Canary XRP ETF Files S-1/A for Direct XRP Exposure

TL;DR

**Get ready for XRPC: Canary's XRP ETF is coming, offering direct crypto exposure without the self-custody headache, but brace for high risk and no traditional fund protections.**

AI Summary

The Canary XRP ETF (the "Trust") filed an S-1/A on October 10, 2025, to launch an exchange-traded product designed to provide direct exposure to the value of XRP, less operational expenses. The Trust will hold XRP, with its net asset value (NAV) determined daily at 4:00 p.m. ET using the CoinDesk XRP CCIXber 60m New York Rate, a time-weighted average price from major XRP trading platforms. Canary Capital Group LLC is the Sponsor, and Gemini Trust Company, LLC and BitGo Trust Company Inc. are the Custodians, holding all of the Trust's XRP. The Trust will not use derivatives or leverage. Prior to public trading, Canary Capital Group, Inc., an affiliate of the Sponsor, purchased 10,000 Seed Shares at $25 per share, totaling $250,000, which will be used to acquire XRP. The Shares are expected to list on the Cboe BXZ Exchange, Inc. under the ticker "XRPC." Investors will not receive protections afforded by funds registered under the Investment Company Act of 1940 or the Commodity Exchange Act of 1936.

Why It Matters

This S-1/A filing signals the imminent launch of another spot crypto ETF, specifically for XRP, which could significantly broaden access for institutional and retail investors to the XRP market through traditional brokerage accounts. For investors, it offers a regulated, potentially more secure way to gain exposure to XRP without directly managing digital assets, potentially increasing liquidity and demand for XRP. This move intensifies competition within the digital asset ETF space, particularly against existing Bitcoin and Ethereum ETFs, and could pressure other asset managers to launch similar XRP products, further legitimizing the digital asset class in mainstream finance. Employees of Canary Capital Group and its service providers stand to benefit from increased business volume and market presence.

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." Additionally, the Trust is not regulated under the Investment Company Act of 1940 or the Commodity Exchange Act of 1936, meaning investors forgo significant regulatory protections.

Analyst Insight

Investors interested in XRP exposure should closely monitor the listing date on the Cboe BXZ Exchange, Inc. and carefully review the full 'Risk Factors' section starting on page 17. Given the high-risk nature and lack of traditional regulatory protections, consider this a speculative allocation and only invest capital you are prepared to lose entirely.

Financial Highlights

debt To Equity

0.0

revenue

$0

operating Margin

N/A

total Assets

$250,000

total Debt

$0

net Income

$0

eps

$0

gross Margin

N/A

cash Position

$250,000

revenue Growth

+0%

Key Numbers

• $250,000 — Total proceeds from Seed Shares (Initial capital raised by the Trust from Canary Capital Group, Inc.)
• 10,000 — Number of Seed Shares purchased (Represents all outstanding shares at the time of the prospectus)
• $25 — Per-Share price of Seed Shares (Initial valuation of the Trust's shares)
• 1,500 — Transactions per second (XRP Ledger) (Highlights the scalability and speed of the XRP Ledger compared to Bitcoin or Ethereum)
• 100 billion — Total XRP tokens created (Indicates XRP was pre-mined at launch in 2012, unlike Bitcoin or Ether)
• 20 billion — XRP retained by Ripple Labs founders (Portion of total XRP supply held by founders)
• 80 billion — XRP provided to Ripple Labs (Largest portion of total XRP supply allocated to Ripple Labs)

Key Players & Entities

• Canary XRP ETF (company) — Registrant and exchange-traded product
• Canary Capital Group LLC (company) — Sponsor of the Trust
• Canary Capital Group Inc. (company) — Seed Capital Investor, affiliate of the Sponsor
• Gemini Trust Company, LLC (company) — Custodian for the Trust's XRP
• BitGo Trust Company Inc. (company) — Custodian for the Trust's XRP
• CoinDesk Indices (company) — Benchmark Provider for the Pricing Benchmark
• Cboe BXZ Exchange, Inc. (company) — Expected listing exchange for the Shares
• SEC (regulator) — Securities and Exchange Commission
• Morrison C. Warren, Esq. (person) — Legal counsel from Chapman and Cutler LLP
• James Audette, Esq. (person) — Legal counsel from Chapman and Cutler LLP

