James Richardson
REX Shares, in collaboration with Osprey Funds, has officially submitted an N-1A registration statement to the US Securities and Exchange Commission (SEC), aiming to launch what could be the first spot BNB exchange-traded fund (ETF) in the United States. This innovative product will also include a staking component, setting it apart from traditional crypto ETFs.
The fund is designed to provide direct access to the price of BNB, the native asset of the BNB Chain, originally developed by Binance. According to the filing, the ETF would list on the Cboe BZX Exchange, hold BNB through a crypto custodian, and may assign staking duties to third-party validators — including some linked to affiliates of REX Advisers.
A significant portion of the BNB holdings will be staked, allowing investors to potentially earn staking rewards. Unlike in-kind creations, share issuances and redemptions will be processed in cash. The ETF could also engage with liquid staking protocols, enabling holders to access staking yield while maintaining liquidity.
Balancing Liquidity and Decentralization
BNB plays a central role in the BNB Chain by covering transaction fees, securing the network through delegated proof-of-stake, and participating in governance decisions. While marketed as decentralized, the filing highlights that Binance still has considerable influence over validator governance.
To maintain liquidity, the fund will ensure that no more than 15% of its assets are classified as illiquid, accounting for BNB’s standard seven-day unbonding period.
Competitive ETF Landscape Expands
The filing arrives as other major asset managers — including Bitwise, Grayscale, Franklin Templeton, and VanEck — race to secure SEC approval for spot crypto ETFs tied to XRP, Solana, Dogecoin, Cardano, Avalanche, Hedera, Litecoin, and Polkadot. The momentum is fueled by expectations that the Trump administration will adopt a more pro-crypto regulatory stance, contrasting with the restrictive approach seen under the Biden era.
Following the Solana ETF Path
According to Bloomberg ETF analyst James Seyffart, the REX-Osprey BNB Staking ETF could launch as soon as November 9, leveraging the same alternative approval pathway used for the REX-Osprey Solana Staking ETF earlier this year.
That Solana fund, introduced on July 2 under the Investment Company Act of 1940 (‘40 Act), became the first U.S. ETF to integrate native staking rewards. Unlike spot Bitcoin and Ethereum ETFs filed under the Securities Act of 1933 (‘33 Act), the Solana ETF directly holds SOL — with at least half staked — while allocating the remainder to exchange-traded staking vehicles and liquid staking tokens.
Despite the milestone, the product has not matched the explosive demand of Bitcoin and Ethereum ETFs. Data from PRIME shows it attracted $161.7 million in inflows during its first two months, compared to $5.1 billion for Bitcoin ETFs and $9.1 billion for Ethereum ETFs over the same period.
Structuring the BNB ETF for Efficiency
The proposed BNB Staking ETF is registered as a ‘40 Act open-end management investment company via Form N-1A. Unlike physically-backed crypto trusts filed under the ‘33 Act, this structure allows the fund to gain exposure both directly to BNB and through a Cayman subsidiary, optimizing tax efficiency while staying compliant with U.S. investment company laws.
Not the First Attempt
Interestingly, REX-Osprey is not the first to propose such a product. VanEck previously submitted a filing for a BNB staking ETF in May, though its approach followed the more conventional ‘33 Act pathway.
