21Shares XRP ETF Files S-1/A, Targets Cboe BZX Listing

TL;DR

**This XRP ETF is a high-risk, high-reward play for traditional investors seeking crypto exposure, but don't expect traditional regulatory protections.**

AI Summary

The 21Shares XRP ETF (TOXR) filed Amendment No. 4 to its S-1 registration statement on November 20, 2025, aiming to launch an exchange-traded fund tracking the performance of XRP, as measured by the CME CF XRP—Dollar Reference Rate—New York Variant (XRPUSD_NY). The Trust will hold XRP and value its shares daily based on this pricing benchmark. 21Shares US LLC, the Sponsor, anticipates an Initial Seed Creation Investor, also 21Shares US LLC, will purchase 20,000 Shares at $25.00 per Share, generating approximately $500,000.00 to acquire XRP. The Trust will utilize multiple regulated custodians: Coinbase Custody Trust Company, LLC, Anchorage Digital Bank N.A., and BitGo Trust Company, Inc. Shares will be listed on the Cboe BZX Exchange, Inc. under the ticker TOXR. The filing emphasizes that the Trust is a passive investment vehicle, does not use leverage or derivatives, and is not subject to the Investment Company Act of 1940 or regulation by the CFTC, highlighting significant risks for investors.

Why It Matters

This S-1/A filing signals 21Shares' continued push to bring a spot XRP ETF to market, offering traditional investors indirect exposure to the volatile cryptocurrency without direct ownership. For investors, it provides a regulated vehicle, potentially simplifying access and custody compared to direct XRP purchases. However, it also means foregoing protections afforded by investment companies. The competitive landscape for crypto ETFs is intensifying, and the approval of an XRP ETF could further legitimize digital assets in mainstream finance, potentially drawing significant capital from institutional and retail investors, while also increasing regulatory scrutiny on the broader crypto market.

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." It also notes the Trust is not subject to the Investment Company Act of 1940 or CFTC regulation, removing key investor protections.

Analyst Insight

Investors should carefully review the 'RISK FACTORS' section starting on page 13 of the prospectus before considering an investment. Understand that this ETF offers indirect exposure to a highly volatile asset (XRP) without the typical regulatory safeguards of traditional investment companies. Diversify your portfolio and allocate only capital you are prepared to lose.

Financial Highlights

debt To Equity

0.0

revenue

$0.00

operating Margin

N/A

total Assets

$0.00

total Debt

$0.00

net Income

$0.00

eps

$0.00

gross Margin

N/A

cash Position

$0.00

revenue Growth

N/A

Key Numbers

• $2.23 — XRP Pricing Benchmark (Price of XRPUSD_NY on November 18, 2025)
• 20,000 — Initial Seed Creation Baskets (Number of shares expected to be purchased by the Initial Seed Creation Investor)
• $25.00 — Price per Share (Anticipated price per share for Initial Seed Creation Baskets)
• $500,000.00 — Proceeds from Initial Seed Sale (Anticipated proceeds from the sale of Initial Seed Creation Baskets)
• 10,000 — Shares per Basket (Number of shares constituting a 'Basket' for creation and redemption)

Key Players & Entities

• 21Shares XRP ETF (company) — Registrant and exchange-traded fund
• 21Shares US LLC (company) — Sponsor of the Trust and Initial Seed Creation Investor
• Cboe BZX Exchange, Inc. (company) — Anticipated listing exchange for TOXR shares
• XRP (company) — Underlying digital asset tracked by the ETF
• CME CF XRP—Dollar Reference Rate—New York Variant (XRPUSD_NY) (company) — Pricing Benchmark for the Trust's shares
• Coinbase Custody Trust Company, LLC (company) — XRP Custodian for the Trust
• Anchorage Digital Bank N.A. (company) — XRP Custodian for the Trust
• BitGo Trust Company, Inc. (company) — XRP Custodian for the Trust
• Russell Barlow (person) — Agent for service for 21Shares US LLC
• SEC (regulator) — Securities and Exchange Commission

