Division of Corporation Finance

Office of Crypto Assets

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

On behalf of our client, Grayscale Investments Sponsors, LLC, a Delaware limited liability company and the sponsor (the “Sponsor”) of Grayscale XRP Trust (the “Trust”), this letter sets forth the Sponsor’s responses to the comment letter of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) dated September 18, 2025, relating to the Trust’s Registration Statement on Form S-1. The Sponsor has revised the Registration Statement and is filing Amendment No. 1 to the Registration Statement (as amended, the “Registration Statement”) together with this response letter.

For your convenience, we have reproduced the Staff’s comments preceding the Sponsor’s responses below. All capitalized terms used and not defined herein shall have the meaning given to them in the Registration Statement.

Amendment No. 1 to Registration Statement on Form S-1

General

Response

The Sponsor has appended the fact sheet to this Response Letter, in substantial form as the Sponsor intends to use in connection with the Trust, for the Staff's review.

Cover Page

Response

The Sponsor has revised the disclosure on page 132 of the Registration Statement to clarify that there will not be an "initial" creation of Baskets upon the Trust's listing on NYSE Arca given that the Trust already has created Baskets of Shares that will continue to be outstanding as of such date.

The Sponsor respectfully advises the Staff that, upon listing of the Shares on NYSE Arca, the Sponsor expects that the market price of the Shares sold to the public will align with the value of XRP held by the Trust, determined by reference to the Index Price, less the Trust's expenses and other liabilities, in anticipation of the arbitrage mechanism functioning in its intended manner after the Trust's listing on NYSE Arca, due to the ability of the Trust to operate an ongoing redemption program.

Once the Shares are listed on NYSE Arca and the redemption program is made available, the Sponsor expects the arbitrage mechanism to function in its intended manner by incentivizing Authorized Participants to either purchase or redeem Shares at any time that the market price of the Shares is trading at either a premium or discount, respectively, to the NAV per Share. The effect of these purchases or redemptions would be to eliminate any such premium or discount. As such, once the Shares are listed on NYSE Arca, the Sponsor does not expect the market price of the Shares to trade at either a premium or discount to the NAV per Share, and if such a premium or discount were to exist, the Sponsor expects that the Authorized Participants would either purchase or redeem Shares, respectively, which would cause the market price of the Trust's Shares to converge with the NAV per Share.

The Sponsor respectfully refers the Staff to the disclosure on the cover page and pages 1-2 of the Registration Statement for a discussion of the arbitrage mechanism, the determination of the trading price of the Shares on NYSE Arca, and the sale of the Shares by Authorized Participants.

The trading prices of many digital assets, including XRP, have experienced extreme volatility in recent periods, page 17

Response

The Sponsor has revised the disclosure on pages 19, 88 and 89 of the Registration Statement in response to the Staff's comment.

If a malicious actor or botnet obtains control of more than 80% of the validating nodes on the XRP Ledger, or otherwise obtains control, page 21

Response

The Sponsor has revised the disclosure on page 23 of the Registration Statement in response to the Staff's comment.

One of the founders of Ripple Labs, Jed McCaleb, holds a significant stake in XRP, page 36

Response

The Sponsor has revised the disclosure on pages 38 of the Registration Statement in response to the Staff's comment.

Overview of the XRP Industry and Market, page 74

Response

The Sponsor has revised page 76 of the Registration Statement in response to the Staff's comment.

Response

The Sponsor has revised page 76 of the Registration Statement in response to the Staff's comment.

Response

The Sponsor has updated the as of "August 2024" disclosure in the Registration Statement in response to the Staff's comment.

XRP Supply, page 76

Response

The Sponsor has revised the disclosure on page 80 of the Registration Statement in response to the Staff's comment.

Forms of Attack Against the XRP Network, page 84

Response

The Sponsor has revised the disclosure on pages 89 of the Registration Statement in response to the Staff's comment.

* * *

In connection with its response to the Staff’s comments, the Sponsor acknowledges that the Sponsor and its management are responsible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

Please do not hesitate to contact Joseph Hall, at (212) 450-4565 or joseph.hall@davispolk.com, or me, at (212) 450-3222 or dan.gibbons@davispolk.com, with any questions you may have with respect to the foregoing.

Very truly yours,

/s/ Dan Gibbons

Dan Gibbons