SecProbe.io

CORRESP
1
filename1.htm

September
23, 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
June 23, 2025, GraniteShares ETF Trust (the “Trust” or “Registrant”), on behalf of GraniteShares YieldBOOST QQQ
3x Income ETF, GraniteShares YieldBOOST SPY 3x Income ETF, GraniteShares YieldBOOST Small Cap 3x Income ETF, GraniteShares YieldBOOST
Biotech 3x Income ETF, GraniteShares YieldBOOST Financials 3x Income ETF, GraniteShares YieldBOOST Gold Miners 2x Income ETF, GraniteShares
YieldBOOST Semiconductor 3x Income ETF, GraniteShares YieldBOOST Technology 3x Income ETF, GraniteShares YieldBOOST China 3x Income ETF,
GraniteShares YieldBOOST 20Y+ Treasuries 3x Income ETF, GraniteShares YieldBOOST Bitcoin 2x Income ETF, GraniteShares YieldBOOST AAPL
2x Income ETF, GraniteShares YieldBOOST AMD 2x Income ETF, GraniteShares YieldBOOST AMZN 2x Income ETF, GraniteShares YieldBOOST BABA
2x Income ETF, GraniteShares YieldBOOST COIN 2x Income ETF, GraniteShares YieldBOOST META 2x Income ETF, GraniteShares YieldBOOST MSFT
2x Income ETF, GraniteShares YieldBOOST NVDA 2x Income ETF and GraniteShares YieldBOOST TSLA 2x Income ETF (the “Funds”)
filed a Post-Effective Amendment #95 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 August 8, 2025, you provided comments to the Amendment to which we have responded. In a telephone conversation
on September 11, 2025, you provided additional 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.

Comment
1: Under the second paragraph under the “Principal Investment Strategies” heading, that Staff suggests editing
the first sentence for every Fund with an Underlying Leveraged ETF to the following: “The Fund is subject to the losses from the
Underlying Leveraged ETF, which would likely be [2x and/or 3x] the losses compared to the Underlying Index”.

Response: The
Registrant confirms that that the proposed language will be added to the registration.

Comment
2: For each Fund’s investment objective, please consider deleting the secondary investment objective because it appears that
the exposure is only exposure to potential losses, and the secondary investment objective infers gains and losses but there are only
losses.

Response: The
Registrant acknowledges the comment but respectfully declines to implement it.

The
Registrant notes that each Fund has both a down-side and an up-side exposure to the Underlying Leveraged ETF’s performance, although,
and as disclosed in the registration statement, the exposure to the upside is limited. Accordingly, the Registrant believes that this
statement is in line with the disclosures made under examples 1 2 and 3.

Further,
the Registrant also notes that investors performing total return analysis on their investment will observe that the Fund’s performance
is affected by the performance of the Underlying Leveraged ETF’s performance whether it goes up or down.

On
that basis, the Registrant is concerned that by removing the secondary investment objective, investors may not appreciate the full economic
exposure provided by the Fund.

Comment
3: The Staff notes that the Registrant’s response to Comment 7 states that prong (6) in the fifth paragraph the “Principal
Investment Strategies” heading that begins with “[t]he Fund cash balance may be invested in the following instruments…”
would be deleted but the Amendment shows that prong (6) was instead revised. Please confirm that prong (6) is deleted. If the Registrant
meant to revise prong (6), please revise the response accordingly and supplementally explain why “U.S. large cap equities”
are being labeled as cash and how much will go through equities.

Response: The
Registrant does not believe that the statement is labelling US large cap equities as cash equivalent.

Instead,
the Registrant believes that the registration statement indicates that the cash may be invested in US large cap, as well as “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”

There
are no restrictions as how much would of the cash could be invested in cash equities, although the registration statement indicates that
such investment would be made “to improve its [the Fund] operational efficiency”.

Comment
4: Please confirm that the response to Comment 2(a) applies to 3x Funds as well.

Response:
The Registrant confirms that previous Comment (2) a has been applied to 3x Fund as well.

Comment
5: The Staff notes that that “QQQ” is the ticker for Invesco QQQ Trust, not the Nasdaq-100® Index. Please
revise the ticker for GraniteShares YieldBOOST QQQ ETF accordingly.

Response:
The Registrant notes that it doesn’t have full control over the tickers granted and is instead dependent on availability at the
time a request is made. For instance, the tickers QQYY, QQQY, QQQI were already reserved or in use when the request was submitted to
the exchange and hence ended using the current ticker.

Comment
6: The Staff notes that that “SPY” is not ticker for the S&P500® Index, but the ticker for an unleveraged
ETF. For consistency, please revise the Fund name for GraniteShares YieldBOOST SPY ETF accordingly.

