21Shares Dogecoin ETF

GLOSSARY OF DEFINED TERMS

In this Prospectus, each of the following terms have the meanings set forth after such term:

“1933 Act”: The Securities Act of 1933.

“1940 Act”: Investment Company Act of 1940.

“2022 Events”: Collectively, a reference to the following events: In the first half of 2022, Celsius Network, Voyager Digital Ltd., and Three Arrows Capital declaring bankruptcy; In November 2022, FTX halted customer withdrawals after corroborated rumors involving liquidity issues and likely insolvency; the resignation of FTX’s CEO and many of its affiliates filing for bankruptcy in the United States and abroad following which the U.S. Department of Justice brought criminal fraud and other charges; the SEC and CFTC bringing civil securities and commodities fraud charges against certain of FTX’s and its affiliates’ senior executives, including its former CEO, who was found guilty of these criminal charges; and, several other entities in the digital asset industry filed for bankruptcy following FTX’s bankruptcy filing, such as BlockFi Inc. and Gensis Global Capital, LLC.

“21Shares Group”: The broader structure of 21Shares AG and its affiliates.

“abrdn”: abrdn plc, a global investment company.

“Accepted Asset” means a digital asset that is a fully reserve backed digital token, commonly referred to as a “stablecoin”, that seeks to peg its value to that of the quote asset, where the stablecoin issuer operates a 1:1 redemption facility that is accessible to all Accepted Asset holders. Furthermore, only digital assets that solely hold reserve assets that are in line with the prevailing regulations enforced for government security money market funds in major jurisdiction such as the United States, United Kingdom and European Union.

“Additional Trust Expenses”: Taxes and governmental charges, expenses and costs of any extraordinary services performed by the Sponsor (or any other service provider) on behalf of the Trust to protect the Trust or the interests of Shareholders, any indemnification of the Dogecoin Custodian, Administrator or other agents, service providers or counter-parties of the Trust, the fees and expenses related to the listing, and extraordinary legal fees and expenses, including any legal fees and expenses incurred in connection with litigation, regulatory enforcement or investigation matters.

“Administrator”: [●].

“Advisers Act”: The Investment Advisers Act of 1940.

“API”: Application Programming Interface.

“Article 8”: Article 8 of the New York Uniform Commercial Code.

“ASC”: Accounting Standards Codification.

“ASC 820-10”: Accounting Standards Codification 820-10, Fair Value Measurements and Disclosures

“AUL”: Authorized User List.

“Authorized Amount”: An amount to be determined, on a daily basis, based on the Lender’s sole discretion considering factors including, but not limited to, availability of financing and credit due diligence of the Trust.

“Authorized Participant”: One that purchases or redeems Baskets from or to the Trust.

“Available Balance”: The then-current amount available to the Trust to place orders.

“Basket”: A block of [●] Shares used by the Trust to issue or redeem Shares.

“Basket Deposit”: The total deposit required to create each Basket.

“Benchmark Provider”: CF Benchmarks Ltd.

“BMR”: The UK Benchmark Regulation.

“BSA”: The U.S. Bank Secrecy Act.

“Binance Complaint”: A suit brought by the SEC in Securities and Exchange Commission v. Binance Holdings Ltd, et al alleging that Binance had solicited U.S. Investors to buy, sell and trade “crypto asset securities” through their unregistered trading platform and operated unregistered securities exchanges, brokerages and clearing agencies.

“Business Day”: Any day other than a day when the Exchange or the New York Stock Exchange is closed for regular trading.

“Cash Custodian”: [●]

“Cash Custody Agreement”: An agreement entered into with the Trust and the Cash custodian stating that the Cash Custodian will establish and maintain cash account(s) for the trust, and, upon instructions from the Sponsor acting on behalf of the Trust, facilitate cash transfers and cash payments from the Trust’s account(s).

“CBDC”: Central Bank Digital Currencies.

“CEA”: Commodity Exchange Act of 1936.

“CFPB”: The Consumer Financial Protection Bureau.

“CF Member: A member of the CME CF Oversight Committee who is a representative of CF.

“CFTC”: Commodity Futures Trading Commission, an independent agency with the mandate to regulate commodity futures and options in the United States.

“CME Member”: A member of the CME CF Oversight Committee who is a representative of CME.

“Coinbase Custody”: Coinbase Custody Trust Company, LLC.

“Coinbase Insured”: Coinbase Global and its subsidiaries.

“Coinbase Global”: Coinbase Global, Inc.

“Cold Vault Balance”: The substantial portion of the private keys associated with the Trust’s dost kept by the Dogecoin Custodian in “cold storage” or similarly secure technology.

“Connected Trading Venue”: Third-party exchanges or other trading venues (including the trading venue operated by the Prime Broker).

“Constituent Exchanges”: An aggregation of executed trade flow of major Dogecoin trading platforms.

