21Shares Files S-1/A for Spot XRP ETF, Eyes Cboe BZX Listing

TL;DR

**21Shares is pushing hard for a spot XRP ETF, and if approved, it's a game-changer for XRP's legitimacy and accessibility, making it a strong buy for long-term crypto bulls.**

AI Summary

21Shares XRP ETF (TOXR) filed an S-1/A on August 22, 2025, to launch an exchange-traded fund designed to track the performance of XRP, as measured by the CME CF Ripple—Dollar Reference Rate—New York Variant. The Trust will hold XRP and value its shares daily based on this Pricing Benchmark. The filing indicates that an affiliate of the Sponsor, the Initial Seed Creation Investor, intends to acquire initial seed creation baskets comprising an unspecified number of shares, with total proceeds to the Trust expected to be an unspecified dollar amount, used to purchase XRP. The Trust will utilize Coinbase Custody Trust Company, LLC as its XRP Custodian, which is a New York state limited liability trust company, though not FDIC-insured. The Trust will not use leverage, derivatives, or similar arrangements, nor will it loan or pledge its assets, except in connection with a Post-Trade Financing Agreement. Shares will be listed on the Cboe BZX Exchange, Inc. and are expected to be offered continuously for three years from the original offering date. The Trust is classified as an "Emerging Growth Company" and is not registered under the Investment Company Act of 1940, nor is the Sponsor regulated as an Investment Adviser or Commodity Pool Operator.

Why It Matters

This S-1/A filing signals 21Shares' intent to bring a spot XRP ETF to market, potentially opening up XRP exposure to a broader range of institutional and retail investors through traditional brokerage accounts. This could significantly increase liquidity and mainstream adoption for XRP, a digital asset that has faced regulatory scrutiny. For investors, it offers a regulated, indirect way to invest in XRP without the complexities of direct ownership, potentially intensifying competition among crypto ETF providers like BlackRock and Grayscale. Employees and customers of 21Shares and its service providers, such as Coinbase Custody, could see increased business and operational demands if the ETF launches successfully.

Risk Assessment

Risk Level: high — The filing explicitly states, "AN INVESTMENT IN THE TRUST INVOLVES SIGNIFICANT RISKS AND MAY NOT BE SUITABLE FOR SHAREHOLDERS WHO ARE NOT IN A POSITION TO ACCEPT MORE RISK THAN MAY BE INVOLVED WITH EXCHANGE-TRADED PRODUCTS THAT DO NOT HOLD XRP. THE SHARES ARE SPECULATIVE SECURITIES. THEIR PURCHASE INVOLVES A HIGH DEGREE OF RISK AND YOU COULD LOSE YOUR ENTIRE INVESTMENT." This high risk is primarily due to the speculative nature of XRP, the lack of regulatory protections afforded by the 1940 Act, and the fact that the XRP Custodian is not FDIC-insured.

Analyst Insight

Investors should closely monitor the SEC's response to this S-1/A filing and the broader regulatory landscape for XRP. Consider allocating a small, speculative portion of a portfolio to TOXR if approved, understanding the high risk of capital loss, but also the potential for significant upside if XRP gains wider acceptance and regulatory clarity.

Financial Highlights

total Assets

Unspecified

total Debt

Unspecified

Key Numbers

• 2025-08-22 — Filing Date (Date of Amendment No. 1 to Form S-1)
• 333-282942 — Registration No. (SEC registration number for the S-1 filing)
• 3 years — Offering Duration (Expected continuous offering period from original offering date)

Key Players & Entities

• 21Shares XRP ETF (company) — Registrant and exchange-traded fund
• 21Shares US LLC (company) — Sponsor of the Trust
• XRP (other) — Underlying digital asset for the ETF
• Cboe BZX Exchange, Inc. (company) — Anticipated listing exchange for the Shares
• CME CF Ripple—Dollar Reference Rate—New York Variant (other) — Pricing Benchmark for XRP performance
• CF Benchmarks Ltd. (company) — Benchmark Provider for the Pricing Benchmark
• Coinbase Custody Trust Company, LLC (company) — XRP Custodian for the Trust
• Russell Barlow (person) — Agent for service for 21Shares US LLC
• Allison M. Fumai, Esq. (person) — Legal counsel from Dechert LLP
• Securities and Exchange Commission (regulator) — Regulatory body reviewing the S-1/A filing

FAQ

Risk Factors

• XRP Market Regulation [high — regulatory]: The filing explicitly mentions risks associated with XRP, its markets, and the regulation of XRP. This suggests potential legal and regulatory challenges that could impact the value and usability of XRP held by the Trust.
• XRP Price Volatility [high — market]: The Trust's performance is directly tied to the price of XRP. XRP is known for its price volatility, which can lead to significant fluctuations in the Trust's Net Asset Value (NAV) and returns for investors.
• Custody of Assets [medium — operational]: The Trust will use Coinbase Custody Trust Company, LLC for XRP custody. While a reputable provider, the risk of loss or theft of digital assets held in custody, even with robust security measures, remains a concern.
• NAV Determination [medium — financial]: The accuracy and reliability of the Net Asset Value (NAV) determination are critical. Any errors or manipulation in calculating the NAV could lead to discrepancies between the market price of shares and their underlying value.
• Service Provider Reliance [medium — operational]: The Trust relies on various service providers, including the custodian and potentially a prime broker. The failure or misconduct of any of these third parties could adversely affect the Trust's operations and asset value.
• Creation and Redemption Process [low — legal]: The process of creating and redeeming shares involves specific procedures and agreements. Any disruptions or issues in this process could impact liquidity and the ability of Authorized Participants to trade shares.

