SecProbe.io

CORRESP
1
filename1.htm

February
18, 2025

Christopher
Bellacicco

Division
of Investment Management

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

RE:
GraniteShares ETF Trust (the “Trust” or the “Registrant”) File Nos. 333-214796, 811-23214

Dear
Mr. Bellacicco:

On
December 18, 2024, GraniteShares ETF Trust (the “Trust” or “Registrant”), on behalf of GraniteShares 2x Long
IONQ Daily ETF, GraniteShares 2x Long SQ Daily ETF, GraniteShares 2x Long MARA Daily ETF, GraniteShares 2x Short MSTR Daily ETF, GraniteShares
2x Long MRVL Daily ETF, GraniteShares 2x Long PDD Daily ETF, GraniteShares 2x Long RDDT Daily ETF, GraniteShares 2x Long RIOT Daily ETF,
GraniteShares 2x Long HOOD Daily ETF, GraniteShares 2x Long NOW Daily ETF, GraniteShares 2x Long SNOW Daily ETF, and GraniteShares 2x
Long VRT Daily ETF (the “Funds”) filed a Post-Effective Amendment #75 to the Trust’s Registration Statement (the “Amendment”).
The Amendment was filed pursuant to Rule 485(a)(1) under the Securities Act of 1933, as amended to revise the investment strategy and
related disclosures.

In
a telephone conversation on February 5, 2025, you provided comments to the Amendment. Below, please find those comments and the Registrant’s
responses, which the Registrant has authorized Thompson Hine LLP to make on its behalf. Please note that added language to a Fund’s
prospectus is in italics and deleted language appears struck through.

SUMMARY
PROSPECTUS

ALL
FUNDS

General

Comment
1: Please revise to include the legend required by Rule 498(b)(1)(v) either on the cover page or at the beginning of the summary
prospectus.

Response:
The registrant confirms that the prospectus summaries will include the legend required by Rule 498(b)(1)(v) either on the cover page
or at the beginning of the document.

Comment
2: The Staff notes that the Rule 498 legend is also absent from prior summary prospectuses of the Funds. Please provide a legal analysis
of your compliance with Section 5 of the Securities Act of 1933 for Offers and Sales made under this and other Registration Statements
that failed to include the required legends. In addition, please consider the need for disclosing any risks associated with the Section
5, including potential rescission rights of purchases and any contingent liabilities that may need to be accounted for. See Rule
498 and Release No. 33-8998 dated January 13, 2009.

Response:
The registrant confirms that the prospectus summaries related to post-effective amendment #75 will incorporate the required legend
under Rule 498.

Comment
3: Please confirm the Funds intend to use relative value at risk in complying with Rule 18f-4 under the Investment Company Act of
1940, as amended, and, for any new underlying issuers, please provide hypothetical calculations demonstrating how each Fund anticipates
being able to achieve its objectives while remining in compliance with those relative value at risk tasks under Rule 18f-4. Please also
disclose what each Fund’s “designated reference portfolio” will be.

Response:
Designated reference portfolios are provided in Appendix A. Hypothetical calculations are provided in Appendix B.

Fund
Fee Table and Expenses

Comment
4: Please provide a completed fee table and expense example for each Fund, as required by Item 3 of Form N-1A.

Response:
The fee tables and expense examples have been updated.

Comment
5: Please confirm that the expense limitation agreement for each Fund will be effective for at least one year from the effective
date of the Prospectus.

Response:
The registrant confirms that the expense limitation agreement for each Fund will be effective for at least one year from the effective
date of the Prospectus.

Principal
Investment Strategies

Comment
6:

(A)
In prong (6) in the paragraph that begins with “The Fund’s cash balance may be invested in the following instruments…”
please specify what kind of equity or fixed income securities the Fund may invest in and, if applicable, add a corresponding risk to
the risk section

(B)
The Staff notes that both prong (4) and prong (6) of the same paragraph refer to swap agreements. If the swap agreements are different
in each prong, please specify what kind of swap agreements the Fund may invest in and, if appliable, add corresponding risks to the risk
section

(C)
Please clarify how the prong (4) swap agreements are different than the prong (6) swap agreements.

Response:

 (A) The
                                            registration has been amended accordingly.

 (B) The
                                            wording has been modified to the following “(6) US equities listed on a national
                                            security exchange, sovereign fixed income securities with a credit rating at least equal
                                            to the United States Federal Government, or corporate debt securities, such as commercial
                                            paper and other short-term unsecured promissory notes issued by businesses that are rated
                                            investment grade for the purposes of entering into swap agreements with the Fund’s
                                            swap counterparties.”

An
additional risk disclosure has been included to cover investment in US equities.

 (C) Prong
                                            (4) refers to the collateral posted under the swap agreement.

