CoinShares Files S-1/A for Spot XRP ETF Amid Volatility

TL;DR

**Don't touch this XRP ETF unless you're ready for a wild ride; the volatility is extreme, and you could lose everything.**

AI Summary

CoinShares XRP ETF filed an S-1/A on August 22, 2025, to launch an exchange-traded fund designed to reflect the performance of XRP, a digital commodity. The Trust will hold XRP and value its shares daily based on the Compass Crypto Reference Index 4pm New York XRP. The filing indicates that the price of XRP has experienced extreme volatility, falling from an all-time high of $_______ in November 2021 to $________ in November 2022, before reaching a new all-time high of $________ in December 2024. The Trust is passively managed, meaning the Sponsor will not actively buy or sell XRP based on price expectations or employ hedging techniques. The Shares will be listed on The Nasdaq Stock Market, LLC under an undisclosed ticker symbol. The Trust is an 'emerging growth company' and is not regulated under the 1940 Act or the CEA, exposing investors to significant risks, including the potential loss of their entire investment.

Why It Matters

This S-1/A filing is crucial for investors seeking regulated exposure to XRP, offering a potentially more accessible and cost-effective investment vehicle than direct crypto purchases. For employees of CoinShares and its service providers, it signifies a major product launch and potential growth. Customers gain a new, regulated option for XRP investment, but must weigh the convenience against the inherent volatility of the underlying asset. In the broader market, the approval of an XRP ETF could legitimize XRP further, potentially increasing institutional adoption and intensifying competition among crypto ETF providers like BlackRock and Grayscale.

Risk Assessment

Risk Level: high — The filing explicitly states, 'AN INVESTMENT IN THE TRUST INVOLVES SIGNIFICANT RISKS AND MAY NOT BE SUITABLE FOR SHAREHOLDERS 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. THE PURCHASE OF SHARES INVOLVES A HIGH DEGREE OF RISK AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.' This is further evidenced by XRP's price volatility, which saw it fall from a then-all-time high of $_______ in November 2021 to $________ in November 2022.

Analyst Insight

Investors should approach the CoinShares XRP ETF with extreme caution, conducting thorough due diligence on XRP's historical volatility and the Trust's passive management strategy. Allocate only capital you are prepared to lose entirely, and consider this a highly speculative component of a diversified portfolio, not a core holding.

Financial Highlights

debt To Equity

0.0

revenue

$0

operating Margin

0%

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

gross Margin

0%

cash Position

$0

revenue Growth

+0%

Key Numbers

• $_______ — XRP all-time high price (Reached in November 2021, demonstrating extreme volatility)
• $________ — XRP price low (Fell to this level in November 2022 from its all-time high)
• $________ — New XRP all-time high price (Reached in December 2024, indicating continued price swings)
• 4:00 p.m. ET — Index reference time (Time for daily XRP price calculation for the Compass Crypto Reference Index)
• 15 seconds — IIV dissemination frequency (How often the intraday indicative value will be updated during trading hours)
• 3 years — Expected offering duration (Period until the continuous offering is expected to terminate, unless extended)

Key Players & Entities

• CoinShares XRP ETF (company) — Registrant and issuer of shares
• CoinShares Co. (company) — Sponsor of the Trust
• XRP (company) — Digital commodity held by the Trust
• The Nasdaq Stock Market, LLC (company) — Intended listing exchange for the Shares
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for the S-1/A filing
• Compass Financial Technologies (company) — Benchmark Administrator for the Index
• Charles Butler (person) — Contact person for CoinShares Co.
• Morrison C. Warren, Esq. (person) — Legal counsel from Chapman and Cutler LLP
• CSC Delaware Trust Company (company) — Trustee of the Trust
• U.S. Jumpstart Our Business Startups Act (regulator) — Act defining 'emerging growth company'

FAQ

Risk Factors

• Extreme XRP Price Volatility [high — financial]: The price of XRP has experienced extreme volatility, falling from an all-time high of $_______ in November 2021 to $________ in November 2022, before reaching a new all-time high of $________ in December 2024. This significant price fluctuation poses a substantial risk to investors, as the value of their investment can change dramatically in short periods.
• Lack of 1940 Act and CEA Regulation [high — regulatory]: The Trust is not registered under the Investment Company Act of 1940 or the Commodity Exchange Act. This means investors are not afforded the protections typically provided by these regulatory frameworks, increasing the potential for significant losses.
• Potential for Total Investment Loss [high — financial]: The speculative nature of XRP and the Trust's structure expose investors to the risk of losing their entire investment. The filing explicitly warns that the purchase of Shares involves a high degree of risk.
• Passive Management and No Hedging [medium — market]: The Trust is passively managed, meaning the Sponsor will not actively buy or sell XRP based on price expectations or employ hedging techniques. This lack of active management means the Trust will not attempt to mitigate losses during periods of XRP price decline.
• Reliance on Third-Party Custodians [medium — operational]: The Trust relies on multiple Custodians for the safekeeping of its XRP and cash. Any operational failures, security breaches, or insolvency of these third parties could lead to the loss of the Trust's assets.
• Uncertainty of XRP's Legal Status [medium — legal]: While not explicitly detailed in this excerpt, the underlying asset, XRP, has faced regulatory scrutiny and legal challenges in the past. Any future adverse legal developments concerning XRP could negatively impact the Trust's value.
• Secondary Market Trading at Premium/Discount [low — market]: Shareholders buying or selling on the secondary market may do so at a premium or discount relative to the Trust's Net Asset Value (NAV). This can result in investors paying more or receiving less than the underlying value of the XRP held by the Trust.
• Emerging Growth Company Status [low — regulatory]: As an 'emerging growth company,' the Trust may utilize reduced reporting requirements. While this can streamline operations, it may also mean less transparency for investors compared to more established entities.

