SecProbe.io

CORRESP
 1
 filename1.htm

 November 20, 2025

 Filed via EDGAR
 Rolf Sundwall, Mark Brunhofer, Lulu Cheng, Irene Paik and Justin Dobbie
 U.S. Securities and Exchange Commission
 Division of Corporation Finance – Office of Crypto Assets
 100 F Street, NE
 Washington, DC 20549

 Subject:

 Franklin XRP ETF Trust (the “Trust”)
 Amendment No. 3 to Registration Statement on Form S-1
 Filed November 4, 2025
 (File No. 333-285706)

 Dear Mr. Sundwall, Mr. Brunhofer, Ms. Cheng, Ms. Paik and Mr. Dobbie:
 On behalf of the Trust, submitted herewith via the EDGAR system are supplemental responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange
 Commission (the “Commission”) provided via written correspondence dated September 18, 2025 with regard to the Trust’s pre-effective Amendment No. 1 to its Registration Statement on Form S-1 (the “Registration Statement”) with respect to the Franklin
 XRP ETF series of the Trust (the “Fund”), which was filed with the Commission on August 22, 2025 under the Securities Act of 1933 (the “1933 Act”).  The Staff’s comments are summarized below, followed by the Trust’s supplemental responses thereto, as
 reflected in pre-effective Amendment No. 3 to the Registration Statement, which was filed with the Commission on November 4, 2025.  The Trust notes that the following responses supplement responses previously provided to the Commission in connection
 with the filing of pre-effective Amendment No. 2 to the Registration Statement, as filed with the Commission on October 10, 2025. Terms not defined herein have the meaning set forth for that term in the Registration Statement.
 Amendment No. 1 to Registration Statement on Form S-1
 General

 1.

 Comment :  To the extent that you intend to use a fact sheet, please provide us with a copy for our review.

 Response : The fact sheet has been attached as Exhibit A hereto.  The Trust also notes that the fact sheet is substantially similar to the form of fact sheet used for the other
 Franklin spot digital asset ETPs previously submitted to the Staff in connection with the launch of those ETPs.
 Limits on XRP Supply, page 75

 2.

 Comment : Please address the burning of XRP as transaction fees and the resulting potential deflationary pressure over time.

 Response : The Registration Statement has been further revised to add the disclosure responsive to this comment in the section of the Registration Statement cited in the
 comment.

 1

 The Sponsor, page 117

 3.

 Comment : 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.

 Response : The Registration Statement has been further revised to add the disclosure responsive to this comment in the section of the Registration Statement cited in the
 comment.
 U.S. Federal Income Tax Consequences, page 132

 4.

 Comment : 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.

 Response : The Registration Statement has been further revised in response to this comment.  The Trust also confirms that an opinion of counsel as to the grantor trust status was
 filed as Exhibit 8.1 to the Registration Statement, as filed with the Commission on November 4, 2025.

 Please do not hesitate to contact J. Stephen Feinour, Jr. at (215) 564-8521 if you have any questions or wish to discuss any of the above responses presented above.
 Very truly yours,

 /s/ Julie Patel

 Julie Patel
 Vice President and Secretary of Franklin

 Holdings, LLC, Sponsor of the Trust

 cc:  Navid J. Tofigh, Franklin Templeton
        J. Stephen Feinour, Jr., Stradley Ronon Stevens & Young, LLP
 Miranda Sturgis, Stradley Ronon Stevens & Young, LLP

 2

 Exhibit A

CORRESP
1
filename1.htm

    October 10, 2025

    Filed via EDGAR

    Rolf Sundwall, Mark Brunhofer, Lulu Cheng and Justin Dobbie

    U.S. Securities and Exchange Commission

    Division of Corporation Finance – Office of Crypto Assets

    100 F Street, NE

    Washington, DC 20549

            Subject:

            Franklin XRP ETF Trust (the “Trust”)

            Amendment No. 1 to Registration Statement on Form S-1

            Filed August 22, 2025

            (File No. 333-285706)

    Dear Mr. Sundwall, Mr. Brunhofer, Ms. Paik and Mr. Dobbie:

    On behalf of the Trust, submitted herewith via the EDGAR system are the responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) provided
      via written correspondence dated September 18, 2025 with regard to the Trust’s pre-effective Amendment No. 1 to its Registration Statement on Form S-1 (the “Registration Statement”) with respect to the Franklin XRP ETF series of the Trust (the
      “Fund”), which was filed with the Commission on August 29, 2025 under the Securities Act of 1933 (the “1933 Act”).  The Staff’s comments are summarized below, followed by the Trust’s responses thereto.  Terms not defined herein have the meaning set
      forth for that term in the Registration Statement.