Prong
(6) refers to an investment in securities which performance is being swapped.

GRANITESHARES
2X LONG IONQ DAILY ETF

Information
About the Fund

Comment
7: In the first paragraph, please revise “seeks daily inverse investment results” because the Fund is a long ETF.

Response:
The registration has been amended to incorporate the comment.

Principal
Investment Strategies

Comment
8: Please include additional disclosures discussing the nature of IonQ, Inc.’s business, similar to what the Trust disclosed
with its other single stock ETFs.

Response:
Additional disclosures have been provided.

Principal
Risks of Investing in the Fund

Comment
9: The Underlying Stock Risk states that the performance of the Underlying Stock is subject to the risks of the industrial machinery
industry, while the disclosure in the strategy section says that the Underlying Stock’s investment exposure is concentrated in
the electronic data processing. Please reconcile the discrepancy.

Response:
The registration has been amended to incorporate the comment.

GRANITESHARES
2X LONG SQ DAILY ETF

Information
About the Fund

Comment
10: The SEC notes that Block, Inc. has recently updated its ticker. Please update in the disclosure accordingly.

Response:
The registration has been amended to incorporate the comment.

Comment
11: In the first paragraph the Fund discloses that the Fund seeks daily inverse results. Please revise because the Fund is a long
ETF.

Response:
The registration has been amended to incorporate the comment.

Principal
Risks of Investing in the Fund

Comment
12: Please tailor the Underlying Stock Risk disclosure to Block, Inc.

Response:
Additional risk disclosures have been included.

GRANITESHARES
2X LONG MARA DAILY ETF

Principal
Investment Strategies

Comment
13: In the final paragraph of this section, please provide in plain English a description of what “digital asset compute”
means. In addition, please disclose that MARA Holdings Inc. primarily mines digital assets with a focus on bitcoin.

Response:
The registration has been amended to incorporate the comment.

Principal
Risks of Investing in the Fund

Comment
14: (A) Please include a Bitcoin Risk and Blockchain Risk, and (B) in addition, based on the nature of the underlying issuers bitcoin
mining business, please consider disclosing the risks regarding bitcoin halving cash rate and geographic and technological concerns in
particular to MARA Holdings Inc.

Response:
The registration has been amended to incorporate the comment.

Comment
15: The Underlying Stock Risk discloses that the performance of the Underlying Stock is subject to the risks of the industrial machinery
industry, while the strategy section discloses that the Underlying Stock’s investment exposure is concentrated in the electronic
data processing industry. Please reconcile the discrepancy between the two disclosures.

Response:
The registration has been amended to incorporate the comment.

GRANITESHARES
2X SHORT MSTR DAILY ETF

Comment
16: Based on publicly available information, the Staff notes that other 2x MSTR funds have experienced difficulty maintaining targeted
exposure. To better inform investors, please consider providing on the Fund’s website and in future filings the number of days
in the last six months that the Fund has failed to provide the sought after leveraged returns, as well as, the highest positive and negative
variances during such times. Please consider updating the Prospectus risk disclosure to state that there may be material deviations from
the daily investment objectives and describe the circumstances that could cause this to happen.

Response:

The
information comparing the targeting leverage factor and the actual leverage factor will be added to the Fund’s website.

The
“Tracking Error Section” of has been amended to incorporate the comment.

Principal
Risks of Investing in the Fund

Comment
17: The SEC notes that the first paragraph on page 35 looks to be cut off, please revise.

Response:
The missing text has been added in the revised registration

GRANITESHARES
2X LONG PDD DAILY ETF

Comment
18: Please confirm that PDD Holdings, Inc. is eligible to file on Form F-3.

Response:
An F-3 form has been filed by the PDD Holdings Inc on November 16, 2020.

Principal
Investment Strategies

Comment
19: In the first paragraph the Fund discloses that the Fund aims to general daily performance. Please revise because the Fund is
a long ETF.

Response:
The registration has been amended to incorporate the comment.

GRANITESHARES
2X LONG RDDT DAILY ETF

Principal
Investment Strategies

Comment
20: In the first paragraph the Fund discloses that the Fund aims to general daily performance. Please revise because the Fund is
a long ETF.

Response:
The registration has been amended to incorporate the comment.

GRANITESHARES
2X LONG RIOT DAILY ETF

Information
About the Fund

Comment
21: In the first paragraph the Fund discloses that the Fund seeks daily inverse results. Please revise because the Fund is a long
ETF.

Response:
The registration has been amended to incorporate the comment.

Principal
Investment Strategies

Comment
22: In the final paragraph of this section, it is disclosed that Riot Platforms, Inc. is a healthcare company engaged in diabetes
care. However, the Staff notes that the company might be a bitcoin company and is engaging in data mining. Please revise the disclosure
accordingly.

