What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-13 compared with 2026-02-20 · 175 added, 152 removed, 5 unchanged (98% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

information should be read in conjunction with the financial statements and notes included in Item 1 of Part I of this Form 10-Q.

Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such forward-looking statements involve risks and

uncertainties.

All statements (other than statements of historical fact) included in this Form 10-Q that address activities, events or

developments that may occur in the future, the Trust’s operations, the Sponsor’s plans and references to the Trust’s

future success and other similar matters are forward-looking statements.

Words such as “could,” “would,” “may,”

“expect,” “intend,” “estimate,” “predict,” and variations on such words or negatives

thereof, and similar expressions that reflect our current views with respect to future events and Trust performance, are intended to

identify such forward-looking statements.

These forward-looking statements are only predictions, subject to risks and uncertainties that

are difficult to predict and many of which are outside of our control, and actual results could differ materially from those discussed.

Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those

expressed therein.

We express our estimates, expectations, beliefs, and projections in good faith and believe them to have a reasonable

However, we make no assurances that management’s estimates, expectations, beliefs, or projections will be achieved or accomplished.

These forward-looking statements are based on assumptions about many important factors that could cause actual results to differ materially

from those in the forward-looking statements.

We do not intend to update any forward-looking statements even if new information becomes

available or other events occur in the future, except as required by the federal securities laws.

and Trust Overview

Trust is a Maryland statutory trust, formed on April 1, 2025 pursuant to the Maryland Statutory Trust Act (“MSTA”).

The Trust operates pursuant to an Amended and Restated Trust Agreement (the “Trust Agreement”).

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

This information should

be read in conjunction with the financial statements and notes included in Item 1 of Part I of this Form 10-Q.

This Form 10-Q contains

“forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act,

and such forward-looking statements involve risks and uncertainties.

All statements (other than statements of historical fact) included

in this Form 10-Q that address activities, events or developments that may occur in the future, the Trust’s operations, the Sponsor’s

plans and references to the Trust’s future success and other similar matters are forward-looking statements.

Words such as “could,”

“would,” “may,” “expect,” “intend,” “estimate,” “predict,” and

variations on such words or negatives thereof, and similar expressions that reflect our current views with respect to future events and

Trust performance, are intended to identify such forward-looking statements.

These forward-looking statements are only predictions, subject

to risks and uncertainties that are difficult to predict and many of which are outside of our control, and actual results could differ

materially from those discussed.

Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes

to differ materially from those expressed therein.

We express our estimates, expectations, beliefs, and projections in good faith and

believe them to have a reasonable basis.

However, we make no assurances that management’s estimates, expectations, beliefs, or projections

will be achieved or accomplished.

These forward-looking statements are based on assumptions about many important factors that could cause

actual results to differ materially from those in the forward-looking statements.

We do not intend to update any forward-looking statements

even if new information becomes available or other events occur in the future, except as required by the federal securities laws.

Organization and Trust Overview

The Trust is a Maryland statutory

trust, formed on April 1, 2025 pursuant to the MSTA.

The Trust operates pursuant to the Trust Agreement.

The Trust is not registered

as an investment company under the 1940 Act and is not a commodity pool for purposes of the CEA.

The Trust is managed and controlled

by the Sponsor.

The Sponsor is a limited liability company formed in the state of Delaware on June 16, 2021, and is a wholly owned subsidiary

of 21co Holdings Limited (formerly known as Amun Holdings Limited).

The ultimate parent company of 21co Holdings Limited is FalconX Holdings

Limited, a leading institutional digital asset prime brokerage.

The Sponsor is not subject to regulation by the CFTC as a commodity pool

operator with respect to the Trust, or a commodity trading advisor with respect to the Trust.

The Trust is an exchange-traded fund that

issues units of beneficial interest representing fractional undivided beneficial interests in its net assets that trade on the Exchange.

The Shares are listed for trading on the Exchange under the ticker symbol “TDOG”.

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 (the “Pricing Benchmark”), adjusted for the Trust’s expenses and other liabilities.

Pricing Benchmark is calculated by CF Benchmarks Ltd.