“Creation Basket Deposit”: The total deposit required to create each Basket.

“Custody Rule”: Rule 206(4)-2 under the Advisers Act.

“DeFi”: Decentralized financial services.

“DFPI”: California Department of Financial Protection and Innovation.

“Dogecoin Account”: An account that holds the Trust’s Dogecoin.

“Dogecoin Counterparty”: A designated third party who is not an Authorized Participant but who may be an affiliate of an Authorized Participant, or the Prime Broker or Lender, as applicable, with whom the Sponsor has entered into an agreement on behalf of the Trust, that will, acting as a counterparty, deliver, receive or convert to U.S. dollars the Dogecoin related to the Authorized Participant’s creation or redemption order.

“Dogecoin Custodian”: Any person from time to time engaged to provide custodian, security or related services to the Trust’s Dogecoin and cash assets pursuant to authority delegated by the Sponsor.

“Dogecoin Network”: A decentralized network of computers that operates on cryptographic protocols. The Dogecoin Network allows people to exchange tokens of value, called Dogecoin or “DOGE.”

“DOL”: U.S. Department of Labor.

“DTC”: The Depository Trust Company. DTC will act as the securities depository for the Shares.

“DTC Participant”: An entity that has an account with DTC.

“ECASH Act”: The Electronic Currency and Secure Hardware Act.

“ERISA”: Employee Retirement Income Security Act of 1974.

“Exchange”: [●]

“Exchange Act”: The Securities Exchange Act of 1934, as amended.

“Executive Order”: An Executive Order on Ensuring Responsible Development of Digital Assets signed by President Biden.

“Expenses”: Any and all losses, claims, taxes, damages, reasonable expenses, and liabilities (including liabilities under State or federal securities laws) of any kind and nature whatsoever.

“FASB”: Financial Accounting Standards Board.

“FDIC”: Federal Deposit Insurance Corporation.

“Financing Fee”: Interest rates on Trade Credits.

“FinCEN”: The Financial Crimes Enforcement Network.

“FINRA”: Financial Industry Regulatory Authority.

“FIT for the 21 st Century Act”: Financial Innovation and Technology for the 21 st Century Act.

“FTX”: FTX Trading Ltd.

“GAAP”: U.S. generally accepted accounting principles.

“Genesis”: Genesis Global Capital, LLC.

“IIV”: The intraday indicative value.

“Incidental Rights”: Rights to acquire, or otherwise establish dominion and control over, any virtual currency or other asset or right, which rights are incident to the Trust’s ownership of Dogecoin and arise without any action of the Trust, or of the Sponsor or Service Provider on behalf of the Trust.

“Index Licensing Agreement”: The licensing agreement by and between the Sponsor and the Benchmark Provider to use the Pricing Benchmark.

“Indemnified Person”: The Trustee or any officer, affiliate, director, employee, or agent of the Trustee.

“Indirect Participants”: Banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly.

“IRAs”: Individual retirement accounts.

“IRS”: U.S. Internal Revenue Service.

“IR Virtual Currency”: Virtual currency tokens, or other assets or rights, acquired by the Trust through the exercise (subject to the applicable provisions of the Trust Agreement) of any Incidental Right.

“JOBS Act”: Jumpstart Our Business Startups Act.

“KYT”: Know-Your-Transaction.

“Lender”: Coinbase Credit, Inc.

“Liquidating Trustee”: Such person as the majority in interest of the beneficial owners of the Trust may propose and approve that shall take full charge of the property of the Trust.

“Marketing Agent”: [●].

“Marketing Fee”: The fee payable to the Marketing Agent for services it provides to the Trust.

“McHenry Bill”: The Clarity for Payment Stablecoins Act of 2023, as introduced by House Finance Committee Chair Patrick McHenry which would make it unlawful for any entity other than a permitted payment stablecoin issuer to issue a payment stablecoin.

“MSTA”: Maryland Statutory Trust Act.

“Mutually Capped Liabilities’: The Dogecoin Custodian’s gross negligence, violation of its confidentiality, data protection and/or information security obligations, or violation of any law, rule or regulation with respect to the provision of its services.

“NAV”: Net asset value of the Trust.

“NBMMs”: Non-bank market makers.

“NYDFS”: The New York State Department of Financial Services.

“OFAC”: The Office of Foreign Assets of the U.S. Treasury Department.

“PB Mutually Capped Liabilities”: The amount of the Prime Broker’s aggregate liability in respect of the Prime Broker’s obligations to indemnify the Trust and its affiliates against third-party claims and losses to the extent arising out of or relating to, among others, the Prime Broker’s gross negligence, violation of its confidentiality, data protection and/or information security obligations, violation of any law, rule or regulation with respect to the provision of its services, or the full amount of the Trust’s assets lost due to the insolvency of or security event at a Connected Trading Venue

“PCAOB”: The Public Company Accounting Oversight Board.

