SecProbe.io

CORRESP
 1
 filename1.htm

 21shares
us llc

 477 Madison Avenue, 6 th Floor

 New York, NY 10022

 VIA EDGAR

 January 7, 2026

 Division of Corporation Finance

 Office of Crypto Assets

 Securities and Exchange Commission

 Division of Investment Management

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 21Shares Dogecoin ETF

 Amendment No. 6 to Registration Statement on Form S-1

 Filed December 22, 2025

 SEC File No. 333-286456

 To Whom It May Concern:

 Pursuant to Rule 461 under the Securities Act of 1933,
as amended, 21Shares Dogecoin ETF (the "Registrant") hereby requests that the effective date of the above-referenced Registration
Statement, as amended (the "Registration Statement"), be accelerated so that the Registration Statement may become effective
no earlier than 5:00 p.m., Eastern Time, on January 9, 2026, or as soon as practicable thereafter.

 The Registrant requests that notification of such
effectiveness be made by telephone call to Allison Fumai and Anna Tomczyk of Dechert LLP, legal counsel to the Registrant, at 212-698-3526
and 212-641-5626, respectively.

 Very truly yours,

 21shares DOGECOIN etf

 21Shares US LLC, as Sponsor of the Trust

 By:
 /s/ Andres Valencia

 Name:
 Andres Valencia

 Title:
 Executive Vice President, Investment Management

 *

 The registrant is a trust, and the person is signing in his capacity as officer of 21Shares US LLC, the Sponsor of the registrant.

CORRESP
 1
 filename1.htm

 VIA
EDGAR

 December
22, 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. 6 to the
 Registration Statement on Form S-1

 Filed December 22, 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 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 December 15, 2025
with respect to the Trust's registration statement on Form S-1, as amended (the " Registration Statement "), filed
on December 2, 2025. Also included herewith is the Trust's supplemental response to the correspondence filed on May 28, 2025 with
respect to comments provided by the Staff in correspondence dated May 6, 2025, relating to the Trust's initial draft registration
statement on Form S-1 filing.

 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. 6 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 May 6, 2025:

 Comment
2: Registration Statement on Form S-1 – General: To the extent that you intend to use a fact sheet, please provide us with
a copy for our review.

 Response:
With respect to the Staff's comment, the Trust supplementally advises the Staff that it has submitted to the Staff, via the Kiteworks
platform, a copy of the "form of" fact sheet that the Trust intends to use upon the listing of the Trust's Shares on
the Exchange.

 With
Respect to the Staff's Correspondence dated December 15, 2025:

 Comment
1: Amendment No. 5 to Registration Statement on Form S-1 – The Trust's Service Providers – The Service
Provider, page 75. Please revise to provide greater detail regarding the Support Services Agreement, including compensation. In
this regard, we note publicly available information that in exchange for providing research, data, sales and marketing and
operational support services, House of Doge is entitled to compensation equal to 50% of the net sponsor fee, payable quarterly in
arrears.

 Response :
With respect to the Staff's comment, the Trust advises the Staff that it has revised its disclosure on pages, 5, 7 and 75 of the
Pre-Effective Amendment to, among other things, disclose the percentage of the Sponsor Fee, after reduction for operating expenses of
the Trust, to be payable to the Service Provider.

 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 December 15, 2025

Russell Barlow
Chief Executive Officer
21Shares Dogecoin ETF
477 Madison Avenue, 6th Floor
New York, NY 10022

 Re: 21Shares Dogecoin ETF
 Amendment No. 5 to Registration Statement on Form S-1
 Filed December 2, 2025
 File No. 333-286456
Dear Russell Barlow:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe the 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.

