
1131 4th Avenue S #230
Nashville, TN 37210
Re:Canary XRP ETF
Registration Statement on Form S-1
Filed October 8, 2024
File No. 333-282545
Dear Steven McClurg:
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-cv-10832 (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.
October 30, 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:James Audette, Esq.