Bitwise XRP ETF Files S-1/A, Details Custody & Fee Structure

TL;DR

**Bitwise's XRP ETF is a game-changer for institutional adoption, signaling a bullish long-term outlook for XRP despite regulatory hurdles.**

AI Summary

The Bitwise XRP ETF filed an S-1/A on August 22, 2025, seeking to provide direct exposure to XRP's value, less operational expenses. The Trust will hold XRP with Coinbase Custody Trust Company, LLC and establish its Net Asset Value (NAV) using the CME CF XRP – Dollar Reference Rate – New York Variant. Bitwise Investment Advisers, LLC sponsors and manages the Trust, charging a unitary management fee of 0.____% per annum of the Trust's XRP holdings. The Trust will create and redeem Shares in Baskets of 10,000 Shares, with Bitwise Asset Management, Inc. serving as the Seed Capital Investor, purchasing $________ in Shares on ________ and taking delivery of __ Shares at $___ per share. Bitwise Investment Manager, LLC is expected to purchase initial Baskets for $____________, at $__ per share for ________ Shares, with proceeds used to acquire XRP. The filing emphasizes that the Trust will not engage in activities to earn additional XRP or generate income from its holdings.

Why It Matters

This S-1/A filing is crucial for investors seeking regulated exposure to XRP, offering a traditional brokerage avenue without direct digital asset management complexities. The proposed ETF could significantly increase institutional adoption and liquidity for XRP, potentially impacting its market valuation. For employees, it signals growth in the digital asset ETF sector, while customers gain a new, potentially safer investment vehicle. The competitive landscape for crypto ETFs intensifies, as Bitwise aims to capture market share by offering a product for a major altcoin, differentiating itself from existing Bitcoin and Ethereum ETFs.

Risk Assessment

Risk Level: high — The filing explicitly states, 'AN INVESTMENT IN THE TRUST MAY NOT BE SUITABLE FOR INVESTORS THAT ARE NOT IN A POSITION TO ACCEPT MORE RISK THAN MAY BE INVOLVED WITH OTHER EXCHANGE-TRADED PRODUCTS THAT DO NOT HOLD XRP OR INTERESTS RELATED TO XRP. THE SHARES ARE SPECULATIVE SECURITIES. THEIR PURCHASE INVOLVES A HIGH DEGREE OF RISK AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.' This highlights the inherent volatility and speculative nature of digital assets like XRP, making it a high-risk investment.

Analyst Insight

Investors should carefully review the 'RISK FACTORS' section starting on page 9 before considering an investment. Given the high-risk nature and speculative aspects of XRP, this ETF is best suited for sophisticated investors with a high-risk tolerance and a long-term investment horizon, who are looking for diversified exposure to digital assets.

Key Numbers

• 0.____% — Sponsor Fee (Annual management fee of the Trust's XRP holdings)
• 10,000 — Shares per Basket (Block size for creation and redemption of Shares)
• $________ — Seed Capital Investment (Amount purchased by Bitwise Asset Management, Inc.)
• $___ — Seed Share Price (Per-Share price for Seed Shares taken by Bitwise Asset Management, Inc.)
• $____________ — Initial Basket Purchase (Amount expected to be purchased by Bitwise Investment Manager, LLC)
• $__ — Initial Basket Share Price (Per-Share price for initial Baskets purchased by Bitwise Investment Manager, LLC)
• 100 billion — Total XRP Tokens (All XRP tokens created at the XRP Ledger's launch in 2012)
• 1,500 — Transactions per second (Capacity of the XRP Ledger, significantly higher than Bitcoin or Ethereum networks)
• 9 — Page number (Starting page for 'RISK FACTORS' section)
• 2012 — Year (Launch year of the XRP Ledger)