Response:
The Registrant notes that the term “SPX” requires a specific license that it has been able secured.

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

    Very
    truly yours,

    /s/
    Andrew Davalla

    Andrew
    Davalla

GRANITESHARES
FUNDS

Prospectus

[  ],
2025

    GRANITESHARES
    FUNDS

    TICKER
    SYMBOL

    GraniteShares
    YieldBOOST QQQ ETF

    TQQY

    GraniteShares
    YieldBOOST SPY ETF

    YSPY

    GraniteShares
    YieldBOOST Small Cap ETF

    RYY

    GraniteShares
    YieldBOOST Biotech ETF

    BIOY

    GraniteShares
    YieldBOOST Financials ETF

    FINY

    GraniteShares
    YieldBOOST Gold Miners ETF

    NUGY

    GraniteShares
    YieldBOOST Semiconductor ETF

    SEMY

    GraniteShares
    YieldBOOST Technology ETF

    TECY

    GraniteShares
    YieldBOOST China ETF

    CNYY

    GraniteShares
    YieldBOOST 20Y+ Treasuries ETF

    FIYY

    GraniteShares
    YieldBOOST Bitcoin ETF

    XBTY

    GraniteShares
    YieldBOOST AAPL ETF

    APYY

    GraniteShares
    YieldBOOST AMD ETF

    AMYY

    GraniteShares
    YieldBOOST AMZN ETF

    AZYY

    GraniteShares
    YieldBOOST BABA ETF

    BBYY

    GraniteShares
    YieldBOOST COIN ETF

    COYY

    GraniteShares
    YieldBOOST META ETF

    FBYY

    GraniteShares
    YieldBOOST MSFT ETF

    MSYY

    GraniteShares
    YieldBOOST NVDA ETF

    NVYY

    GraniteShares
    YieldBOOST TSLA ETF

    TSYY

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.

An
investment in a Fund is not an investment in the corresponding Underlying Leveraged ETF. However, each Fund’s performance
may be significantly dependent on the return of its corresponding Underlying Leveraged ETF, especially in periods of market volatility.

Investors
who do not understand the Funds, or do not intend to monitor their investments, should not buy the Funds.

There
is no assurance that any Fund will achieve its investment objective and an investment in a Fund could lose money. No single Fund is a
complete investment program.

TABLE
OF CONTENTS

    Page

    GraniteShares YieldBOOST QQQ ETF
    1

    GraniteShares YieldBOOST SPY ETF
    14

    GraniteShares YieldBOOST Small Cap ETF
    27

    GraniteShares YieldBOOST Biotech ETF
    40

    GraniteShares YieldBOOST Financials ETF
    53

    GraniteShares YieldBOOST Gold Miners ETF
    65

    GraniteShares YieldBOOST Semiconductor ETF
    78

    GraniteShares YieldBOOST Technology ETF
    91

    GraniteShares YieldBOOST China ETF
    104

    GraniteShares YieldBOOST 20Y+ Treasuries ETF
    117

    GraniteShares YieldBOOST Bitcoin ETF
    130

    GraniteShares YieldBOOST AAPL ETF
    145

    GraniteShares YieldBOOST AMD ETF
    158

    GraniteShares YieldBOOST AMZN ETF
    170

    GraniteShares YieldBOOST BABA ETF
    183

    GraniteShares YieldBOOST COIN ETF
    196

    GraniteShares YieldBOOST META ETF
    209

    GraniteShares YieldBOOST MSFT ETF
    222

    GraniteShares YieldBOOST NVDA ETF
    235

    GraniteShares YieldBOOST TSLA ETF
    248

    Additional Information about the Funds’ Investment Objectives, Strategies and Risks
    261

    FUND WEBSITE AND DISCLOSURE OF PORTFOLIO HOLDINGS
    278

    Fund Management
    278

    Buying and Selling Shares
    280

    Dividends, Distributions, and Taxes
    281

    Distribution of Fund Shares
    284

    Premium/Discount Information
    284

    Fund Service Providers
    284

    Financial Highlights
    284

    GraniteShares ETF Trust
    286

    i

GraniteShares
YIELDBOOST QQQ ETF – Summary

Investment
Objective

The
Fund’s primary investment objective is to achieve 3 times (300%) the income generated from selling options on the Nasdaq-100®
Index (the “Underlying Index”) by selling options on leveraged exchange-traded funds designed to deliver
3 times (300%) the daily performance of the Underlying Index (the “Underlying Leveraged ETF”). The Fund’s
secondary investment objective is to gain exposure to the performance of the Underlying Leveraged ETF, subject to a cap on potential
investment gains. A downside protection may be implemented which could affect the net income level.

