21Shares XRP ETF Files S-1/A for Spot XRP ETF Launch

TL;DR

**This XRP ETF is a high-stakes gamble on regulatory approval and XRP's market acceptance, offering a new, albeit risky, avenue for crypto exposure.**

AI Summary

The 21Shares XRP ETF (TOXR) filed an S-1/A on December 8, 2025, to launch an exchange-traded fund designed to track 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 benchmark, adjusted for expenses. Initial seed creation baskets, comprising 20,000 Shares, are expected to be purchased by 21Shares US LLC at $25.00 per Share, generating approximately $500,000.00 in proceeds to acquire XRP. The Trust will utilize a cash creation and redemption model, where Authorized Participants deposit cash, and an XRP Counterparty purchases XRP for the Trust, or vice versa for redemptions. XRP will be custodied by Coinbase Custody Trust Company, LLC, Anchorage Digital Bank N.A., and BitGo Trust Company, Inc. The filing explicitly states that an investment in the Trust involves significant risks, and investors could lose their entire investment, as the Shares are speculative securities.

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 XRP without direct ownership complexities. If approved, it would intensify competition in the crypto ETF space, particularly against existing Bitcoin and Ethereum products, and potentially legitimize XRP further in the eyes of institutional investors. For employees, it could mean increased demand for crypto-native financial services. Customers would gain a regulated, accessible investment vehicle, while the broader market would see enhanced liquidity and price discovery for XRP, contingent on regulatory approval and market reception.

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 direct warning, coupled with the inherent volatility and regulatory uncertainty surrounding digital assets like XRP, indicates a high risk level.

Analyst Insight

Investors should approach TOXR with extreme caution, recognizing the speculative nature and high risk involved. Those considering an investment should thoroughly review the 'Risk Factors' section of the prospectus and understand the regulatory landscape for XRP before committing capital.

Financial Highlights

debt To Equity

0.0

revenue

$0

operating Margin

N/A

total Assets

$500,000.00

total Debt

$0

net Income

$0

eps

$0

gross Margin

N/A

cash Position

$500,000.00

revenue Growth

N/A

Key Numbers

• $2.03 — Pricing Benchmark for XRP (XRPUSD_NY price on December 6, 2025)
• $25.00 — Initial Seed Creation Share Price (Anticipated price per Share for initial seed creation baskets)
• $500,000.00 — Proceeds from Initial Seed Creation (Anticipated proceeds from the sale of 20,000 Shares to 21Shares US LLC)
• 20,000 — Initial Seed Creation Shares (Number of Shares in the Initial Seed Creation Baskets)
• 10,000 — Shares per Basket (Block size for creation and redemption of Shares)

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
• Russell Barlow (person) — Agent for service for 21Shares US LLC
• SEC (regulator) — Securities and Exchange Commission
• Cboe BZX Exchange, Inc. (company) — Anticipated listing exchange for TOXR 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
• CF Benchmarks Ltd. (company) — Benchmark Provider for the CME CF XRP—Dollar Reference Rate
• Dechert LLP (company) — Legal counsel for the registrant

FAQ

Risk Factors

• Volatility of XRP Price [high — market]: The value of XRP can be highly volatile, influenced by market sentiment, regulatory developments, and technological changes. The Trust's NAV will fluctuate directly with the price of XRP, and investors could lose their entire investment.
• Regulatory Uncertainty for XRP [high — regulatory]: XRP has faced significant regulatory scrutiny, including legal actions by the SEC. Future regulatory actions or interpretations could adversely affect the price of XRP and the Trust's ability to operate, potentially leading to losses for investors.
• Custody and Security Risks [high — operational]: The Trust's XRP will be held by third-party custodians (Coinbase Custody, Anchorage Digital, BitGo). A security breach, operational failure, or insolvency of any of these custodians could result in the loss of the Trust's XRP holdings.
• Counterparty Risk [medium — financial]: The Trust relies on XRP Counterparties for cash creation and redemption. The financial stability or operational capacity of these counterparties could impact the Trust's ability to efficiently create or redeem shares, potentially affecting its NAV.
• Limited Recourse for Investors [medium — legal]: The Trust is structured as a Delaware statutory trust. Investors may have limited legal recourse against the Sponsor, Trustee, or XRP Custodians in the event of losses or operational failures, as the Shares are speculative securities.
• Tracking Error [medium — market]: The Trust aims to track the CME CF XRP—Dollar Reference Rate — New York Variant (XRPUSD_NY). However, factors such as trading costs, slippage, and operational delays may cause the Trust's performance to deviate from the benchmark, resulting in tracking error.
• Compliance and Listing Requirements [low — regulatory]: The Trust must comply with ongoing listing standards of the Cboe BZX Exchange and SEC regulations. Failure to meet these requirements could lead to delisting or other penalties, impacting liquidity and investor value.