Key Players & Entities

• Bitwise XRP ETF (company) — Registrant and exchange-traded product
• Bitwise Investment Advisers, LLC (company) — Sponsor and manager of the Trust
• Coinbase Custody Trust Company, LLC (company) — XRP Custodian for the Trust's XRP holdings
• CF Benchmarks Ltd. (company) — Benchmark Provider for the CME CF XRP – Dollar Reference Rate
• Bitwise Asset Management, Inc. (company) — Parent of the Sponsor and Seed Capital Investor
• Bitwise Investment Manager, LLC (company) — Affiliate of the Sponsor, expected to purchase initial Baskets
• Richard Coyle, Esq. (person) — Legal counsel from Chapman and Cutler LLP
• James Audette, Esq. (person) — Legal counsel from Chapman and Cutler LLP
• Katherine Dowling, Esq. (person) — Legal counsel from Bitwise Investment Advisers, LLC
• Securities and Exchange Commission (regulator) — Regulatory body overseeing the S-1/A filing

FAQ

Risk Factors

• XRP Market and Regulation [high — regulatory]: The filing dedicates significant attention to the regulatory landscape surrounding XRP, acknowledging the ongoing uncertainties and potential for adverse rulings. This includes the SEC's ongoing legal actions and the potential classification of XRP as a security, which could impact its trading and the Trust's operations.
• XRP Price Volatility [high — market]: The Trust's performance is directly tied to the price of XRP, which is known for its high volatility. Fluctuations in XRP's value, driven by market sentiment, regulatory news, and adoption rates, will directly impact the Trust's Net Asset Value (NAV).
• Custody of Assets [medium — operational]: The Trust's XRP holdings will be maintained by Coinbase Custody Trust Company, LLC. While a reputable custodian, any operational failures, security breaches, or insolvency of the custodian could lead to the loss of the Trust's assets.
• NAV Calculation Accuracy [medium — operational]: The Net Asset Value (NAV) will be calculated using the CME CF XRP – Dollar Reference Rate – New York Variant. Inaccuracies or manipulation of this reference rate could lead to discrepancies between the Trust's NAV and the actual market price of XRP.
• Service Provider Reliance [medium — legal]: The Trust relies on various service providers, including Bitwise Investment Advisers, LLC (Sponsor), Coinbase Custody Trust Company, LLC (Custodian), and potentially others for prime execution and trade credit. The failure or misconduct of any of these providers could negatively impact the Trust.
• Liquidity of XRP [medium — market]: While XRP has significant trading volume, the liquidity of XRP on various exchanges could be affected by regulatory actions or market downturns, potentially impacting the Trust's ability to create or redeem Baskets efficiently.
• Seed Capital Investor Role [low — operational]: Bitwise Asset Management, Inc. is acting as the Seed Capital Investor. Their initial purchase and subsequent redemption activities are crucial for establishing the Trust's initial Baskets and ensuring market liquidity for the Shares.
• Lack of Additional XRP Generation [low — regulatory]: The Trust will not engage in activities to earn additional XRP or generate income from its holdings. This means the Trust's value is solely dependent on the price appreciation of the XRP it holds, without any yield component.

Industry Context

The cryptocurrency ETF market is rapidly evolving, with increasing institutional interest in digital assets. Competitors are offering exposure to various cryptocurrencies, but direct XRP exposure through a regulated ETF structure remains a niche. The success of such a product hinges on regulatory clarity and investor demand for XRP specifically.

Regulatory Implications

The primary regulatory concern is the ongoing legal status of XRP, particularly the SEC's classification of it as a security. Any adverse ruling could significantly impact the Trust's ability to operate or the value of its underlying asset. Compliance with evolving digital asset regulations globally will be critical.

What Investors Should Do

1. Review the 'Risk Factors' section thoroughly, paying close attention to regulatory and market volatility risks associated with XRP.
2. Understand the fee structure, including the unitary management fee, to assess the impact on potential returns.
3. Evaluate the role and reliability of key service providers, especially the custodian (Coinbase Custody Trust Company, LLC) and the reference rate provider.
4. Consider the lack of yield generation from XRP holdings, meaning returns are solely based on price appreciation.

Key Dates

• 2025-08-22: Filing of S-1/A — Indicates the Trust's intention to launch and begin the registration process for public offering of Shares.

Glossary

S-1/A

An amendment to a registration statement filed with the SEC, typically used for securities offerings. (This is the document detailing the structure, risks, and operations of the Bitwise XRP ETF.)

