SecProbe.io

September 18, 2025
Steven McClurg
Chief Executive Officer
Canary XRP ETF
c/o Canary Capital Group LLC
8 Cadillac Drive, Suite 300
Brentwood, TN 37027
Re:Canary XRP ETF
Amendment No. 1 to Registration Statement on Form S-1
Filed August 22, 2025
File No. 333-282545
Dear Steven McClurg:
            We have reviewed your 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.
Amendment No. 1 to Registration Statement on Form S-1
General
1.To the extent that you intend to use a fact sheet, please provide us with a copy for our
review.
Cover Page
It appears that you intend to allow for creations and redemptions in-cash and in-kind.
If true, please revise your disclosure on the cover page and throughout to make this
clear. In this regard, we note that throughout the filing you have disclosure that
provides only descriptions of cash creations and redemptions, including, for example,
on the cover page you state that "[f]or a redemption of Shares, the Sponsor shall
arrange for the XRP represented by the Basket to be sold and the cash or XRP
proceeds distributed," on page 9 you state that the "Authorized Participants will 2.

September 18, 2025
Page 2
deliver, or facilitate the delivery of, cash to the Trust's account with the Cash
Custodian in exchange for Shares when they purchase Shares" and that "Authorized
Participants will not directly or indirectly purchase, hold, deliver or receive XRP as
part of the redemption process ...."
Prospectus Summary
Overview of the Trust, page 1
3.We note your disclosure that the Custodian carries insurance provided by private
insurance carriers. Please disclose, if true, that the insurance maintained by the
Custodian is shared among all of such Custodian's customers, is not specific to the
Trust, and may not be available or sufficient to protect the Trust from all possible
losses or sources of losses.
The Trust's Service Providers
The Distributor, page 6
4.Please revise to expand your description of the role of the Distributor on page 6 to
state, if true, that the Distributor is also responsible for working with the
Administrator to review and approve, or reject, purchase and redemption orders of
Baskets placed by Authorized Participants. In this regard, we note your disclosure
regarding the role of the Distributor on page 73. In addition, please revise your
disclosure on page 73 to disclose the material terms of your agreement with the
Distributor including the term, termination and indemnification provisions.
Custody of the Trust's Assets, page 7
5.We note your disclosure on page 7 that "[t]he Trust's Custodian will maintain custody
of all of the Trust’s XRP, which will be held in a segregated account in the name of
the Trust on the Custodian’s books and records," but that the "Custodian will maintain
the Trust's XRP in omnibus wallets along with the assets of other customers of the
Custodian, and the Trust's XRP will be treated as fungible with the XRP of other
customers of the Custodian." Please revise to address here a summary of the risks of
having an omnibus account or include cross-references to where such risks are
addressed in the risk factors section. In addition, please disclose here whether the
omnibus wallets that hold the Trust's assets also hold the Custodian's assets.
Markets and Regulation of XRP, page 11
6.Please describe the role that Ripple Labs and the XRP Foundation have with XRP and
the XRP Ledger and include disclosure of the market capitalization of XRP, the
number of unlocked XRP as of the most recent practicable date, and quantitative
disclosure regarding the volatility of the value of XRP. In addition, please revise to
clarify that the transaction fees are burned and that validators do not earn rewards.
Also disclose the market capitalization of bitcoin on page 16. In this regard, we note
that on page 16 you compare the aggregate value of outstanding XRP to that of
bitcoin.
7.Please expand your disclosure to add a brief discussion of the XRP futures markets
and to address any planned material updates to the XRP Ledger.

September 18, 2025
Page 3
It may be illegal now, or in the future, to acquire, own, hold, sell or use digital assets, page 21
8.Please revise this risk factor to update the description of the legal actions related to
Coinbase and Binance as well as the recent SEC statements, executive orders, recent
legislation and proposed legislation related to crypto assets in the United States.
Similarly, please update your disclosure on page 22 that references "a final
determination that XRP is a security" to disclose the final determination regarding the
litigation between the SEC and Ripple Labs and update the heading of your risk factor
on page 49 that "XRP's status as a 'security' under U.S. federal securities laws is
currently under judicial review."
Risk Factors
Regulation of XRP and the XRP Ledger
Digital assets may have concentrated ownership and large sales or distributions, page 21
9.We note your disclosure on page 21 that "[a] concentrated number of XRP wallets is
believed to hold in the aggregate a significant percentage of XRP in circulation."
Please revise to disclose the "significant percentage" of XRP that such wallets are
believed to hold.
The significant holdings of XRP by Ripple Labs and other early stakeholders, page 24
10.Please revise to discuss, to the extent material, any of the founders or early
stakeholders who hold a significant stake in XRP, including, for example, Chris
Larsen.
If a malicious actor obtains control of more than 80% of the validating nodes on the XRP
Ledger, page 30
11.Here, or in an appropriate place, please address the April 2025 malware attack on the
JavaScript library for the XRP Network.
Risks Associated with the Pricing Benchmark
The Pricing Benchmark has a limited history, page 46
12.Please revise to disclose the "limited history" of the Pricing Benchmark.
The Trust and XRP Prices
Pricing Benchmark Methodology, page 61
13.Please revise your description of the Index License Agreement on page 62 to disclose
the term and termination provisions of the agreement, and include the agreement as an
exhibit to your registration statement if required by Item 601 of Regulation S-K.
Determination of the Benchmark Price, page 63
We note your disclosure on page 1 that you use the CoinDesk XRP CCIXber 60m
New York Rate to establish the NAV of the Trust. Your disclosure on page 63
regarding the determination of the Benchmark Price appears to be inconsistent with
the publicly available description of the methodology of the Pricing Benchmark. For
example, you state that the Pricing Benchmark applies an algorithm to the price of
XRP on the Constituent Platforms calculated on a per second basis over a 24-hour 14.