Fund
Fees and Expenses

This
table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund (“Shares”). The fees
are expressed as a percentage of the Fund’s average daily net assets. Investors may pay other fees, such as brokerage commissions
and other fees to financial intermediaries, which are not reflected in the table and example below.

    Annual Fund Operating Expenses

 (expenses that you pay each year as a percentage of the value of your investment)

    Management Fee
      0.99 %

    Distribution and/or Service (12b-1) Fees
      0.00 %

    Other Expenses (1)
      0.08 %

    Acquired Fund Fees and Expenses (2)
      0.00 %

    Total Annual Fund Operating Expenses
      1.07 %

    Fee Waiver/Reimbursements (3)
      0.00 %

    Net Annual Fund Operating Expenses After Fee Waiver/Reimbursements (1), (2), (3)
      1.07 %

    (1)
    Other
    Expenses are estimated for the Fund’s initial fiscal year.

    (2)
    Acquired
    Fund Fees and Expenses are the indirect costs of investing in other investment companies. Total Annual Fund Operating Expenses reflect
    Fund expenses paid indirectly and do not correlate to the expense ratios in the Fund’s Financial Highlights because the Financial
    Highlights include only the direct operating expenses incurred by the Fund and exclude Acquired Fund Fees and Expenses. The amounts
    are estimated for the Fund’s initial fiscal year.

    (3)
    GraniteShares
    Advisors LLC has contractually agreed to waive its fees and/or pay for operating expenses of the Fund to ensure that total annual
    fund operating expenses (exclusive of any (i) interest, (ii) brokerage fees and commission, (iii) acquired fund fees and expenses,
    (iv) fees and expenses associated with instruments in other collective investment vehicles or derivative instruments (including for
    example options and swap fees and expenses), (v) interest and dividend expense on short sales, (vi) taxes, (vii) other fees related
    to underlying investments (such as option fees and expenses or swap fees and expenses), (viii) expenses incurred in connection with
    any merger or reorganization or (ix) extraordinary expenses such as litigation) will not exceed 1.15%. This agreement is effective
    until December 31, 2026, and it may be terminated before that date only by the Trust’s Board of Trustees. GraniteShares
    Advisors LLC may request recoupment of previously waived fees and paid expenses from the Fund for three years from the date such
    fees and expenses were waived or paid, if such reimbursement will not cause the Fund’s total expense ratio to exceed the expense
    limitation in place at the time of the waiver and/or expense payment and the expense limitation in place at the time of the recoupment.

Example

This
Example is intended to help you compare the cost of investing in the Fund with the cost of investing in mutual funds and other exchange-traded
funds.

    1

The
Example assumes that you invest $10,000 in the Fund for the time periods indicated and then sell all of your Shares at the end of those
periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain
the same. The figures shown would be the same whether or not you sold your Shares at the end of each period.

Although
your actual costs may be higher or lower, based on these assumptions your costs would be:

    1 Year
    3 Years

    $ 109
    $ 340

Portfolio
Turnover

The Fund pays transaction costs, such as commissions, when it, buys and sells securities (or “turns over” its portfolio).
A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance.
During the most recent fiscal year, the Fund’s portfolio turnover rate was 0% of the average value of its portfolio, since the Fund
invested only in instruments that are excluded from portfolio turnover rate calculations. However, if the Fund’s use of derivatives
were reflected, the Fund’s portfolio turnover rate would be higher.

Principal
Investment Strategies

The Fund is an actively managed exchange-traded fund (“ETF”) that seeks to pay weekly distributions by selling put options
on the Underlying Leveraged ETF, which provides exposure to 3 times the daily performance of the Underlying Index. It is expected that
the implied volatility on the Underlying Leveraged ETF to be three times the level of the Underlying Index’s implied volatility
and selling options on the Underlying Leveraged ETF to generate, over the same time horizon and for the same strike levels, three times
the premium generated by selling options on the Underlying Index. The premium received by the Fund from selling options will be distributed
at least partially before the maturity of the options. This allows the Fund to make distributions on a weekly basis even if the options
sold have longer maturity (such as monthly maturity for instance). This approach may result in the distributions being treated fiscally
as return of capital (see “Distribution Risk” under the section “Principal Risks of Investing in the Fund”). There
is no guarantee that the Fund will generate twice the level of premium that would be generated by selling options on the Underlying Index.

The Fund is subject to the losses from the Underlying Leveraged ETF, which would likely be three times the losses compared to the Underlying
Index. In case a Put Spread Strategy (as defined under the se