T. Rowe Price Active Crypto ETF

S-11 activecrypto-s1_102225.htm FORM S-1

As filed with the Securities and Exchange Commission on October 22, 2025

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

**WASHINGTON, D.C. 20549

FORM S-1 REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

T. ROWE PRICE ACTIVE CRYPTO ETF

SPONSORED BY T. ROWE PRICE SPONSOR LLC

(Exact name of registrant as specified in its charter)

c/o T. Rowe Price Associates, Inc.

**1307 Point Street

Baltimore, Maryland 21231

410-345-2000

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

Copies to:

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, 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, 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, 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 Exchange Act.

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 or until this 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 jurisdiction where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated [ ], 2025

T. Rowe Price Active Crypto ETF

T. Rowe Price Active Crypto ETF (the “Fund” or “Trust”) is an actively-managed exchange-traded product (ETP) that seeks to outperform the FTSE Crypto US Listed Index (the “Index”). The Fund issues shares representing units of fractional undivided beneficial interests (Shares) that are expected to trade, subject to notice of issuance, on NYSE Arca (the “Exchange”) under the symbol “[ ]”. Shares can be purchased and sold by investors through their broker-dealer. Under its current investment objective, the Fund is limited to holding crypto assets which satisfy the criteria set forth under “Business of the Fund — Asset Eligibility” section. Any purchase of the Shares of the Fund is subject to the risks of crypto assets and crypto asset markets as well as the additional risks of investing in the Fund.

The Fund’s investment objective is to outperform the Index over a long term, i.e. typically over a period of a year or longer. The Index was launched in [2025] and comprises the top ten crypto assets based on the market capitalization of such crypto assets that (1) are eligible under the generic listing standards proposed by NYSE Arca applicable to passively-managed crypto asset ETPs; or (2) constitute, or are eligible to constitute, the underlying crypto asset for one or more ETPs or exchange-traded funds registered with the Securities and Exchange Commission. The Index is then weighted by square root market capitalization. In seeking to achieve its investment objective, the Fund may invest in one or more crypto assets in excess of or below the weight assigned to such assets in the Index, invest in one or more crypto assets that are not included in the Index, or may not invest in one or more crypto asset that are included in the Index. However, the only crypto assets that the Fund will invest in are Eligible Assets (as defined below). While the Index will comprise ten (10) crypto assets at any given time, the Fund may, at any given time, hold fewer or greater than ten (10) crypto assets.

An investment in the Fund is subject to the risks of an investment in crypto assets, which are subject to a high degree of price variability, as well as to the risks of crypto asset markets more generally, and the risks of investing in an actively-managed ETPs. An investment in the Fund may be riskier than other funds that do not directly hold crypto assets, or financial instruments related to crypto, and may be riskier than an investment in other funds that seek to track an index or benchmark comprised of one or more crypto assets. The Fund may not be suitable for all investors.

Investing in the Fund involves significant risks. The Fund is not an investment company registered under the Investment Company Act of 1940, as amended (Investment Company Act), and is not required to register under such Act. The Sponsor is not registered with the Securities and Exchange Commission (SEC) as an investment adviser and is not subject to regulation by the SEC as such in connection with its activities with respect to the Fund. The Fund is not a commodity pool for purposes of the Commodity Exchange Act of 1936, as amended (the “Commodity Exchange Act” or “CEA”), and the Sponsor is not subject to regulation by the U.S. Commodity Futures Trading Commission (the “CFTC”) as a commodity pool operator or a commodity trading advisor with respect to the Fund. As such, the shareholders of the Fund (Shareholders) will not be afforded the protections associated with ownership of shares in a registered investment company. See “Risk Factors” beginning on page 32.

Neither the SEC nor any state securities commission has approved or disapproved of the securities offered in this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Trust is an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act (the “JOBS Act”) and, as such, may elect to comply with certain reduced reporting requirements.

Shareholders have no voting rights with respect to the Fund except as expressly provided in the Agreement and Declaration of Trust (the “Trust Agreement”). T. Rowe Price Sponsor LLC will serve as sponsor to the Fund (the “Sponsor”) and receives a management fee. CSC Delaware Trust Company is the trustee of the Fund (Trustee). The principal office address of the Fund is 1307 Point Street, Baltimore, Maryland 21231 and the Fund’s telephone number is 410-345-2000. T. Rowe Price Associates, Inc. (the “Administrator”) provides administrative services to the Fund. The Administrator also assists the Fund and the Sponsor with certain functions and duties relating to accounting. [ ] is the Fund’s transfer agent. [ ] (the “Crypto Custodian”) is the custodian for the Fund’s crypto assets and stablecoins, and [ ] is the custodian for the Fund’s cash and other assets (the “Cash Custodian” and together with the Crypto Custodian, the “Custodians”).

For a glossary of defined terms, see “Glossary” on page 87.

The date of this prospectus is [ ], 2025.

TABLE OF CONTENTS

This prospectus contains information you should consider when making an investment decision about the Shares. You may rely on the information contained in this prospectus. Neither the Fund nor the Sponsor has 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. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. This prospectus is not an offer to sell the Shares in any jurisdiction where the offer or sale of the Shares is not permitted.

Until [ ] (25 calendar days after the date of this prospectus), all dealers effecting transactions in the Shares, whether or not participating in this distribution, may be required to deliver a prospectus. This requirement is in addition to the obligations of dealers to deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions. The Sponsor first intends to use this prospectus on [ ].

Authorized Participants may be required to deliver a prospectus when making transactions in the Shares. See “Plan of Distribution.”