(the “Benchmark Provider”) based on an aggregation of executed

trade flow of major Dogecoin trading platforms (“Constituent Exchanges”).

as an investment company under the 1940 Act and is not a commodity pool for purposes of the Commodity Exchange Act.

The Trust is managed

and controlled by the Sponsor.

The Sponsor is a limited liability company formed in the state of Delaware on June 16, 2021, and is a wholly

owned subsidiary of 21co Holdings Limited.

The ultimate parent company of 21co Holdings Limited is FalconX.

The Sponsor is not subject

to regulation by the Commodity Futures Trading Commission as a commodity pool operator with respect to the Trust, or a commodity trading

advisor with respect to the Trust.

The Trust is an exchange-traded fund that issues common shares of beneficial interest representing

fractional undivided beneficial interests in its net assets that trade on the Exchange.

The Shares are listed for trading on the Exchange

under the ticker symbol “TDOG”.

The Trust’s investment

objective is to seek to track the performance of Dogecoin, as measured by the performance of the Pricing Benchmark, adjusted for the Trust’s

expenses and other liabilities.

CF Benchmarks Ltd.

is the administrator

for the Pricing Benchmark.

The Pricing Benchmark is designed to reflect the performance of Dogecoin in U.S.

In seeking to

achieve its investment objective, the Trust will hold Dogecoin and will value its Shares daily based on the Pricing Benchmark.

21Shares US LLC (the “Sponsor”) is the sponsor of the Trust, Wilmington Trust, N.A.

(the “Trustee”) is the

trustee of the Trust, and Coinbase Custody Trust Company, LLC (the “Coinbase Custodian”), Anchorage Digital Bank N.A.

(the “Anchorage Custodian”) and BitGo Bank & Trust, N.A., (the “BitGo Custodian” and together with the

Coinbase Custodian and the Anchorage Custodian, the “Dogecoin Custodians”) are the Dogecoin custodians for the Trust and

will hold all of the Trust’s Dogecoin on the Trust’s behalf (the custodial services agreements with each of the Dogecoin

Custodians are collectively referred to herein as the “Custodial Services Agreements”).

House of Doge Inc., the

corporate arm of the Dogecoin Foundation (the “Service Provider”), provides assistance to the Trust and the Sponsor with

certain functions and duties related to marketing, including marketing, licensing, strategy and related services.

The Trust holds

Dogecoin at the Dogecoin Custodians and values its Shares daily based on the Index.

The Trust is a passive investment vehicle and is

not a leveraged product.

The Sponsor does not actively manage the Dogecoin held by the Trust.

of December 31, 2025, the Constituent Exchanges included in the Pricing Benchmark that is utilized by the Trust are Coinbase, Gemini,

Kraken, Bitstamp, and Crypto.com.

Gemini’s headquarters are located in New York, New York, and Gemini is registered as a money

services business with FinCEN and holds state licenses to engage in money transmission, or the state equivalent, in applicable U.S.

Coinbase operates as a remote-first company and has no physical headquarters, and is registered as a money services business with FinCEN,

and holds licenses to engage in money transmission, or the state equivalent, in the majority of U.S.

Kraken’s headquarters

are located in San Francisco, California, and is registered as a money services business with FinCEN and holds licenses to engage in

money transmission, or the state equivalent, in the majority of U.S.

Bitstamp is a U.K.-based exchange registered as an MSB with

FinCEN and licensed as a virtual currency business under the NYDFS BitLicense as well as money transmitter in various U.S.

is a Singapore-based trading platform with a Digital Token License from the Monetary Authority of Singapore.

Crypto.com is also registered

as a Money Services Business with FinCEN.

Trust issues Shares only in Creation Baskets of 10,000 or multiples thereof.

Creation Baskets are issued and redeemed in exchange for

Individual Shares will not be redeemed by the Trust but are listed and traded on the Exchange under the ticker symbol “TDOG”.

The Trust issues Shares in Creation Baskets on a continuous basis at the applicable NAV per Share on the creation order date.

The Trust pays the unitary Sponsor Fee of 0.50% of the Trust’s

The Sponsor Fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement.

Fee accrues daily and is payable in Dogecoin weekly in arrears.

