Correspondence 0001493152-24-015959 from Dynamic Shares Trust (WEIX) (CIK 0001771951)
Dynamic Shares Trust (WEIX) (CIK 0001771951)
Date: April 25, 2024 · CIK: 0001771951 · Accession: 0001493152-24-015959
AI Filing Summary & Sentiment
File numbers found in text: 333-277681
Letter
Via EDGAR Correspondence United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Dynamic Shares Trust File No. 333-277681
Dear Mss. Stanton and Gessert:
This letter responds to your comments regarding the registration statement filed on Form S-1 for Dynamic Shares Trust (the “Trust”) with the Staff of the Securities and Exchange Commission (the “Staff”) on March 5, 2024 (the “Registration Statement”). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement.
Comment 1 – Incorporation of Information by Reference, page 75
The Staff notes that you incorporate information by reference into the your Registration Statement. However, it appears that you are ineligible to do so because you have not yet filed an annual report required under Section 13(a) or Section 15(d) of the Exchange Act for your most recently completed fiscal year. See General Instruction VII.C to Form S-1. Please amend your registration statement to include all of the disclosure required by Form S-1 or, in the alternative, file your Form 10-K for the fiscal year ended December 31, 2023, and update this section accordingly. For guidance, refer to Regulation S-K C&DI 117.05.
Response to Comment 1
The Trust has filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the Registration Statement has been updated to incorporate that filing by reference.
United States Securities and Exchange Commission
Division of Corporation Finance
April 25, 2024
Page
Comment 2 – Incorporation of Information by Reference, page 75
The Staff notes that you have incorporated by reference certain reports filed pursuant to Section 13 and Section 15(d) of the Exchange Act, but it appears that you have not made all such reports readily available and accessible on your website. Please explain why you believe that you are eligible to incorporate by reference pursuant to General Instruction VII.F to Form S-1. For guidance, refer to Securities Act Forms C&DI 113.04.
Response to Comment 2
The Sponsor has updated its website to include all Exchange Act reports incorporated by reference available on the Trust’s website, and the Sponsor will continue to update its website with any future Exchange Act filings that are incorporated by reference into the Registration Statement. Accordingly, the Sponsor believes that it is eligible to incorporate such information by referenced under General Instruction VII.F to Form S-1.
********
Please call me at (312) 845-3421 if you have any questions or issues you would like to discuss regarding these matters.
Sincerely yours,
Chapman and Cutler
llp
Show Raw Text
CORRESP
1
filename1.htm
James
Audette
Partner
Chapman
and Cutler LLP
320
South Canal Street, 27th Floor
Chicago,
Illinois 60606
T 312.845.3000
D 312.845.3421
F 312.516.1421
audette@chapman.com
April
25, 2024
Via
EDGAR Correspondence
United
States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
Dynamic Shares Trust
File No. 333-277681
Dear
Mss. Stanton and Gessert:
This
letter responds to your comments regarding the registration statement filed on Form S-1 for Dynamic Shares Trust (the “Trust”)
with the Staff of the Securities and Exchange Commission (the “Staff”) on March 5, 2024 (the “Registration
Statement”). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration
Statement.
Comment
1 – Incorporation of Information by Reference, page 75
The
Staff notes that you incorporate information by reference into the your Registration Statement. However, it appears that you are ineligible
to do so because you have not yet filed an annual report required under Section 13(a) or Section 15(d) of the Exchange Act for your most
recently completed fiscal year. See General Instruction VII.C to Form S-1. Please amend your registration statement to include all of
the disclosure required by Form S-1 or, in the alternative, file your Form 10-K for the fiscal year ended December 31, 2023, and update
this section accordingly. For guidance, refer to Regulation S-K C&DI 117.05.
Response
to Comment 1
The
Trust has filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the Registration Statement has been updated
to incorporate that filing by reference.
United
States Securities and Exchange Commission
Division
of Corporation Finance
April
25, 2024
Page
2
Comment
2 – Incorporation of Information by Reference, page 75
The
Staff notes that you have incorporated by reference certain reports filed pursuant to Section 13 and Section 15(d) of the Exchange Act,
but it appears that you have not made all such reports readily available and accessible on your website. Please explain why you believe
that you are eligible to incorporate by reference pursuant to General Instruction VII.F to Form S-1. For guidance, refer to Securities
Act Forms C&DI 113.04.
Response
to Comment 2
The
Sponsor has updated its website to include all Exchange Act reports incorporated by reference available on the Trust’s website,
and the Sponsor will continue to update its website with any future Exchange Act filings that are incorporated by reference into the
Registration Statement. Accordingly, the Sponsor believes that it is eligible to incorporate such information by referenced under General
Instruction VII.F to Form S-1.
********
Please
call me at (312) 845-3421 if you have any questions or issues you would like to discuss regarding these matters.
Sincerely yours,
Chapman and Cutler
llp
By:
/s/ James Audette
James Audette