SecProbe.io

CORRESP
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filename1.htm

    Richard
    Coyle

    Partner

    Chapman
    and Cutler LLP

    320
    South Canal Street, 27th Floor

    Chicago,
    Illinois 60606

    T
    312.845.3724

    rcoyle@chapman.com

October
10, 2025

Via
EDGAR Correspondence

United
States Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100
F Street, N.E.

Washington, D.C. 20549

 Re: Canary
XRP ETF

    File
No. 333-282545

Dear
Mr. Sundwall, Mr. Niethamer, Ms. Bednarowski and Ms. Berkheimer:

This
letter responds to the comments contained in your letter dated September 18, 2025 regarding Amendment No. 1 to the registration statement
filed on Form S-1 for the Canary XRP ETF (the “Trust”) with the Securities and Exchange Commission (the “Commission”)
on August 22, 2025 (the “Registration Statement”). Capitalized terms used herein, but not otherwise defined, have
the meanings ascribed to them in the Registration Statement.

Comment
1 – General

To
the extent that you intend to use a fact sheet, please provide the staff of the Commission (the “Staff”) with a copy
for our review.

Response
to Comment 1

The
Trust has no current intention to use a fact sheet.

Comment
2 – 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, the Staff notes 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 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....”

Response
to Comment 2

Pursuant
to the Staff’s comment, the referenced disclosure has been revised to state that the Trust will issue Baskets for both cash and
in-kind and may distribute cash and in-kind in connection with redemptions.

October
10, 2025

Page
2

Comment
3 – Prospectus Summary – Overview of the Trust, Page 1

The
Staff notes 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.

Response
to Comment 3

Pursuant
to the Staff’s comment, the referenced disclosure has been revised as follows:

The
XRP Custodian is Custodians are not insured by the Federal Deposit Insurance Corporation (the “FDIC”)
but carries carry insurance provided by private insurance carriers, which is shared among all of
the Custodians’ 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. (emphasis added)

Comment
4 – Prospectus Summary – The Trust’s Service Providers – The Distributor, Page 6

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, the Staff notes 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.

Response
to Comment 4

The
Registration Statement has been updated to reflect that the Trust will engage a Marketing Agent, not a Distributor. The referenced disclosure
has been updated to disclose the material terms of the agreements with the Marketing Agent.

October
10, 2025

Page
3

Comment
5 – Prospectus Summary – Custody of the Trust’s Assets, Page 7

The
Staff notes 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.

Response
to Comment 5

The
Trust has determined to use the services of Gemini Trust Company, LLC and BitGo Trust Company, Inc. as the custodians for the Trust.
Both of these service providers utilize segregated wallets, not omnibus accounts, as part of their custodial solutions. Accordingly,
the Registration Statement has been revised to remove references to omnibus XRP accounts where appropriate.

Comment
6 – XRP, XRP Markets and Regulation of XRP – XRP and the XRP Ledger, Page 11

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, the Staff notes that on page 16 you compare the aggregate value
of outstanding XRP to that of bitcoin.

Response
to Comment 6

Pursuant
to the Staff’s comment, the Registration Statement has been revised accordingly.

October
10, 2025

Page
4

Comment
7 – XRP, XRP Markets and Regulation of XRP – XRP and the XRP Ledger, Page 11

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.

Response
to Comment 7

Pursuant
to the Staff’s comment, the Registration Statement has been revised to include a discussion of the XRP futures markets and to address
any planned material updates to the XRP Ledger.

Comment
8 – Risk Factors – Regulation of XRP and the XRP Ledger – It may be illegal now, or in the future, to acquire, own,
hold, sell or use digital assets, Page 21

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.”

Response
to Comment 8

Pursuant
to the Staff’s comment, the referenced disclosure has been revised accordingly.

Comment
9 – Risk Factors – Regulation of XRP and the XRP Ledger – Digital assets may have concentrated ownership and large
sales or distributions, Page 21

The
Staff notes 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.

Response
to Comment 9

Pursuant
to the Staff’s comment, the following disclosure has been added to the Registration Statement:

As
of the date of this filing, the largest 100 XRP wallets held approximately 85% of the XRP in circulation

October
10, 2025

Page
5

Comment
10 – Risk Factors – Risks Associated with XRP and the XRP Ledger – The significant holdings of XRP by Ripple Labs and
other early stakeholders, Page 24

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.

