[Federal Register Volume 90, Number 33 (Thursday, February 20, 2025)]
[Notices]
[Pages 9985-10001]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-02820]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-102416; File No. SR-NYSEARCA-2025-09]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change, as Modified by Amendment No. 1, To List and
Trade Shares of the Grayscale Dogecoin Trust Under NYSE Arca Rule
8.201-E (Commodity-Based Trust Shares)
February 13, 2025.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that, on January 31, 2025, NYSE Arca, Inc. (``NYSE Arca'' or the
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') a proposed rule change to list and trade shares of the
Grayscale Dogecoin Trust under NYSE Arca Rule 8.201-E (Commodity-Based
Trust Shares). On February 10, 2025, the Exchange filed Amendment No. 1
to the proposed rule change, which replaced and superseded the original
filing in its entirety. The proposed rule change, as modified by
Amendment No. 1, is described in Items I, II, and III below, which
Items have been prepared by the Exchange. The Commission is publishing
this notice to solicit comments on the proposed rule change, as
modified by Amendment No. 1, from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change, as Modified by Amendment No. 1
The Exchange proposes to list and trade shares of the following
under NYSE Arca Rule 8.201-E: Grayscale Dogecoin Trust (DOGE) (the
``Trust''). This Amendment No. 1 to SR-NYSEARCA-2025-09 replaces SR-
NYSEARCA-2025-09 as originally filed and supersedes such filing in its
entirety. The proposed rule change is available on the Exchange's
website at www.nyse.com, at the principal office of the Exchange, and
at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change, as Modified by Amendment
No. 1
In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
Under NYSE Arca Rule 8.201-E, the Exchange may propose to list and/
or trade pursuant to unlisted trading privileges ``Commodity-Based
Trust Shares.'' \4\ The Exchange proposes to list and trade shares
(``Shares'') \5\ of the Trust pursuant to NYSE Arca Rule 8.201-E.\6\
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\4\ Commodity-Based Trust Shares are securities issued by a
trust that represent investors' discrete identifiable and undivided
beneficial ownership interest in the commodities deposited into the
Trust.
\5\ The Shares are expected to be listed under the ticker symbol
``GDOG.''
\6\ The descriptions of the Trust, the Shares, and DOGE
contained herein are based, in part, on the Trust's prospectus
(``Prospectus'').
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The sponsors of the Trust are Grayscale Operating, LLC and
Grayscale Investments Sponsors, LLC (each, a ``Sponsor'' and,
collectively, the ``Sponsors''),\7\ each a Delaware limited liability
company. The Sponsors are indirect wholly owned subsidiaries of Digital
Currency Group, Inc. (``Digital Currency Group''). The trustee for the
Trust is Delaware Trust Company (``Trustee''). The custodian for the
Trust is Coinbase Custody Trust Company, LLC (``Custodian'').\8\ The
administrator and transfer agent of the Trust is expected to be BNY
Mellon Asset Servicing, a division of The Bank of New York Mellon (the
``Transfer Agent''). The distribution and marketing
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agent for the Trust is expected to be Foreside Fund Services, LLC (the
``Marketing Agent''). The index provider for the Trust is CoinDesk
Indices, Inc. (the ``Index Provider'').
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\7\ As of May 3, 2025, Grayscale Operating, LLC will cease to
act as Sponsor of the Trust and Grayscale Investments Sponsors, LLC
will be sole Sponsor of the Trust.
\8\ According to the Memorandum, Digital Currency Group owns a
minority interest in Coinbase, Inc., which is the parent company of
the Custodian, representing less than 1.0% of its equity.
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The Trust is a Delaware statutory trust formed on January 27, 2021
that operates pursuant to a trust agreement between the Sponsor and the
Trustee (``Trust Agreement''). The Trust has no fixed termination date.
Operation of the Trust
According to the Confidential Private Placement Memorandum (the
``Memorandum''), as will be described in the Prospectus, the Trust's
assets consist solely of DOGE.\9\
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\9\ The Trust may from time to time come into possession of
Incidental Rights and/or IR Virtual Currency by virtue of its
ownership of DOGE, generally through a fork in the Dogecoin
Blockchain, an airdrop offered to holders of DOGE or other similar
event. ``Incidental Rights'' are 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 DOGE and arise without any action of the Trust, or of the Sponsor
or Trustee on behalf of the Trust. ``IR Virtual Currency'' is any
virtual currency tokens, or other asset or right, acquired by the
Trust through the exercise (subject to the applicable provisions of
the Trust Agreement) of any Incidental Right. Although the Trust is
permitted to take certain actions with respect to Incidental Rights
and IR Virtual Currency in accordance with its Trust Agreement, at
this time the Trust will prospectively irrevocably abandon any
Incidental Rights and IR Virtual Currency. In the event the Trust
seeks to change this position, the Exchange would file a subsequent
proposed rule change with the Commission.
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Each Share represents a proportional interest, based on the total
number of Shares outstanding, in the Trust's assets as determined by
reference to the Index Price,\10\ less the Trust's expenses and other
liabilities (which include accrued but unpaid fees and expenses). The
Sponsor expects that the market price of the Shares will fluctuate over
time in response to the market prices of DOGE. In addition, because the
Shares reflect the estimated accrued but unpaid expenses of the Trust,
the number of DOGE represented by a Share will gradually decrease over
time as the Trust's DOGE are used to pay the Trust's expenses.
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\10\ The ``Index Price'' means the U.S. dollar value of a DOGE
derived from the Digital Asset Trading Platforms (as defined below)
that are reflected in the CoinDesk Dogecoin Price Index (DCX) (the
``Index''), calculated at 4:00 p.m., New York time, on each business
day. For purposes of the Trust Agreement, the term Dogecoin Index
Price has the same meaning as the Index Price as defined herein.
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The activities of the Trust are limited to (i) issuing ``Baskets''
(as defined below) in exchange for DOGE transferred to the Trust as
consideration in connection with creations, (ii) transferring or
selling DOGE as necessary to cover the ``Sponsor's Fee'' \11\ and/or
certain Trust expenses, (iii) transferring DOGE in exchange for Baskets
surrendered for redemption (subject to obtaining regulatory approval
from the Commission and approval of the Sponsor), (iv) causing the
Sponsor to sell DOGE on the termination of the Trust, and (v) engaging
in all administrative and security procedures necessary to accomplish
such activities in accordance with the provisions of the Trust
Agreement, the Custodian Agreement, the Index License Agreement, and
the Participant Agreements (each as defined below).
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\11\ The Sponsor's Fee means a fee, payable in DOGE, which
accrues daily in U.S. dollars at an annual rate of currently 2.5%,
but which will be lowered in connection with the Trust becoming an
ETP, of the NAV Fee Basis Amount of the Trust as of 4:00 p.m., New
York time, on each day, provided that for a day that is not a
business day, the calculation of the Sponsor's Fee will be based on
the NAV Fee Basis Amount from the most recent business day, reduced
by the accrued and unpaid Sponsor's Fee for such most recent
business day and for each day after such most recent business day
and prior to the relevant calculation date. The ``NAV Fee Basis
Amount'' is calculated in the manner set forth under ``Valuation of
DOGE and Determination of NAV'' below.
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The Trust will not be actively managed. It will not engage in any
activities designed to obtain a profit from, or to ameliorate losses
caused by, changes in the market prices of DOGE.
The Trust is not a registered investment company under the
Investment Company Act and the Sponsors believe that the Trust is not
required to register under the Investment Company Act.
Investment Objective
According to the Memorandum, and as further described below, the
Trust's investment objective is for the value of the Shares (based on
DOGE per Share) to reflect the value of the DOGE held by the Trust,
determined by reference to the Index Price, less the Trust's expenses
and other liabilities. While an investment in the Shares is not a
direct investment in DOGE, the Shares are designed to provide investors
with a cost-effective and convenient way to gain investment exposure to
DOGE. Generally speaking, a substantial direct investment in DOGE may
require expensive and sometimes complicated arrangements in connection
with the acquisition, security and safekeeping of the DOGE and may
involve the payment of substantial fees to acquire such DOGE from
third-party facilitators through cash payments of U.S. dollars. Because
the value of the Shares is correlated with the value of DOGE held by
the Trust, it is important to understand the investment attributes of,
and the market for, DOGE.
The Trust uses the Index Price to calculate its ``NAV,'' \12\ which
is the aggregate value, expressed in U.S. dollars, of the Trust's
assets (other than U.S. dollars or other fiat currency), less the U.S.
dollar value of the Trust's expenses and other liabilities calculated
in the manner set forth under ``Valuation of DOGE and Determination of
NAV.'' ``NAV per Share'' is calculated by dividing NAV by the number of
Shares then outstanding.
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\12\ While ``NAV'' is used in this filing, the Trust Agreement
utilizes ``Digital Asset Holdings.''
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Valuation of DOGE and Determination of NAV
The following is a description of the material terms of the Trust
Agreement as they relate to valuation of the Trust's DOGE and the NAV
calculations.
On each business day at 4:00 p.m., New York time, or as soon
thereafter as practicable (the ``Evaluation Time''), the Sponsor will
evaluate the DOGE held by the Trust and calculate and publish the NAV
of the Trust. To calculate the NAV, the Sponsor will:
1. Determine the Index Price as of such business day.
2. Multiply the Index Price by the Trust's aggregate number of DOGE
owned by the Trust as of 4:00 p.m., New York time, on the immediately
preceding day, less the aggregate number of DOGE payable as the accrued
and unpaid Sponsor's Fee as of 4:00 p.m., New York time, on the
immediately preceding day.
3. Add the U.S. dollar value of DOGE, calculated using the Index
Price, receivable under pending creation orders, if any, determined by
multiplying the number of the Baskets represented by such creation
orders by the Basket Amount and then multiplying such product by the
Index Price.\13\
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\13\ ``Baskets'' and ``Basket Amount'' have the meanings set
forth in ``Creation and Redemption of Shares'' below.
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4. Subtract the U.S. dollar amount of accrued and unpaid Additional
Trust Expenses, if any.\14\
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\14\ A ``Digital Asset Market'' is a ``Brokered Market,''
``Dealer Market,'' ``Principal-to-Principal Market'' or ``Exchange
Market,'' as each such term is defined in the Financial Accounting
Standards Board Accounting Standards Codification Master Glossary.
The ``Digital Asset Trading Platform Market'' is the global trading
platform market for the trading of DOGE, which consists of
transactions on electronic Digital Asset Trading Platforms. A
``Digital Asset Trading Platform'' is an electronic marketplace
where trading participants may trade, buy and sell DOGE based on
bid-ask trading. The largest Digital Asset Trading Platforms are
online and typically trade on a 24-hour basis, publishing
transaction price and volume data.
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5. Subtract the U.S. dollar value of the DOGE, calculated using the
Index Price,
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to be distributed under pending redemption orders, if any, determined
by multiplying the number of Baskets to be redeemed represented by such
redemption orders by the Basket Amount and then multiplying such
product by the Index Price (the amount derived from steps 1 through 5
above, the ``NAV Fee Basis Amount'').
6. Subtract the U.S. dollar amount of the Sponsor's Fee that
accrues for such business day, as calculated based on the NAV Fee Basis
Amount for such business day.
In the event that the Sponsor determines that the primary
methodology used to determine the Index Price is not an appropriate
basis for valuation of the Trust's DOGE, the Sponsor will utilize the
cascading set of rules as described in ``Determination of the Index
Price When Index Price is Unavailable'' below.
DOGE and the DOGE Network \15\
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\15\ The description of DOGE and the Dogecoin Network in this
section was provided by the Sponsor and is based on the Memorandum.
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According to the Memorandum, Dogecoin, or DOGE, is a digital asset
that is created and transmitted through the operations of the peer-to-
peer Dogecoin Network, a decentralized network of computers that
operates on cryptographic protocols. No single entity owns or operates
the Dogecoin Network, the infrastructure of which is collectively
maintained by a decentralized user base. The Dogecoin Network allows
people to exchange tokens of value, called DOGE, which are recorded on
a public transaction ledger known as a blockchain. DOGE can be used to
pay for goods and services, including computational power on the
Dogecoin Network, or it can be converted to fiat currencies, such as
the U.S. dollar, at rates determined on Digital Asset Trading Platforms
or in individual end-user-to-end-user transactions under a barter
system.
