SecProbe.io

CORRESP
 1
 filename1.htm

 Chapman and Cutler LLP

 320 South Canal Street, 27th Floor

 Chicago, Illinois 60606

 November
7, 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 further 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
21 – Plan of Distribution - Authorized Participants, page 76

 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.

 Response
to Comment 21

 The
Trust confirms that Trust's prospectus will include the identities of all Authorized Participants who have entered into an Authorized
Participant Agreements and a description of the material terms. A form of Authorized Participant Agreement has been filed with the Registration
Statement.

 ******* *

 November 7, 2025

 Page 2

 Please
call me at (312) 845-3484 or my colleague James Audette at (312) 845-3421 if you have any questions or issues you would like to
discuss regarding these matters.

 Sincerely yours,

 Chapman
and Cutler llp

 By:	 /s/ Morrison C.
Warren

 Morrison
C. Warren

 cc: 	James Audette, Esq., Chapman and
Cutler LLP

CORRESP
1
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

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.

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.