Amendment No. 5 to Registration Statement on Form S-1
The Trust's Service Providers
The Service Provider, page 75

1. Please revise to provide greater detail regarding the Support Services
Agreement,
 including compensation. In this regard, we note publicly available
information that in
 exchange for providing research, data, sales and marketing and
operational support
 services, House of Doge is entitled to compensation equal to 50% of the
net sponsor
 fee, payable quarterly in arrears.
 December 15, 2025
Page 2

 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 Lulu Cheng at 202-551-3811 or Sandra Hunter Berkheimer
at 202-
551-3758 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Allison Fumai
</TEXT>
</DOCUMENT>

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

CORRESP
 1
 filename1.htm

 VIA EDGAR

 October 17, 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 Trust

 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 Trust (the
" Trust "), submitted herewith via the EDGAR system are the Trust's responses 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.
4 to the Registration Statement filed by the Company on the date hereof (such registration statement being referred to herein as the " Pre-Effective
Amendment "). We will incorporate any changes referenced below into the Pre-Effective Amendment.

 Comment 1: Registration Statement on Form S-1
– Cover Page. 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.

 Response : With respect to the Staff's
comment, the Trust supplementally submits that it has deleted this sentence from the "Audit Seed/Initial Seed Creation Investor"
disclosure on page 82 of the Pre-Effective Amendment because the Service Provider's investment will not occur at or prior to the
launch of the public Trust.

 Comment 2: Registration Statement on Form S-1
– 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 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.

 1

 Response : With
respect to the Staff's comment, the Trust has revised the disclosure on pages 28 and 29 of the Pre-Effective Amendment.

 Comment 3: Registration Statement on Form S-1
– The Trust's Service Providers – The Service Providers, page 72. 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.

 Response : With respect to the Staff's
comment, the Trust has revised the disclosure on page 75 of the Pre-Effective Amendment.

 Comment 4: Registration Statement on Form S-1
– The Trust's Service Providers, page 72. 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.

 Response : With respect to the Staff's
comment, the Trust has revised the disclosure on page 74 of the Pre-Effective Amendment.

 Comment 5: Registration Statement on Form S-1
– The Trust's Service Providers, page 72. 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.

 Response : The
Trust respectfully submits that House of Doge is not a "promoter" of the Trust within the meaning of Securities Act Rule 405.
Under Securities Act Rule 405, the term "promoter" includes:

 (i) any person who, acting alone or in conjunction with one or more other persons, directly or indirectly
takes initiative in founding and organizing the business or enterprise of an issuer; or

 (ii) any person who, in connection with the founding and organizing of the business or enterprise of an issuer,
directly or indirectly receives in consideration of services or property, or both services and property, 10 percent or more of any class
of securities of the issuer or 10 percent or more of the proceeds from the sale of any class of such securities. However, a person who
receives such securities or proceeds either solely as underwriting commissions or solely in consideration of property shall not be deemed
a promoter within the meaning of this paragraph if such person does not otherwise take part in founding and organizing the enterprise.

 House of Doge meets neither of these tests. House
of Doge has no role in the founding, organization management or control of the Trust. Per Section 2.4 of the Trust's Amended and
Restated Trust Agreement, this power is vested solely and exclusively in the Sponsor. The Trust's shareholders are not permitted
to participate in the management or control of the Trust, enter into any transaction on behalf of the Trust, or have the power to sign
for or bind the Trust. House of Doge will purchase Shares for cash, similar to other public shareholders. Accordingly, as House of Doge
exercises no influence over the Trust's structure or day-to-day operations it is not a "promoter" of the Trust.

 Secondly, the fees House of Doge receives are
not connected to the founding or organizing of the Trust. Upon the Support Services Agreement, House of Doge is compensated for ongoing
services, including research, data, marketing and operational support. This fee is a fixed percentage of the Sponsor Fee after formation
and is in consideration of post-formation services, not for organizing the Trust.

 2

 Because House of Doge did not found or organize
the Trust and is compensated only for ongoing services, the Trust respectfully submits that it is not a "promoter" under Securities
Act Rule 405.

 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 respectfully advises the Staff that it has existing disclosure on page 103 of the Pre-Effective Amendment, which has
been reproduced below (emphasis added):

 "The following discussion describes
the material U.S. federal income tax consequences associated with the purchase, ownership and disposition of Shares by a U.S. Shareholder,
and certain U.S. federal income consequences that may apply to an investment in Shares by a Non-U.S. Shareholder. The discussion represents,
insofar as it describes conclusions as to U.S. federal income tax law and subject to the limitations and qualifications described below,
the opinion of Dechert LLP. The opinion of Dechert LLP, however, is not binding on the United States Internal Revenue Service (the
"IRS") or on the courts, and does not preclude the IRS from taking a contrary position."