Industry Context

The exchange-traded fund (ETF) market for digital assets is rapidly evolving, with increasing demand for regulated investment products tracking cryptocurrencies like XRP. Competitors include other crypto ETFs and direct investment in XRP. The industry faces ongoing challenges related to regulatory clarity, custody solutions, and market volatility.

Regulatory Implications

The filing highlights significant regulatory risks, particularly concerning XRP's legal status and potential SEC actions. The Trust's operations are subject to SEC regulations for ETFs and potentially evolving rules for digital assets, requiring careful compliance to avoid operational disruptions or investor protection issues.

What Investors Should Do

1. Review Risk Factors Thoroughly
2. Understand the Creation/Redemption Mechanism
3. Monitor Regulatory Developments
4. Compare to Benchmark and Competitors

Key Dates

• 2025-12-08: Filing of S-1/A Amendment No. 5 — Indicates progress in the registration process for the 21Shares XRP ETF, moving closer to potential effectiveness and launch.
• 2025-12-06: Pricing Benchmark for XRP (XRPUSD_NY) — The reference price of $2.03 per XRP on this date is a key data point for understanding the initial valuation basis of the Trust's assets.
• 2025-12-08: Preliminary Prospectus Date — Marks the availability of the most recent detailed information about the ETF's structure, risks, and operations for potential investors.

Glossary

S-1/A

An amendment to a registration statement filed with the SEC, used to update or correct information before a securities offering becomes effective. (This filing is the primary document detailing the 21Shares XRP ETF's structure, operations, and risks.)

CME CF XRP—Dollar Reference Rate — New York Variant (XRPUSD_NY)

A benchmark rate designed to track the performance of XRP in U.S. dollars, calculated by CF Benchmarks Ltd. based on major XRP trading platforms. (This is the primary benchmark the ETF aims to track, directly influencing its investment objective and performance.)

Authorized Participant (AP)

A financial institution that has an agreement with the ETF sponsor to create and redeem large blocks of ETF shares (Baskets) directly with the ETF. (AP's play a crucial role in the ETF's creation/redemption mechanism, ensuring the ETF's market price stays close to its Net Asset Value (NAV).)

Basket

A standard block of ETF shares (e.g., 10,000 shares) that Authorized Participants use to create or redeem ETF shares with the ETF issuer. (Defines the unit of trading for APs, impacting the efficiency of the creation and redemption process.)

XRP Counterparty

A third party, not an AP, that facilitates the purchase or sale of XRP for cash creation/redemption orders on behalf of the Trust. (Essential for the cash creation/redemption model, this entity handles the actual XRP transactions, introducing counterparty risk.)

XRP Custodians

Entities (Coinbase Custody, Anchorage Digital, BitGo) responsible for securely holding the Trust's XRP assets. (Crucial for the security and safekeeping of the ETF's underlying asset, XRP.)

Net Asset Value (NAV)

The per-share market value of an ETF's assets, calculated by subtracting liabilities from total assets and dividing by the number of outstanding shares. (The NAV is the theoretical value of the ETF's holdings, against which the market price of the ETF shares is compared.)

Initial Seed Creation Investor

The entity (21Shares US LLC) that purchases the initial block of shares to launch the ETF, acting as a statutory underwriter. (Provides the initial capital and shares to get the ETF started and listed.)

Year-Over-Year Comparison

This is an initial S-1/A filing for the 21Shares XRP ETF, meaning there is no prior filing to compare against. Key metrics such as revenue, net income, and debt are not applicable at this pre-launch stage. The focus is on establishing the ETF's structure, investment objective, operational framework, and outlining the significant risks associated with investing in XRP.

Key Financial Figures

• $2.03 — mber 6, 2025, the Pricing Benchmark was $2.03. 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

• ea0268766-s1a5_21shares.htm (S-1/A) — 1336KB
• ea026876601ex10-14_21shares.htm (EX-10.14) — 216KB
• ea026876601ex23-1_21shares.htm (EX-23.1) — 2KB
• 0001213900-25-118924.txt ( ) — 1555KB

From the Filing

NO. 5 TO FORM S-1 As filed with the Securities and Exchange Commission on December 8, 2025 Registration No. 333-282942 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 5 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 Statement. 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 calculate

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