Statement Summary
The Nasdaq Stock Market LLC has filed a proposal with the SEC to list and trade shares of the 21Shares Dogecoin ETF under Nasdaq Rule 5711(d) for Commodity-Based Trust Shares. The Trust seeks to track the performance of Dogecoin, using the CF DOGE-Dollar US Settlement Price Index as its Pricing Benchmark. It will operate as a passive investment vehicle without engaging in speculative buying or selling of Dogecoin. The ETF provides indirect access to Dogecoin through a brokerage account, allowing investors to avoid the complexities of direct trading. The proposal aims to establish adequate measures to prevent fraud and manipulation in the trading of the ETF, employing surveillance techniques facilitated through a partnership with Coinbase Derivatives for information sharing. Public comments on the proposal are invited, with a decision by the SEC expected within 45 days.
Original Statement
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-103032; File No. SR-NASDAQ-2025-034]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Proposed Rule Change to List and Trade Shares of 21Shares Dogecoin ETF Under Nasdaq Rule 5711(d) (Commodity-Based Trust Shares)
May 13, 2025.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”), and Rule 19b-4 thereunder, notice is hereby given that on April 28, 2025, The Nasdaq Stock Market LLC (“Nasdaq” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.
Self-Regulatory Organization’s Statement
Purpose
The Exchange proposes to list and trade shares of 21Shares Dogecoin ETF (the “Trust”) under Nasdaq Rule 5711(d), which governs the listing and trading of Commodity-Based Trust Shares. The shares of the Trust are referred to herein as the Shares.
Overview of the Trust and the Shares
According to the Registration Statement, the Trust is a Maryland statutory trust and will operate pursuant to a trust agreement (the “Trust Agreement”), as amended and/or restated from time to time. A Maryland trust company will serve as the trustee of the Trust (the “Trustee”). The Trust is managed and controlled by 21Shares US LLC (the “Sponsor”). A third party to be appointed by the Sponsor and/or the Trustee will act as the administrator of the Trust (the “Administrator”).
Investment Objective
The Trust’s investment objective is to seek to track the performance of Dogecoin, as measured by the Pricing Benchmark, adjusted for the Trust’s expenses and other liabilities. The Trust does not provide investors with direct exposure to Dogecoin, and an investment in the Trust is not a direct investment in Dogecoin. Rather, the Trust provides investors with the opportunity to access the market for Dogecoin through a traditional brokerage account.
Dogecoin Overview
Dogecoin is a digital asset created and transmitted through the operations of the peer-to-peer “Dogecoin Network.” Transactions in Dogecoin are processed by a distributed network of computers called miners, who are rewarded with Dogecoin for validating transactions.
Pricing Benchmark
The net assets of the Trust and its Shares are valued daily with reference to the Pricing Benchmark, designed to reflect the performance of Dogecoin in U.S. dollars. The Pricing Benchmark is calculated daily by aggregating the notional value of Dogecoin trading activity across major exchanges.
Creation and Redemption of Shares
The Trust creates and redeems Shares from time to time, but only in one or more Baskets. Authorized Participants may place orders to create and redeem Baskets, with each order defined by specific rules and regulations set forth in the Trust’s structure.
Solicitation of Comments
Interested persons are invited to submit written data, views, and arguments concerning the proposal, including whether it is consistent with the Act. Comments may be submitted electronically or in paper format as specified by the Commission.
Conclusion
The proposed rule change aims to facilitate listing and trading of the 21Shares Dogecoin ETF, enhancing competition among market participants for the benefit of investors and the marketplace.