 The Trust will file a "shortform" opinion
as an exhibit in a subsequent pre-effective amendment.

 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

 3

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

CORRESP
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VIA EDGAR

September 10, 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

    Registration Statement on Form S-1

    Filed July 22, 2025

    File No. 333-286456

To Whom it May Concern:

On behalf of 21Shares Dogecoin ETF (the
“Trust”), submitted herewith via the EDGAR system are the Trust’s responses 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 July 31, 2025 with respect to the Trust’s registration
statement on Form S-1, as amended (the “Registration Statement”), filed on July 22, 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.
3 to the Registration Statement filed by the Company on the date hereof (such registration statement being referred to herein as the “Pre-Effective
Amendment”). We will incorporate any changes referenced below into the Pre-Effective Amendment.

Comment 1: Registration Statement on Form S-1
– Cover Page. Please disclose the price per share that will be paid by the Initial Seed Creation Investor for the Initial Seed Creation
Baskets.

Response: The
Trust will revise the disclosure in a subsequent pre-effective amendment to the Registration Statement to disclose the price per share
that will be paid by the Initial Seed Creation Investor for the Initial Seed Creation Baskets.

Comment 2: Registration Statement on Form S-1
– 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 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.

Response: With
respect to the Staff’s comment, the Trust has revised the disclosure on pages 5 and 72 of the Pre-Effective Amendment to provide
additional disclosure as to the Service Provider’s fee under the Support Services Agreement and has attached a copy of such agreement
as an exhibit to the Pre-Effective Amendment.

Comment 3: Registration Statement on Form S-1
– The Trust’s Service Providers – The Service Provider, page 72. 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.

Response: With
respect to the Staff’s comment, the Trust supplementally submits that 21Shares Dogecoin ETF is the sole ETP officially sponsored
by the Service Provider and 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

Comment 4: Registration Statement on Form S-1
– Management – Voting by Shareholders, page 97. 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.

Response: With
respect to the Staff’s comment, the Trust has revised the disclosure on page 97 of the Pre-Effective Amendment.

Comment 5: Registration Statement on Form S-1
– United States Federal Income Tax Consequences, page 101. 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).

Response: With
respect to the Staff’s comment, the Trust respectfully advises the Staff that it has existing disclosure on page 101 of the Pre-Effective
Amendment, which has been reproduced below (emphasis added):

“The following discussion describes
the material U.S. federal income tax consequences associated with the purchase, ownership and disposition of Shares by a U.S. Shareholder,
and certain U.S. federal income consequences that may apply to an investment in Shares by a Non-U.S. Shareholder. The discussion
represents, insofar as it describes conclusions as to U.S. federal income tax law and subject to the limitations and qualifications
described below, the opinion of Dechert LLP. The opinion of Dechert LLP, however, is not binding on the United States Internal
Revenue Service (the “IRS”) or on the courts, and does not preclude the IRS from taking a contrary position.”

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

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

CORRESP
1
filename1.htm

VIA EDGAR

July 22, 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 Trust

    Registration Statement on Form S-1

    Filed May 28, 2025

    File No. 333-286456

To Whom it May Concern:

On behalf of 21Shares Dogecoin ETF Trust (the
“Trust”), submitted herewith via the EDGAR system are the Trust’s responses 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 June 9, 2025 with respect to the Trust’s registration
statement on Form S-1, as amended (the “Registration Statement”), filed on May 28, 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.
2 to the Registration Statement filed by the Company on the date hereof (such registration statement being referred to herein as the “Pre-Effective
Amendment”). We will incorporate any changes referenced below into the Pre-Effective Amendment.