The Dogecoin protocol is a clone of the Litecoin protocol which, in
turn, is a clone of the Bitcoin protocol. The Dogecoin Network was
created in late 2013 by Jackson Palmer, an Adobe employee, and Billy
Markus, an IBM employee, who thought the crypto-asset industry had
become too serious and established an alternative crypto-asset as a
joke based off the popular ``Doge'' internet meme featuring a Japanese
female Shiba Inu dog called ``Kabosu.'' Since then, the number of core
contributors to the Dogecoin Network has grown to over 40. Over 2,500
merchants and retailers accept DOGE for goods and services, including
the Dallas Mavericks and AMC, and DOGE has been donated for various
charitable purposes, including to build a well in Kenya. Further, DOGE
has been used as a means for social media users to tip other users, as
a medium of exchange to purchase tickets for some National Basketball
Association games, and as a means of payment to launch a satellite to
the moon via SpaceX. Ultimately, the Dogecoin protocol shares many
similarities with the Litecoin and Bitcoin protocols, with the Dogecoin
protocol and Litecoin protocol sharing the same hashing algorithm.
Although the Dogecoin protocol is very similar to the Litecoin and
Bitcoin protocols, there are several key differences between the
Dogecoin protocol and the Bitcoin and Litecoin protocols. These
differences include a block generation time of approximately one minute
for the Dogecoin protocol as compared to two and a half minutes for the
Litecoin protocol and ten minutes for the Bitcoin protocol, and no cap
on the number of DOGE tokens that will be created, as compared to caps
of 84 million for LTC and 21 million for BTC. As a result of these
differences, transactions using the Dogecoin Network occur
significantly faster than transactions using the Litecoin and Bitcoin
Networks and at a lower cost. The Dogecoin and Litecoin protocols also
implemented ``crypt,'' a distinct hashing algorithm different from the
Bitcoin protocol's SHA-256 hashing algorithm.
The Dogecoin Network is decentralized and does not require
governmental authorities or financial institution intermediaries to
create, transmit or determine the value of DOGE. Rather, DOGE is
created and allocated by the Dogecoin Network protocol through a
``mining'' process. The value of DOGE is determined by the supply of
and demand for DOGE on the Digital Asset Trading Platforms or in
private end-user-to-end-user transactions.
Similar to the Bitcoin and Litecoin Networks, the Dogecoin Network
operates on a proof-of-work model. New DOGE is created and awarded to
the miners of a block in the Dogecoin Blockchain for verifying
transactions. The Dogecoin Blockchain is effectively a decentralized
database that includes all blocks that have been mined by miners and it
is updated to include new blocks as they are solved. Each DOGE
transaction is broadcast to the Dogecoin Network and, when included in
a block, recorded in the Dogecoin Blockchain. As each new block records
outstanding DOGE transactions, and outstanding transactions are settled
and validated through such recording, the Dogecoin Blockchain
represents a complete, transparent and unbroken history of all
transactions of the Dogecoin Network. For further details, see
``Overview of Dogecoin--Creation of New DOGE'' below. While the
Dogecoin Network initially had a random mining reward schedule where
mining rewards would change every 69 days, the core developers have
since implemented a flat miner reward of 10,000 DOGE per block that is
expected to remain for the foreseeable future. As of December 31, 2024,
approximately 147.4 billion DOGE were outstanding.
Similar to Bitcoin and Litecoin, DOGE can be used to pay for goods
and services or can be converted to fiat currencies, such as the U.S.
dollar, at rates determined on Digital Asset Trading Platforms or in
individual end-user-to-end-user transactions under a barter system.
Additionally, DOGE is used to pay for transaction fees to miners for
verifying transactions on the Dogecoin Network.
Overview of the Dogecoin Network's Operations
In order to own, transfer or use DOGE directly on the Dogecoin
Network (as opposed to through an intermediary, such as a custodian), a
person generally must have internet access to connect to the Dogecoin
Network. DOGE transactions may be made directly between end-users
without the need for a third-party intermediary. To prevent the
possibility of double-spending DOGE, a user must notify the Dogecoin
Network of the transaction by broadcasting the transaction data to its
network peers. The Dogecoin Network provides confirmation against
double-spending by memorializing every transaction in the Dogecoin
Blockchain, which is publicly accessible and transparent. This
memorialization and verification against double-spending is
accomplished through the Dogecoin Network mining process, which adds
``blocks'' of data, including recent transaction information, to the
Dogecoin Blockchain.
Brief Description of DOGE Transfers
Prior to engaging in DOGE transactions directly on the Dogecoin
Network, a user generally must first install on its computer or mobile
device a Dogecoin Network software program that will allow the user to
generate a private and public key pair associated with a DOGE address,
commonly referred to as a ``wallet.'' The Dogecoin Network software
program and the DOGE address also enable the user to connect to the
Dogecoin Network and
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transfer DOGE to, and receive DOGE from, other users.
Each Dogecoin Network address, or wallet, is associated with a
unique ``public key'' and ``private key'' pair. To receive DOGE, the
DOGE recipient must provide its public key to the party initiating the
transfer. This activity is analogous to a recipient for a transaction
in U.S. dollars providing a routing address in wire instructions to the
payor so that cash may be wired to the recipient's account. The payor
approves the transfer to the address provided by the recipient by
``signing'' a transaction that consists of the recipient's public key
with the private key of the address from where the payor is
transferring the DOGE. The recipient, however, does not make public or
provide to the sender its related private key.
Neither the recipient nor the sender reveal their private keys in a
transaction, because the private key authorizes transfer of the funds
in that address to other users. Therefore, if a user loses his private
key, the user may permanently lose access to the DOGE contained in the
associated address. Likewise, DOGE is irretrievably lost if the private
key associated with them is deleted and no backup has been made. When
sending DOGE, a user's Dogecoin Network software program must validate
the transaction with the associated private key. In addition, since
every computation on the Dogecoin Network requires processing power,
there is a transaction fee involved with the transfer that is paid by
the payor. The resulting digitally validated transaction is sent by the
user's Dogecoin Network software program to the Dogecoin Network miners
to allow transaction confirmation.
As discussed in greater detail below in ``Creation of New DOGE,''
Dogecoin Network miners record and confirm transactions when they mine
and add blocks of information to the Dogecoin Blockchain. When a miner
mines a block, it creates that block, which includes data relating to
(i) newly submitted and accepted transactions; (ii) a reference to the
prior block in the Dogecoin Blockchain; and (iii) the satisfaction of
the consensus mechanism to mine the block. The miner becomes aware of
outstanding, unrecorded transactions through the data packet
transmission and distribution discussed above.
Upon the addition of a block included in the Dogecoin Blockchain,
the Dogecoin Network software program of both the spending party and
the receiving party will show confirmation of the transaction on the
Dogecoin Blockchain and reflect an adjustment to the DOGE balance in
each party's Dogecoin Network public key, completing the DOGE
transaction. Once a transaction is confirmed on the Dogecoin
Blockchain, it is irreversible.
Some DOGE transactions are conducted ``off-blockchain'' and are
therefore not recorded in the Dogecoin Blockchain. Some ``off-
blockchain'' transactions involve the transfer of control over, or
ownership of, a specific digital wallet holding DOGE or the
reallocation of ownership of certain DOGE in a pooled-ownership digital
wallet, such as a digital wallet owned by a Digital Asset Trading
Platform. In contrast to on-blockchain transactions, which are publicly
recorded on the Dogecoin Blockchain, information and data regarding
off-blockchain transactions are generally not publicly available.
Therefore, off-blockchain transactions are not truly DOGE transactions
in that they do not involve the transfer of transaction data on the
Dogecoin Network and do not reflect a movement of DOGE between
addresses recorded in the Dogecoin Blockchain. For these reasons, off-
blockchain transactions are subject to risks as any such transfer of
DOGE ownership is not protected by the protocol behind the Dogecoin
Network or recorded in, and validated through, the blockchain
mechanism.
Creation of New DOGE
Initial Creation of DOGE
The initial creation of DOGE was in 2013 connection with a clone of
the Litecoin protocol, which in turn is a clone of the Bitcoin
protocol. All additional DOGE have been created through the mining
process.
Mining Process
The Dogecoin Network is kept running by computers all over the
world. In order to incentivize those who incur the computational costs
of securing the network by validating transactions, there is a reward
that is given to the computer that was able to create the latest block
on the chain. Every minute, on average, a new block is added to the
Dogecoin Blockchain with the latest transactions processed by the
network, and the computer that generated this block is currently
awarded 10,000 DOGE. Due to the nature of the algorithm for block
generation, this process (generating a ``proof-of-work'') is guaranteed
to be random. Over time, rewards are expected to be proportionate to
the computational power of each machine.
The process by which DOGE is ``mined'' results in new blocks being
added to the Dogecoin Blockchain and new DOGE tokens being issued to
the miners. Computers on the Dogecoin Network engage in a set of
prescribed complex mathematical calculations in order to add a block to
the Dogecoin Blockchain and thereby confirm DOGE transactions included
in that block's data.
To begin mining, a user can download and run Dogecoin Network
mining software, which turns the user's computer into a ``node'' on the
Dogecoin Network that validates blocks. Each block contains the details
of some or all of the most recent transactions that are not
memorialized in prior blocks, as well as a record of the award of DOGE
to the miner who added the new block. Each unique block can be solved
and added to the Dogecoin Blockchain by only one miner. Therefore, all
individual miners and mining pools on the Dogecoin Network are engaged
in a competitive process of constantly increasing their computing power
to improve their likelihood of solving for new blocks. As more miners
join the Dogecoin Network and its processing power increases, the
Dogecoin Network adjusts the complexity of the block-solving equation
to maintain a predetermined pace of adding a new block to the Dogecoin
Blockchain approximately every minute. A miner's proposed block is
added to the Dogecoin Blockchain once a majority of the nodes on the
Dogecoin Network confirms the miner's work. Miners that are successful
in adding a block to the Dogecoin Blockchain are automatically awarded
DOGE for their effort and may also receive transaction fees paid by
transferors whose transactions are recorded in the block. This reward
system is the method by which new DOGE enter into circulation to the
public.
The Dogecoin Network is designed in such a way that the reward for
adding new blocks to the Dogecoin Blockchain remains static over time.
Limits on DOGE Supply
The Dogecoin Network is structured so that there is no limit on the
amount of DOGE to be created, which are mined over time with the
creation of each new block. The supply of new DOGE is mathematically
controlled so that the number of DOGE grows at a limited rate pursuant
to a fixed schedule. Approximately 5.2 billion DOGE are created each
year.
As of December 31, 2024, approximately 147.4 billion DOGE were
outstanding.
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Based on publicly available data, as of the date hereof, such DOGE
are distributed across approximately 1.8 million wallets, with the top
100 largest wallets holding approximately 65% of the circulating
supply.\16\ These wallets may be owned by exchanges, custodians or
other omnibus accounts and therefore may represent many
individuals.\17\
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\16\ See BitInfoCharts, ``Dogecoin Rich List,'' available at
https://bitinfocharts.com/top-100-richest-dogecoin-addresses.html.
\17\ See Doge.com ``Much Go Back--A whale holds nearly 30% of
Dogecoin supply! Is this true?'' (Noting that a ``common source of
FUD surrounding Dogecoin is the claim that certain wallets holding a
large percentage of the supply are owned by private investors or so-
called ``whales''. In reality, many of the top Dogecoin wallets are
cold wallets or hot wallets controlled by exchanges and brokers, and
they thus represent Dogecoin held in custody for thousands--or
hundreds of thousands, even--of people.''). Available at https://dogecoin.com/dogepedia/faq/dogecoin-whale-wallets/.