“Plan Assets Regulation”: Regulation 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA.

“Plans”: The Employee Retirement Income Security Act of 1974 and/or Section 4975 of the Code.

“Policies”: The policies and procedures that have been implemented and are reasonably designed to ensure compliance with applicable law, including a Code of Ethics providing guidance on conflicts of interest.

“Post-Trade Financing Agreement”: An agreement with Coinbase Credit, Inc. pursuant to which the Trust may borrow Dogecoin or cash as trade credit the Lender on a short-term basis to avoid having to pre-fund the Trust’s Trading Balance.

“Pricing Benchmark”: The performance of the CF DOGE-Dollar US Settlement Price Index, adjusted for the Trust’s expenses and other liabilities.

“Prime Broker”: Coinbase, Inc.

“Principal Market NAV”: Net asset value of the Trust determined on a GAAP basis.

“Principal Market NAV per Share”: Net asset value of the Trust per Share determined on a GAAP basis.

“Redemption Order Date”: The date a redemption order is received in satisfactory form by the Marketing Agent.

“Register”: The record of all Shareholders and holders of the Shares in certificated form kept by the Administrator.

“Relevant Coinbase Entities”: The Prime Broker and its parent, Coinbase Global, Inc. together with Coinbase Inc.

“Relevant Pair”: A market that facilitates the spot trading of the relevant cryptocurrency against the corresponding cryptocurrency or legal tender pair, including markets where the cryptocurrency or legal tender pair is made fungible with Accepted Assets.

“Relevant Transaction”: Any cryptocurrency versus cryptocurrency or legal tender spot trade that occurs during the TWAP Period on a Constituent Exchange in the Relevant Pair that is reported through its API to the Benchmark Provider.

“SEC”: The U.S. Securities and Exchange Commission.

“Selling Shareholders”: Shareholders who may sell Shares owned by them directly or through broker-dealers, in accordance with applicable law.

“Service Provider”: House of Doge Inc., the corporate arm of the Dogecoin Foundation.

“Service Provider Fees”: The fees and other payments that the Sponsor has agreed to pay to the Service Provider.

“Settlement Deadline”: The Trust must generally repay Trade Credits by 6:00 PM E.T. on the Business Day immediately following the day the Trade Credit was extended by the Lender to the Trust (or, if such day is not a Business Day, on the next that).

“Shares”: Common shares representing fractional undivided beneficial interests in the Trust.

“Shareholders”: Holders of Shares.

“SIPC”: Securities Investor Protection Corporation.

“SOC”: Systems and Organizational Control.

“Sponsor”: 21Shares US LLC, a Delaware limited liability company.

“Sponsor Fee”: The feed paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement.

“Sponsor Indemnified Party”: The Sponsor and its shareholders, members, directors, officers, employees, affiliates and subsidiaries.

“Sponsor-paid Expense(s)”: Operating expenses assumed by the Sponsor including the Service Provider Fees, the Marketing Fee, fees to the Administrator, fees to the Dogecoin Custodian, fees to the Transfer Agent, fees to the Trustee, the fees and expenses related to any future listing, trading or quotation of the Shares on any listing exchange or quotation system (including legal, marketing and audit fees and expenses), ordinary course legal fees and expenses but not litigation-related expenses, audit fees, regulatory fees, including, if applicable, any fees relating to the registration of the Shares under the 1933 Act or Securities Exchange Act of 1934, as amended, printing and mailing costs, costs of maintaining the Sponsor’s website and applicable license fees.

“Support Services Agreement”: The support services agreement entered into between the Sponsor and the Service Provider on [●], 2025 pursuant to which the Service Provider has agreed to serve as the Trust’s service provider and provide assistance in the to the Trust and the Sponsor with certain functions and duties related to marketing, licensing, strategy, and related services.

“SVB”: Silicon Valley Bank.

“Trade Credit”: Dogecoin or cash the Trust may borrow the Lender on a short-term basis to avoid having to pre-fund the Trust’s Trading Balance.

“Trading Platform”: The Prime Broker’s execution platform.

“Transaction Parties”: The Sponsor, the Trustee, the Dogecoin Custodian or any of their respective affiliates.

“Transfer Agent”: [●].

“Trust”: 21Shares Dogecoin ETF.

“Trust Agreement”: Amended and Restated Trust Agreement of [●].

“Trustee”: [●], a [●].

“TWAP Period”: The 60 minutes leading up to 4:00 p.m. London time.

“U.S. Treasury Department”: U.S. Department of the Treasury.

“You”: The owner or holder of Shares.

21SHARES DOGECOIN ETF

SHARES

PROSPECTUS

[●], 2025

Until 25 calendar days after the date of this Prospectus, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a Prospectus. This is in addition to the dealers’ obligation to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.