SecProbe.io

September 24, 2025
Duncan Moir
President
21Shares Dogecoin ETF
477 Madison Avenue, 6th Floor
New York, NY 10022
Re:21Shares Dogecoin ETF
Amendment No. 3 to Registration Statement on Form S-1
Filed September 10, 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 July 31, 2025 letter.
Amendment No. 3 to Registration Statement on Form S-1
Cover Page
1.We note your disclosure on page 80 that "[t]he Service Provider, at or immediately
before the effectiveness of the registration statement that this Prospectus forms a part
of, has agreed to purchase $1,500,000 worth of Shares." Please also provide such
disclosure on the prospectus cover page.
Risk Factors
Flaws in source code, page 29
We note your disclosure that "in December 2024, a vulnerability in the Dogecoin
Network caused more than half of all active validating nodes to crash, reducing
confidence in the network and harming the value of Dogecoin." Please provide 2.

September 24, 2025
Page 2
quantified disclosure regarding the impact on Dogecoin's price in response to this
event to the extent applicable and material. We also note news reports suggesting that
the Dogecoin network may become the target of a potential 51% attack, with the
Qubic blockchain community voting in August 2025 to target the Dogecoin network.
Please expand to disclose the announcement of this potential attack and provide
quantified disclosure regarding the impact on Dogecoin's price as applicable and if
material.
The Trust's Service Providers
The Service Provider, page 72
3.We note your response to prior comment 3 that the Service Provider does not
currently maintain any relationships, and did not maintain any relationships as of the
date of the Support Services Agreement, with any platforms on which ETPs are
distributed. Please disclose the same in your prospectus.
4.We note your disclosure that House of Doge aims to aggregate Dogecoin liquidity by
providing a strategic reserve to facilitate Dogecoin’s use in commerce and
government. Please expand your disclosure to discuss House of Doge’s plans to
provide a “strategic reserve,” including quantitative disclosure about the reserve and
to whom it is “providing” a strategic reserve.
5.Please tell us, with a view toward disclosure, whether House of Doge is a
"promoter" of the Trust within the meaning of Securities Act Rule 405. If so, please
expand the disclosure in the appropriate sections to provide the information required
by Items 401(g) and 404(c) of Regulation S-K.
Exhibits
6.We note your response to prior comment 5 highlighting your disclosure on page 101.
However, your discussion of tax consequences is based on the assumption that the
Trust will be treated as a grantor trust for U.S. federal income tax purposes. Please
revise to provide an opinion as to grantor trust status and describe the reasons for and
level of any uncertainty associated with grantor trust status. In addition, to the extent
the tax disclosure in the prospectus serves as the tax opinion, please file a "short-
form" opinion as an exhibit to confirm this. For guidance, refer to Section III.B.2 of
Staff Legal Bulletin No. 19 (Oct. 14, 2011) .

September 24, 2025
Page 3
            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