SecProbe.io

May 6, 2025
Duncan Moir
President
21Shares Dogecoin ETF
477 Madison Avenue, 6th Floor
New York, NY 10022
Re:21Shares Dogecoin ETF
Registration Statement on Form S-1
Filed April 9, 2025
File No. 333-286456
Dear Duncan Moir:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
General
1.Please tell us the status of the exchange's plans to submit an application under Rule
19b-4, and revise your disclosure throughout the prospectus as appropriate. Please be
advised that we may have additional comments once the Rule 19b-4 application is
filed.
2.To the extent that you intend to use a fact sheet, please provide us with a copy for our
review.
Cover Page
3.Please identify the initial Authorized Participant here. Please also identify the initial
purchaser(s) that will be acting as an underwriter.

May 6, 2025
Page 2
Prospectus Summary, page 1
4.Please revise your prospectus summary to disclose that the amount of Dogecoin
represented by a Share will decline over time because of the transfer of the Trust's
Dogecoin to pay the Sponsor Fee and other liabilities, regardless of whether the
trading prices of Shares rise or fall.
Overview of the Trust, page 1
5.We note your statement that "Dogecoin is not a security." Please revise this sentence
to add “offered and sold as” before "a security." Also, please make corresponding
revisions throughout your risk factor disclosure.
Risk Factors
The trading prices of many digital assets, page 14
6.We note your statement that over the course of 2025, Dogecoin prices continued to
exhibit extreme volatility. Please revise to provide quantitative examples of the
volatility of Dogecoin prices.
Congestion or delay in the Dogecoin Blockchain may delay purchases or sales of Dogecoin
by the Trust, page 38
7.Please expand this risk factor to discuss the recent congestion on the Dogecoin
Network, which has resulted in delays in recording transactions.
Risks Associated with Investing in the Trust, page 38
8.Please disclose here that the Sponsor may in its sole discretion and without
Shareholder consent amend or otherwise supplement the Trust Agreement.
The future activities of the Service Provider could cause the SEC, page 51
9.We note your disclosure that "[t]o the extent the Service Provider or its affiliates take
any actions to develop or add value to the Doge Blockchain or that have the effect of
driving up the value or price of Dogecoin, or undertake marketing or publicity efforts
in relation to such further efforts, the SEC or one or more courts may take the view
that such actions require the application of the federal securities laws to one or more
transactions in Dogecoin." Please describe any such actions that the Service Provider
or its affiliates are taking or expected to take. Please also describe the risk to the Trust
should the SEC or one or more courts take the view that such actions require the
application of the federal securities laws to one or more transactions in Dogecoin.
Dogecoin, Dogecoin Markets and Regulation of Dogecoin, page 57
Please disclose the following with respect to Dogecoin:
•The current circulating supply;
•Price per Dogecoin as of a recent date;
•Information about the Dogecoin Foundation, including its roles and
responsibilities;

 10.

May 6, 2025
Page 3
•The competitive landscape among similar networks and crypto assets; and
•Recent material developments occurring on the Dogecoin Network.
Dogecoin Markets and Exchanges, page 59
11.We note your disclosure about Dogecoin spot markets here and on page 62. Please
also provide information about the Dogecoin futures markets and the regulation
thereof.
The Trust and Dogecoin Prices
Use of the CF DOGE-Dollar US Settlement Price Index, page 63
12.For each Constituent Exchange, please include a brief description of each Constituent
Exchange, including the location of each and how each is licensed and regulated.
The Trust's Service Providers, page 72
13.With respect to the Dogecoin Counterparties, please revise to:
•Identify any Dogecoin Counterparties with whom the Sponsor has entered into an
agreement;
•Describe the approval process of Dogecoin Counterparties, including any specific
criteria for engagement as a Dogecoin Counterparty, such as whether the
Dogecoin Counterparty may be an affiliate of the Trust and/or Sponsor; and
•Disclose the material terms of any agreement you have with the
Dogecoin Counterparty.
The Service Provider, page 72
14.You state that "House of Doge Inc., the corporate arm of the Dogecoin Foundation,
provides certain support services around the launch, listing and marketing of the
Shares" pursuant to a Support Services Agreement. Please revise your disclosure to
explain what it means to be the "corporate arm" of the Dogecoin Foundation. Please
also describe your relationship with the House of Doge, including material terms of
the Support Services Agreement and a more detailed description of the support
services that the House of Doge will provide. Finally, please revise to disclose any
conflicts that this relationship creates and file the Support Services Agreement as an
exhibit to the registration statement. Alternatively, please tell us why you do not think
the agreement is material.
Custody of the Trust's Assets, page 74
15.Please describe the “similarly secure technology" used by the Dogecoin Custodian for
safekeeping the Trust's Dogecoin. Also clarify whether there is any limitation on the
size of each cold storage address.
16.Please disclose how and when the Sponsor will notify Shareholders of any decision to
add or terminate Dogecoin custodians.

May 6, 2025
Page 4
Conflicts of Interest, page 89
17.Please disclose whether sales of the Trust's Dogecoin will be facilitated through an
affiliate of the Dogecoin Custodian. If so, describe the potential conflicts of interest
associated with such an arrangement and the impact it may have on the price.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact David Irving at 202-551-3321 or Jason Niethamer at 202-551-3855 if
you have questions regarding comments on the financial statements and related
matters. Please contact Irene Paik at 202-551-6553 or Sandra Hunter Berkheimer at 202-551-
3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Allison Fumai