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As discussed above, DOGE is used within the Dogecoin Network to pay
gas fees and reward miners for their work securing the Dogecoin Network
blockchain. According to the directory linked on the official DOGE
website, over 2,500 merchants and retailers now accept DOGE. For
example, from 2014 to as late as 2021, Twitch, a live-streaming
platform, accepted DOGE as payment for their subscription services. In
February 2024, Twitch began accepting DOGE for their Turbo
Subscriptions.\18\ In March 2021, the Dallas Mavericks began accepting
DOGE as payment for tickets and merchandise.\19\ From October 2021 to
April 2022, AMC Theaters accepted DOGE for digital gift cards up to
$200 per day through BitPay Wallet.\20\ Since April 2022, AMC has also
been accepting DOGE for tickets and concessions through the AMC mobile
app.\21\ DOGE can also be donated to certain entities for charitable
purposes. For example, using BitPay, DOGE holders can also donate to a
wide variety of charitable organizations, including American Cancer
Society, American Red Cross, The Met, Sea-Watch and Against Malaria
Foundation.\22\ The Dogecoin community has also donated DOGE to various
charitable and other causes. For example, in January 2014, the Dogecoin
community donated 27 million DOGE, worth approximately $30,000 at the
time, to fund the Jamaican bobsled team's trip to the Sochi Winter
Olympics.
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\18\ See @Twitch, X/Twitter (Oct. 21, 2014), https://x.com/twitch/status/524616129096863744?s=46; @AlexGarlic, X/Twitter (Feb.
3, 2021), https://x.com/alexgarlic/status/1357384341907779585?s=46
(``We need this option again.'').
\19\ See Thornton McEnry, ``Mark Cuban Says He Will Sell Dallas
Mavericks Tickets for Dogecoin,'' New York Post (Mar. 4, 2021),
available at https://nypost.com/2021/03/04/mark-cuban-says-he-will-sell-mavericks-tickets-for-dogecoin/.
\20\ See Lucas Manfredi, ``AMC on track to accept Dogecoin,
Shiba Inu crypto payments in 2022,'' Fox Business News (Jan. 6,
2021), available at https://www.foxbusiness.com/markets/amc-dogecoin-shiba-inu-cryptocurrency-2022.
\21\ See Lauren Forristal, ``The AMC mobile app for US theaters
now accepts Dogecoin, Shiba Inu and other cryptocurrencies,''
Techcrunch (Apr. 18, 2022), available at https://techcrunch.com/2022/04/18/the-amc-mobile-app-for-u-s-theaters-now-accepts-dogecoin-shiba-inu-and-other-cryptocurrencies/.
\22\ See ``Where Can I Spend Dogecoin? How to Pay with Doge,''
Bitpay.com, available at https://www.bitpay.com/blog/where-can-i-spend-dogecoin.
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Modifications to the DOGE Protocol
The Dogecoin Network is an open source project with no official
developer or group of developers that controls it. However, the
Dogecoin Network's development has historically been overseen by a core
group of developers. The core developers are able to access, and can
alter, the Dogecoin Network source code and, as a result, they are
responsible for quasi-official releases of updates and other changes to
the Dogecoin Network's source code.
The release of updates to the Dogecoin Network's source code does
not guarantee that the updates will be automatically adopted. Users and
miners must accept any changes made to the Dogecoin source code by
downloading the proposed modification of the Dogecoin Network's source
code. A modification of the Dogecoin Network's source code is effective
only with respect to the Dogecoin users and miners that download it. If
a modification is accepted by only a percentage of users and miners, a
division in the Dogecoin Network will occur such that one network will
run the pre-modification source code and the other network will run the
modified source code. Such a division is known as a ``fork.''
Consequently, as a practical matter, a modification to the source code
becomes part of the Dogecoin Network only if accepted by participants
collectively having most of the processing power on the Dogecoin
Network.
Forms of Attack Against the Dogecoin Network All networked systems
are vulnerable to various kinds of attacks. As with any computer
network, the Dogecoin Network contains certain flaws. For example, the
Dogecoin Network is currently vulnerable to a ``51% attack'' where, if
a mining pool were to gain control of more than 50% of the hash rate
for a digital asset, a malicious actor would be able to gain full
control of the network and the ability to manipulate the Dogecoin
Blockchain. As of the date of the Memorandum, the top three largest
mining pools controlled over 50% of the hash rate of the Dogecoin
Network.
In addition, many digital asset networks have been subjected to a
number of denial of service attacks, which has led to temporary delays
in block creation and in the transfer of DOGE. Any similar attacks on
the Dogecoin Network that impact the ability to transfer DOGE could
have a material adverse effect on the price of DOGE and the value of
the Shares.
Custody of the Trust's DOGE
Digital assets and digital asset transactions are recorded and
validated on blockchains, the public transaction ledgers of a digital
asset network. Each digital asset blockchain serves as a record of
ownership for all of the units of such digital asset, even in the case
of certain privacy-preserving digital assets, where the transactions
themselves are not publicly viewable. All digital assets recorded on a
blockchain are associated with a public blockchain address, also
referred to as a digital wallet. Digital assets held at a particular
public blockchain address may be accessed and transferred using a
corresponding private key.
Key Generation
Public addresses and their corresponding private keys are generated
by the Custodian in secret key generation ceremonies at secure
locations inside faraday cages, which are enclosures used to block
electromagnetic fields and thus mitigate against attacks. The Custodian
uses quantum random number generators to generate the public and
private key pairs.
Once generated, private keys are encrypted, separated into
``shards,'' and then further encrypted. After the key generation
ceremony, all materials used to generate private keys, including
computers, are destroyed. All key generation ceremonies are performed
offline. No party other than the Custodian (including the Trust itself)
has access to the private key shards of the Trust.
Key Storage
Private key shards are distributed geographically in secure vaults
around the world, including in the United States. The locations of the
secure vaults may change regularly and are kept confidential by the
Custodian for security purposes.
The ``Digital Asset Account'' is a segregated custody account
controlled and secured by the Custodian to store
[[Page 9990]]
private keys, which allows for the transfer of ownership or control of
the Trust's DOGE on the Trust's behalf. The Digital Asset Account uses
offline storage, or ``cold,'' mechanisms to secure the Trust's private
keys. The term cold storage refers to a safeguarding method by which
the private keys corresponding to digital assets are disconnected and/
or deleted entirely from the internet. Cold storage of private keys may
involve keeping such keys on a non-networked (or ``air-gapped'')
computer or electronic device or storing the private keys on a storage
device (for example, a USB thumb drive) or printed medium (for example,
papyrus, paper, or a metallic object). A digital wallet may receive
deposits of digital assets but may not send digital assets without use
of the digital assets' corresponding private keys. In order to send
digital assets from a digital wallet in which the private keys are kept
in cold storage, either the private keys must be retrieved from cold
storage and entered into an online, or ``hot,'' digital asset software
program to sign the transaction, or the unsigned transaction must be
transferred to the cold server in which the private keys are held for
signature by the private keys and then transferred back to the online
digital asset software program. At that point, the user of the digital
wallet can transfer its digital assets.
Security Procedures
The Custodian is the custodian of the Trust's private keys (which,
as noted above, facilitate the transfer of ownership or control of the
Trust's DOGE) in accordance with the terms and provisions of the
custodian agreement by and between the Custodian, the Sponsor and the
Trust (the ``Custodian Agreement''). Transfers from the Digital Asset
Account require certain security procedures, including, but not limited
to, multiple encrypted private key shards, usernames, passwords and 2-
step verification. Multiple private key shards held by the Custodian
must be combined to reconstitute the private key to sign any
transaction in order to transfer the Trust's assets. Private key shards
are distributed geographically in secure vaults around the world,
including in the United States.
As a result, if any one secure vault is ever compromised, this
event will have no impact on the ability of the Trust to access its
assets, other than a possible delay in operations, while one or more of
the other secure vaults is used instead. These security procedures are
intended to remove single points of failure in the protection of the
Trust's assets.
Transfers of DOGE to the Digital Asset Account will be available to
the Trust once processed on the Dogecoin Blockchain.
Subject to obtaining regulatory approval to operate a redemption
program and authorization of the Sponsor, the process of accessing and
withdrawing DOGE from the Trust to redeem a Basket by an Authorized
Participant will follow the same general procedure as transferring DOGE
to the Trust to create a Basket by an Authorized Participant, only in
reverse.
The Sponsor will maintain ownership and control of the Trust's DOGE
in a manner consistent with good delivery requirements for spot
commodity transactions.
DOGE Value
Digital Asset Trading Platform Valuation
The value of DOGE is determined by the value that various market
participants place on DOGE through their transactions. The most common
means of determining the value of a DOGE is by surveying one or more
Digital Asset Trading Platforms where DOGE is traded publicly and
transparently (e.g., Coinbase, Crypto.com, and Kraken).
Digital Asset Trading Platform Public Market Data
On each online Digital Asset Trading Platform, DOGE is traded with
publicly disclosed valuations for each executed trade, measured by one
or more fiat currencies such as the U.S. dollar or euro or by the
widely used cryptocurrency Bitcoin. Over-the-counter dealers or market
makers do not typically disclose their trade data.
As of December 31, 2024, the Digital Asset Trading Platforms
included in the Index were Coinbase, Crypto.com and Kraken. As further
described below, the Sponsor and the Trust reasonably believe each of
these Digital Asset Trading Platforms are in material compliance with
applicable U.S. federal and state licensing requirements and maintain
practices and policies designed to comply with anti-money laundering
(``AML'') and know-your-customer (``KYC'') regulations.
Coinbase: A U.S.-based trading platform registered as a
money services business (``MSB'') with the Financial Crimes Enforcement
Network (``FinCEN'') and licensed as a virtual currency business under
the New York State Department of Financial Services (``NYDFS'')
BitLicense as well as a money transmitter in various U.S. states.
Crypto.com: A Singapore-based trading platform registered
as an MSB with FinCEN and licensed as a money transmitter in various
U.S. states. Crypto.com does not hold a BitLicense.
Kraken: A U.S.-based trading platform registered as an MSB
with FinCEN and licensed as a money transmitter in various U.S. states.
Kraken does not hold a BitLicense.
Currently, there are several Digital Asset Trading Platforms
operating worldwide and online Digital Asset Trading Platforms
represent a substantial percentage of DOGE buying and selling activity
and provide the most data with respect to prevailing valuations of
DOGE. These trading platforms include established trading platforms
such as trading platforms included in the Index which provide a number
of options for buying and selling DOGE. The below table reflects the
trading volume in DOGE and market share of the DOGE-U.S. dollar trading
pairs of each of the Digital Asset Trading Platforms included in the
Index as of December 31, 2024 (collectively, ``Constituent Trading
Platforms''), using data since the January 1, 2024:
----------------------------------------------------------------------------------------------------------------
Market share \1\
DOGE Trading Platforms included in the Index as of December 31, 2024 Volume (DOGE) (%)
----------------------------------------------------------------------------------------------------------------
Coinbase.................................................................. 189,927,650,025 76.06
Kraken.................................................................... 41,261,164,091 16.52
Crypto.com................................................................ 11,000,868,182 4.41
-------------------------------------
Total U.S. Dollar-DOGE trading pair................................... 242,189,682,298 96.99
----------------------------------------------------------------------------------------------------------------
\1\ Market share is calculated using trading volume (in DOGE) for certain Digital Asset Trading Platforms
including, Coinbase, Crypto.com and Kraken, as well as certain other large U.S.-dollar denominated Digital
Asset Trading Platforms that were not included in the Index as of December 31, 2024, including Bitfinex,
Bitstamp and Gemini.
[[Page 9991]]
The Index and the Index Price
The Index is a U.S. dollar-denominated composite reference rate for
the price of DOGE. The Index is designed to (1) mitigate the effects of
fraud, manipulation and other anomalous trading activity from impacting
the DOGE reference rate, (2) provide a real-time, volume-weighted fair
value of DOGE and (3) appropriately handle and adjust for non-market
related events.
The Index Price is determined by the Index Provider through a
process in which trade data is cleansed and compiled in such a manner
as to algorithmically reduce the impact of anomalistic or manipulative
trading. This is accomplished by adjusting the weight of each data
input based on price deviation relative to the observable set, as well
as recent and long-term trading volume at each venue relative to the
observable set.
The value of the Index is calculated and disseminated on a 24-hour
basis and will be available on a continuous basis at https://www.coindesk.com/indices.
Constituent Trading Platform Selection
According to the Memorandum, the Digital Asset Trading Platforms
that are included in the Index are selected by the Index Provider
utilizing a methodology that is guided by the International
Organization of Securities Commissions (``IOSCO'') principles for
financial benchmarks. For a trading platform to become a Constituent
Trading Platform, it must satisfy each of the criteria listed below
(the ``Inclusion Criteria''):
Sufficient USD or USDC liquidity relative to the size of
the listed assets;
No evidence in the past 12 months of trading restrictions
on individuals or entities that would otherwise meet the trading
platform's eligibility requirements to trade;
No evidence in the past 12 months of undisclosed
restrictions on deposits or withdrawals from user accounts;
Real-time price discovery;
Limited or no capital controls; \23\
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\23\ ``Capital controls'' in this context means governmental
sanctions that would limit the movement of capital into, or out of,
the jurisdiction in which such Digital Asset Trading Platforms
operate.