            Amendment No. 1 to Registration Statement on Form S-1

            General

            1.

            Comment:  To the extent that you intend to use a fact sheet, please provide us with a copy for our review.

            Response: The Trust acknowledges this comment and will provide a copy of the proposed fact sheet supplementally when available.

            Risk Factors

            Risk Factors Related to Digital Assets

            The trading prices of many digital assets, page 18

            2.

            Comment: Please revise to include quantitative examples of XRP's recent, and all-time high and all-time low prices.

            Response:  The disclosure has been revised as requested.

            The value of the Shares is subject to a number of factors, page 20

      1

            3.

            Comment: Please revise to discuss recent network upgrades of the XRP Ledger.

            Response: The disclosure has been revised as requested.

            Potential amendments to the XRP Ledger's protocols, page 22

            4.

            Comment: Please revise to provide more information about the background of, and roles and functions served by, Ripple Labs and the XRP Ledger Foundation.

            Response: The disclosure has been revised as requested.

            5.

            Comment: Please expand your discussion to address material risks associated with the XRP Ledger being an open-source project.

            Response: The disclosure has been revised as requested.

            If a malicious actor or botnet obtains control of more than 80% of the validating nodes, page 22

            6.

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

            Response: The disclosure has been revised as requested.

            Risk Factors Related to the Digital Asset Markets

            The significant holdings of XRP by Ripple Labs and other early stakeholders, page 31

            7.

            Comment: 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: The disclosure has been revised as requested.

            Competition from the emergence or growth of other digital assets, page 37

            8.

            Comment: 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.

            Response: The disclosure has been revised as requested.

            Overview of the XRP Industry, page 72

            9.

            Comment: 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.

            Response: The disclosure has been revised a requested.

            Limits on XRP Supply, page 75

            10.

            Comment: Please address the burning of XRP as transaction fees and the resulting potential deflationary pressure over time.

            Response: The Trust submits that the risk disclosure under the sub-heading “The fixed supply of XRP may negatively impact the operation of the XRP Ledger” adequately addresses this
              comment.

            Forms of Attack Against the XRP Ledger, page 76

            11.

            Comment: Please revise to include examples of recent attacks on the XRP Ledger.

            Response: The disclosure has been revised as requested.

      2

            The Sponsor, page 117

            12.

            Comment: 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.

            Response: The Trust respectfully submits that the disclosure in the section “Conflicts of Interest—General” adequately addresses the Sponsor’s experience sponsoring other digital
              asset exchange-traded products and in digital asset markets more generally. The Trust will evaluate whether additional risk disclosures are warranted.

            The Index Administrator and Secondary Index Provider, page 131

            13.

            Comment: 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.

            Response: The Trust confirms that the Index Administrator Agreement will be filed as an exhibit to the Registration Statement.

            U.S. Federal Income Tax Consequences, page 132

            14.

            Comment: 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.

            Response: The Trust acknowledges this comment and will provide an opinion of counsel as to the Trust's grantor trust status in a supplemental filing.

    Please do not hesitate to contact J. Stephen Feinour, Jr. at (215) 564-8521 if you have any questions or wish to discuss any of the above responses presented above.

            Very truly yours,

            /s/ Julie Patel

            Julie Patel

            Vice President and Secretary of Franklin Holdings, LLC, Sponsor of the Trust

            cc:

            Navid J. Tofigh, Franklin Templeton

            J. Stephen Feinour, Jr., Stradley Ronon Stevens & Young, LLP

            Miranda Sturgis, Stradley Ronon Stevens & Young, LLP

  3

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