SEC Comment Letter 0000000000-24-004109 to VS Trust (SVIX, UVIX) (CIK 0001793497) (SVIX)
VS Trust (SVIX, UVIX) (CIK 0001793497)
Date: April 16, 2024 · CIK: 0001793497 · Accession: 0000000000-24-004109
AI Filing Summary & Sentiment
File numbers found in text: 333-248430
Letter
United States securities and exchange commission logo April 16, 2024 Justin Young Principal Executive Officer VS Trust 2000 PGA Boulevard, Suite 4440 Palm Beach Gardens, FL 33408 Re:VS Trust Post-Effective Amendment No. 3 to Form S-1 Filed March 28, 2024 File No. 333-248430 Dear Justin Young: We have reviewed your post-effective amendment and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Post-Effective Amendment No. 3 to Form S-1 filed March 28, 2024 Incorporation by Reference of Certain Documents, page 101 1.We note that you have incorporated by reference previously filed Exchange Act reports other than those described in paragraphs (a)(1) and (2) of Item 12 of Form S-1. Please tell us why you are incorporating these older filings and on what basis you are able to do so, or revise to remove them. Item 16. Exhibits and Financial Statement Schedules, page II-2 2.Reference is made to Exhibit 23.3. Please amend your filing to include a currently dated and signed consent from your independent registered public accounting firm. Additionally, we note your description of Exhibits 5.1 and 8.1. Prior to requesting effectiveness, please file final, signed opinions, not merely a "form of" those exhibits, and revise their descriptions in the exhibit index accordingly. Refer to Section 7 of the Securities Act and Item 601(b)(23) of Regulation S-K for guidance.
FirstName LastNameJustin Young Comapany NameVS Trust April 16, 2024 Page 2 FirstName LastName Justin Young VS Trust April 16, 2024 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Austin Stanton at 202-551-2197 or David Gessert at 202-551-2326 with any other questions. Sincerely, Division of Corporation Finance Office of Crypto Assets cc: Barry Pershkow
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United States securities and exchange commission logo
April 16, 2024
Justin Young
Principal Executive Officer
VS Trust
2000 PGA Boulevard, Suite 4440
Palm Beach Gardens, FL 33408
Re:VS Trust
Post-Effective Amendment No. 3 to Form S-1
Filed March 28, 2024
File No. 333-248430
Dear Justin Young:
We have reviewed your post-effective amendment and have the following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Post-Effective Amendment No. 3 to Form S-1 filed March 28, 2024
Incorporation by Reference of Certain Documents, page 101
1.We note that you have incorporated by reference previously filed Exchange Act reports
other than those described in paragraphs (a)(1) and (2) of Item 12 of Form S-1. Please tell
us why you are incorporating these older filings and on what basis you are able to do so,
or revise to remove them.
Item 16. Exhibits and Financial Statement Schedules, page II-2
2.Reference is made to Exhibit 23.3. Please amend your filing to include a currently dated
and signed consent from your independent registered public accounting firm.
Additionally, we note your description of Exhibits 5.1 and 8.1. Prior to
requesting effectiveness, please file final, signed opinions, not merely a "form of" those
exhibits, and revise their descriptions in the exhibit index accordingly. Refer to Section 7
of the Securities Act and Item 601(b)(23) of Regulation S-K for guidance.
FirstName LastNameJustin Young
Comapany NameVS Trust
April 16, 2024 Page 2
FirstName LastName
Justin Young
VS Trust
April 16, 2024
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Austin Stanton at 202-551-2197 or David Gessert at 202-551-2326 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc: Barry Pershkow