Comment 1: Registration Statement on Form S-1
– The Trust’s Service Providers – The Service Provider, page 72. We note your revisions on page 72 in response to comment
14. Please expand your disclosure to provide additional details regarding the functions and duties that House of Doge will undertake for
the Trust and the Sponsor, including, for example purposes only, the type of operational assistance services it plans to provide the Sponsor
and the distribution platforms on which the Service Provider plans to feature the Trust. Please also describe in greater detail the House
of Doge’s partnership with the Dogecoin Foundation, including, for example purposes only, specific services to be provided and the term
and any termination provisions of the partnership agreement.

Response: With
respect to the Staff’s comment, the Trust has revised the disclosure on page 72 of the Pre-Effective
Amendment.

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

June 9, 2025
Duncan Moir
President
21Shares Dogecoin ETF
477 Madison Avenue, 6th Floor
New York, NY 10022
Re:21Shares Dogecoin ETF
Amendment No. 1 to Registration Statement on Form S-1
Filed May 28, 2025
File No. 333-286456
Dear Duncan Moir:
            We have reviewed your amended registration statement and have the following
comment.
            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 May 6, 2025 letter.
Amendment No. 1 to Registration Statement on Form S-1
The Trust's Service Providers
The Service Provider, page 72
1.We note your revisions on page 72 in response to comment 14. Please expand your
disclosure to provide additional details regarding the functions and duties that House
of Doge will undertake for the Trust and the Sponsor, including, for example purposes
only, the type of operational assistance services it plans to provide the Sponsor and
the distribution platforms on which the Service Provider plans to feature the Trust.
Please also describe in greater detail the House of Doge's partnership with the
Dogecoin Foundation, including, for example purposes only, specific services to be
provided and the term and any termination provisions of the partnership agreement.

June 9, 2025
Page 2
            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

CORRESP
1
filename1.htm

VIA EDGAR

May 28, 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 Trust

    Registration Statement on Form S-1

    Filed April 9, 2025

    File No. 333-286456

To Whom it May Concern:

On behalf of 21Shares Dogecoin ETF Trust (the
“Trust”), submitted herewith via the EDGAR system are the Trust’s responses 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 May 6, 2025 with respect to the Trust’s registration
statement on Form S-1 (the “Registration Statement”) filed on April 9, 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.
1 to the Registration Statement filed by the Company on the date hereof (such registration statement being referred to herein as the “Pre-Effective
Amendment”). We will incorporate any changes referenced below into the Pre-Effective Amendment.

Comment 1: Registration Statement on Form S-1
– General. 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.

Response: The Trust confirms that an application
under Rule 19b-4 shall be submitted prior to the time the Trust seeks effectiveness of the Registration Statement.

Comment 2: Registration Statement on Form S-1
– General. To the extent that you intend to use a fact sheet, please provide us with a copy for our review.

Response: With respect to the Staff’s
comment, the Trust confirms that it is not currently using a fact sheet, but in the event the Trust does use one, it will provide the
fact sheet supplementarily to the Staff.

Comment 3:
Registration Statement on Form S-1 – Cover Page. Please identify the initial Authorized
Participant here. Please also identify the initial purchaser(s) that will be acting as an underwriter.

Response: With respect to the Authorized
Participant, the Trust has not yet identified the initial Authorized Participant but will do so
in a subsequent pre-effective amendment to the Registration Statement. With respect to the initial purchaser(s), the Trust has
not yet identified the initial purchaser(s) that will be acting as an underwriter but will
do so in a subsequent pre-effective amendment to the Registration Statement.

Comment 4:
Registration Statement on Form S-1 – Prospectus Summary, page 1. 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.

Response: With respect to the
Staff’s comment, the Trust has revised the disclosure on pages 1 and 11 of the Pre-Effective Amendment.

Comment 5:
Registration Statement on Form S-1 – Overview of the Trust, page 1. 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.

Response:With respect to the Staff’s comment, the Trust has revised the
disclosure on pages 1, 13, 14, 47, 51, 52 and 62 of the Pre-Effective Amendment.

Comment 6:
Risk Factors – The trading prices of many digital assets, page 14. 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.

Response: With respect to the Staff’s
comment, the Trust has revised the disclosure on page 14 of the Pre-Effective Amendment.

