21Shares Dogecoin ETF Files S-1/A, Targets Nasdaq Listing

TL;DR

**TDOG is a high-risk, high-reward bet on Dogecoin's mainstream adoption, but don't expect regulatory hand-holding.**

AI Summary

The 21Shares Dogecoin ETF (TDOG) filed an S-1/A on December 2, 2025, to launch an exchange-traded fund designed to track the performance of Dogecoin, as measured by the CF Dogecoin-Dollar US Settlement Price Index. The Trust will hold Dogecoin directly, with Coinbase Custody Trust Company, Anchorage Digital Bank N.A., and BitGo Trust Company, Inc. serving as Dogecoin Custodians. The Sponsor, 21Shares US LLC, purchased Seed Creation Baskets comprising 2 Shares for $100.00 on September 17, 2025, which were redeemed on October 15, 2025. The Initial Seed Creation Investor, also 21Shares US LLC, is expected to purchase 60,000 Shares at $25.00 per Share, totaling $1,500,000.00, to acquire Dogecoin for the Trust prior to listing. The ETF will offer both cash and in-kind creation and redemption mechanisms for Authorized Participants, utilizing Dogecoin Counterparties for cash transactions. The filing explicitly states that an investment in TDOG involves significant risks, including the potential loss of the entire investment, and highlights that the Trust is not regulated under the Investment Company Act of 1940 or the Commodity Exchange Act of 1936.

Why It Matters

This S-1/A filing signals 21Shares' intent to bring a Dogecoin spot ETF to market, potentially opening up Dogecoin exposure to a broader range of institutional and retail investors through a regulated exchange-traded product. This move could legitimize Dogecoin further in traditional finance, similar to Bitcoin and Ethereum ETFs, and intensify competition among crypto asset managers. For investors, it offers a potentially easier and more regulated way to gain exposure to Dogecoin without directly holding the cryptocurrency, though it comes with significant risks. Employees of 21Shares and its service providers could see increased activity and potential growth opportunities.

Risk Assessment

Risk Level: high — The filing explicitly states, "AN INVESTMENT IN THE TRUST INVOLVES SIGNIFICANT RISKS AND MAY NOT BE SUITABLE FOR SHAREHOLDERS WHO ARE NOT IN A POSITION TO ACCEPT MORE RISK THAN MAY BE INVOLVED WITH EXCHANGE-TRADED PRODUCTS THAT DO NOT HOLD DOGECOIN. THE SHARES ARE SPECULATIVE SECURITIES. THEIR PURCHASE INVOLVES A HIGH DEGREE OF RISK AND YOU COULD LOSE YOUR ENTIRE INVESTMENT." Additionally, the Trust is not regulated under the Investment Company Act of 1940 or the Commodity Exchange Act of 1936, removing protections afforded to investors in traditional funds or futures contracts.

Analyst Insight

Investors should approach TDOG with extreme caution, recognizing the speculative nature of Dogecoin and the inherent risks of unregulated crypto products. Consider a small, highly diversified position only if you have a high-risk tolerance and are comfortable with the potential for total loss. Thoroughly review the 'Risk Factors' section before any investment.

Financial Highlights

debt To Equity

0.0

revenue

$0.00

operating Margin

0.0%

total Assets

$0.00

total Debt

$0.00

net Income

$0.00

eps

$0.00

gross Margin

0.0%

cash Position

$0.00

revenue Growth

+0.0%

Key Numbers

• $0.15 — Dogecoin Pricing Benchmark (Price on November 25, 2025)
• $100.00 — Audit Seed Investor proceeds (Total proceeds from 2 Seed Creation Baskets purchased by Sponsor on September 17, 2025)
• $50.00 — Per-Share price (Price of Seed Creation Baskets purchased by Sponsor on September 17, 2025)
• 2 — Shares (Number of Seed Creation Baskets purchased by Sponsor on September 17, 2025)
• $1,500,000.00 — Initial Seed Creation Investor proceeds (Expected total proceeds from 60,000 Shares purchased by 21Shares US LLC)
• $25.00 — Expected per-Share price (Expected price of Initial Seed Creation Baskets)
• 60,000 — Shares (Number of Initial Seed Creation Baskets expected to be purchased)
• 10,000 — Shares (Number of Shares in a 'Basket' for creation and redemption)

Key Players & Entities

• 21Shares Dogecoin ETF (company) — Registrant and ETF issuer
• 21Shares US LLC (company) — Sponsor of the Trust and Initial Seed Creation Investor
• Dogecoin (currency) — Underlying asset of the ETF
• Nasdaq Stock Market LLC (company) — Anticipated listing exchange for TDOG shares
• CF Dogecoin-Dollar US Settlement Price Index (company) — Pricing Benchmark for the ETF
• Coinbase Custody Trust Company, LLC (company) — Dogecoin Custodian for the Trust
• Anchorage Digital Bank N.A. (company) — Dogecoin Custodian for the Trust
• BitGo Trust Company, Inc. (company) — Dogecoin Custodian for the Trust
• House of Doge Inc. (company) — Service Provider for marketing and related services
• Russell Barlow (person) — Agent for service for 21Shares US LLC