Response
to Comment 10

Pursuant
to the Staff’s comment, the referenced risk factor has been revised to include the following disclosure:

It
is believed, although there is no official confirmation, that Ripple Labs’ early founders, including Chris Larsen and Jed McCaleb,
continue to possess large quantities of XRP. This level of ownership may allow them to exert considerable influence over the governance
of the system. Furthermore, if wallets believed to belong to these individuals or other initial XRP holders are seen selling tokens,
it could adversely affect XRP’s market price.

Comment
11 – Risk Factors – Risks Associated with XRP and the XRP Ledger – If a malicious actor obtains control of more than
80% of the validating nodes on the XRP Ledger, Page 30

Here,
or in an appropriate place, please address the April 2025 malware attack on the JavaScript library for the XRP Network.

Response
to Comment 11

Pursuant
to the Staff’s comment, the referenced risk factor has been revised to include the following disclosure:

In
April 2025, a malware incident was detected in a popular open-source JavaScript library linked to the XRP Ledger. The attack exploited
a supply chain weakness, allowing harmful code to be introduced and potentially affecting applications that relied on the compromised
library. Although the main XRP Ledger protocol and validator systems remained secure, certain third-party apps using the affected library
may have faced risks such as unauthorized data access or operational disruptions. The developer community quickly identified and resolved
the issue, and there have been no public reports of significant exploitation. Nevertheless, this event underscores the XRP Ledger’s
dependence on third-party software components. Similar future vulnerabilities could undermine trust in the XRP Ledger, interfere with
connected applications, harm network stability, or otherwise negatively influence the value of the Shares or the Trust’s operations.

October
10, 2025

Page
6

Comment
12 – Risk Factors – Risks Associated with the Pricing Benchmark – The Pricing Benchmark has a limited history, Page
46

Please
revise to disclose the “limited history” of the Pricing Benchmark.

Response
to Comment 12

Pursuant
to the Staff’s comment, the Registration Statement has been revised to include the limited history of the Pricing Benchmark.

Comment
13 – The Trust and XRP Prices – Pricing Benchmark Methodology, Page 61

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.

Response
to Comment 13

Pursuant
to the Staff’s comment, the disclosure on page 62 has been revised disclose the term and termination provisions of the Index License
Agreement.

Comment
14 – The Trust and XRP Prices – Determination of the Benchmark Price, Page 63

The
Staff notes 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 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.

Response
to Comment 14

Pursuant
to the Staff’s comment, the referenced disclosure has been revised accordingly.

October
10, 2025

Page
7

Comment
15 – Calculation of NAV, Page 65

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, the Staff notes 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.

Response
to Comment 15

Pursuant
to the Staff’s comment, the referenced disclosure has been revised accordingly. The Trust confirms that the Sponsor has no plans
to enter into a licensing agreement or other arrangement with a Secondary Source.

Comment
16 – Additional Information About the Trust – Amendments, Page 70

The
Staff notes 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.

Response
to Comment 16

Pursuant
to the Staff’s comment, the Registration Statement has been revised to include the following risk factor:

The
Sponsor and the Trustee may agree to amend the Trust Agreement or Sponsor Agreement without the consent of the Shareholders.

The
Sponsor and the Trustee may agree to amend the Trust Agreement or Sponsor Agreement without Shareholder consent. The Sponsor shall determine
the contents and manner of delivery of any notice of any Trust Agreement amendment. Such notice may be provided on the Trust’s
website, in a prospectus supplement, through a current report on Form 8-K and/or in the Trust’s annual or quarterly reports. If
an amendment to the Trust Agreement or Sponsor Agreement imposes new fees and charges or increases existing fees or charges, including
the Sponsor Fee (except for taxes and other governmental charges, registration fees or other such expenses), or prejudices a substantial
right of Shareholders, it will become effective for outstanding Shares 30 days after notice of such amendment is given to registered
owners. Shareholders that are not registered owners (which most Shareholders will not be) may not receive specific notice of a fee increase
other than through an amendment to the Prospectus. Moreover, at the time an amendment becomes effective, by continuing to hold Shares,
Shareholders are deemed to agree to the amendment and to be bound by the Trust Agreement and Sponsor Agreement as amended without specific
agreement to such increase.

October
10, 2025

Page
8

Comment
17 – The Trust’s Service Providers – The Sponsor, Page 70

The
Staff notes 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.

Response
to Comment 17

Pursuant
to the Staff’s comment, the following disc