Comment 7:
Risk Factors – Congestion or delay in the Dogecoin Blockchain may delay purchases or sales of Dogecoin by the Trust, page 38. Please
expand this risk factor to discuss the recent congestion on the Dogecoin Network, which has resulted in delays in recording transactions.

Response: With respect to the Staff’s
comment, the Trust has revised the disclosure on page 38 of the Pre-Effective Amendment.

Comment 8:
Risk Factors – Risks Associated with Investing in the Trust, page 38. Please disclose here that the Sponsor may in its sole discretion
and without Shareholder consent amend or otherwise supplement the Trust Agreement.

Response: With respect to the Staff’s
comment, the Trust has revised the disclosure on page 45 of the Pre-Effective Amendment.

Comment 9:
Risk Factors – The future activities of the Service Provider could cause the SEC, page 51. 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.

Response: With respect to the Staff’s
comment, the Trust has revised the disclosure on page 51 of the Pre-Effective Amendment.

Comment 10:
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;

 ● The competitive
landscape among similar networks and crypto assets; and

 ● Recent material developments occurring on the Dogecoin Network.

Response: With respect to the Staff’s comment, the Trust has revised the
disclosure on pages 57, 58 and 59 of the Pre-Effective Amendment. The Trust respectfully advises the Staff that it has included additional
disclosure on page 61 of the Pre-Effective Amendment regarding the competitive landscape among similar networks and crypto assets.

    2

Comment 11:
Risk Factors – Dogecoin Markets and Exchanges, page 59. 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.

Response: With respect to the Staff’s
comment, the Trust has revised the disclosure on page 59 of the Pre-Effective Amendment.

Comment 12:
The Trust and Dogecoin Prices – Use of the CF DOGE-Dollar US Settlement Price Index, page 63. 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.

Response: With respect to the Staff’s
comment, the Trust has revised the disclosure on page 63 of the Pre-Effective Amendment.

Comment 13:
The Trust and Dogecoin Prices – The Trust’s Service Providers, page 72. 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.

Response: The Trust will revise the disclosure
in a subsequent pre-effective amendment to the Registration Statement to (i) identify any Dogecoin Counterparties with whom the Sponsor
has entered into an agreement and (ii) disclose the material terms of any agreement it has with the Dogecoin Counterparty. The Trust respectfully
advises the Staff that it has existing disclosure on page 82 of the Pre-Effective Amendment regarding the approval process of Dogecoin
Counterparties. The Trust has added disclosure on page 82 of the Pre-Effective Amendment that no affiliates of the Trust or the Sponsor
are expected to serve as a Dogecoin Counterparty.

Comment 14:
The Trust and Dogecoin Prices – The Service Provider, page 72. 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.

Response: With respect to the Staff’s comment, the Trust has revised the
disclosure on page 72 of the Pre-Effective Amendment to explain what it means to be the “corporate arm” of the Dogecoin Foundation.
The Trust has also revised the disclosure on page 72 to detail the materials terms of the Support Services Agreement that House of Doge
will provide. The Trust will further revise the disclosure with respect to conflicts that this relationship creates in a subsequent pre-effective
amendment to the Registration Statement. The Trust will file the Support Services Agreement as an exhibit in a subsequent pre-effective
amendment to the Registration Statement.

    3

Comment 15:
The Trust and Dogecoin Prices – Custody of the Trust’s Assets, page 74. 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.

Response: With respect to the Staff’s
comment, the Trust has revised the disclosure on page 74 of the Pre-Effective Amendment.

Comment 16:
The Trust and Dogecoin Prices – Custody of the Trust’s Assets, page 74. Please disclose how and when the Sponsor will notify
Shareholders of any decision to add or terminate Dogecoin custodians.

Response: With respect to the Staff’s
comment, the Trust has revised the disclosure on page 75 of the Pre-Effective Amendment.

Comment 17:
The Trust and Dogecoin Prices – Conflicts of Interest, page 89. 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.

Response With respect to the Staff’s comment, the Trust has revised the
disclosure on pages 77 and 90 of the Pre-Effective Amendment.

***

    4

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

    5

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