FAQ

Risk Factors

• Lack of Regulation [high — regulatory]: The Trust is not regulated under the Investment Company Act of 1940 or the Commodity Exchange Act of 1936. This means investors do not have the protections typically afforded by these regulatory frameworks, increasing the potential for losses.
• Dogecoin Price Volatility [high — market]: The Trust's performance is directly tied to the price of Dogecoin, which is known for its extreme volatility. The Pricing Benchmark was $0.15 on November 25, 2025, but this price can fluctuate significantly, leading to potential loss of the entire investment.
• Custodial Risks [medium — operational]: The Trust's Dogecoin holdings are entrusted to Coinbase Custody Trust Company, Anchorage Digital Bank N.A., and BitGo Trust Company. Any failure, breach, or operational issue with these custodians could result in the loss of the Trust's assets.
• Seed Investment Structure [medium — financial]: The initial seed investment involved 2 Shares purchased for $100.00 ($50.00 per share) on September 17, 2025, and a subsequent expected purchase of 60,000 Shares at $25.00 per share for $1,500,000.00. This structure and the initial low price per share may not reflect future market valuations.
• Counterparty Risk [medium — legal]: The Trust relies on Dogecoin Counterparties for cash creation and redemption transactions. The selection and performance of these counterparties, who are not fully regulated in the same way as traditional financial institutions, introduce a risk of settlement failure or adverse execution.
• Tracking Error [medium — market]: The Trust aims to track the CF Dogecoin-Dollar US Settlement Price Index. However, expenses, liabilities, and potential slippage in cash transactions can lead to deviations between the Trust's performance and the index's performance.

Industry Context

The cryptocurrency ETF market is rapidly evolving, with issuers seeking to offer exposure to various digital assets. This ETF enters a landscape where Bitcoin and Ethereum ETFs have seen significant adoption, but Dogecoin, as a meme-coin, presents a unique risk profile. Competition exists from other crypto-focused ETFs and direct cryptocurrency investment platforms.

Regulatory Implications

The ETF operates in a less regulated space compared to traditional securities, as it is not subject to the Investment Company Act of 1940 or the Commodity Exchange Act of 1936. This lack of oversight heightens risks for investors and necessitates careful due diligence on the Sponsor and custodians.

What Investors Should Do

1. Thoroughly review the 'Risk Factors' section of the S-1/A filing.
2. Assess your risk tolerance for highly volatile assets.
3. Understand the creation/redemption mechanism and counterparty risks.

Key Dates

• 2025-12-02: Filing of S-1/A Amendment No. 5 — Indicates the registration statement is nearing effectiveness, providing updated information to potential investors.
• 2025-11-25: Dogecoin Pricing Benchmark at $0.15 — Provides a specific reference point for the value of Dogecoin used in the ETF's calculations on a recent date.
• 2025-10-15: Redemption of Seed Creation Baskets — Marks the conclusion of the initial seed funding phase for the Trust.
• 2025-09-17: Purchase of Seed Creation Baskets — Represents the initial capital infusion into the Trust by the Sponsor ($100.00 for 2 Shares).

Glossary

S-1/A

An amendment to a registration statement filed with the SEC, used to update or correct information before a securities offering becomes effective. (This filing provides the detailed prospectus and operational information for the 21Shares Dogecoin ETF.)

CF Dogecoin-Dollar US Settlement Price Index

An index calculated by CF Benchmarks Ltd. that tracks the performance of Dogecoin against the U.S. dollar, aggregating data from major trading platforms. (This is the benchmark the ETF aims to track, defining its investment objective.)

Dogecoin Custodians

Entities like Coinbase Custody Trust Company, Anchorage Digital Bank N.A., and BitGo Trust Company responsible for holding the Trust's Dogecoin assets securely. (Ensures the physical safekeeping of the underlying cryptocurrency assets.)

Authorized Participants (APs)

Financial institutions that can create or redeem large blocks of ETF shares (Baskets) directly with the ETF issuer, facilitating liquidity. (Key intermediaries for the ETF's creation and redemption process, impacting share availability and pricing.)

Basket

A standard block of 10,000 Shares used for the creation and redemption process between the ETF and Authorized Participants. (Defines the unit of exchange for large-scale transactions, influencing how APs interact with the ETF.)

Dogecoin Counterparty

A third party, not an AP, with whom the Sponsor contracts to handle cash transactions for Dogecoin creation/redemption orders. (Involved in converting Dogecoin to USD or vice versa for cash-settled transactions, introducing counterparty risk.)