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Transparent ownership including a publicly-known ownership
entity;
Publicly available language and policies addressing legal
and regulatory compliance in the U.S., including KYC, AML and other
policies designed to comply with relevant regulations that might apply
to it;
Be a trading platform that is licensed and able to service
investors in one or more of the following jurisdictions:
[cir] United States
[cir] United Kingdom
[cir] European Union
[cir] Hong Kong
[cir] Singapore
Offer programmatic spot trading of the trading pair \24\
and reliably publish trade prices and volumes on a real-time basis
through Rest and Websocket APIs.
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\24\ Trading platforms with programmatic trading offer traders
an application programming interface that permits trading by sending
programmed commands to the trading platform.
---------------------------------------------------------------------------
A Digital Asset Trading Platform is removed as a Constituent
Trading Platform when it no longer satisfies the Inclusion Criteria.
The Index Provider does not currently include data from over-the-
counter markets or derivatives platforms among the Constituent Trading
Platforms. According to the Memorandum, over-the-counter data is not
currently included because of the potential for trades to include a
significant premium or discount paid for larger liquidity, which
creates an uneven comparison relative to more active markets. There is
also a higher potential for over-the-counter transactions to not be
arms-length, and thus not be representative of a true market price.
The Index Provider and the Sponsor have entered into the index
license agreement, dated as of February 1, 2022 (as amended, the
``Index License Agreement''), governing the Sponsor's use of the Index
Price.\25\ Pursuant to the terms of the Index License Agreement, the
Index Provider may adjust the calculation methodology for the Index
Price without notice to, or consent of, the Trust or its shareholders.
The Index Provider may decide to change the calculation methodology to
maintain the integrity of the Index Price calculation should it
identify or become aware of previously unknown variables or issues with
the existing methodology that it believes could materially impact its
performance and/or reliability. The Index Provider has sole discretion
over the determination of Index Price and may change the methodologies
for determining the Index Price from time to time. Shareholders will be
notified of any material changes to the calculation methodology or the
Index Price in the Trust's current reports and will be notified of all
other changes that the Sponsor considers significant in the Trust's
periodic or current reports. The Sponsor will determine the materiality
of any changes to the Index Price on a case-by-case basis, in
consultation with external counsel.
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\25\ Upon entering into the Index License Agreement, the Sponsor
and the Index Provider terminated the license agreement between the
parties dated as of February 28, 2019.
---------------------------------------------------------------------------
The Index Provider may change the trading venues that are used to
calculate the Index or otherwise change the way in which the Index is
calculated at any time. For example, the Index Provider has scheduled
quarterly reviews in which it may add or remove Constituent Trading
Platforms that satisfy or fail the Inclusion Criteria. The Index
Provider does not have any obligation to consider the interests of the
Sponsor, the Trust, the shareholders, or anyone else in connection with
such changes. While the Index Provider is not required to publicize or
explain the changes or to alert the Sponsor to such changes, it has
historically notified the Trust (and other subscribers to the Index) of
any material changes to the Constituent Trading Platforms, including
any additions or removals, contemporaneous with its issuance of press
releases in connection with the same. The Sponsor will notify investors
of any such material event by filing a current report on Form 8-K.
Although the Index methodology is designed to operate without any
manual intervention, rare events would justify manual intervention.
Intervention of this kind would be in response to non-market-related
events, such as the halting of deposits or withdrawals of funds on a
Digital Asset Trading Platform, the unannounced closure of operations
on a Digital Asset Trading Platform, insolvency or the compromise of
user funds. In the event that such an intervention is necessary, the
Index Provider would issue a public announcement through its website,
API and other established communication channels with its clients.
Determination of the Index Price
The Index applies an algorithm to the price of DOGE on the
Constituent Trading Platforms calculated on a per second basis over a
24-hour period. The Index's algorithm is expected to reflect a four-
pronged methodology to calculate the Index Price from the Constituent
Trading Platforms:
Volume Weighting: Constituent Trading Platforms with
greater liquidity receive a higher weighting in the Index, increasing
the ability to execute against (i.e., replicate) the Index in the
underlying spot markets.
Price-Variance Weighting: The Index Price reflects data
points that are discretely weighted in proportion to their variance
from the rest of the Constituent Trading Platforms. As the price at a
particular trading platform
[[Page 9992]]
diverges from the prices at the rest of the Constituent Trading
Platforms, its weight in the Index Price consequently decreases.
Inactivity Adjustment: The Index Price algorithm penalizes
stale activity from any given Constituent Trading Platform. When a
Constituent Trading Platform does not have recent trading data, its
weighting in the Index Price is gradually reduced until it is de-
weighted entirely. Similarly, once trading activity at a Constituent
Trading Platform resumes, the corresponding weighting for that
Constituent Trading Platform is gradually increased until it reaches
the appropriate level.
Manipulation Resistance: In order to mitigate the effects
of wash trading and order book spoofing, the Index only includes
executed trades in its calculation and the Index only includes
Constituent Trading Platforms that charge trading fees to its users in
order to attach a real, quantifiable cost to any manipulation attempts.
The Index Provider re-evaluates the weighting algorithm on a
periodic basis, but maintains discretion to change the way in which an
Index Price is calculated based on its periodic review or in extreme
circumstances and does not make the exact methodology to calculate the
Index Price publicly available. Nonetheless, the Sponsors believe that
the Index is designed to limit exposure to trading or price distortion
of any individual Digital Asset Trading Platform that experiences
periods of unusual activity or limited liquidity by discounting, in
real-time, anomalous price movements at individual Digital Asset
Trading Platforms.
The Sponsors believe the Index Provider's selection process for
Constituent Trading Platforms as well as the methodology of the Index
Price's algorithm provides a more accurate picture of DOGE price
movements than a simple average of Digital Asset Trading Platform spot
prices, and that the weighting of DOGE prices on the Constituent
Trading Platforms limits the inclusion of data that is influenced by
temporary price dislocations that may result from technical problems,
limited liquidity or fraudulent activity elsewhere in the DOGE spot
market. By referencing multiple trading venues and weighting them based
on trade activity, the Sponsors believe that the impact of any
potential fraud, manipulation or anomalous trading activity occurring
on any single venue is reduced.
If the Index Price becomes unavailable, or if the Sponsor
determines in good faith that such Index Price does not reflect an
accurate price for DOGE, then the Sponsor will, on a best efforts
basis, contact the Index Provider to obtain the Index Price directly
from the Index Provider. If after such contact such Index Price remains
unavailable or the Sponsor continues to believe in good faith that such
Index Price does not reflect an accurate price for DOGE, then the
Sponsor will employ a cascading set of rules to determine the Index
Price, as described below in ``Determination of the Index Price When
Index Price is Unavailable.''
The Trust values its DOGE for operational purposes by reference to
the Index Price. The Index Price is the value of DOGE as represented by
the Index, calculated at 4:00 p.m., New York time, on each business
day.
Illustrative Example
For the purposes of illustration, outlined below are examples of
how the attributes that impact weighting and adjustments in the
aforementioned methodology may be utilized to generate the Index Price
for a digital asset. For example, Constituent Trading Platforms used to
calculate the Index Price of the digital asset may include trading
platforms such as Coinbase, Kraken, LMAX Digital, and Crypto.com.
The Index Price algorithm, as described above, is designed to
account for manipulation at the outset by only including data from
executed trades on Constituent Trading Platforms that charge trading
fees. Then, the below-listed elements may impact the weighting of the
Constituent Trading Platforms on the Index Price as follows:
Volume Weighting: Each Constituent Trading Platform will
be weighted to appropriately reflect the trading volume share of the
Constituent Trading Platform relative to all the Constituent Trading
Platforms during this same period. For example, an average hourly
weighting of 67.06%, 14.57%, 11.88%, and 6.49% for Coinbase, Kraken,
LMAX Digital, and Crypto.com, respectively, would represent each
Constituent Trading Platform's share of trading volume during the same
period.
Inactivity Adjustment: Assume that a Constituent Trading
Platform represented a 14% weighting on the Index Price of the digital
asset, which is based on the per-second calculations of its trading
volume and price-variance relative to the cohort of Constituent Trading
Platforms included in such Index, and then went offline for
approximately two hours. The index algorithm would automatically
recognize inactivity and start de-weighting the Constituent Trading
Platform at the 3-minute mark and continue to do so over a 7-minute
period until its influence was effectively zero, 10 minutes after
becoming inactive. As soon as trading activity resumed at the
Constituent Trading Platform, the index algorithm would re-weight it to
the appropriate weighting based on trading volume and price-variance
relative to the cohort of Constituent Trading Platforms included in the
Index. Due to the period of inactivity, it would re-weight the
Constituent Trading Platform activity to a weight lower than its
original weighting--for example, to 12%.
Price-Variance Weighting: The price-variance weighting
adjustment is a relative measure of each Constituent Trading Platform
versus the cohort of Constituent Trading Platforms. The further the
price at a Constituent Trading Platform is from the mean price of the
cohort, the less influence that trading platform's price will have on
the algorithm that produces the Index Price, as the trading platform
data is discretely weighted in proportion to their variance from the
rest of the trading platforms on a per-second basis and there is no
minimum threshold the variance must meet for this adjustment to take
place. For example, assume that for a one-hour period, the digital
asset's execution prices on one Constituent Trading Platform were
trading more than 7% higher than the average execution prices on
another Constituent Trading Platform. The algorithm is designed to
automatically detect the anomaly (price variance) and reduce that
specific Constituent Trading Platform's weighting during that one-hour
period, ensuring a spot reference price that is more reflective of
broader market activity.
Determination of the Index Price When Index Price Is Unavailable
The Sponsor uses the following cascading set of rules to calculate
the Index Price when the Index Price is unavailable.\26\ For the
avoidance of doubt, the Sponsor will employ the below rules
sequentially and in the order as presented below, should one or more
specific rule(s) fail:
---------------------------------------------------------------------------
\26\ The Sponsor updated these rules on January 11, 2022.
---------------------------------------------------------------------------
1. Index Price = The price set by the Index as of 4:00 p.m., New
York time, on the valuation date.\27\ If the Index becomes unavailable,
or if the Sponsor determines in good faith that the Index does not
reflect an accurate price, then the Sponsor will, on a best efforts
basis, contact the Index Provider to obtain the
[[Page 9993]]
Index Price directly from the Index Provider. If after such contact the
Index remains unavailable or the Sponsor continues to believe in good
faith that the Index does not reflect an accurate price, then the
Sponsor will employ the next rule to determine the Index Price. There
are no predefined criteria to make a good faith assessment and it will
be made by the Sponsor in its sole discretion.
---------------------------------------------------------------------------
\27\ The valuation date is any day for which the value of the
DOGE in the Trust may be calculated utilizing the Index Price.
---------------------------------------------------------------------------
2. Index Price = The price set by Coin Metrics Real-Time Rate (the
``Secondary Index'') as of 4:00 p.m., New York time, on the valuation
date (the ``Secondary Index Price''). The Secondary Index Price is a
real-time reference rate price, calculated using trade data from
constituent markets selected by Coin Metrics, Inc. (the ``Secondary
Index Provider''). The Secondary Index Price is calculated by applying
weighted-median techniques to such trade data where half the weight is
derived from the trading volume on each constituent market and half is
derived from inverse price variance, where a constituent market with
high price variance as a result of outliers or market anomalies
compared to other constituent markets is assigned a smaller weight. If
the Secondary Index becomes unavailable, or if the Sponsor determines
in good faith that the Secondary Index does not reflect an accurate
price, then the Sponsor will, on a best efforts basis, contact the
Secondary Index Provider to obtain the Secondary Index Price directly
from the Secondary Index Provider. If after such contact the Secondary
Index remains unavailable or the Sponsor continues to believe in good
faith that the Secondary Index does not reflect an accurate price, then
the Sponsor will employ the next rule to determine the Index Price.
