21Shares Dogecoin ETF Files S-1/A, Eyes Nasdaq Listing for TDOG

TL;DR

**This Dogecoin ETF is a high-risk, high-reward play for meme coin enthusiasts seeking regulated exposure, but prepare for extreme volatility and potential total loss.**

AI Summary

The 21Shares Dogecoin ETF (TDOG) filed Amendment No. 6 to its S-1 registration statement on December 22, 2025, seeking to launch an exchange-traded fund tracking the CF Dogecoin-Dollar US Settlement Price Index. The Trust aims to provide passive investment exposure to Dogecoin, holding the digital asset directly without leverage or derivatives. 21Shares US LLC, a subsidiary of 21co Holdings Limited, is the Sponsor. The Trust will utilize Coinbase Custody Trust Company, LLC, Anchorage Digital Bank N.A., and BitGo Bank & Trust, N.A. as Dogecoin Custodians. House of Doge Inc. will provide marketing and related services. The Sponsor, as Audit Seed Investor, purchased 2 Shares for $100.00 on September 17, 2025, which were redeemed on October 15, 2025. An Initial Seed Creation Investor, 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. The Shares are expected to list on The Nasdaq Stock Market LLC under the ticker 'TDOG'. The filing emphasizes significant risks, stating that an investment 'involves a high degree of risk and you could lose your entire investment.'

Why It Matters

This S-1/A filing signals 21Shares' continued push to bring a spot Dogecoin ETF to market, potentially opening up Dogecoin exposure to a broader range of traditional investors through a regulated vehicle. For investors, it offers a new, potentially more accessible way to gain exposure to Dogecoin without directly managing digital assets, though it comes with significant cryptocurrency market volatility risks. The entry of a Dogecoin ETF could intensify competition within the nascent crypto ETF space, currently dominated by Bitcoin and Ethereum products, and potentially legitimize Dogecoin further in the eyes of institutional players. Employees of 21Shares and its service providers, like Coinbase Custody, stand to benefit from increased business volume if the ETF launches successfully.

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.' This direct language, coupled with the inherent volatility of Dogecoin, indicates a high risk level.

Analyst Insight

Investors should approach the 21Shares Dogecoin ETF with extreme caution, recognizing the speculative nature of Dogecoin and the explicit 'high degree of risk' outlined in the S-1/A. Consider allocating only a very small, highly speculative portion of your portfolio, and be prepared for substantial price swings and the potential for complete loss of capital.

Financial Highlights

debt To Equity

0.0

revenue

$0.00

operating Margin

N/A

total Assets

$0.00

total Debt

$0.00

net Income

$0.00

eps

$0.00

gross Margin

N/A

cash Position

$0.00

revenue Growth

N/A

Key Numbers

• $0.13 — Pricing Benchmark for Dogecoin (Approximate price on December 15, 2025)
• $100.00 — Total proceeds from Audit Seed Creation Baskets (Received by the Trust from 2 Shares purchased by Sponsor on September 17, 2025)
• $50.00 — Per-Share price of Audit Seed Creation Baskets (Price paid by Sponsor on September 17, 2025)
• 2 — Number of Audit Seed Creation Baskets Shares (Purchased by Sponsor on September 17, 2025)
• $1,500,000.00 — Expected total proceeds from Initial Seed Creation Baskets (Expected to be used to purchase Dogecoin for the Trust)
• $25.00 — Expected per-Share price of Initial Seed Creation Baskets (Price for 60,000 Shares to be purchased by 21Shares US LLC)
• 60,000 — Number of Initial Seed Creation Baskets Shares (Expected to be purchased by 21Shares US LLC)
• 10,000 — Shares per 'Basket' (Unit for creation and redemption of Shares)

Key Players & Entities

• 21Shares Dogecoin ETF (company) — Registrant and exchange-traded fund
• 21Shares US LLC (company) — Sponsor of the Trust and Initial Seed Creation Investor
• The Nasdaq Stock Market LLC (company) — Anticipated listing exchange for TDOG shares
• Coinbase Custody Trust Company, LLC (company) — Dogecoin Custodian for the Trust
• Anchorage Digital Bank N.A. (company) — Dogecoin Custodian for the Trust
• BitGo Bank & Trust, N.A. (company) — Dogecoin Custodian for the Trust
• House of Doge Inc. (company) — Service Provider for marketing and related functions
• CF Benchmarks Ltd. (company) — Benchmark Provider for the CF Dogecoin-Dollar US Settlement Price Index
• Russell Barlow (person) — Agent for service for 21Shares US LLC
• Dechert LLP (company) — Legal counsel for the registrant