Net Asset Value (NAV)

The per-share market value of a fund, calculated by taking the total value of its assets, subtracting liabilities, and dividing by the number of outstanding shares. (The NAV will be the primary measure of the Trust's value and will be used for creation and redemption of Shares.)

Basket

A block of a specified number of Shares (10,000 in this case) that are created or redeemed by Authorized Participants. (This is the unit of trading for large-scale creation and redemption of ETF shares, facilitating market liquidity.)

CME CF XRP – Dollar Reference Rate – New York Variant

A specific benchmark rate used to determine the value of XRP against the US Dollar, calculated by CME Group. (This rate will be used to establish the Trust's Net Asset Value (NAV).)

Coinbase Custody Trust Company, LLC

A qualified custodian providing secure storage for digital assets. (This entity will hold the Trust's XRP holdings, ensuring their safekeeping.)

Seed Capital Investor

An entity providing initial capital to purchase shares of the Trust, enabling its formation. (Bitwise Asset Management, Inc. is providing the initial investment to launch the Trust.)

Authorized Participant

Financial institutions that can create and redeem ETF shares in large blocks (Baskets). (These participants are crucial for maintaining the link between the ETF's market price and its NAV.)

Unitary Management Fee

A single fee charged by the sponsor to cover all management and operational expenses of the Trust. (This fee directly impacts the Trust's overall expense ratio and the net return to investors.)

Year-Over-Year Comparison

As this is an initial S-1/A filing, there is no prior filing to compare against. Key metrics such as revenue, net income, and margins are not applicable at this pre-launch stage. The filing establishes the foundational structure, operational plan, and initial seed capital arrangements for the Trust.

Key Financial Figures

• $1.235 billion — uo; upon the earliest of (i) its having $1.235 billion or more in annual revenues, (ii) at lea
• $700 million — more in annual revenues, (ii) at least $700 million in market value of Shares being held by
• $1.0 billion — affiliates, (iii) its issuing more than $1.0 billion of non-convertible debt over a three-ye
• $184 billion — market capitalization of approximately $184 billion. For more information on XRP and the

Filing Documents

• ea0254213-s1a2_bitwise.htm (S-1/A) — 1216KB
• ea025421301ex-fee_bitwise.htm (EX-FILING FEES) — 12KB
• 0001213900-25-079990.txt ( ) — 1336KB
• ea025421301ex-fee_bitwise_htm.xml (XML) — 3KB

Risk Factors

Risk Factors 9 XRP, XRP MARKET AND REGULATION OF XRP 62 THE TRUST AND XRP PRICES 70 Calculation of NAV 76 ADDITIONAL INFORMATION ABOUT THE TRUST 78 The Trust’s Service Providers 8 3 Custody of the Trust’s Assets 85 THE PRIME EXECUTION AGENT AND the TRADE CREDIT LENDER 87 Form of Shares 93 Transfer of Shares 94 SEED CAPITAL INVESTOR 94 Plan of Distribution 94 Creation and Redemption of Shares 96

Use of Proceeds

Use of Proceeds 102 102 Conflicts of Interest 102 FIDUCIARY AND REGULATORY DUTIES AND OBLIGATIONS OF THE SPONSOR 103 Liability and Indemnification 105 Provisions of Law 106 Management; Voting by Shareholders 107 Meetings 107 Books and Records 108 108 Fiscal Year 108 GOVERNING LAW; CONSENT TO DELAWARE JURISDICTION 108 Legal Matters 108 Experts 109 Material Contracts 109 UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 115 Purchases By Employee Benefit Plans 120 Information You Should Know 122 SUMMARY OF PROMOTIONAL AND SALES MATERIAL 122 Intellectual Property 122 Where You Can Find More Information 123 Privacy Policy 123 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-1 F-2 This Prospectus contains information you should consider when making an investment decision about the Shares. 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 are not registered for public sale in any jurisdiction other than the United States. i REGARDING FORWARD-LOOKING STATEMENTS This Prospectus includes “forward-looking statements” that generally relate to future events or future performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or

View Full Filing

View this S-1/A filing on SEC EDGAR