Correspondence 0001213900-24-034700 from VS Trust (SVIX, UVIX) (CIK 0001793497) (SVIX)
VS Trust (SVIX, UVIX) (CIK 0001793497)
Date: April 22, 2024 · CIK: 0001793497 · Accession: 0001213900-24-034700
AI Filing Summary & Sentiment
File numbers found in text: 333-248430
Letter
Division of Corporation Finance Office of Crypto Assets Washington, DC. 20549 Re: VS Trust (the “Trust” or “Registrant”) Post-Effective Amendment No. 3 to the Registration Statement on Form S-1 File No. 333-248430 (the “Post-Effective Amendment”)
Dear Messrs. Stanton and Gessert:
We are writing in response to your letter to Justin Young (a principal of Volatility Shares LLC) dated April 16, 2024, providing comments with respect to the Post-Effective Amendment. Our responses to your comments are set forth herein.
Comment 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.
Response: The Registrant has removed all Exchange Act reports other than those described in paragraphs (a)(1) and (2) of Item 12 of Form S-1 from being incorporated by reference, as reflected in Pre-Effective Amendment No. 1 to the Post-Effective Amendment, filed on April 22, 2024 (the “Pre-Effective Amendment No. 1”).
Comment 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.
Response: A currently dated and signed consent from the Registrant’s independent registered accounting firm has been included with Pre-Effective Amendment No. 1. Additionally, Pre-Effective Amendment No. 1 includes, as Exhibits 5.1 and 8.1, final, signed opinions and the exhibit index has been revised to remove “form of” references.
If you have any questions or comments in connection with the foregoing, please me at (202) 478-6492.
Sincerely,
/s/ Barry Pershkow
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Barry Pershkow
Partner
Chapman and Cutler LLP
1717 Rhode Island Avenue NW
Washington, DC 20036-3026
Tel: 202.478.6492
pershkow@chapman.com
April
22, 2024
FILED
VIA EDGAR CORRESPONDENCE
Austin
Stanton
David
Gessert
Division
of Corporation Finance
Office
of Crypto Assets
U.S.
Securities and Exchange Commission
100
F Street NE
Washington,
DC. 20549
Re:
VS Trust (the “Trust”
or “Registrant”)
Post-Effective Amendment No. 3 to the Registration
Statement on Form S-1
File No. 333-248430 (the “Post-Effective Amendment”)
Dear
Messrs. Stanton and Gessert:
We
are writing in response to your letter to Justin Young (a principal of Volatility Shares LLC) dated April 16, 2024, providing comments
with respect to the Post-Effective Amendment. Our responses to your comments are set forth herein.
Comment
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.
Response:
The Registrant has removed all Exchange Act reports other than those described in paragraphs (a)(1) and (2) of Item 12 of Form S-1 from
being incorporated by reference, as reflected in Pre-Effective Amendment No. 1 to the Post-Effective Amendment, filed on April 22, 2024
(the “Pre-Effective Amendment No. 1”).
Comment
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.
Response:
A currently dated and signed consent from the Registrant’s independent registered accounting firm has been included with Pre-Effective
Amendment No. 1. Additionally, Pre-Effective Amendment No. 1 includes, as Exhibits 5.1 and 8.1, final, signed opinions and the exhibit
index has been revised to remove “form of” references.
If
you have any questions or comments in connection with the foregoing, please me at (202) 478-6492.
Sincerely,
/s/ Barry Pershkow
Barry Pershkow
cc:
Justin Young, Volatility Shares LLC