FAQ

Risk Factors

• XRP Price Volatility [high — market]: The value of XRP can be highly volatile, influenced by market sentiment, regulatory developments, and the overall cryptocurrency market. This volatility directly impacts the Trust's Net Asset Value (NAV) and the value of an investment in the Shares.
• Custody and Security Risks [high — operational]: The Trust's XRP is held by Gemini Trust Company, LLC and BitGo Trust Company Inc. Any security breach, operational failure, or insolvency of these custodians could result in the loss of the Trust's XRP holdings, impacting the NAV and investor capital.
• Regulatory Uncertainty for XRP [high — regulatory]: XRP has faced significant regulatory scrutiny, particularly from the U.S. Securities and Exchange Commission (SEC). Future regulatory actions or interpretations could adversely affect the price of XRP and the Trust's ability to operate or maintain its assets.
• NAV Calculation Errors [medium — operational]: The Trust's NAV is calculated daily using the CoinDesk XRP CCIXber 60m New York Rate. Errors in data feeds, calculation methodologies, or timing could lead to an inaccurate NAV, potentially disadvantaging investors during creation/redemption or trading.
• Seed Capital Concentration [low — financial]: The initial capital of $250,000 was provided by Canary Capital Group, Inc. for 10,000 Seed Shares. While this provides initial funding, the Trust's reliance on a single seed investor could present concentration risks.
• Lack of 1940 Act Protections [medium — legal]: Investors will not receive the protections afforded by funds registered under the Investment Company Act of 1940 or the Commodity Exchange Act of 1936. This means fewer regulatory safeguards regarding disclosure, governance, and investor rights.

Industry Context

The cryptocurrency ETF market is rapidly evolving, with increasing institutional interest in digital assets. However, regulatory hurdles remain significant, particularly for assets like XRP that have faced past legal challenges. Competitors include Bitcoin and Ethereum ETFs, which have seen substantial inflows, indicating a demand for regulated crypto exposure.

Regulatory Implications

The filing highlights the lack of specific protections under the Investment Company Act of 1940 and the Commodity Exchange Act of 1936. Investors must be aware of the heightened risks associated with digital asset investments and the specific regulatory landscape surrounding XRP.

What Investors Should Do

1. Review the 'Risk Factors' section thoroughly, paying close attention to market volatility, regulatory uncertainty surrounding XRP, and custody risks associated with Gemini and BitGo.
2. Understand that this ETF does not offer the same investor protections as funds registered under the Investment Company Act of 1940 or the Commodity Exchange Act of 1936.
3. Evaluate the Trust's reliance on the CoinDesk XRP CCIXber 60m New York Rate for NAV calculation and consider the potential impact of pricing inaccuracies.
4. Assess the long-term viability and regulatory standing of XRP itself, as this directly impacts the underlying asset of the ETF.

Key Dates

• 2025-10-10: S-1/A Filing — This filing marks the initial public disclosure of the Trust's structure, objectives, and risks, initiating the process for its potential launch as an XRP-based ETF.

Glossary

S-1/A

An amendment to a registration statement filed with the U.S. Securities and Exchange Commission (SEC) for new securities offerings. It provides detailed information about the issuer and the offering. (This is the core document detailing the Canary XRP ETF's structure, operations, and risks before it can be publicly traded.)

NAV

Net Asset Value, representing the per-share market value of a fund's assets minus its liabilities. (The NAV will determine the value of the Trust's XRP holdings and is crucial for investors assessing the ETF's performance and for creation/redemption processes.)