September 18, 2025
Page 4
period, but the publicly available description of the Pricing Benchmark states that it
calculates a time-weighted average price during a defined Observation Period, which
is described as being between 3:00pm and 4:00pm at 1 minute observation intervals.
Please revise as necessary or advise. In addition, please disclose all of the material
publicly available information regarding the methodology.
Calculation of NAV, page 65
15.Please revise your disclosure here to describe the Sponsor's policy related to fair
valuing the Trust's holdings should the Sponsor determine that the Pricing Benchmark
should not be used. In this regard, we note your disclosure on page 47 that the
Sponsor expects to utilize a volume-weighted average price or volume-weighted
median price of XRP provided by a secondary pricing source. Please also disclose
whether the Sponsor has or plans to enter into a licensing agreement or other
arrangement with a Secondary Source. If so, identify such Secondary Source and
describe how the value of XRP will be calculated using that methodology.
Additional Information About the Trust
Amendments, page 70
16.We note your disclosure on page 70 that "[t]he Trust Agreement can be amended by
the Sponsor in its sole discretion and without the Shareholders' consent." Please revise
to add a related risk factor.
The Trust's Service Providers
The Sponsor, page 70
17.We note your disclosure on page 70 that "[t]he Sponsor's leadership team brings over
50 years of combined experience in the exchange-traded fund industry, spanning
product design, portfolio strategy, operations, and regulatory compliance." Please
disclose the range of years of experience of the members of the Sponsor's leadership
team as well as the number of members on the leadership team.
XRP Trading Counterparties, page 73
18.Your disclosure on page 73 appears to indicate that one of your XRP Trading
Counterparties is an Authorized Participant. To the extent this is true, please revise the
Conflicts of Interest and Risk Factors sections as necessary.
Forks and Air Drops, page 74
19.Your disclosure on page 74 that "[t]he Sponsor has not communicated any
anticipatory disclaimer to the Custodian regarding forked or air dropped assets and
will disclaim or claim them on a case-by-case basis" is inconsistent with your
disclosure on page 28 that the "Trust will disclaim, and the Sponsor will cause the
Trust to irrevocably abandon, all rights to digital assets airdropped to holders of XRP"
and that "[b]efore the Trust claims any digital asset resulting from a fork in the XRP
Ledger or an airdrop ..., the Trust would need to seek and obtain certain regulatory
approvals, including an amendment to the Trust’s registration statement of which this
Prospectus is a part, and approval of an application by the Exchange to amend its
listing rules." Please revise throughout for clarity and consistency.

September 18, 2025
Page 5
Custody of the Trust's Cash, page 75
20.Please revise to disclose the material terms of the Cash Custody Agreement, including
the term, termination and indemnification provisions.
Plan of Distribution
Authorized Participants, page 76
21.Please revise to identify your Authorized Participants, disclose the material terms of
your Authorized Participant Agreements and include the agreements or form of an
agreement as exhibit(s) to your registration statement.
Creation and Redemption of Shares
Creation Procedures, page 78
22.We note your disclosure on page 79 that "[t]he Authorized Participant or its
Authorized Participant Designee will normally send the required XRP in an 'on
chain' transaction over the XRP Ledger." Please revise to describe the situations in
which the Authorized Participant or Authorized Participant Designee will not be
required to transfer the XRP to the XRP Custodian in an "on chain" transaction.
23.Please revise to disclose on page 79 whether the cash difference will be returned to
the Authorized Participant if the execution price of the XRP acquired by the XRP
Trading Counterparty is less than the cash deposit amount.
Governing Law; Consent to Delaware Jurisdiction, page 91
24.Please revise to summarize the provisions of the Trust Agreement that relate to the
rights of Shareholders to bring a derivative action. In this regard, we note your
disclosure in the last risk factor that starts on page 59 and continues to page 60.
25.We note your disclosure on page 91 that "the forum selection provisions do not apply
to suits brought to enforce a duty or liability created by the 1934 Act or any other
claim for which the federal courts have exclusive jurisdiction." Please ensure that the
exclusive forum provision in the governing documents states this clearly, or tell us
how you will inform investors in future filings that the provision does not apply to any
actions arising under the Exchange Act.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

September 18, 2025
Page 6
             Please contact Rolf Sundwall at 202-551-3105 or Jason Niethamer at 202-551-3855
if you have questions regarding comments on the financial statements and related
matters. Please contact Sonia Bednarowski at 202-551-3666 or Sandra Hunter Berkheimer at
202-551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:James Audette, Esq.