FAQ

Risk Factors

• Uncertainty of XRP's Regulatory Status [high — regulatory]: The filing highlights that XRP's classification as a security or commodity remains subject to ongoing legal and regulatory scrutiny. This uncertainty could lead to future regulatory actions that may adversely affect the value of XRP and the Trust's ability to operate.
• Volatility of XRP Price [high — market]: The Trust's performance is directly tied to the price of XRP, which is known for its high volatility. The Pricing Benchmark was $2.23 on November 18, 2025, indicating potential for significant price swings that could impact investor returns.
• Reliance on Third-Party Custodians [high — operational]: The Trust relies on multiple regulated custodians (Coinbase Custody Trust Company, LLC, Anchorage Digital Bank N.A., and BitGo Trust Company, Inc.) to hold its XRP. Any operational failures, security breaches, or insolvency of these custodians could result in the loss of the Trust's XRP holdings.
• Dependence on Pricing Benchmark Provider [medium — operational]: The Trust's investment objective is to track the CME CF XRP—Dollar Reference Rate—New York Variant (XRPUSD_NY), calculated by CF Benchmarks Ltd. Any disruption in the calculation or availability of this benchmark could impair the Trust's ability to accurately track XRP's performance.
• Counterparty Risk [medium — legal]: The Trust utilizes XRP Counterparties for cash creation and redemption orders. The failure of an XRP Counterparty to fulfill its obligations could lead to losses for the Trust, despite due diligence performed by the Sponsor.
• Secondary Market Trading Premiums/Discounts [medium — market]: Shares traded on the secondary market may trade at a premium or discount to the Trust's Net Asset Value (NAV) due to supply and demand, market conditions, and other factors, potentially affecting the price investors pay or receive.
• Lack of Investment Company Act of 1940 Registration [low — regulatory]: The Trust is not registered under the Investment Company Act of 1940. While this may reduce certain compliance burdens, it also means investors do not benefit from the protections afforded by this Act.
• Initial Seed Investment Size [low — financial]: The initial seed investment of $500,000.00 (20,000 Shares at $25.00 per Share) is relatively small, which could impact the initial liquidity and price stability of the ETF upon launch.

Industry Context

The cryptocurrency ETF market is rapidly evolving, with increasing institutional interest in digital assets. Competitors like Grayscale and others are also exploring or have launched similar products. The success of XRP-based ETFs will depend on regulatory clarity, market adoption, and the ability to offer competitive fees and robust security measures.

Regulatory Implications

The filing emphasizes that the Trust is not subject to the Investment Company Act of 1940 or CFTC regulation, highlighting a less regulated environment compared to traditional ETFs. However, the ongoing regulatory uncertainty surrounding XRP itself presents a significant risk.

What Investors Should Do

1. Review the risk factors section thoroughly, paying close attention to regulatory uncertainty surrounding XRP and counterparty risks.
2. Understand that the ETF is a passive tracker and will not outperform XRP; its performance will mirror XRP's price minus expenses.
3. Be aware that secondary market prices may deviate from the Net Asset Value (NAV), leading to potential premiums or discounts.
4. Assess the operational risks associated with relying on multiple third-party custodians for XRP holdings.
5. Consider the implications of XRP not being registered under the Investment Company Act of 1940, which means fewer investor protections.

Key Dates

• 2025-11-20: Filing of Amendment No. 4 to S-1 Registration Statement — Indicates progress towards the ETF's launch and provides updated details on its structure and operations.
• 2025-11-18: XRP Pricing Benchmark (XRPUSD_NY) at $2.23 — Provides a snapshot of the underlying asset's value on a specific date, relevant for understanding the initial asset base.

Glossary

S-1/A

An amendment to a registration statement filed with the U.S. Securities and Exchange Commission (SEC) for the initial public offering of securities. (This filing (Amendment No. 4) provides updated information and details about the 21Shares XRP ETF before its shares can be publicly traded.)

XRPUSD_NY

The CME CF XRP—Dollar Reference Rate—New York Variant, used as the pricing benchmark for the ETF. (This is the primary reference rate the ETF aims to track, directly influencing its performance and valuation.)

Sponsor

21Shares US LLC, the entity responsible for the management and operations of the Trust. (The Sponsor plays a key role in the ETF's structure, including selecting custodians and counterparties.)