Net Asset Value (NAV)

The per-share market value of an ETF's assets, calculated by taking the total value of its holdings, subtracting liabilities, and dividing by the number of outstanding shares. (The theoretical value of each share, against which secondary market prices are compared.)

Year-Over-Year Comparison

As this is an initial registration statement (S-1/A), there is no prior filing to compare against. Key metrics such as revenue, net income, and margins are not applicable at this pre-launch stage. The filing details the initial seed capital structure, including the Sponsor's purchase of 2 Shares for $100.00 on September 17, 2025, and the expected initial seed investment of $1,500,000.00 for 60,000 Shares at $25.00 per Share.

Key Financial Figures

• $0.15 — ber 25, 2025, the Pricing Benchmark was $0.15. The Sponsor served as the Audit Seed
• $50.00 — rising 2 Shares at a per-Share price of $50.00 as described in “ Audit Seed/Init
• $100.00 — ale of these Seed Creation Baskets were $100.00. Delivery of the Seed Creation Baskets
• $25.00 — Creation Baskets”) at a price of $25.00 per Share. In this capacity the Initial
• $1,500,000.00 — eed Creation Baskets are expected to be $1,500,000.00 and are expected to be used by the Trus

Filing Documents

• ea0267806-s1a5_21shares.htm (S-1/A) — 1233KB
• ea026780601ex3-1_21shares.htm (EX-3.1) — 18KB
• ea026780601ex3-2_21shares.htm (EX-3.2) — 284KB
• ea026780601ex3-3_21shares.htm (EX-3.3) — 6KB
• ea026780601ex3-4_21shares.htm (EX-3.4) — 4KB
• ea026780601ex5-1_21shares.htm (EX-5.1) — 16KB
• ea026780601ex8-1_21shares.htm (EX-8.1) — 7KB
• ea026780601ex10-1_21shares.htm (EX-10.1) — 28KB
• ea026780601ex10-2_21shares.htm (EX-10.2) — 123KB
• ea026780601ex10-3_21shares.htm (EX-10.3) — 181KB
• ea026780601ex10-5_21shares.htm (EX-10.5) — 147KB
• ea026780601ex10-6_21shares.htm (EX-10.6) — 75KB
• ea026780601ex10-7_21shares.htm (EX-10.7) — 90KB
• ea026780601ex10-10_21shares.htm (EX-10.10) — 161KB
• ea026780601ex10-11_21shares.htm (EX-10.11) — 12KB
• ea026780601ex10-12_21shares.htm (EX-10.12) — 19KB
• ea026780601ex10-13_21shares.htm (EX-10.13) — 186KB
• ea026780601ex10-14_21shares.htm (EX-10.14) — 206KB
• ea026780601ex23-1_21shares.htm (EX-23.1) — 2KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• ex8-1_001.jpg (GRAPHIC) — 3KB
• ex10-3_001.jpg (GRAPHIC) — 1KB
• ex10-10_001.jpg (GRAPHIC) — 2KB
• ex10-14_001.jpg (GRAPHIC) — 14KB
• 0001213900-25-117365.txt ( ) — 2835KB

From the Filing

NO. 5 TO FORM S-1 As filed with the Securities and Exchange Commission on December 2, 2025 Registration No. 333-286456 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 21SHARES DOGECOIN ETF (Exact name of registrant as specified in its charter) Maryland 6221 33-7038007 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 477 Madison Avenue, 6 th Floor New York, New York 10022 (646) 370-6016 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) 21Shares US LLC Russell Barlow 477 Madison Avenue, 6 th Floor New York, New York 10022 (646) 370-6016 (Address, including zip code, and telephone number, including area code, of agent for service) Copy to: Allison M. Fumai, Esq. Anna Tomczyk, Esq. Neel Maitra, Esq. Dechert LLP 1095 Avenue of the Americas New York, New York 10036 (212) 698-3526 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering: If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated and Exchange Act of 1934. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine . The information in this Preliminary Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Preliminary Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS Shares 21Shares Dogecoin ETF The 21Shares Dogecoin ETF (the “Trust”) is an exchange-traded fund that issues common shares of beneficial interest (the “Shares”) that are anticipated to be listed on the Nasdaq Stock Market LLC (the “Exchange”). The Trust is a passive investment vehicle that does not seek to generate returns beyond tracking the price of Dogecoin. This means the Sponsor does not speculatively sell Dogecoin at times when its price is high or speculatively acquire Dogecoin at low prices in the expectation of future price increases. It also means the Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective. The Trust’s investment objective is to seek to track the performance of Dogecoin, as measured by the performance of the CF Dogecoin-Dollar US Settlement Price Index (“Pricing Benchmark”), adjusted for the Trust’s expenses and other liabilities. The Pricing Benchmark is calculated by C

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