There are no predefined criteria to make a good faith assessment and it
will be made by the Sponsor in its sole discretion.
3. Index Price = The price set by the Trust's principal market (as
defined in the Memorandum) (the ``Tertiary Pricing Option'') as of 4:00
p.m., New York time, on the valuation date. The Tertiary Pricing Option
is a spot price derived from the principal market's public data feed
that is believed to be consistently publishing pricing information as
of 4:00 p.m., New York time, and is provided to the Sponsor via an
application programming interface. If the Tertiary Pricing Option
becomes unavailable, or if the Sponsor determines in good faith that
the Tertiary Pricing Option does not reflect an accurate price, then
the Sponsor will, on a best efforts basis, contact the Tertiary Pricing
Provider to obtain the Tertiary Pricing Option directly from the
Tertiary Pricing Provider. If after such contact the Tertiary Pricing
Option remains unavailable after such contact or the Sponsor continues
to believe in good faith that the Tertiary Pricing Option does not
reflect an accurate price, then the Sponsor will employ the next rule
to determine the Index Price. There are no predefined criteria to make
a good faith assessment and it will be made by the Sponsor in its sole
discretion.
4. Index Price = The Sponsor will use its best judgment to
determine a good faith estimate of the Index Price. There are no
predefined criteria to make a good faith assessment and it will be made
by the Sponsor in its sole discretion.
In the event of a fork, the Index Provider may calculate the Index
Price based on a digital asset that the Sponsor does not believe to be
an appropriate asset of the Trust (i.e., a digital asset other than
DOGE).\28\ In this event, the Sponsor has full discretion to use a
different index provider or calculate the Index Price itself using its
best judgment. In such an event, the Exchange will submit a proposed
rule filing to contemplate the assets that would subsequently be held
by the Trust.
---------------------------------------------------------------------------
\28\ According to the Prospectus, the Dogecoin Network operates
using open-source protocols, meaning that any user can download the
software, modify it and then propose that the users and validators
of DOGE adopt the modification. When a modification is introduced
and a substantial majority of users and validators' consent to the
modification, the change is implemented and the network remains
uninterrupted. However, if less than a substantial majority of users
and validators' consent to the proposed modification, and the
modification is not compatible with the software prior to its
modification, the consequence would be what is known as a ``hard
fork'' of the Dogecoin Network, with one group running the pre-
modified software and the other running the modified software. The
effect of such a fork would be the existence of two versions of DOGE
running in parallel, yet lacking interchangeability. Forks may also
occur as a network community's response to a significant security
breach.
---------------------------------------------------------------------------
The Sponsor may, in its sole discretion, select a different index
provider, select a different index price provided by the Index
Provider, calculate the Index Price by using the cascading set of rules
set forth above, or change the cascading set of rules set forth above
at any time.\29\
---------------------------------------------------------------------------
\29\ The Sponsor will provide notice of any such changes in the
Trust's periodic or current reports and, if the Sponsor makes such a
change other than on an ad hoc or temporary basis, will file a
proposed rule change with the Commission.
---------------------------------------------------------------------------
The Structure and Operation of the Trust Protects Investors
As described below, the Sponsor believes the structure and
operation of the Trust are designed to mitigate fraudulent and
manipulative acts and practices, to protect investors and the public
interest. The Sponsors accordingly believe the Commission should
approve the listing and trading of Shares of the Trust.
Design of the Index
The Sponsors believe the Index represents an effective means to
mitigate the impact of potential fraud and manipulation on the
reference price for DOGE. The Index operates materially similarly to
CoinDesk Bitcoin Price Index (XBX).
The Trust has priced its Shares based on the Index since the launch
of the Trust. The Sponsors believe that the Index can (i) mitigate the
effects of fraud, manipulation and other anomalous trading activity on
the DOGE reference rate, (ii) provide a real-time, volume-weighted fair
value of DOGE and (iii) appropriately handle and adjust for non-market
related events.
As described in more detail below, the Sponsors believe that the
Index accomplishes those objectives in the following ways:
1. The Index tracks the Digital Asset Trading Platform Market price
through trading activity at ``U.S.-Compliant Trading Platforms''; \30\
---------------------------------------------------------------------------
\30\ ``U.S.-Compliant Trading Platforms'' are trading platforms
in the Digital Asset Trading Platform Market that are required to
comply with applicable U.S. federal and state licensing requirements
and practices regarding AML and KYC regulations. All Constituent
Trading Platforms are U.S.-Compliant Trading Platforms. ``Non-U.S.-
Compliant Trading Platforms'' are all other trading platforms in the
Digital Asset Trading Platform Market. As of the date of this
filing, the U.S.-Compliant Trading Platforms that the Index Provider
considered for inclusion in the Index were Bitfinex, Bitstamp,
Coinbase, Crypto.com, Gemini, Kraken and LMAX Digital. From these
U.S.-Compliant Trading Platforms, the Index Provider then applies
additional Inclusion Criteria to determine the Constituent Trading
Platforms.
---------------------------------------------------------------------------
2. The Index mitigates the impact of instances of fraud,
manipulation, and other anomalous trading activity in real-time through
systematic adjustments;
3. The Index is constructed and maintained by an expert third-party
index provider, allowing for prudent handling of non-market-related
events; and
4. The Index mitigates the impact of instances of fraud,
manipulation, and other anomalous trading activity concentrated on any
one specific trading platform through a cross-trading platform
composite index rate.
1. The Index tracks the Digital Asset Trading Platform Market price
through trading activity at ``U.S.-Compliant Trading Platforms.''
To reduce the risk of fraud, manipulation, and other anomalous
[[Page 9994]]
trading activity from impacting the Index, only U.S.-Compliant Trading
Platforms are eligible to be included in the Index.
The Index maintains a minimum number of three trading platforms and
a maximum number of five trading platforms to track the Digital Asset
Trading Platform Market while offering replicability for traders and
market makers.\31\
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\31\ According to the Sponsors, the more trading platforms
included in the Index, the more ability there is for traders and
market makers to trade against the Index by arbitraging price
differences. For example, in the event of variances between DOGE
prices on Constituent Trading Platforms and non-Constituent Trading
Platforms, arbitrage trading opportunities would exist. These
discrepancies generally consolidate over time, as price differences
across trading platforms are realized and capitalized upon by
traders and market makers.
---------------------------------------------------------------------------
U.S.-Compliant Trading Platforms possess safeguards that protect
against fraud and manipulation. For example, U.S.-Compliant Trading
Platforms regulated by the NYDFS under the BitLicense program are
required to have regulatory requirements to implement measures designed
to effectively detect, prevent, and respond to fraud, attempted fraud,
market manipulation, and similar wrongdoing, and to monitor, control,
investigate and report back to the NYDFS regarding any wrongdoing.\32\
These trading platforms also have the following obligations: \33\
---------------------------------------------------------------------------
\32\ See, e.g., ``DFS Takes Action to Deter Fraud and
Manipulation in Virtual Currency Markets,'' available at https://www.dfs.ny.gov/about/press/pr1802071.htm.
\33\ See ``New York's Final ``BitLicense'' Rule: Overview and
Changes from July 2014 Proposal,'' June 5, 2015, Davis Polk,
available at https://www.davispolk.com/files/new_yorks_final_bitlicense_rule_overview_changes_july_2014_proposal.pdf.
---------------------------------------------------------------------------
Submission of audited financial statements including
income statements, statements of assets/liabilities, insurance, and
banking;
Compliance with capitalization requirements set at NYDFS's
discretion;
Prohibitions against the sale or encumbrance to protect
full reserves of custodian assets;
Fingerprints and photographs of employees with access to
customer funds;
Retention of a qualified Chief Information Security
Officer and annual penetration testing/audits;
Documented business continuity and disaster recovery plan,
independently tested annually; and
Participation in an independent exam by NYDFS.
Other U.S.-Compliant Trading Platforms have voluntarily implemented
certain measures to protect against common forms of market
manipulation.\34\
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\34\ As of the date of this filing, one of the three Constituent
Trading Platforms, Coinbase, is regulated by NYDFS.
---------------------------------------------------------------------------
Furthermore, all U.S.-Compliant Trading Platforms are considered
MSBs that are subject to FinCEN's federal and state reporting
requirements that provide additional safeguards. For example,
unscrupulous traders may be less likely to engage in fraudulent or
manipulative acts and practices on trading platforms that (1) report
suspicious activity to FinCEN as money services businesses, (2) report
to state regulators as money transmitters, and/or (3) require customer
identification through KYC procedures. U.S.-Compliant Trading Platforms
are required to: \35\
---------------------------------------------------------------------------
\35\ See BSA Requirements for MSBs, FinCEN website: https://www.fincen.gov/bsarequirements-msbs.
---------------------------------------------------------------------------
Identify people with ownership stakes or controlling roles
in the MSB;
Establish a formal Anti-Money Laundering (AML) policy in
place with documentation, training, independent review, and a named
compliance officer;
Implement strict customer identification and verification
policies and procedures;
File Suspicious Activity Reports (SARs) for suspicious
customer transactions;
File Currency Transaction Reports (CTRs) for cash-in or
cash-out transactions greater than $10,000; and
Maintain a five-year record of currency exchanges greater
than $1,000 and money transfers greater than $3,000.
2. The Index mitigates the impact of instances of fraud,
manipulation, and other anomalous trading activity in real-time through
systematic adjustments.
The Index is calculated once every second according to a systematic
methodology that relies on observed trading activity on the Constituent
Trading Platforms. While the precise methodology underlying the Index
is currently proprietary, the key elements of the Index are outlined
below:
Volume Weighting: Constituent Trading Platforms with
greater liquidity receive a higher weighting in the Index, increasing
the ability to execute against (i.e., replicate) the Index in the
underlying spot markets.
Price-Variance Weighting: The Index reflects data points
that are discretely weighted in proportion to their variance from the
rest of the Constituent Trading Platforms. As the price at a
Constituent Trading Platform diverges from the prices at the rest of
the Constituent Trading Platforms, its weight in the Index consequently
decreases.
Inactivity Adjustment: The Index algorithm penalizes stale
activity from any given Constituent Trading Platform. When a
Constituent Trading Platform does not have recent trading data, its
weighting in the Index is gradually reduced, until it is de-weighted
entirely. Similarly, once trading activity at the Constituent Trading
Platform resumes, the corresponding weighting for that Constituent
Trading Platform is gradually increased until it reaches the
appropriate level.
Manipulation Resistance: In order to mitigate the effects
of wash trading and order book spoofing, the Index only includes
executed trades in its calculation and the Index only includes
Constituent Trading Platforms that charge trading fees to its users in
order to attach a real, quantifiable cost to any manipulation attempts.
The Index Provider reviews and periodically updates the Constituent
Trading Platforms included in the Index by utilizing a methodology that
is guided by the IOSCO principles for financial benchmarks.
3. The Index is constructed and maintained by an expert third-party
index provider, allowing for prudent handling of non-market-related
events.
The Index Provider reviews and periodically updates which trading
platforms are included in the Index by utilizing a methodology that is
guided by the IOSCO principles for financial benchmarks.
According to the Index methodology, for a trading platform to
become a Constituent Trading Platform, it must satisfy each of the
following Inclusion Criteria:
Sufficient USD or USDC liquidity relative to the size of
the listed assets;
No evidence in the past 12 months of trading restrictions
on individuals or entities that would otherwise meet the trading
platform's eligibility requirements to trade;
No evidence in the past 12 months of undisclosed
restrictions on deposits or withdrawals from user accounts;
Real-time price discovery;
Limited or no capital controls;
Transparent ownership including a publicly-known ownership
entity;
Publicly available language and policies addressing legal
and regulatory compliance in the U.S., including KYC, AML and other
policies designed to comply with relevant regulations that might apply
to it;
Be a trading platform that is licensed and able to service
investors in one or more of the following jurisdictions:
[[Page 9995]]
[cir] United States
[cir] United Kingdom
[cir] European Union
[cir] Hong Kong
[cir] Singapore; and
Offer programmatic spot trading of the trading pair and
reliably publish trade prices and volumes on a real-time basis through
Rest and Websocket APIs.
Although the Index methodology is designed to operate without any
human interference, rare events would justify manual intervention.