Trustee

CSC Delaware Trust Company, the entity responsible for overseeing the Trust's assets and operations on behalf of shareholders. (Ensures the Trust operates according to its governing documents and regulatory requirements.)

XRP Custodians

Coinbase Custody Trust Company, LLC, Anchorage Digital Bank N.A., and BitGo Trust Company, Inc., responsible for holding the Trust's XRP. (These entities are critical for the security and safekeeping of the ETF's underlying asset.)

Authorized Participant (AP)

Financial firms authorized to create and redeem large blocks (Baskets) of ETF shares directly with the Trust. (AP's facilitate the flow of shares into and out of the ETF, helping to keep the market price aligned with the NAV.)

Basket

A block of 10,000 Shares used for the creation and redemption process by Authorized Participants. (Defines the unit of trading for APs, impacting the efficiency of capital flows into and out of the ETF.)

XRP Counterparty

A designated third party that delivers, receives, or converts XRP related to an AP's cash creation or redemption orders. (These entities are crucial for the execution of cash transactions for APs and introduce counterparty risk.)

Year-Over-Year Comparison

As this is Amendment No. 4 to the S-1 registration statement, it represents an iterative update rather than a year-over-year comparison. Key metrics like revenue, net income, and margins are not applicable at this pre-launch stage. The filing continues to refine operational details, custodian arrangements, and risk disclosures, indicating progress towards the ETF's effectiveness and launch.

Key Financial Figures

• $2.23 — ber 18, 2025, the Pricing Benchmark was $2.23. 21Shares US LLC (in such capacity, t
• $25.00 — Creation Baskets”) at a price of $25.00 per Share. The proceeds from such sale
• $500,000.00 — ale are anticipated to be approximately $500,000.00. Such proceeds are expected to be used

Filing Documents

• ea0266092-s1a4_21shares.htm (S-1/A) — 1330KB
• ea026609201ex3-2_21shares.htm (EX-3.2) — 298KB
• ea026609201ex8-1_21shares.htm (EX-8.1) — 7KB
• ea026609201ex10-2_21shares.htm (EX-10.2) — 123KB
• ea026609201ex10-9_21shares.htm (EX-10.9) — 143KB
• ea026609201ex10-11_21shares.htm (EX-10.11) — 19KB
• ex8-1_001.jpg (GRAPHIC) — 3KB
• ex10-9_001.jpg (GRAPHIC) — 6KB
• 0001213900-25-112826.txt ( ) — 1933KB

From the Filing

NO. 4 TO FORM S-1 As filed with the Securities and Exchange Commission on November 20, 2025 Registration No. 333-282942 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 21SHARES XRP ETF (Exact name of registrant as specified in its charter) Delaware 6221 33-6479139 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 477 Madison Avenue, 6 th Floor New York, New York 10022 (646) 370-6016 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) 21Shares US LLC Russell Barlow 477 Madison Avenue, 6 th Floor New York, New York 10022 (646) 370-6016 (Address, including zip code, and telephone number, including area code, of agent for service) Copy to: Allison M. Fumai, Esq. Anna Tomczyk, Esq. Neel Maitra, Esq. Dechert LLP 1095 Avenue of the Americas New York, New York 10036 (212) 698-3526 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated and Exchange Act of 1934. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this Preliminary Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Preliminary Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. 2025 PRELIMINARY PROSPECTUS SHARES 21Shares XRP ETF The 21Shares XRP ETF (the “Trust”) is an exchange-traded fund that issues common shares of beneficial interest (the “Shares”) that are anticipated to be listed on the Cboe BZX Exchange, Inc. (the “Exchange”). The Trust is a passive investment vehicle that does not seek to generate returns beyond tracking the price of XRP. This means the Sponsor does not speculatively sell XRP at times when its price is high or speculatively acquire XRP at low prices in the expectation of future price increases. It also means the Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective. The Trust’s investment objective is to seek to track the performance of XRP, as measured by the performance of the CME CF XRP—Dollar Reference Rate — New York Variant (XRPUSD_NY) (the “Pricing Benchmark”), adjusted for the Trust’s expenses and other liabilities. The Pricing Benchmark is calculated by CF Be

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