CoinShares Files S-1/A for Spot XRP ETF Listing on Nasdaq

TL;DR

**CoinShares is launching an XRP ETF, signaling mainstream crypto adoption is accelerating, but brace for extreme volatility.**

AI Summary

CoinShares XRP ETF filed an S-1/A on October 14, 2025, for an exchange-traded fund designed to track the performance of XRP, a digital commodity. The Trust's investment objective is to reflect the value of XRP as represented by the Compass Crypto Reference Index 4pm New York XRP, less liabilities and expenses. Shares will trade on Nasdaq under the symbol "XRPL." The Trust is passively managed, holding XRP without active trading or hedging strategies. Valkyrie Funds LLC, an affiliate of the Sponsor, purchased Seed Shares on October [ ], 2025, through the delivery of [ ] XRP, with a per-Share price of $[ ] as of that date. The filing highlights XRP's price volatility, noting a drop from $3.30 to $1.79 between January and April 2025, followed by a new all-time high of $3.56 in July 2025. The Trust is not regulated under the 1940 Act or the CEA, and investors face significant risks, including the potential loss of their entire investment.

Why It Matters

This S-1/A filing signals CoinShares' intent to bring a spot XRP ETF to market, offering investors a regulated and potentially more accessible way to gain exposure to the digital asset. For investors, it means a new vehicle to trade XRP without direct custody concerns, potentially increasing liquidity and institutional adoption for XRP. This move intensifies competition in the crypto ETF space, particularly against existing Bitcoin and Ethereum ETFs, and could set a precedent for other digital asset ETFs. Employees and customers of CoinShares and its service providers like BitGo and U.S. Bancorp Fund Services will see increased activity and potential growth opportunities.

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 a drop from $3.30 to $1.79 between January and April 2025.

Analyst Insight

Investors should approach the CoinShares XRP ETF with extreme caution, recognizing the high-risk, speculative nature of XRP. Allocate only capital you are prepared to lose entirely, and thoroughly review the "Risk Factors" section before considering an investment. This ETF is suitable only for investors with a high-risk tolerance seeking direct exposure to XRP's price movements.

Financial Highlights

total Assets

Not Disclosed

total Debt

Not Disclosed

Key Numbers

• $3.30 — XRP all-time high (Price of XRP in January 2025, demonstrating volatility)
• $1.79 — XRP price low (Price of XRP in April 2025, after a significant drop)
• $3.56 — New XRP all-time high (Price of XRP in July 2025, indicating continued volatility and potential for growth)
• 5,000 — Shares per Basket (Standard block size for creation and redemption of Shares)
• 15 seconds — IIV dissemination frequency (How often the intraday indicative value will be updated during trading hours)

Key Players & Entities

• CoinShares XRP ETF (company) — Registrant and exchange-traded fund
• CoinShares Co. (company) — Sponsor of the Trust
• XRP (other) — Digital commodity held by the Trust
• The Nasdaq Stock Market, LLC (company) — Exchange where Shares will be listed
• Valkyrie Funds LLC (company) — Seed Capital Investor and affiliate of the Sponsor
• BitGo Trust Company, Inc. (company) — Custodian of the Trust's XRP
• U.S. Bancorp Fund Services, LLC (company) — Transfer Agent and Administrator of the Trust
• U.S. Bank, N.A. (company) — Cash Custodian of the Trust
• Compass Financial Technologies (company) — Benchmark Administrator for the Index
• Charles Butler (person) — Contact for CoinShares Co.

FAQ

Risk Factors

• High Volatility of XRP [high — financial]: The value of XRP is subject to extreme price volatility, as evidenced by its drop from $3.30 in January 2025 to $1.79 in April 2025, followed by a new all-time high of $3.56 in July 2025. This volatility poses a significant risk to investors, who could lose their entire investment.
• Lack of Regulation [high — regulatory]: The Trust is not registered under the 1940 Act or regulated under the CEA. This means investors do not benefit from the protections afforded by these regulatory frameworks, increasing the potential for losses.
• Custody of XRP [medium — operational]: The Trust's XRP is held by BitGo Trust Company, Inc. Any operational failures or security breaches at the custodian could lead to the loss of the Trust's assets.
• No SEC or State Approval [high — legal]: Neither the SEC nor any state securities commission has approved or disapproved of the securities offered, nor have they determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
• Secondary Market Trading [medium — market]: Shares traded on the secondary market may trade at a premium or discount to the per Share net asset value, depending on market conditions and supply/demand for the Shares.

Industry Context

The digital asset ETF market is rapidly evolving, with increasing demand for regulated investment vehicles tracking various cryptocurrencies. Competitors are launching similar products for Bitcoin and Ethereum, creating a competitive landscape for XRP-based ETFs. The success of this ETF will depend on XRP's market performance and regulatory clarity surrounding digital assets.

Regulatory Implications

The ETF operates in a less regulated space compared to traditional financial products, as it is not subject to the 1940 Act or CEA. This lack of direct oversight by the SEC or CFTC presents significant risks for investors, who must rely on the disclosures within the S-1/A and the Sponsor's adherence to its stated objectives.

What Investors Should Do

1. Review Risk Factors Thoroughly
2. Understand the Index Methodology
3. Assess XRP's Volatility
4. Consider Trading Costs

Key Dates

• 2025-10-10: S-1/A Filing Date — Indicates the formal registration process for the CoinShares XRP ETF has begun with the SEC.
• 2025-07: XRP All-Time High — Demonstrates the potential for significant price appreciation in XRP, a key driver for the ETF's performance.
• 2025-04: XRP Price Low — Highlights the extreme volatility of XRP, underscoring the speculative nature of the investment.
• 2025-01: XRP Price — Provides a reference point for the volatility experienced in early 2025.

Glossary

XRP Ledger

A decentralized, peer-to-peer computer network that underpins XRP. (The underlying technology that the ETF aims to track.)

Compass Crypto Reference Index 4pm New York XRP

The benchmark index used by the Trust to reflect the performance of XRP. (Determines the investment objective and how the ETF's performance is measured.)

Basket

A standard block of 5,000 Shares used for the creation and redemption of ETF shares. (Defines the unit of trading for Authorized Participants interacting directly with the Trust.)

Authorized Participant

A financial firm authorized to create or redeem Shares with the Trust. (Key intermediaries for the ETF's creation and redemption mechanism, ensuring liquidity.)

Seed Shares

Shares purchased by Valkyrie Funds LLC, an affiliate of the Sponsor, to initially capitalize the Trust. (Represents the initial investment and potential early trading activity.)

1940 Act

The U.S. Investment Company Act of 1940, which regulates mutual funds. (The Trust is explicitly not registered under this act, meaning it lacks typical investor protections.)

CEA

The U.S. Commodity Exchange Act of 1936, which regulates commodity trading. (The Trust is not a commodity pool under this act, and the Sponsor is not regulated by the CFTC.)

Year-Over-Year Comparison

This is the initial S-1/A filing for the CoinShares XRP ETF, so there is no prior year data for comparison. Key metrics such as revenue, net income, and margins are not applicable at this pre-launch stage. New risks introduced in this filing primarily relate to the specific structure of an XRP-tracking ETF and its operational setup.

Key Financial Figures

• $3.30 — f XRP fell from a then-all-time high of $3.30 to $1.79. The price of XRP reached a ne
• $1.79 — l from a then-all-time high of $3.30 to $1.79. The price of XRP reached a new all-tim
• $3.56 — e of XRP reached a new all-time high of $3.56 in July 2025. See “Risk Factors.&

Filing Documents

• coinshares-s1a_101025.htm (S-1/A) — 1271KB
• ex3-1.htm (EX-3.1) — 273KB
• ex3-2.htm (EX-3.2) — 9KB
• ex5-1.htm (EX-5.1) — 10KB
• ex8-1.htm (EX-8.1) — 21KB
• ex10-1.htm (EX-10.1) — 165KB
• ex10-2.htm (EX-10.2) — 340KB
• ex10-3.htm (EX-10.3) — 292KB
• ex10-4.htm (EX-10.4) — 152KB
• ex10-5.htm (EX-10.5) — 380KB
• ex10-6.htm (EX-10.6) — 472KB
• ex10-7.htm (EX-10.7) — 83KB
• ex10-8.htm (EX-10.8) — 202KB
• ex10-9.htm (EX-10.9) — 19KB
• ex107.htm (EX-FILING FEES) — 38KB
• coinsharess1a001.jpg (GRAPHIC) — 11KB
• ex32001.jpg (GRAPHIC) — 5KB
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• chapman_001.jpg (GRAPHIC) — 5KB
• chapman_002.jpg (GRAPHIC) — 14KB
• ex81001.jpg (GRAPHIC) — 21KB
• image_001.jpg (GRAPHIC) — 84KB
• 0001999371-25-015232.txt ( ) — 4406KB
• ex107_htm.xml (XML) — 4KB

From the Filing

TO FORM S-1 As filed with the Securities and Exchange Commission on October 10, 2025 Registration No. 333-284484 UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 2 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 33-6921952 (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 October 10 , 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”), U.S. Bancorp Fund Services, LLC is the transfer agent of the Trust (in such capacity, the “Transfer Agent”) and the administrator of the Trust (in such capacity, the “Administrator”), Paralel Distribut

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