Manual intervention would only be in response to ``non-market-related
events'' (e.g., halting of deposits or withdrawals of funds,
unannounced closure of trading platform operations, insolvency,
compromise of user funds, etc.). In the event that such an intervention
is necessary, the Index Provider would issue a public announcement
through its website, API and other established communication channels
with its clients.\36\
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\36\ To the extent any such intervention has a material impact
on the Trust, the Sponsor will also issue a public announcement.
---------------------------------------------------------------------------
4. The Index mitigates the impact of instances of fraud,
manipulation and other anomalous trading activity concentrated on any
one specific trading platform through a cross-trading platform
composite index rate.
The Index is based on the price and volume data of multiple U.S.-
Compliant Trading Platforms that satisfy the Index Provider's Inclusion
Criteria. By referencing multiple trading venues and weighting them
based on trade activity, the impact of any potential fraud,
manipulation, or anomalous trading activity occurring on any single
venue is reduced. Specifically, the effects of fraud, manipulation, or
anomalous trading activity occurring on any single venue are de-
weighted and consequently diluted by non-anomalous trading activity
from other Constituent Trading Platforms.
Although the Index is designed to accurately capture the market
price of DOGE, third parties may be able to purchase and sell DOGE on
public or private markets not included among the constituent Digital
Asset Trading Platforms of the Index, and such transactions may take
place at prices materially higher or lower than the Index Price.
Moreover, there may be variances in the prices of DOGE on the various
Digital Asset Trading Platforms, including as a result of differences
in fee structures or administrative procedures on different Digital
Asset Trading Platforms. For example, based on data provided by the
Index Provider,\37\ on any given day during the twelve months ended
December 31, 2024, the maximum differential between the 4:00 p.m., New
York time spot price of any single Digital Asset Trading Platform
included in the Index and the Index Price was 5.69% (however, if the
Sponsor removed this one exceptional day, the next maximum differential
would be 2.63%) and the average of the maximum differentials of the
4:00 p.m., New York time spot price of each Digital Asset Trading
Platform included in the Index and the Index Price was 3.60%. During
this same period, the average differential between the 4:00 p.m., New
York time spot prices of all the Digital Asset Trading Platforms
included in the Index and the Index Price was 0.03% (and if the Sponsor
removed the one exceptional day of a relatively higher maximum
differential of 5.69%, the average differential would be 0.02%).
---------------------------------------------------------------------------
\37\ All Digital Asset Trading Platforms that were included in
the Index throughout the period were considered in this analysis.
---------------------------------------------------------------------------
Additionally, given pricing on the Digital Asset Trading Platforms
is known to the market, the Sponsors believe that, even if efforts to
manipulate the price of DOGE at 4:00 p.m., Eastern Time (``E.T.'').
were successful on a Digital Asset Trading Platform, the effect of such
activity on the pricing of the Trust would be mitigated due to the
controls embedded in the structure of the Index.
Accordingly, the Sponsors believe that the Index has proven its
ability to (i) mitigate the effects of fraud, manipulation and other
anomalous trading activity on the DOGE reference rate, (ii) provide a
real-time, volume-weighted fair value of DOGE and (iii) appropriately
handle and adjust for non-market related events.
Creation and Redemption of Shares
Authorized Participants may submit orders to create or redeem
Shares under procedures for ``Cash Orders.''
The Authorized Participants will deliver only cash to create Shares
and will receive only cash when redeeming Shares. Further, Authorized
Participants will not directly or indirectly purchase, hold, deliver,
or receive DOGE as part of the creation or redemption process or
otherwise direct the Trust or a third party with respect to purchasing,
holding, delivering, or receiving DOGE as part of the creation or
redemption process.
The Trust will create Shares by receiving DOGE from a third party
that is not the Authorized Participant, and the Trust, or an affiliate
of the Trust (and in any event not the Authorized Participant), is
responsible for selecting the third party to deliver the DOGE. Further,
the third party will not be acting as an agent of the Authorized
Participant with respect to the delivery of the DOGE to the Trust or
acting at the direction of the Authorized Participant with respect to
the delivery of the DOGE to the Trust. The Trust will redeem Shares by
delivering DOGE to a third party that is not the Authorized
Participant, and the Trust, or an affiliate of the Trust (and in any
event not the Authorized Participant), is responsible for selecting the
third party to receive the DOGE. Further, the third party will not be
acting as an agent of the Authorized Participant with respect to the
receipt of the DOGE from the Trust nor acting at the direction of the
Authorized Participant with respect to the receipt of the DOGE from the
Trust.
Cash Orders are made through the participation of a Liquidity
Provider \38\ who obtains or receives DOGE in exchange for cash, and
are facilitated by the Transfer Agent and Grayscale Investments
Sponsors, LLC, acting in its capacity as the Liquidity Engager.
Liquidity Providers are not party to the Participant Agreements (as
defined below) and are engaged separately by the Liquidity Engager.
---------------------------------------------------------------------------
\38\ A ``Liquidity Provider'' means one or more eligible
companies that facilitate the purchase and sale of DOGE in
connection with creations or redemptions pursuant to Cash Orders.
The Liquidity Providers with which Grayscale Investments Sponsors,
LLC, acting other than in its capacity as the Sponsor (in such other
capacity, the ``Liquidity Engager'') will engage in DOGE
transactions are third parties that are not affiliated with the
Sponsor or the Trust and are not acting as agents of the Trust, the
Sponsor, or any Authorized Participant, and all transactions will be
done on an arms-length basis. Except for the contractual
relationships between each Liquidity Provider and Grayscale
Investments Sponsors, LLC in its capacity as the Liquidity Engager,
there is no contractual relationship between each Liquidity Provider
and the Trust, the Sponsor, or any Authorized Participant. When
seeking to buy DOGE in connection with creations or sell DOGE in
connection with redemptions, the Liquidity Engager will seek to
obtain commercially reasonable prices and terms from the approved
Liquidity Providers. Once agreed upon, the transaction will
generally occur on an ``over-the-counter'' basis.
---------------------------------------------------------------------------
According to the Registration Statement, the Trust creates Baskets
(as described below) of Shares only upon receipt of DOGE and redeems
Shares only by distributing DOGE. ``Authorized Participants'' are the
only persons that may place orders to create and redeem Baskets. Each
Authorized Participant must (i) be a registered broker-dealer and (ii)
enter into an agreement with the Sponsor and Transfer Agent that
provides the procedures for the creation and redemption of Baskets and
for the delivery of DOGE required for the
[[Page 9996]]
creation and redemption of Baskets via a Liquidity Provider (each, a
``Participant Agreement''). An Authorized Participant may act for its
own account or as agent for broker-dealers, custodians and other
securities market participants that wish to create or redeem Baskets.
Shareholders who are not Authorized Participants will only be able to
create or redeem their Shares through an Authorized Participant.
The Trust issues Shares to and redeems Shares from Authorized
Participants on an ongoing basis, but only in one or more ``Baskets''
(with a Basket being a block of 10,000 Shares). The Trust will not
issue fractions of a Basket.
The creation and redemption of Baskets will be made only in
exchange for the delivery to the Trust, or the distribution by the
Trust, of the number of whole and fractional DOGE represented by each
Basket being created or redeemed, which is determined by dividing (x)
the number of DOGE owned by the Trust at 4:00 p.m., New York time, on
the trade date of a creation or redemption order, after deducting the
number of DOGE representing the U.S. dollar value of accrued but unpaid
fees and expenses of the Trust (converted using the Index Price at such
time, and carried to the eighth decimal place), by (y) the number of
Shares outstanding at such time (with the quotient so obtained
calculated to one one-hundred-millionth of one DOGE (i.e., carried to
the eighth decimal place)), and multiplying such quotient by 10,000
(the ``Basket Amount''). The U.S. dollar value of a Basket is
calculated by multiplying the Basket Amount by the Index Price as of
the trade date (the ``Basket NAV''). The Basket NAV multiplied by the
number of Baskets being created or redeemed is referred to as the
``Total Basket NAV.'' All questions as to the calculation of the Basket
Amount will be conclusively determined by the Sponsor and will be final
and binding on all persons interested in the Trust. The number of DOGE
represented by a Share will gradually decrease over time as the Trust's
DOGE are used to pay the Trust's expenses.
The creation of Baskets requires the delivery by the Authorized
Participant of a cash amount equivalent to the Total Basket Amount and
the redemption of Baskets requires the distribution to the Authorized
Participant of a cash amount equivalent to the Total Basket Amount.
Although the Trust creates Baskets only upon the receipt of DOGE,
and redeems Baskets only by distributing DOGE, an Authorized
Participant will submit Cash Orders, pursuant to which the Authorized
Participant will deposit cash with, or accept cash from, the Transfer
Agent in connection with the creation and redemption of Baskets.
Cash Orders will be facilitated by the Transfer Agent and Liquidity
Engager, acting other than in its capacity as Sponsor. On an order-by-
order basis, the Liquidity Engager will engage one or more Liquidity
Providers to obtain or receive DOGE in exchange for cash in connection
with such order, as described in more detail below.
Unless the Sponsor requires that a Cash Order be effected at actual
execution prices (an ``Actual Execution Cash Order''),\39\ each
Authorized Participant that submits a Cash Order to create or redeem
Baskets (a ``Variable Fee Cash Order'') \40\ will pay a fee (the
``Variable Fee'') based on the Total Basket NAV, and any price
differential of DOGE between the trade date and the settlement date
will be borne solely by the Liquidity Provider until such DOGE have
been received or liquidated by the Trust. The Variable Fee is intended
to cover all of a Liquidity Provider's expenses in connection with the
creation or redemption order, including any DOGE trading platform fees
that the Liquidity Provider incurs in connection with buying or selling
DOGE. The amount may be changed by the Sponsor in its sole discretion
at any time, and Liquidity Providers will communicate to the Sponsor in
advance the Variable Fee they would be willing to accept in connection
with a Variable Fee Cash Order, based on market conditions and other
factors existing at the time of such Variable Fee Cash Order.
---------------------------------------------------------------------------
\39\ With respect to a creation or redemption pursuant to an
Actual Execution Cash Order, as between the Trust and an Authorized
Participant, the Authorized Participant is responsible for the
dollar cost of the difference between the DOGE price utilized in
calculating Total Basket NAV on the trade date and the price at
which the Trust acquires or disposes of the DOGE on the settlement
date. If the price realized in acquiring or disposing of the
corresponding Total Basket Amount is higher than the Total Basket
NAV, the Authorized Participant will bear the dollar cost of such
difference, in the case of a creation, by delivering cash in the
amount of such shortfall (the ``Additional Creation Cash'') to the
Cash Account or, in the case of a redemption, with the amount of
cash to be delivered to the Authorized Participant being reduced by
the amount of such difference (the ``Redemption Cash Shortfall'').
If the price realized in acquiring the corresponding Total Basket
Amount is lower than the Total Basket NAV, the Authorized
Participant will benefit from such difference, with the Trust
promptly returning cash in the amount of such excess (the ``Excess
Creation Cash'') to the Authorized Participant.
\40\ Unless the Sponsor determines otherwise in its sole
discretion based on market conditions and other factors existing at
the time of such Cash Order, all creations and redemptions pursuant
to Cash Orders are expected to be executed as Variable Fee Cash
Orders, and any price differential of DOGE between the trade date
and the settlement date will be borne solely by the Liquidity
Provider until such DOGE have been received by the Trust.
---------------------------------------------------------------------------
Alternatively, the Sponsor may require that a Cash Order be
effected as an Actual Execution Cash Order, in its sole discretion
based on market conditions and other factors existing at the time of
such Cash Order, and under such circumstances, any price differential
of DOGE between the trade date and the settlement date will be borne
solely by the Authorized Participant until such DOGE have been received
or liquidated by the Trust.
In the case of creations, to transfer the Total Basket Amount to
the Trust's Digital Asset Account, the Liquidity Provider will transfer
DOGE to one of the public key addresses associated with the Digital
Asset Account and as provided by the Sponsor. In the case of
redemptions, the same procedure is conducted, but in reverse, using the
public key addresses associated with the wallet of the Liquidity
Provider and as provided by such party. All such transactions will be
conducted on the Dogecoin Blockchain and parties acknowledge and agree
that such transfers may be irreversible if done incorrectly.
