SecProbe.io

September 18, 2025
David Mann
President and Chief Executive Officer
Franklin XRP ETF
c/o Franklin Holdings, LLC
One Franklin Parkway
San Mateo, CA 94403-1906
Re:Franklin XRP ETF
Amendment No. 1 to Registration Statement on Form S-1
Filed August 22, 2025
File No. 333-285706
Dear David Mann:
            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.
Risk Factors
Risk Factors Related to Digital Assets
The trading prices of many digital assets, page 18
2.Please revise to include quantitative examples of XRP's recent, and all-time high and
all-time low prices.
The value of the Shares is subject to a number of factors, page 20
3.Please revise to discuss recent network upgrades of the XRP Ledger.

September 18, 2025
Page 2
Potential amendments to the XRP Ledger's protocols, page 22
4.Please revise to provide more information about the background of, and roles and
functions served by, Ripple Labs and the XRP Ledger Foundation.
5.Please expand your discussion to address material risks associated with the XRP
Ledger being an open-source project.
If a malicious actor or botnet obtains control of more than 80% of the validating nodes, page
22
6.Here, or in an appropriate place, please address the April 2025 malware attack on the
JavaScript library for the XRP Network.
Risk Factors Related to the Digital Asset Markets
The significant holdings of XRP by Ripple Labs and other early stakeholders, page 31
7.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.
Competition from the emergence or growth of other digital assets, page 37
8.We note disclosure here and on page 73 as of September 2024. Please revise to update
the market statistics for XRP as of a more recent date.
Overview of the XRP Industry, page 72
9.To the extent material to understanding XRP and the XRP Ledger, please disclose the
nature and number of decentralized applications developed on the XRP Ledger, as
well as active developers, to the extent known.
Limits on XRP Supply, page 75
10.Please address the burning of XRP as transaction fees and the resulting potential
deflationary pressure over time.
Forms of Attack Against the XRP Ledger, page 76
11.Please revise to include examples of recent attacks on the XRP Ledger.
The Sponsor, page 117
12.Please revise to discuss the Sponsor's experience sponsoring exchange-traded
products and specifically its experience related to crypto asset markets. Revise your
risk factors on page 45 as appropriate.
The Index Administrator and Secondary Index Provider, page 131
13.Please file the Index Administrator Agreement as an exhibit to the registration
statement pursuant to Item 601(b)(10) of Regulation S-K or tell us why it is not
required.

September 18, 2025
Page 3
U.S. Federal Income Tax Consequences, page 132
14.We note that your discussion of tax consequences is based on the assumption that the
Fund will be treated as a grantor trust for U.S. federal income tax purposes. Please
revise to provide an opinion of counsel as to grantor trust status and describe the
reasons for and level of any uncertainty, if applicable.
            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.
            Please contact Rolf Sundwall at 202-551-3105 or Mark Brunhofer at 202-551-3638 if
you have questions regarding comments on the financial statements and related
matters. Please contact Lulu Cheng at 202-551-3811 or Justin Dobbie at 202-551-3469 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets