SECURITIES AND EXCHANGE COMMISSION (Release No. 34-102426; File No. SR-CboeBZX-2025-021)

February 14, 2025

Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing of a Proposed Rule Change, as Modified by Amendment No. 1 to List and Trade Shares of the 21 Shares Core XRP Trust Under BZX Rule 14.11(e)(4), Commodity-Based Trust Shares

Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the "Act"), and Rule

19b-4 thereunder, notice is hereby given that on February 6, 2025, Cboe BZX Exchange, Inc. (the "Exchange" or "BZX") filed with the Securities and Exchange Commission (the "Commission") a proposed rule change to list and trade shares of the 21Shares Core XRP Trust under BZX Rule 14.11(e)(4) (Commodity-Based Trust Shares). On February 12, 2025, the Exchange filed Amendment No. 1 to the proposed rule change, which replaced and superseded the original filing in its entirety. The proposed rule change, as modified by Amendment No.1, is as described in Items I, II, and III below, which Items have been prepared by the Exchange. The Commission publishing this notice to solicit comments on the proposed rule change, as modified by

Amendment No. 1, from interested persons.

Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

Cboe BZX Exchange, Inc. ("BZX" or the "Exchange") is filing with the Securities and Exchange Commission ("Commission" or "SEC") a proposed rule change to list and trade shares of the 21 Shares Core XRP Trust (the "Trust"),3 under BZX Rule 14.11(e)(4), Commodity-Based Trust Shares.

15 U.S.C. 78s(b)(1).

17 CFR 240.19b-4.

3

The Trust was formed as a Delaware statutory trust on June 3, 2024, and is operated as a grantor trust for U.S. federal tax purposes. The Trust has no fixed termination date.

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