SecProbe.io

July 31, 2025
Duncan Moir
President
21Shares Dogecoin ETF
477 Madison Avenue, 6th Floor
New York, NY 10022
Re:21Shares Dogecoin ETF
Amendment No. 2 to Registration Statement on Form S-1
Filed July 22, 2025
File No. 333-286456
Dear Duncan Moir:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our June 9, 2025 letter.
Amendment No. 2 to Registration Statement on Form S-1
Cover Page
1.Please disclose the price per share that will be paid by the Initial Seed Creation
Investor for the Initial Seed Creation Baskets.
The Trust's Service Providers
The Service Provider, page 72
We note your disclosure that the Sponsor has entered into the Support Services
Agreement with the Service Provider and pays the Service Provider out of the
Sponsor Fee it receives from the Trust after reduction for operating expenses of the
Trust. Please revise to provide greater details regarding the Service Provider Fee and
how it is calculated.  For example purposes only, clarify whether the Service Provider 2.

July 31, 2025
Page 2
receives the remainder of the Sponsor Fee after reduction for operating expenses of
the Trust, or if the payment is a percentage or fixed amount of the Sponsor Fee. In
addition, we note your response to comment 14 of our letter dated May 6, 2025 that
you will file the Support Services Agreement with the Service Provider as an exhibit
in a subsequent pre-effective amendment.  Please confirm your understanding that the
staff will need sufficient time to review this agreement, and we may have additional
comments at that time.
3.We note your revised disclosure in response to prior comment 1 that the Service
Provider will use reasonable best efforts to feature the Trust on distribution platforms
with which it maintains relationships, "including those platforms on which ETPs
sponsored by the Service Provider are distributed as of the date of the Support
Services Agreement." Please tell us, with a view toward disclosure, the ETPs
sponsored by the Service Provider and the platforms on which such ETPs are
distributed as of the date of the Support Services Agreement. Please also disclose the
platforms with which the Service Provider maintains relationships.
Management; Voting by Shareholders, page 97
4.Please revise to disclose whether any non-executive officers and directors of the
Sponsor, including individuals associated with the Service Provider, will perform
policy or decision-making functions for the Trust.
United States Federal Income Tax Consequences, page 101
5.We note that you have removed the tax opinion listed as Exhibit 8.1 from the exhibits
index. Please file a tax opinion or tell us why the tax consequences of the Shares are
not material to investors. Refer to Item 601(b)(8) of Regulation S-K and, for guidance,
Section III of Staff Legal Bulletin No. 19 (Oct. 14, 2011).
            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