Industry Context

The exchange-traded fund (ETF) market for digital assets continues to expand, with issuers seeking to offer exposure to various cryptocurrencies. The launch of an XRP-focused ETF follows the recent approval and trading of Bitcoin and Ethereum ETFs in the US. However, the regulatory landscape for digital assets remains dynamic and subject to evolving interpretations and enforcement actions.

Regulatory Implications

The filing highlights the inherent regulatory risks associated with XRP, particularly given its past legal challenges. The Trust's reliance on a specific reference rate and the custody of XRP by a regulated entity are key compliance considerations. Investors should be aware of potential regulatory shifts that could impact XRP's status and the ETF's operations.

What Investors Should Do

1. Review XRP's regulatory status and ongoing legal proceedings.
2. Assess the volatility and historical performance of XRP.
3. Evaluate the role and security of Coinbase Custody Trust Company, LLC.
4. Understand the Net Asset Value (NAV) determination process.

Key Dates

• 2025-08-22: Filing Date (S-1/A Amendment No. 1) — This is the date the amended S-1 registration statement was filed, providing updated details about the proposed 21Shares XRP ETF.

Glossary

CME CF Ripple—Dollar Reference Rate—New York Variant

A benchmark rate that measures the value of XRP against the US Dollar, specifically calculated by CME Group and CF Benchmarks. (This is the primary benchmark the 21Shares XRP ETF will use to track the performance of XRP.)

Creation Basket

A block of ETF shares that Authorized Participants (APs) must purchase or redeem to create or redeem ETF shares directly with the issuer. (The initial seed creation basket will be acquired by an affiliate, providing the initial capital to purchase XRP for the Trust.)

Authorized Participant

Financial institutions that have an agreement with an ETF issuer to create and redeem ETF shares. (These entities are crucial for the creation and redemption process, ensuring the ETF's market price stays close to its NAV.)

Coinbase Custody Trust Company, LLC

A New York-based limited liability trust company that provides custody services for digital assets. (This entity will be responsible for securely holding the XRP assets of the Trust.)

Emerging Growth Company

A classification under the JOBS Act for companies with less than $1 billion in annual gross revenue, allowing for scaled disclosure requirements. (The Trust is classified as such, indicating it may benefit from certain regulatory accommodations.)

Year-Over-Year Comparison

As this is an S-1/A filing, it represents an amendment to an initial registration statement. Therefore, a direct comparison of key financial metrics like revenue growth, margin changes, or specific risk factor updates to a prior year's filing is not applicable at this stage. The focus is on detailing the structure, operations, and risks of the proposed ETF.

Filing Documents

• ea0254281-s1a1_21shares.htm (S-1/A) — 1037KB
• ea025428101ex-fee_21shares.htm (EX-FILING FEES) — 12KB
• 0001213900-25-079981.txt ( ) — 1161KB
• ea025428101ex-fee_21shares_htm.xml (XML) — 4KB

RISK FACTORS

RISK FACTORS 13 XRP, XRP MARKETS AND REGULATION OF XRP 57 THE TRUST AND XRP PRICES 65 NET ASSET VALUE DETERMINATIONS 68 ADDITIONAL INFORMATION ABOUT THE TRUST 71 THE TRUST’S SERVICE PROVIDERS 74 CUSTODY OF THE TRUST’S ASSETS 76 PRIME BROKER 78 FORM OF SHARES 82 TRANSFER OF SHARES 83 PLAN OF DISTRIBUTION 84 CREATION AND REDEMPTION OF SHARES 86

USE OF PROCEEDS

USE OF PROCEEDS 92 92 CONFLICTS OF INTEREST 93 DUTIES OF THE SPONSOR 95 LIABILITY AND INDEMNIFICATION 97 PROVISIONS OF LAW 99 MANAGEMENT; VOTING BY SHAREHOLDERS 100 BOOKS AND RECORDS 101 101 FISCAL YEAR 101 GOVERNING LAW; CONSENT TO DELAWARE JURISDICTION 102 LEGAL MATTERS 102 EXPERTS 102 OTHER MATERIAL CONTRACTS 103 UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 104 PURCHASES BY EMPLOYEE BENEFIT PLANS 108 INFORMATION YOU SHOULD KNOW 109 SUMMARY OF PROMOTIONAL AND SALES MATERIAL 109 INTELLECTUAL PROPERTY 109 WHERE YOU CAN FIND MORE INFORMATION 110 PRIVACY POLICY 111 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM APPENDIX A A-1

INFORMATION NOT REQUIRED IN PROSPECTUS

PART II INFORMATION NOT REQUIRED IN PROSPECTUS II-1 This Prospectus contains information you should consider when making an investment decision about the Shares of the Trust. You may rely on the information contained in this Prospectus. The Trust and the Sponsor have not authorized any person to provide you with different information and, if anyone provides you with different or inconsistent information, you should not rely on it. This Prospectus is not an offer to sell the Shares in any jurisdiction where the offer or sale of the Shares is not permitted. The Shares of the Trust are not registered for public sale in any jurisdiction other than the United States. Until 25 calendar days after the date of this Prospectus, all dealers effecting transactions in the Shares, whether or not participating in this offering, may be required to deliver a prospectus. This requirement is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions. i REGARDING FORWARD-LOOKING STATEMENTS This Prospectus includes “forward-looking by terminology such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this Prospectus that address activities, events or developments that will or may occur in the future, including such matters as movements in the digital asset markets and indexes that track such movements, the Trust’s operations, the Sponsor’s plans and references to the Trust’s future success

View Full Filing

View this S-1/A filing on SEC EDGAR