SEC Comment Letter 0000000000-23-005270 to ConvexityShares Trust (CIK 0001817218)
ConvexityShares Trust (CIK 0001817218)
Date: May 17, 2023 · CIK: 0001817218 · Accession: 0000000000-23-005270
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-256463
Letter
United States securities and exchange commission logo May 17, 2023 Simon Ho Principal Executive Officer ConvexityShares Trust 7 Roszel Road, Suite 1A Princeton, NJ 08540 Re:ConvexityShares Trust Post-Effective Amendment No. 2 to Registration Statement on Form S-1 Filed May 16, 2023 File No. 333-256463 Dear Simon Ho: We have reviewed your post-effective amendment and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Post-Effective Amendment No. 2 to Registration Statement on Form S-1 General 1.Refer to your response to comment 2. Please revise your disclosure on your cover page and throughout, including the prospectus summary and risk factors to disclose how the Leveraged Fund's investors could lose all of their money based upon single day movements in the Index. In this regard, we note your website states that "[i]f the Index declines by more than 66.67% on a given trading day, the Leveraged Fund's investors would lose all of their money" and that "[t]his would be the case with any such single day movements in the Index, even if the Index maintains a level greater than zero at all times."
FirstName LastNameSimon Ho Comapany NameConvexityShares Trust May 17, 2023 Page 2 FirstName LastName Simon Ho ConvexityShares Trust May 17, 2023 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 Sonia Bednarowski at 202-551-3666 or Sandra Hunter Berkheimer, Legal Branch Chief, at 202-551-3758 with any questions. Sincerely, Division of Corporation Finance Office of Crypto Assets
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United States securities and exchange commission logo
May 17, 2023
Simon Ho
Principal Executive Officer
ConvexityShares Trust
7 Roszel Road, Suite 1A
Princeton, NJ 08540
Re:ConvexityShares Trust
Post-Effective Amendment No. 2 to
Registration Statement on Form S-1
Filed May 16, 2023
File No. 333-256463
Dear Simon Ho:
We have reviewed your post-effective amendment and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Post-Effective Amendment No. 2 to Registration Statement on Form S-1
General
1.Refer to your response to comment 2. Please revise your disclosure on your cover page
and throughout, including the prospectus summary and risk factors to disclose how the
Leveraged Fund's investors could lose all of their money based upon single day
movements in the Index. In this regard, we note your website states that "[i]f the Index
declines by more than 66.67% on a given trading day, the Leveraged Fund's investors
would lose all of their money" and that "[t]his would be the case with any such single day
movements in the Index, even if the Index maintains a level greater than zero at all times."
FirstName LastNameSimon Ho
Comapany NameConvexityShares Trust
May 17, 2023 Page 2
FirstName LastName
Simon Ho
ConvexityShares Trust
May 17, 2023
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 Sonia Bednarowski at 202-551-3666 or Sandra Hunter Berkheimer, Legal
Branch Chief, at 202-551-3758 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets