SecProbe.io

CORRESP
1
filename1.htm

June
7, 2024

Ms.
Alison T. White

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Re:
    Themes
    ETF Trust, File Nos. 333-271700; 811-23872

Dear
Ms. White:

This
correspondence responds to comments provided by telephone by the staff of the U.S. Securities and Exchange Commission (the “Staff”)
pursuant to its review of Post-Effective Amendment No. 3 (the “Amendment”) to the registration statement for Themes ETF Trust
(the “Registrant” or the “Trust”), with respect to the Themes Alcoholic Beverage ETF, Themes Autonomous Driving
ETF, Themes Copper Miners ETF, Themes Lithium & Battery Metal Miners ETF, Themes Transatlantic Defense ETF, Themes Uranium &
Nuclear ETF, Themes US BuyBack Champions ETF, Themes US Capital Stability Champions ETF, Themes US Infrastructure ETF, Themes US Pricing
Power Champions ETF and Themes Waste & Recycling ETF (each, a “Fund” and collectively, the “Funds”) filed
on Form N-1A with the Securities and Exchange Commission on April 2, 2024. For your convenience, the comments have been reproduced with
responses following each comment. The captions used below correspond to the captions used in the Amendment. All capitalized terms not
otherwise defined herein have the meaning given to them in the Amendment.

PROSPECTUS

General

 1. For
                                            each Fund, please provide the Staff with the index methodology and a list of likely top ten
                                            holdings with sector and geographic exposures.

Response:
The index methodology and a list of likely top ten holdings with sector and geographic exposures for each Fund has been provided under
separate cover.

 2. Please
provide the completed Fees and Expenses table and Example for each Fund.

Response:
The completed Fees and Expenses table and Example for each Fund has been provided under separate cover.

 3. For
                                            those Funds that have an Exchange Requirement for Index inclusion, please disclose the current
                                            eligible exchanges.

Response:
The disclosure has been revised to list the current eligible exchanges for the Alcoholic Beverage ETF, the Autonomous Driving ETF, the
Copper Miners ETF, the Lithium & Battery Metal Miners ETF, and the Uranium & Nuclear ETF.

 4. Supplementally,
                                            inform the Staff whether the Funds have been designed to comply with the new amended Names
                                            Rule or the current Names Rule.

Response:
The Funds have been designed to comply with Rule 35d-1 (the “Names Rule”) under the Investment Company Act of 1940, as amended
effective December 11, 2023.

Themes
Alcoholic Beverage ETF

 3. We
                                            note that several of the categories in the Alcoholic Beverage Industry, such as Alcohol Logistics
                                            and Alcohol Retail, may also receive significant amounts of revenue from themes other than
                                            alcoholic beverages. As appropriate, include risk disclosure explaining the potential limitations
                                            on the ability of the Fund to isolate thematic exposure from other themes and, to the extent
                                            known, address the risks associated with other themes the Fund may be unintentionally exposed
                                            to.

Response:
Based on the Index Provider’s methodology to identify themes to which a company is exposed, the Registrant believes the current
disclosure adequately addresses the risks of investing in the themes that are a principal risk of the Fund.

 4. Consider
                                            whether it is appropriate to include in the Fund’s Summary Section disclosure of the
                                            risks of investing in China through companies structured as Variable Interest Entities (“VIEs”),
                                            as disclosed under “Risk of Investing in China - Special Risk Considerations of Investing
                                            in China” in the Additional Information about the Principal Risks of Investing in the
                                            Funds section of the Prospectus. Consider this for every Fund to which this risk pertains
                                            (Alcoholic Beverage ETF, Autonomous Driving ETF, Copper Miners ETF, Lithium & Battery
                                            Metal Miners ETF, and Uranium & Nuclear ETF).

Response:
The Registrant has added risk disclosure regarding the investment in China through VIE’s to the Summary Section of the Autonomous
Driving ETF under “Special Risk Considerations of Investing in China.” Investing in VIEs is not a principal risk of any of
the other Funds.

Themes
Autonomous Driving ETF

 5. Consider
                                            briefly explaining what “LiDAR (Light Detection and Ranging)” is in the Prospectus.

Response:
The disclosure has been revised to state that LiDAR (Light Detection and Ranging) is “a remote sensing method using lasers that
can detect objects and estimate distances.”

 5. Consider
                                            briefly explaining what “autonomous vehicle transportation fleets” are in the
                                            Prospectus.

Response:
The disclosure has been revised to state that operating autonomous vehicle transportation fleets is “the management, coordination
and maintenance of a group of autonomous vehicles owned by a business, government or non-profit organization.”

Themes
Transatlantic Defense ETF

 6. In
                                            order to avoid the implication that NATO has endorsed the Fund or that the Fund is in any
                                            way related to NATO, please use a different ticker symbol.

Response:
The Registrant respectfully declines to change its ticker symbol. The Registrant notes that its request to reserve NATO as its ticker
symbol was granted by the Nasdaq Stock Market. The Registrant further notes that NATO is not trademarked by the North Atlantic Treaty
Organization. In order to address the possible implications anticipated by the Staff, the Registrant has added the following statement
to the disclosure of the Fund’s principal investment strategies in its Summary Section: “The Fund is not endorsed by NATO
and is not affiliated with or in any way related to NATO.”

    2

Themes
US BuyBack Champions ETF

 6. If
                                            true, consider including a statement to the effect that the Fund’s strategy is based on the
                                            premise that the stock of a company that purchases its own stock will perform well because
                                            share buybacks are a signal to the market that the management of a company believes the company
                                            shares are undervalued.

Response:
The Registrant does not believe this statement accurately reflects the premise of the Fund’s strategy.

Themes
US Infrastructure ETF

 7. The
                                            first sentence of the third paragraph under “The Index” states “In order
                                            to be included as a part/component of the Parent Index, and therefore to be included in the
                                            Index Universe of the Index, companies must be classified in one of the following index categories…”
                                            Should the reference to the “Parent Index” refer instead to the index the Fund
                                            seeks to track, the Solactive United States Infrastructure Index (the “Index”)?
                                            If so, please revise.

Response:
The disclosure is correct as written. The classification of companies in the listed index categories is a requirement of the Solactive
GBS Global Markets Infrastructure All Cap Index and all companies included in the Index Universe of the Index must be included in the
Solactive GBS Global Markets Infrastructure All Cap Index. For clarification, the defined term “Parent Index” has been deleted
and the disclosure has been revised to state “In order to be a part/component of the Solactive GBS Global Markets Infrastructure
All Cap Index and to be included in the Index Universe of the Index...”

ADDITIONAL
INFORMATION ABOUT THE FUNDS – Additional Information About the Indexes

 8. In
                                            the section “Additional Information About the Indexes,” it is confusing to use
                                            bold type for the disclosures related to the Solactive Indexes and italics for the disclosures
                                            related to the BITA Indexes. Consider using the same typeface for both.

Response:
The disclosure related to the BITA Indexes has been revised to be in bold type.

    3

If
you have any questions regarding the above responses, please do not hesitate to contact me at (513) 708-6391 or Tina.Bloom@practus.com
or Karen Aspinall at (949) 629-3928 or Karen.Aspinall@practus.com.

    Sincerely,

    /s/
    Tina H. Bloom

    Tina
    H. Bloom

    Trust
    Counsel

    4