Industry Context

The digital asset ETF market is rapidly evolving, with increasing institutional interest in providing regulated access to cryptocurrencies. Competitors are launching similar products for various digital assets, creating a dynamic landscape. However, the regulatory environment for crypto-related financial products remains complex and subject to change, posing ongoing challenges for issuers and investors.

Regulatory Implications

The Trust's status as an 'emerging growth company' and its exemption from the 1940 Act and CEA regulations mean investors are exposed to higher risks and fewer protections than in traditional regulated financial products. This lack of comprehensive oversight necessitates a thorough understanding of the specific risks associated with digital assets.

What Investors Should Do

1. Thoroughly review the 'Risk Factors' section of the S-1/A filing.
2. Understand the implications of passive management and lack of hedging.
3. Assess personal risk tolerance for speculative investments.
4. Monitor the performance of the Compass Crypto Reference Index 4pm New York XRP.
5. Be aware of potential premiums or discounts in secondary market trading.

Key Dates

• 2025-08-22: S-1/A Filing — This is the initial filing date for the registration statement, marking the formal announcement of the CoinShares XRP ETF and its intention to go public.

Glossary

XRP

A digital commodity based on the cryptographic protocols used by the XRP blockchain, a decentralized, peer-to-peer computer network. (The underlying asset that the CoinShares XRP ETF aims to track the performance of.)

Compass Crypto Reference Index 4pm New York XRP

The specific index used to measure and reflect the performance of XRP for the Trust. (This index determines the daily valuation of XRP for the ETF, directly impacting the ETF's share price.)

Sponsor

CoinShares Co., the entity responsible for establishing and managing the Trust. (The primary manager of the ETF, responsible for its operations and adherence to the prospectus.)

Trustee

CSC Delaware Trust Company, responsible for overseeing the Trust's assets and operations on behalf of shareholders. (Acts as a fiduciary to ensure the Trust operates according to its governing documents.)

Authorized Participant

A financial firm authorized to create or redeem Shares of the Trust in large blocks (Baskets). (These participants are crucial for the creation and redemption process, helping to keep the ETF's market price aligned with its Net Asset Value (NAV).)

Basket

A block of [____] Shares of the Trust, used for the creation and redemption process by Authorized Participants. (Represents the unit of trading for Authorized Participants, influencing the flow of XRP into or out of the Trust.)

Emerging Growth Company

A company that meets certain criteria under the JOBS Act, allowing for reduced reporting requirements. (Indicates the Trust may have less stringent disclosure obligations, potentially impacting investor transparency.)

1940 Act

The U.S. Investment Company Act of 1940, which regulates investment companies like mutual funds. (The Trust is explicitly stated to not be regulated under this act, meaning investors lack typical protections afforded to mutual fund 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, margins, and debt levels are not yet established for this newly proposed ETF. The filing primarily outlines the structure, investment objective, and associated risks of the CoinShares XRP ETF.

Filing Documents

• coinshares_s1a-082225.htm (S-1/A) — 1311KB
• ex-107.htm (EX-FILING FEES) — 26KB
• coinsharess1a001.jpg (GRAPHIC) — 18KB
• 0001999371-25-011886.txt ( ) — 1757KB
• ex-107_htm.xml (XML) — 5KB

From the Filing

TO FORM S-1 As filed with the Securities and Exchange Commission on August 22, 2025 Registration No. 333-284484 UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COINSHARES XRP ETF (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) c/o CoinShares Co. Charles Butler 437 Madison Avenue, 28 th Floor New York, NY 10022 (646) 308-1518 (I.R.S. Employer Identification Number) (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices and Agent for Service) Copies to: Morrison C. Warren, Esq. Chapman and Cutler LLP 320 South Canal Street Chicago, Illinois 60606 Approximate date of commencement of proposed sale to the public : As soon as practicable after this registration statement becomes effective. 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, check the following box and list the Securities Act 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 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 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,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities 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. 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 Commission, acting pursuant to said Section 8(a), may determine. The information in this 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 prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Preliminary Prospectus dated August 22, 2025 COINSHARES XRP ETF Common Shares of Beneficial Interest The CoinShares XRP ETF (the “Trust”) is an exchange-traded fund that issues common shares of beneficial interest (the “Shares”), which represent units of fractional undivided beneficial interest in and ownership of the Trust. The Trust’s purpose is to hold “XRP,” which is a digital commodity based on the cryptographic protocols used by the XRP blockchain, a decentralized, peer-to-peer computer network (the “XRP Ledger”). The investment objective of the Trust is for the Shares to reflect the performance of the value of XRP as represented by the Compass Crypto Reference Index 4pm New York XRP (the “Index”), less the Trust’s liabilities and expenses. The Shares are designed to provide investors with a cost-effective and convenient way to invest in XRP. CoinShares Co. is the sponsor of the Trust (the “Sponsor”), CSC Delaware Trust Company is the trustee of the Trust (the “Trustee”), ________ is the transfer agent of the Trust (in such capacity, the “Transfer Agent”) and the administrator of the Trust (in such capacity, the “Administrator”), ________ is the marketing agent of the Trust (the “

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