Authorized Participants do not pay a transaction fee to the Trust
in connection with the creation or redemption of Baskets, but there may
be transaction fees associated with the validation of the transfer of
DOGE by the DOGE Network, which will be paid by the Custodian in the
case of redemptions and the Authorized Participant or the Liquidity
Provider in the case of creations. Service providers may charge
Authorized Participants administrative fees for order placement and
other services related to creation of Baskets. As discussed above,
Authorized Participants will also pay the Variable Fee in connection
with Variable Fee Cash Orders. Under certain circumstances, Authorized
Participants may also be required to deposit additional cash in the
Cash Account, or be entitled to receive excess cash from the Cash
Account, in connection with creations and redemptions pursuant to
Actual Execution Cash Orders. Authorized Participants will receive no
fees, commissions or other form of compensation or inducement of any
kind from either the Sponsor or the Trust and no such person has any
obligation or responsibility to the Sponsor or the Trust to effect any
sale or resale of Shares.
The following is a summary of the procedures for the creation and
redemption of Baskets.
[[Page 9997]]
Creation Procedures
On any business day, an Authorized Participant may place an order
with the Transfer Agent to create one or more Baskets.
Cash Orders for creation must be placed with the Transfer Agent no
later than 1:59:59 p.m., New York time.
The Sponsor may in its sole discretion limit the number of Shares
created pursuant to Cash Orders on any specified day without notice to
the Authorized Participants and may direct the Marketing Agent to
reject any Cash Orders in excess of such capped amount. In exercising
its discretion to limit the number of Shares created pursuant to Cash
Orders, the Sponsor expects to take into consideration a number of
factors, including the availability of Liquidity Providers to
facilitate Cash Orders and the cost of processing Cash Orders.
Creations under Cash Orders will take place as follows, where ``T''
is the trade date and each day in the sequence must be a business day.
Before a creation order is placed, the Sponsor determines if such
creation order will be a Variable Fee Cash Order or an Actual Execution
Cash Order, which determination is communicated to the Authorized
Participant.
------------------------------------------------------------------------
Settlement date (T+1, or T+2,
Trade date (T) as established at the time of
order placement)
------------------------------------------------------------------------
The Authorized Participant The Authorized
places a creation order with the Participant delivers to the
Transfer Agent. Cash Account: \1\
The Marketing Agent accepts (x) in the case of a Variable
(or rejects) the creation order, which Fee Cash Order, the Total
is communicated to the Authorized Basket NAV, plus any Variable
Participant by the Transfer Agent. Fee; or
The Sponsor notifies the (y) in the case of an Actual
Liquidity Provider of the creation Execution Cash Order, the
order. Total Basket NAV, plus any
The Sponsor determines the Additional Creation Cash, less
Total Basket NAV and any Variable Fee any Excess Creation Cash, if
and Additional Creation Cash as soon applicable (such amount, as
as practicable after 4:00 p.m., New applicable, the ``Required
York time. Creation Cash'').
The Liquidity Provider
transfers the Total Basket
Amount to the Trust's Digital
Asset Account.
Once the Trust is in
simultaneous possession of (x)
the Total Basket Amount and
(y) the Required Creation
Cash, the Trust issues the
aggregate number of Shares
corresponding to the Baskets
ordered by the Authorized
Participant, which the
Transfer Agent holds for the
benefit of the Authorized
Participant.
Cash equal to the
Required Creation Cash is
delivered to the Liquidity
Provider from the Cash
Account.
The Transfer Agent
delivers Shares to the
Authorized Participant by
crediting the number of
Baskets created to the
Authorized Participant's DTC
account.
------------------------------------------------------------------------
\1\ The ``Cash Account'' means the account maintained by the Transfer
Agent for purposes of receiving cash from, and distributing cash to,
Authorized Participants in connection with creations and redemptions
pursuant to Cash Orders. For the avoidance of doubt, the Trust shall
have no interest (beneficial, equitable or otherwise) in the Cash
Account or any cash held therein.
Redemption Procedures
The procedures by which an Authorized Participant can redeem one or
more Baskets mirror the procedures for the creation of Baskets. On any
business day, an Authorized Participant may place a redemption order
specifying the number of Baskets to be redeemed.
The redemption of Shares pursuant to Cash Orders will only take
place if approved by the Sponsor in writing, in its sole discretion and
on a case-by-case basis. In exercising its discretion to approve the
redemption of Shares pursuant to Cash Orders, the Sponsor expects to
take into consideration a number of factors, including the availability
of Liquidity Providers to facilitate Cash Orders and the cost of
processing Cash Orders.
Cash Orders for redemption must be placed no later than 1:59:59
p.m., New York time on each business day. The Authorized Participants
may only redeem Baskets and cannot redeem any Shares in an amount less
than a Basket.
Redemptions under Cash Orders will take place as follows, where
``T'' is the trade date and each day in the sequence must be a business
day. Before a redemption order is placed, the Sponsor determines if
such redemption order will be a Variable Fee Cash Order or an Actual
Execution Cash Order, which determination is communicated to the
Authorized Participant.
------------------------------------------------------------------------
Settlement date (T+1 (or T+2,
Trade date (T) on case-by-case basis, as
approved by Sponsor))
------------------------------------------------------------------------
The Authorized Participant The Authorized
places a redemption order with the Participant delivers Baskets
Transfer Agent. to be redeemed from its DTC
The Marketing Agent accepts account to the Transfer Agent.
(or rejects) the redemption order, The Liquidity Provider
which is communicated to the delivers to the Cash Account:
Authorized Participant by the Transfer (x) in the case of a Variable
Agent. Fee Cash Order, the Total
The Sponsor notifies the Basket NAV less any Variable
Liquidity Provider of the redemption Fee; or
order. (y) in the case of an Actual
The Sponsor determines the Execution Cash Order, the
Total Basket NAV and, in the case of a actual proceeds to the Trust
Variable Fee Cash Order, any Variable from the liquidation of the
Fee, as soon as practicable after 4:00 Total Basket Amount (such
p.m., New York time. amount, as applicable, the
``Required Redemption Cash'').
Once the Trust is in
simultaneous possession of (x)
the Total Basket Amount and
(y) the Required Redemption
Cash, the Transfer Agent
cancels the Shares comprising
the number of Baskets redeemed
by the Authorized Participant.
[[Page 9998]]
The Custodian sends
the Liquidity Provider the
Total Basket Amount, and cash
equal to the Required
Redemption Cash is delivered
to the Authorized Participant
from the Cash Account.
------------------------------------------------------------------------
Suspension or Rejection of Orders and Total Basket Amount
The creation or redemption of Shares may be suspended generally, or
refused with respect to particular requested creations or redemptions,
during any period when the transfer books of the Transfer Agent are
closed or if circumstances outside the control of the Sponsor or its
delegates make it for all practicable purposes not feasible to process
creation orders or redemption orders or for any other reason at any
time or from time to time.\41\ The Transfer Agent may reject an order
or, after accepting an order, may cancel such order if: (i) such order
is not presented in proper form as described in the Participant
Agreement, (ii) the transfer of the Total Basket Amount comes from an
account other than a DOGE wallet address that is known to the Custodian
as belonging to a Liquidity Provider or (iii) the fulfillment of the
order, in the opinion of counsel, might be unlawful, among other
reasons. None of the Sponsor or its delegates will be liable for the
suspension, rejection or acceptance of any creation order or redemption
order.
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\41\ Extenuating circumstances outside of the control of the
Sponsor and its delegates or that could cause the transfer books of
the Transfer Agent to be closed are outlined in the Participant
Agreement and include, for example, public service or utility
problems, power outages resulting in telephone, telecopy and
computer failures, acts of God such as fires, floods or extreme
weather conditions, market conditions or activities causing trading
halts, systems failures involving computer or other information
systems, including any failures or outages of the Dogecoin Network,
affecting the Authorized Participant, the Sponsor, the Trust, the
Transfer Agent, the Marketing Agent and the Custodian and similar
extraordinary events.
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Availability of Information
The Trust's website will be (https://grayscale.com/crypto-products/grayscale-doge-trust/) will include quantitative information on a per
Share basis updated on a daily basis, including, (i) the current NAV
per Share daily and the prior business day's NAV per Share and the
reported closing price of the Shares; (ii) the mid-point of the bid-ask
price \42\ as of the time the NAV per Share is calculated (``Bid-Ask
Price'') and a calculation of the premium or discount of such price
against such NAV per Share; and (iii) data in chart format displaying
the frequency distribution of discounts and premiums of the daily Bid-
Ask Price against the NAV per Share, within appropriate ranges, for
each of the four previous calendar quarters (or for as long as the
Trust has been trading as an ETP if shorter). In addition, on each
business day the Trust's website will provide pricing information for
the Shares.
---------------------------------------------------------------------------
\42\ The bid-ask price of the Trust is determined using the
highest bid and lowest offer on the Consolidated Tape as of the time
of calculation of the closing day NAV.
---------------------------------------------------------------------------
One or more major market data vendors, will provide an intra-day
indicative value (``IIV'') per Share updated every 15 seconds, as
calculated by the Exchange or a third party financial data provider
during the Exchange's Core Trading Session (9:30 a.m. to 4:00 p.m.,
E.T.). The IIV will be calculated using the same methodology as the NAV
per Share of the Trust (as described above), specifically by using the
prior day's closing NAV per Share as a base and updating that value
during the NYSE Arca Core Trading Session to reflect changes in the
value of the Index during the trading day.
The IIV disseminated during the NYSE Arca Core Trading Session
should not be viewed as an actual real-time update of the NAV per
Share, which will be calculated only once at the end of each trading
day. The IIV will be widely disseminated on a per Share basis every 15
seconds during the NYSE Arca Core Trading Session by one or more major
market data vendors. In addition, the IIV will be available through on-
line information services.
The NAV for the Trust will be calculated by the Sponsor once a day
and will be disseminated daily to all market participants at the same
time. To the extent that the Sponsor has utilized the cascading set of
rules described in ``Index Price'' above, the Trust's website will note
the valuation methodology used and the price per DOGE resulting from
such calculation. Quotation and last-sale information regarding the
Shares will be disseminated through the facilities of the Consolidated
Tape Association (``CTA'').
Quotation and last sale information for DOGE will be widely
disseminated through a variety of major market data vendors, including
Bloomberg and Reuters. In addition, real-time price (and volume) data
for DOGE is available by subscription from Reuters and Bloomberg. The
spot price of DOGE is available on a 24-hour basis from major market
data vendors, including Bloomberg and Reuters. Information relating to
trading, including price and volume information, in DOGE will be
available from major market data vendors and from the trading platforms
on which DOGE are traded. The normal trading hours for Digital Asset
Trading Platforms are 24-hours per day, 365-days per year.
On each business day, the Sponsor will publish the Index Price, the
Trust's NAV, and the NAV per Share on the Trust's website as soon as
practicable after its determination. If the NAV and NAV per Share have
been calculated using a price per DOGE other than the Index Price for
such Evaluation Time, the publication on the Trust's website will note
the valuation methodology used and the price per DOGE resulting from
such calculation.
The Trust will provide website disclosure of its NAV daily. The
website disclosure of the Trust's NAV will occur at the same time as
the disclosure by the Sponsor of the NAV to Authorized Participants so
that all market participants are provided such portfolio information at
the same time. Therefore, the same portfolio information will be
provided on the public website as well as in electronic files provided
to Authorized Participants. Accordingly, each investor will have access
to the current NAV of the Trust through the Trust's website, as well as
from one or more major market data vendors.
The value of the Index, as well as additional information regarding
the Index, will be available on a continuous basis.
Information regarding market price and trading volume of the Shares
will be continually available on a real-time basis throughout the day
on brokers' computer screens and other electronic services.
Information regarding the previous day's closing price and trading
volume information for the Shares will be published daily in the
financial section of newspapers.
Trading Rules
The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's
[[Page 9999]]
existing rules governing the trading of equity securities. Shares will
trade on the NYSE Arca Marketplace from 4:00 a.m. to 8:00 p.m., E.T. in
accordance with NYSE Arca Rule 7.34-E (Early, Core, and Late Trading
Sessions). The Exchange has appropriate rules to facilitate
transactions in the Shares during all trading sessions. As provided in
NYSE Arca Rule 7.6-E, the minimum price variation (``MPV'') for quoting
and entry of orders in equity securities traded on the NYSE Arca
Marketplace is $0.01, with the exception of securities that are priced
less than $1.00, for which the MPV for order entry is $0.0001.
