SEC Company Response from 21Shares Dogecoin ETF (TDOG) — Dec 2, 2025
21Shares Dogecoin ETF
Date: Dec. 2, 2025 · CIK: 0002064314 · Accession: 0001213900-25-117369
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Reasoning
File numbers found in text: 333-286456
Letter
Re: 21Shares Dogecoin ETF
VIA EDGAR
December 2, 2025
Division of Corporation Finance
Office of Crypto Assets Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549
Amendment No. 3 to Registration Statement on Form S-1
Filed September 10, 2025
File No. 333-286456
To Whom it May Concern:
On behalf of 21Shares Dogecoin ETF (the " Trust "), submitted herewith via the EDGAR system is the Trust's supplemental response to the correspondence filed on October 17, 2025. This correspondence was filed in response to the comments of the staff of the Office of Crypto Assets of the Division of Corporation Finance (the " Staff ") of the Securities and Exchange Commission (the " SEC ") that the Staff provided in correspondence dated September 24, 2025 with respect to the Trust's registration statement on Form S-1, as amended (the " Registration Statement "), filed on September 10, 2025.
For your convenience, we have restated your comments below followed by our responses. Capitalized terms used but not defined in this letter have the meaning given to them in Amendment No. 5 to the Registration Statement filed by the Trust on the date hereof (such registration statement being referred to herein as the " Pre-Effective Amendment "). We have incorporated any changes referenced below into the Pre-Effective Amendment.
With Respect to the Staff's Correspondence dated September 24, 2025:
Comment 6: Registration Statement on Form S-1 – Exhibits. 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 "shortform" opinion as an exhibit to confirm this. For guidance, refer to Section III.B.2 of Staff Legal Bulletin No. 19 (Oct. 14, 2011).
Response : With respect to the Staff's comment, the Trust supplementarily advises the Staff that it has further revised disclosure on Page 109 of the Pre-Effective Amendment and has filed as Exhibit 8.1 to the Pre-Effective Amendment a Tax Opinion of Dechert LLP.
Should members of the Staff have any questions or comments concerning this letter, please call the undersigned at 212-698-3526.
Sincerely,
/s/ Allison M. Fumai
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CORRESP 1 filename1.htm VIA EDGAR December 2, 2025 Division of Corporation Finance Office of Crypto Assets Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: 21Shares Dogecoin ETF Amendment No. 3 to Registration Statement on Form S-1 Filed September 10, 2025 File No. 333-286456 To Whom it May Concern: On behalf of 21Shares Dogecoin ETF (the " Trust "), submitted herewith via the EDGAR system is the Trust's supplemental response to the correspondence filed on October 17, 2025. This correspondence was filed in response to the comments of the staff of the Office of Crypto Assets of the Division of Corporation Finance (the " Staff ") of the Securities and Exchange Commission (the " SEC ") that the Staff provided in correspondence dated September 24, 2025 with respect to the Trust's registration statement on Form S-1, as amended (the " Registration Statement "), filed on September 10, 2025. For your convenience, we have restated your comments below followed by our responses. Capitalized terms used but not defined in this letter have the meaning given to them in Amendment No. 5 to the Registration Statement filed by the Trust on the date hereof (such registration statement being referred to herein as the " Pre-Effective Amendment "). We have incorporated any changes referenced below into the Pre-Effective Amendment. With Respect to the Staff's Correspondence dated September 24, 2025: Comment 6: Registration Statement on Form S-1 – Exhibits. 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 "shortform" opinion as an exhibit to confirm this. For guidance, refer to Section III.B.2 of Staff Legal Bulletin No. 19 (Oct. 14, 2011). Response : With respect to the Staff's comment, the Trust supplementarily advises the Staff that it has further revised disclosure on Page 109 of the Pre-Effective Amendment and has filed as Exhibit 8.1 to the Pre-Effective Amendment a Tax Opinion of Dechert LLP. Should members of the Staff have any questions or comments concerning this letter, please call the undersigned at 212-698-3526. Sincerely, /s/ Allison M. Fumai Allison M. Fumai, Esq. Dechert LLP