Response:
The registration has been amended to reflect the Underlying Stock’s business activity.

Principal
Risks of Investing in the Fund

Comment
23: The Underlying Stock Risk discloses that the performance of the Underlying Stock is subject to the risks of the consumer services
industry. Please confirm that this is the correct industry.

Response:
Nasdaq.com reports that the Underlying Stock belongs to the “Consumer Services” industry and hence was used in the previous
version of the registration. The registrant observes that the Industry Classification Benchmark (ICB) classifies the Underlying Stock
under the Capital Market industry and the registrant changed the classification accordingly and the associated risks accordingly.

Comment
24: Based on the nature of the underlying issuers bitcoin mining business, please consider disclosing the risks regarding bitcoin
halving cash rate and geographic and technological concerns in particular to Riot Platforms, Inc.

Response:
The registration has been amended to incorporate the comment.

Comment
25: Please remove Denmark Investing Risk because it appears to be included in error.

Response:
The registration has been amended to incorporate the comment.

GRANITESHARES
2X LONG HOOD DAILY ETF

Information
About the Fund

Comment
26: In the first paragraph the Fund discloses that the Fund seeks daily inverse results. Please revise because the Fund is a long
ETF.

Response:
The registration has been amended to incorporate the comment.

Principal
Risks of Investing in the Fund

Comment
27: Please consider elaborating further on the types of risks identified in the Underlying Stock Risk disclosure, and how they impact
the underlying issuer.

Response:
Additional risk disclosures have been included under the “Underlying Stock Risk” paragraph.

GRANITESHARES
2X LONG NOW DAILY ETF

Principal
Risks of Investing in the Fund

Comment
28: The Staff believes the references to the “Inverse Fund” in the paragraph above the table are a mistake because this
is a long ETF. Please revise the disclosure accordingly.

Response:
The registration has been amended to incorporate the comment.

GRANITESHARES
2X LONG VRT DAILY ETF

Principal
Risks of Investing in the Fund

Comment
29: Please remove Taiwan Investing Risk because it appears to be included in error.

Response:
The registration has been amended to incorporate the comment.

ADDITIONAL
INFORMATION ABOUT THE FUNDS’ INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

Principal
Investment Strategies

Comment
30: In the paragraph underneath Table 5, please disclose the hypothetical return for the 2x Inverse Fund in this paragraph as well.

Response:
The registration has been amended to incorporate the comment.

Principal
Risks of Investing in the Funds

Comment
30: Please delete the repeated Compounding Risk (All Funds).

Response:
The registration has been amended to incorporate the comment.

If
you have any questions, please call the undersigned at (216) 566-5706.

    Very
    truly yours,

    /s/
    Andrew Davalla

    Andrew
    Davalla

Appendix
A – Benchmarks 18f4 purposes

Appendix
B – Relative VAR results

Model parameters used: 99% confidence interval,
20-trading days scaling, 3-year simulation period or since IPO.

GRANITESHARES
FUNDS

Prospectus

[
], 2025

    GRANITESHARES
    FUNDS

    TICKER
    SYMBOL

    GraniteShares 2x Long
    IONQ Daily ETF

    IONL

    GraniteShares
    2x Long XYZ Daily ETF

    SQRL

    GraniteShares
    2x Long MARA Daily ETF

    MRAL

    GraniteShares
    2x Short MSTR Daily ETF

    MSDD

    GraniteShares
    2x Long MRVL Daily ETF

    MVLL

    GraniteShares
    2x Long PDD Daily ETF

    PDDL

    GraniteShares
    2x Long RDDT Daily ETF

    RDTL

    GraniteShares
    2x Long RIOT Daily ETF

    RIOL

    GraniteShares
    2x Long HOOD Daily ETF

    HOOL

    GraniteShares
    2x Long NOW Daily ETF

    NOWL

    GraniteShares
    2x Long SNOW Daily ETF

    SNWL

    GraniteShares
    2x Long VRT Daily ETF

    VRTL

The
Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

GraniteShares
Funds are advised by GraniteShares Advisors LLC.

The
Funds seek daily inverse or leveraged investment results and are intended to be used as short-term trading vehicles. Each Fund with “Long”
in its name attempts to provide daily investment results that correspond to the respective long leveraged multiple of the performance
of an underlying stock (each a Leveraged Long Fund). Each Fund with “Short” in its name attempts to provide daily investment
results that correspond to the inverse (or opposite) multiple of the performance of an underlying stock (each an Inverse Fund).

The
Funds are not intended to be used by, and are not appropriate for, investors who do not intend to actively monitor and manage their portfolios.
The Funds are very different from most mutual funds and exchange-traded funds. Investors should note that:

(1)
The Leverage