Seed Shares

Initial shares purchased by an affiliate of the sponsor to provide the initial capital for the Trust. (The purchase of 10,000 Seed Shares for $250,000 by Canary Capital Group, Inc. represents the initial funding and valuation basis for the Trust.)

XRP CCIXber 60m New York Rate

A specific pricing source and methodology (CoinDesk XRP CCIXber 60m) used to determine the time-weighted average price of XRP from major trading platforms. (This is the benchmark rate used to calculate the Trust's daily NAV, directly impacting the value of investor holdings.)

Custodians

Entities responsible for holding and safeguarding the Trust's XRP assets. (Gemini Trust Company, LLC and BitGo Trust Company Inc. are the designated custodians, and their security and operational integrity are critical for the Trust's assets.)

Year-Over-Year Comparison

This is the initial S-1/A filing for the Canary XRP ETF, so there is no prior filing to compare against. Key metrics such as revenue, net income, and margins are not yet applicable as the ETF has not launched or generated operational revenue. The initial capital raised is $250,000 from seed investors, and the primary risks identified are market volatility, regulatory uncertainty for XRP, and operational risks related to custody.

Key Financial Figures

• $25 — (10,000) Shares at a per-Share price of $25 (the “Seed Shares”). Total
• $250,000 — t from the sale of the Seed Shares were $250,000. The Trust will purchase XRP with the p

Filing Documents

• canaryxrp-s1a_100925.htm (S-1/A) — 1011KB
• ex3-1.htm (EX-3.1) — 422KB
• ex5-1.htm (EX-5.1) — 12KB
• ex8-1.htm (EX-8.1) — 23KB
• ex10-1.htm (EX-10.1) — 182KB
• ex10-2.htm (EX-10.2) — 145KB
• ex10-3.htm (EX-10.3) — 366KB
• ex10-4.htm (EX-10.4) — 238KB
• ex10-5.htm (EX-10.5) — 128KB
• ex10-6.htm (EX-10.6) — 121KB
• ex10-7.htm (EX-10.7) — 102KB
• ex10-8.htm (EX-10.8) — 29KB
• ex10-9.htm (EX-10.9) — 184KB
• ex10-10.htm (EX-10.10) — 137KB
• ex23-1.htm (EX-23.1) — 4KB
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RISK FACTORS

RISK FACTORS 17 THE TRUST AND XRP PRICES 60 CALCULATION OF NAV 64 ADDITIONAL INFORMATION ABOUT THE TRUST 66 THE TRUST’S SERVICE PROVIDERS 69 CUSTODY OF THE TRUST’S ASSETS 72 TRANSFER OF SHARES 74 SEED CAPITAL INVESTOR 75 PLAN OF DISTRIBUTION 75 CREATION AND REDEMPTION OF SHARES 77

USE OF PROCEEDS

USE OF PROCEEDS 82 82 CONFLICTS OF INTEREST 83 DUTIES OF THE SPONSOR 84 LIABILITY AND INDEMNIFICATION 86 PROVISIONS OF LAW 88 BOOKS AND RECORDS 90 90 FISCAL YEAR 90 GOVERNING LAW; CONSENT TO DELAWARE JURISDICTION 90 LEGAL MATTERS 91 EXPERTS 91 MATERIAL CONTRACTS 91 UNITED STATES FEDERAL INCOME TAX CONSEQUENCES 97 PURCHASES BY EMPLOYEE BENEFIT PLANS 101 INFORMATION YOU SHOULD KNOW 102 INTELLECTUAL PROPERTY 102 WHERE YOU CAN FIND MORE INFORMATION 103 PRIVACY POLICY 103 Report of Independent Registered Public Accounting Firm 104 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. i

FORWARD-LOOKING STATEMENTS

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 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 and other similar matters, are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses the Sponsor has made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this Prospectus, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. Consequently, all the forward-looking statements made in this Prospectus are qualified by these cautionary

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