The Administrator calculates the Sponsor Fee on a daily basis by applying

a 0.50% annualized rate to the Trust’s NAV, and the amount of Dogecoin payable in respect of each daily accrual is determined

by reference to the Index.

Trust is an “emerging growth company” as that term is used in the Securities Act, and, as such, the Trust may elect to comply

with certain reduced public company reporting requirements.

of Net Asset Value

NAV of the Trust is used by the Trust in its day-to-day operations to measure the net value of the Trust’s assets.

The NAV is calculated

on each day other than a day when the Exchange is closed for regular trading (a “Business Day”) and is equal to the aggregate

value of the Trust’s assets less its liabilities based on the Index price.

In determining the NAV of the Trust on any Business

Day, the Administrator calculates the price of the Dogecoin held by the Trust as of 4:00 p.m.

is the Pricing Benchmark Provider.

The Pricing Benchmark is designed to reflect the

performance of Dogecoin in U.S.

In seeking to achieve its investment objective, the Trust holds Dogecoin at its Custodians and

values its Shares daily based on the Pricing Benchmark.

The Trust is a passive investment vehicle and is not a leveraged product.

Sponsor does not actively manage the Dogecoin held by the Trust.

The Trust issues Shares only

in Creation Baskets of 10,000 or multiples thereof.

Creation Baskets are issued and redeemed in exchange for cash.

Individual Shares will

not be redeemed by the Trust but are listed and traded on the Exchange under the ticker symbol “TDOG”.

The Trust issues Shares

in Creation Baskets on a continuous basis at the applicable NAV per Share on the creation order date.

The Trust pays the unitary

Sponsor fee of 0.50% of the Trust’s NAV (the “Sponsor Fee”).

The Sponsor Fee is paid by the Trust to the Sponsor as

compensation for services performed under the Trust Agreement.

The Sponsor Fee accrues daily and is payable in Dogecoin weekly in arrears.

The Administrator calculates the Sponsor Fee on a daily basis by applying a 0.50% annualized rate to the Trust’s NAV, and the amount

of Dogecoin payable in respect of each daily accrual is determined by reference to the Pricing Benchmark.

The Sponsor has agreed to pay

all operating expenses (except for litigation expenses and other extraordinary expenses) out of the Sponsor Fee.

The Trust is an “emerging

growth company” as that term is used in the Securities Act, and, as such, the Trust may elect to comply with certain reduced public

company reporting requirements.

Computation of NAV

The NAV of the Trust is used

by the Trust in its day-to-day operations to measure the net value of the Trust’s assets.

The NAV is calculated on each day other

than a day when the Exchange is closed for regular trading (a “Business Day”) and is equal to the aggregate value of the Trust’s

assets less its liabilities based on the Pricing Benchmark price.

In determining the NAV of the Trust on any Business Day, the Administrator

calculates the price of the Dogecoin held by the Trust as of 4:00 p.m.

ET on such day.

The Administrator also

calculates the “NAV per Share” of the Trust, which equals the NAV of the Trust divided by the number of outstanding Shares.

addition to calculating NAV and NAV per Share, for purposes of the Trust’s financial statements, the Trust determines the Principal

Market NAV and Principal Market NAV per Share on each valuation date for such financial statements.

The determination of the Principal

Market NAV and Principal Market NAV per Share is identical to the calculation of NAV and NAV per Share, respectively, except that the

value of Dogecoin is determined using the fair value of Dogecoin based on the price in the Dogecoin market that the Trust considers its

“principal market” as of 4:00 p.m.

The Administrator also calculates the “NAV

per Share” of the Trust, which equals the NAV of the Trust divided by the number of outstanding Shares.

In addition to calculating

NAV and NAV per Share, for purposes of the Trust’s financial statements, the Trust determines the net asset value of the Trust determined

on a GAAP basis (the “Principal Market NAV”) and net asset value of the Trust per Share determined on a GAAP basis (the “Principal

Market NAV per Share”) on each valuation date for such financial statements.

The determination of the Principal Market NAV and Principal

Market NAV per Share is identical to the calculation of NAV and NAV per Share, respectively, except that the value of Dogecoin is determined

using the fair value of Dogecoin based on the price in the Dogecoin market that the Trust considers its “principal market”

as of 4:00 p.m.