The Shares will conform to the initial and continued listing
criteria under NYSE Arca Rule 8.201-E. The trading of the Shares will
be subject to NYSE Arca Rule 8.201-E(g), which sets forth certain
restrictions on Equity Trading Permit Holders (``ETP Holders'') acting
as registered Market Makers in Commodity-Based Trust Shares to
facilitate surveillance. The Exchange represents that, for initial and
continued listing, the Trust will be in compliance with Rule 10A-3 \43\
under the Act, as provided by NYSE Arca Rule 5.3-E. A minimum of
100,000 Shares of the Trust will be outstanding at the commencement of
trading on the Exchange.
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\43\ With respect to the application of Rule 10A-3 (17 CFR
240.10A-3) under the Act, the Trust relies on the exemption
contained in Rule 10A-3(c)(7).
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Trading Halts
With respect to trading halts, the Exchange may halt or suspend
trading in the Shares of the Trust in accordance with its rules.
Additionally, trading in Shares of the Trust will be halted if the
circuit breaker parameters in NYSE Arca Rule 7.12-E have been reached.
Trading also may be halted because of market conditions or for reasons
that, in the view of the Exchange, make trading in the Shares
inadvisable.
The Exchange may halt trading during the day in which an
interruption to the dissemination of the IIV or the value of the Index
occurs. If the interruption to the dissemination of the IIV or the
value of the Index persists past the trading day in which it occurred,
the Exchange will halt trading no later than the beginning of the
trading day following the interruption. In addition, if the Exchange
becomes aware that the NAV per Share is not disseminated to all market
participants at the same time, it will halt trading in the Shares until
such time as the NAV per Share is available to all market participants.
Surveillance
The Exchange represents that trading in the Shares of the Trust on
the Exchange will be subject to the existing trading surveillances
administered by the Exchange, as well as cross-market surveillances
administered by the Financial Industry Regulatory Authority (``FINRA'')
on behalf of the Exchange, which are designed to detect potential
violations of Exchange rules and applicable federal securities laws
with respect to the Shares of the Trust trading on the Exchange.\44\
The Exchange represents that these procedures are adequate to properly
monitor Exchange trading of the Shares in all trading sessions and to
deter and detect violations of Exchange rules and federal securities
laws with respect to the Shares of the Trust trading on the Exchange.
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\44\ FINRA conducts cross-market surveillances on behalf of the
Exchange pursuant to a regulatory services agreement. The Exchange
is responsible for FINRA's performance under this regulatory
services agreement.
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The existing surveillances referred to above generally focus on
detecting securities trading outside their normal trading patterns,
which could be indicative of manipulative or other violative activity
with respect to the Shares of the Trust. When such situations are
detected, surveillance analysis follows and investigations are opened,
where appropriate, to review the behavior of all relevant parties for
all relevant trading violations.
The Exchange or FINRA, on behalf of the Exchange, or both, may
communicate regarding trading in the Shares with other markets and
other entities that are members of the Intermarket Surveillance Group
(``ISG''). The Exchange or FINRA, on behalf of the Exchange, or both,
may obtain trading information regarding trading in the Shares and DOGE
derivatives from such markets and other entities. In addition, the
Exchange may obtain information regarding trading in the Shares and
DOGE derivatives from markets and other entities with which the
Exchange has in place a comprehensive surveillance sharing agreement
(``CSSA'').\45\ The Exchange is also able to obtain information from
ETP Holders regarding their trading (as principal or agent) in the
Shares and any underlying DOGE, options on DOGE futures, or any other
DOGE derivatives.\46\
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\45\ For a list of the current members of ISG, see
www.isgportal.org. The Exchange notes that not all components of the
Trust may trade on markets that are members of ISG or with which the
Exchange has in place a CSSA.
\46\ See NYSE Arca Rule 10.8210.
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In addition, under NYSE Arca Rule 8.201-E(g), an ETP Holder acting
as a registered Market Maker in the Shares is required to provide the
Exchange with information relating to its accounts for trading in any
underlying commodity, related futures or options on futures, or any
other related derivatives. Commentary .04 of NYSE Arca Rule 11.3-E
requires an ETP Holder acting as a registered Market Maker, and its
affiliates, in the Shares to establish, maintain and enforce written
policies and procedures reasonably designed to prevent the misuse of
any material nonpublic information with respect to such products, any
components of the related products, any physical asset or commodity
underlying the product, applicable currencies, underlying indexes,
related futures or options on futures, and any related derivative
instruments (including the Shares). As a general matter, the Exchange
has regulatory jurisdiction over its ETP Holders and their associated
persons, which include any person or entity controlling an ETP Holder.
To the extent the Exchange may be found to lack jurisdiction over a
subsidiary or affiliate of an ETP Holder that does business only in
commodities or futures contracts and that subsidiary or affiliate is a
member of another regulatory organization, the Exchange could obtain
information regarding the activities of such subsidiary or affiliate
through surveillance sharing agreements with regulatory organizations
to the extent the Exchange has such an agreement with that regulatory
organization.
In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
All statements and representations made in this filing regarding
(a) the description of the index, portfolio, or reference assets of the
Trust, (b) limitations on index or portfolio holdings or reference
assets, or (c) the applicability of Exchange listing rules specified in
this rule filing shall constitute continued listing requirements for
listing the Shares on the Exchange.
The Sponsor has represented to the Exchange that it will advise the
Exchange of any failure by the Trust to comply with the continued
listing requirements, and, pursuant to its obligations under Section
19(g)(1) of the Act, the Exchange will monitor for compliance with the
continued listing requirements. If the Trust is not in compliance with
the applicable listing requirements, the Exchange will commence
delisting procedures under NYSE Arca Rule 5.5-E(m).
[[Page 10000]]
Information Bulletin
Prior to the commencement of trading, the Exchange will inform its
ETP Holders in an ``Information Bulletin'' of the special
characteristics and risks associated with trading the Shares.
Specifically, the Information Bulletin will discuss the following: (1)
the procedures for creations of Shares in Baskets; (2) NYSE Arca Rule
9.2-E(a), which imposes a duty of due diligence on its ETP Holders to
learn the essential facts relating to every customer prior to trading
the Shares; (3) information regarding how the value of the Index and
NAV are disseminated; (4) the possibility that trading spreads and the
resulting premium or discount on the Shares may widen during the
Opening and Late Trading Sessions, when an updated IIV will not be
calculated or publicly disseminated; (5) the requirement that members
deliver a prospectus to investors purchasing newly issues Shares prior
to or concurrently with the confirmation of a transaction; and (6)
trading information. The Exchange notes that investors purchasing
Shares directly from the Trust will receive a prospectus.
In addition, the Information Bulletin will reference that the Trust
is subject to various fees and expenses as described in the Memorandum.
The Information Bulletin will disclose that information about the
Shares of the Trust is publicly available on the Trust's website.
The Information Bulletin will also discuss any relief, if granted,
by the Commission or the staff from any rules under the Act.
2. Statutory Basis
The basis under the Act for this proposed rule change is the
requirement under Section 6(b)(5) \47\ that an exchange have rules that
are designed to prevent fraudulent and manipulative acts and practices,
to promote just and equitable principles of trade, to remove
impediments to, and perfect the mechanism of a free and open market
and, in general, to protect investors and the public interest.
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\47\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that the proposed rule change is designed to
prevent fraudulent and manipulative acts and practices in that the
Shares will be listed and traded on the Exchange pursuant to the
initial and continued listing criteria in NYSE Arca Rule 8.201-E. The
Exchange has in place certain surveillance procedures that are adequate
to properly monitor trading in the Shares on the Exchange in all
trading sessions and to deter and detect violations of Exchange rules
and federal securities laws applicable to the Shares of the Trust
trading on the Exchange. The Exchange or FINRA, on behalf of the
Exchange, or both, will communicate as needed regarding trading in the
Shares with other markets that are members of the ISG, and the Exchange
or FINRA, on behalf of the Exchange, or both, may obtain trading
information regarding trading in the Shares from such markets. In
addition, the Exchange may obtain information regarding trading in the
Shares from markets with which the Exchange has in place a CSSA. Also,
pursuant to NYSE Arca rules, the Exchange is able to obtain information
from ETP Holders regarding their trading (as principal or agent) in the
Shares and any underlying DOGE, options on DOGE futures, or any DOGE
derivatives.
The proposed rule change is also designed to prevent fraudulent and
manipulative acts and practices in connection with trading in the
Shares on the Exchange because it (1) tracks the Digital Asset Trading
Platform Market price through trading activity at U.S.-Compliant
Trading Platforms; (2) mitigates the impact of instances of fraud,
manipulation, and other anomalous trading activity in real-time through
systematic adjustments; (3) is constructed and maintained by an expert
third-party index provider, allowing for prudent handling of non-
market-related events; and (4) mitigates the impact of instances of
fraud, manipulation, and other anomalous trading activity concentrated
on any one specific trading platform through a cross-trading platform
composite index rate. The Index has proven its ability to (i) mitigate
the effects of fraud, manipulation and other anomalous trading activity
from impacting the DOGE reference rate, (ii) provide a real-time,
volume-weighted fair value of DOGE and (iii) appropriately handle and
adjust for non-market related events.
The proposed rule change is designed to promote just and equitable
principles of trade and to protect investors and the public interest in
that there is a considerable amount of DOGE price and market
information available on public websites and through professional and
subscription services. Investors may obtain, on a 24-hour basis, DOGE
pricing information based on the spot price for DOGE from various
financial information service providers. The closing price and
settlement prices of DOGE are readily available from the Digital Asset
Trading Platforms and other publicly available websites. In addition,
such prices are published in public sources, or on-line information
services such as Bloomberg and Reuters. The NAV per Share will be
calculated daily and made available to all market participants at the
same time. The Trust will provide website disclosure of its NAV daily.
One or more major market data vendors will disseminate for the Trust on
a daily basis information with respect to the most recent NAV per Share
and Shares outstanding. In addition, if the Exchange becomes aware that
the NAV per Share is not disseminated to all market participants at the
same time, it will halt trading in the Shares until such time as the
NAV is available to all market participants. Quotation and last-sale
information regarding the Shares will be disseminated through the
facilities of the CTA. The IIV will be widely disseminated on a per
Share basis every 15 seconds during the NYSE Arca Core Trading Session
(normally 9:30 a.m., E.T., to 4:00 p.m., E.T.) by one or more major
market data vendors. The Exchange represents that the Exchange may halt
trading during the day in which an interruption to the dissemination of
the IIV or the value of the Index occurs. If the interruption to the
dissemination of the IIV or the value of the Index persists past the
trading day in which it occurred, the Exchange will halt trading no
later than the beginning of the trading day following the interruption.
The proposed rule change is designed to perfect the mechanism of a
free and open market and, in general, to protect investors and the
public interest in that it will facilitate the listing and trading of
an additional type of exchange-traded product that will enhance
competition among market participants, to the benefit of investors and
the marketplace. As noted above, the Exchange has in place surveillance
procedures relating to trading in the Shares on the Exchange and may
obtain information via ISG from other exchanges that are members of ISG
or with which the Exchange has entered into a CSSA. In addition, as
noted above, investors will have ready access to information regarding
the Trust's NAV, IIV, and quotation and last sale information for the
Shares.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The Exchange notes that the
proposed rule change will facilitate the listing and trading of an
additional type of
[[Page 10001]]
exchange-traded product, and the first such product based on DOGE,
which will enhance competition among market participants, to the
benefit of investors and the marketplace.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) by order approve or disapprove the proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change, as modified by Amendment No. 1, is consistent with the Act.
Comments may be submitted by any of the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
file number SR-NYSEARCA-2025-09 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to file number SR-NYSEARCA-2025-09. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for website viewing and
printing in the Commission's Public Reference Room, 100 F Street NE,
Washington, DC 20549, on official business days between the hours of 10
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the Exchange. Do not
include personal identifiable information in submissions; you should
submit only information that you wish to make available publicly. We
may redact in part or withhold entirely from publication submitted
material that is obscene or subject to copyright protection. All
submissions should refer to file number SR-NYSEARCA-2025-09 and should
be submitted on or before March 13, 2025.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\48\
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\48\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-02820 Filed 2-19-25; 8:45 am]
BILLING CODE 8011-01-P