SEC Comment Letter 0000000000-24-012109 to Bitwise XRP ETF (XRP)
Bitwise XRP ETF
Date: Oct. 30, 2024 · CIK: 0002039525 · Accession: 0000000000-24-012109
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-282465
Letter
October 30, 2024 Hunter Horsley President and Treasurer Bitwise XRP ETF c/o Bitwise Investment Advisers, LLC 250 Montgomery Street, Suite 200 San Francisco, California 94104 Re:Bitwise XRP ETF Registration Statement on Form S-1 filed October 2, 2024 Amendment No. 1 to Registration Statement on Form S-1 filed October 16, 2024 File No. 333-282465 Dear Hunter Horsley: We have reviewed your registration statement, as amended, 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:Richard J. Coyle, Esq.
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October 30, 2024
Hunter Horsley
President and Treasurer
Bitwise XRP ETF
c/o Bitwise Investment Advisers, LLC
250 Montgomery Street, Suite 200
San Francisco, California 94104
Re:Bitwise XRP ETF
Registration Statement on Form S-1 filed October 2, 2024
Amendment No. 1 to Registration Statement on Form S-1 filed October 16, 2024
File No. 333-282465
Dear Hunter Horsley:
We have reviewed your registration statement, as amended, 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:Richard J. Coyle, Esq.