ET on the valuation date, rather than using the Pricing Benchmark.

NAV and NAV per Share are not measures calculated in accordance with

GAAP and are not intended as substitutes for Principal Market and Principal Market NAV per Share, respectively.

Accounting Estimates

financial statements and accompanying notes are prepared in accordance with GAAP.

The preparation of these financial statements relies

on estimates and assumptions that impact the Trust’s financial position and results of operations.

These estimates and assumptions

affect the Trust’s application of accounting policies.

NAV and NAV per Share are

not measures calculated in accordance with GAAP and are not intended as substitutes for Principal Market and Principal Market NAV per

Share, respectively.

Critical Accounting Estimates

The financial statements and

accompanying notes are prepared in accordance with GAAP.

The preparation of these financial statements relies on estimates and assumptions

that impact the Trust’s financial position and results of operations.

These estimates and assumptions affect the Trust’s application

of accounting policies.

Below is a summary of accounting policies on cash and investment valuation.

There were no material estimates involving a significant level of estimation uncertainty that had or are reasonably likely to have had

a material impact on the Trust’s financial condition used in the preparation of the financial statements.

In addition, please refer

to Note 2 to the Financial Statements included in this report for further discussion of the Trust’s accounting policies.

includes non-interest bearing, non-restricted cash maintained with one financial institution that does not exceed U.S.

federally insured

Trust’s policy is to value investments held at fair value.

The Trust follows the provisions of ASC 820, Fair Value Measurements

ASC 820 provides guidance for determining fair value and requires increased disclosure regarding the inputs

to valuation techniques used to measure fair value.

ASC 820 determines fair value to be the price that would be received for Dogecoin

in a current sale, which assumes an exit price resulting from an orderly transaction between market participants on the measurement date.

ASC 820-10 requires the assumption that Dogecoin is sold in its principal market to market participants (or in the absence of a principal

market, the most advantageous market).

Trust utilizes an exchange traded price from the Trust’s principal market for Dogecoin as of 4:00 p.m.

ET on the Trust’s

financial statement measurement date.

and Capital Resources

The Trust is not aware of any trends, demands, commitments, events,

or uncertainties that are reasonably likely to result in material changes to its liquidity needs.

The Trust’s only ordinary recurring

expense is expected to be the fee paid to the Sponsor at an annual rate of 0.50% of the Trust’s total NAV.

In exchange for the Sponsor

Fee, the Sponsor has agreed to assume the ordinary fees and expenses incurred by the Trust, including but not limited to the following:

fees charged by the Service Provider, the Administrator, the Custodians, the Transfer Agent and the Trustee, the Marketing Fee, the Exchange’s

listing fees, typical maintenance and transaction fees of the DTC, SEC registration fees, printing and mailing costs, website fees, tax

reporting fees, audit fees, license fees and expenses, up to $100,000 per annum in ordinary legal fees and expenses.

The Sponsor bears

expenses in connection with the Trust’s organization and initial offering costs.

Sponsor is not required to pay any extraordinary or non-routine expenses.

Extraordinary expenses are fees and expenses which are unexpected

or unusual in nature, such as legal claims and liabilities and litigation costs or indemnification or other unanticipated expenses.

Extraordinary

fees and expenses also include material expenses which are not currently anticipated obligations of the Trust.

The Trust will be responsible

for the payment of such expenses to the extent any such expenses are incurred.

Routine operational, administrative, and other ordinary

expenses are not deemed extraordinary expenses.

The Trust will sell Dogecoin on an as-needed basis to pay the Sponsor’s fee.

Sheet Arrangements

Trust does not have any off-balance sheet arrangements.

There were no material estimates involving

a significant level of estimation uncertainty that had or are reasonably likely to have had a material impact on the Trust’s financial

condition used in the preparation of the financial statements.

In addition, please refer to Note 2 to the Financial Statements included

in this report for further discussion of the Trust’s accounting policies.

Cash includes non-interest

bearing, non-restricted cash maintained with one financial institution that does not exceed U.S.

federally insured limits.