FAQ

Risk Factors

• Volatility of Dogecoin Price [high — market]: The Trust's investment objective is to track the performance of Dogecoin. Dogecoin is a highly volatile digital asset, and its price can fluctuate significantly and rapidly. An investment in the Trust involves a high degree of risk, and investors could lose their entire investment.
• Uncertain Regulatory Landscape [high — regulatory]: The regulatory landscape for digital assets, including Dogecoin, is evolving and uncertain. Changes in regulations could adversely affect the value of Dogecoin and the Trust's ability to operate, potentially impacting the Trust's investment objective and the value of its Shares.
• Custodial Risks [high — operational]: The Trust will hold Dogecoin with third-party custodians: Coinbase Custody Trust Company, LLC, Anchorage Digital Bank N.A., and BitGo Bank & Trust, N.A. The loss or unauthorized access to these digital assets held by custodians could result in a total loss of the Trust's investment.
• Dependence on Pricing Benchmark [medium — market]: The Trust seeks to track the CF Dogecoin-Dollar US Settlement Price Index. The accuracy and reliability of this benchmark are critical. Any issues with the Benchmark Provider or the methodology used to calculate the index could negatively impact the Trust's ability to track Dogecoin's performance.
• Reliance on Service Provider [medium — operational]: House of Doge Inc., the corporate arm of the Dogecoin Foundation, provides marketing and related services. The Trust's reliance on this single service provider for key functions could pose an operational risk if the provider fails to perform adequately.
• Seed Investment Redemption [low — financial]: The Sponsor, as Audit Seed Investor, purchased 2 Shares for $100.00 on September 17, 2025, and these were redeemed on October 15, 2025. While this indicates initial testing, the Sponsor's subsequent role and the ultimate success of the initial seed creation are subject to market conditions.

Industry Context

The digital asset ETF market is rapidly evolving, with increasing institutional interest in providing regulated access to cryptocurrencies. Competitors offer ETFs tracking Bitcoin and Ethereum, but Dogecoin-specific ETFs are less common, positioning TDOG in a niche segment. The success of such products hinges on regulatory clarity, investor demand for altcoin exposure, and robust operational infrastructure for digital asset custody.

Regulatory Implications

The filing highlights the ongoing scrutiny of digital asset regulations by the SEC. The Trust's reliance on a specific benchmark and third-party custodians introduces compliance risks related to asset valuation, security, and potential regulatory changes impacting digital assets or financial intermediaries.

What Investors Should Do

1. Review the 'Risk Factors' section thoroughly.
2. Understand the creation and redemption process.
3. Monitor regulatory developments.

Key Dates

• 2025-09-17: Sponsor (Audit Seed Investor) purchased 2 Shares at $50.00 per share. — Represents initial seed funding and testing of the creation process.
• 2025-10-15: Sponsor's Audit Seed Shares were redeemed. — Indicates the completion of the initial seed phase and potential readiness for broader launch.
• 2025-12-15: Dogecoin price benchmark was approximately $0.13. — Provides a reference point for the underlying asset's value at a specific time prior to the filing.
• 2025-12-22: Amendment No. 6 to the S-1 registration statement was filed. — Indicates progress in the regulatory approval process for the ETF.

Glossary

S-1/A

An amended registration statement filed with the SEC for securities offerings. (This filing (Amendment No. 6) provides updated information for the proposed 21Shares Dogecoin ETF.)

CF Dogecoin-Dollar US Settlement Price Index

The benchmark index used to track the performance of Dogecoin in U.S. dollars. (The ETF aims to track this index, making it central to the Trust's investment objective.)

Sponsor

21Shares US LLC, responsible for the Trust's operations and management. (The entity driving the creation and ongoing management of the Dogecoin ETF.)

Dogecoin Custodians

Coinbase Custody Trust Company, LLC, Anchorage Digital Bank N.A., and BitGo Bank & Trust, N.A., responsible for holding the Trust's Dogecoin. (Crucial for the secure holding of the underlying digital asset.)

Authorized Participants (APs)

Financial firms that can create or redeem Baskets of ETF shares directly with the Trust. (Key intermediaries for the ETF's creation and redemption mechanism, influencing share liquidity.)

Basket

A unit of creation and redemption for the ETF, consisting of 10,000 Shares. (Defines the minimum block size for APs to interact with the Trust for share creation/redemption.)

Net Asset Value (NAV)

The per-share market value of an ETF's assets, minus liabilities. (The benchmark against which the market price of ETF shares is compared, though secondary market prices can deviate.)

Dogecoin Counterparty

A designated third party that delivers, receives, or converts Dogecoin for cash creation/redemption orders. (Facilitates the exchange of Dogecoin for cash or vice versa in the creation/redemption process.)

Year-Over-Year Comparison

This is Amendment No. 6 to the S-1 registration statement, indicating a series of updates and refinements to the initial filing. Specific metrics for comparison to a previous year are not applicable as this is a new ETF registration. However, the repeated filings suggest ongoing efforts to address SEC comments and prepare for market launch, with the latest amendment likely incorporating further details on operational readiness, risk disclosures, and legal compliance.

Key Financial Figures

• $0.13 — the Pricing Benchmark was approximately $0.13. 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

• ea0270364-s1a6_21shares.htm (S-1/A) — 1224KB
• ea027036401ex3-2_21shares.htm (EX-3.2) — 284KB
• ea027036401ex10-15_21shares.htm (EX-10.15) — 215KB
• 0001213900-25-124646.txt ( ) — 1724KB

From the Filing

NO. 6 TO FORM S-1 As filed with the Securities and Exchange Commission on December 22, 2025 Registration No. 333-286456 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 6 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. Dated December 22, 2025 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 B

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