Investment Valuation

The Trust’s policy is

to value investments held at fair value.

The Trust follows the provisions of ASC 820, Fair Value Measurements (“ASC 820”).

ASC 820 provides guidance for determining fair value and requires increased disclosure regarding the inputs to valuation techniques used

to measure fair value.

ASC 820 determines fair value to be the price that would be received for Dogecoin in a current sale, which assumes

an exit price resulting from an orderly transaction between market participants on the measurement date.

ASC 820-10 requires the assumption

that Dogecoin is sold in its principal market to market participants (or in the absence of a principal market, the most advantageous market).

The Trust utilizes an exchange

traded price from the Trust’s principal market for Dogecoin as of 4:00 p.m.

ET on the Trust’s financial statement measurement

Results of Operations

For the Three Months Ended March 31, 2026*

Because the Trust had no investment operations

prior to January 21, 2026 (the Seed Capital Purchase Date), the results of operations for the three months ended March 31, 2026 and the

six months ended March 31, 2026 are identical and are discussed together below.

For the Six Months ended on March 31, 2026*

Although the six-month period covered by this report runs from October 1, 2025 through March 31, 2026, the Trust had no investment operations

prior to January 21, 2026, and accordingly, the results of operations reflect activity from January 21, 2026 through March 31, 2026.

Trust’s NAV increased from 1,539,463 on January 21, 2026 to 1,855,458 on March 31, 2026, a 20.53% increase.

The increase in the

Trust's NAV resulted primarily from an increase in outstanding shares, which increased from 60,000 Shares on January 21, 2026 to 100,000

Shares on March 31,2026, as a result of 40,000 Shares being created.

The increase in the Trust’s NAV was partially offset by a 25.84%

decrease in the price of Dogecoin, which decreased from $0.12 on January 21, 2026 to $0.09 on March 31, 2026.

Net decrease in net assets

resulting from operations for both periods was $(636,693), resulting from a net change in unrealized depreciation on investment in Dogecoin

of $(634,598), a net realized loss of $(507) from Dogecoin sold to pay the Sponsor Fee, and a net investment loss of $(1,735), partially

offset by a net change in unrealized appreciation on Sponsor Fee payable of $147.

Other than the Sponsor Fee of $1,735, the Trust had

no expenses during the period.

* No prior comparative period is presented as the Trust had no

investment operations during the three and six months ended March 31, 2025.

Liquidity and Capital Resources

The Trust is not aware of

any trends, demands, commitments, events, or uncertainties that are reasonably likely to result in material changes to its liquidity needs.

The Trust’s only ordinary recurring expense is the fee paid to the Sponsor at an annual rate of 0.50% of the Trust’s NAV.

In exchange for the Sponsor Fee, the Sponsor has agreed to assume the ordinary fees and expenses incurred by the Trust, including but

not limited to the following:

fees charged by the Service Provider, the Administrator, the Custodians, the Transfer Agent and the Trustee,

the Marketing Fee, the Exchange’s listing fees, typical maintenance and transaction fees of the Depository Trust Company (“DTC”),

SEC registration fees, printing and mailing costs, website fees, tax reporting fees, audit fees, license fees and expenses, up to $100,000

per annum in ordinary legal fees and expenses.

The Sponsor bears expenses in connection with the Trust’s organization and initial

offering costs.

The Sponsor is not required

to pay any extraordinary or non-routine expenses.

Extraordinary expenses are fees and expenses which are unexpected or unusual in nature,

such as legal claims and liabilities and litigation costs or indemnification or other unanticipated expenses.

Extraordinary fees and expenses

also include material expenses which are not currently anticipated obligations of the Trust.

The Trust will be responsible for the payment

of such expenses to the extent any such expenses are incurred.

Routine operational, administrative, and other ordinary expenses are not

deemed extraordinary expenses.

The Trust will sell Dogecoin on an as-needed basis to pay the Sponsor Fee.

Off-Balance Sheet Arrangements

The Trust does not have any

off-balance sheet arrangements.

Quantitative and Qualitative Disclosures

about Market Risks

The Trust is a smaller

reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information otherwise

required under this item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis