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CORRESP
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June 18, 2024

Ms. Rebecca Ament Marquigny

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. Marquigny:

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. 2 (the “Amendment”) to the registration statement of Themes ETF Trust (the
“Registrant” or the “Trust”) with respect to the following series: Themes S&P 500 Dual Options Income
ETF, Themes S&P 500 Enhanced Iron Condor Income ETF, Themes S&P 500 Ultra Enhanced Iron Condor Income ETF, Themes Nasdaq 100
Dual Options Income ETF, Themes Nasdaq 100 Enhanced Iron Condor Income ETF, Themes Nasdaq 100 Ultra Enhanced Iron Condor Income ETF,
Themes Russell 2000 Dual Options Income ETF, Themes Russell 2000 Enhanced Iron Condor Income ETF, Themes Russell 2000 Ultra Enhanced
Iron Condor Income ETF, Themes S&P 500 Dynamic Covered Call ETF, Themes AAPL PutWrite Options Income ETF, Themes AMZN PutWrite
Options Income ETF, Themes COIN PutWrite Options Income ETF, Themes GOOGL PutWrite Options Income ETF, Themes MSFT PutWrite Options
Income ETF, Themes NVDA PutWrite Options Income ETF, Themes TSLA PutWrite Options Income ETF and Themes VIX PutWrite Options Income
ETF (collectively, the “Funds”), filed on Form N-1A with the Securities and Exchange Commission on January 30,
2024. For your convenience, the comments have been reproduced with responses following each comment. The captions used below
correspond to the captions the Trust uses in the Amendment. Responses provided to comments given pertaining to one section or Fund
have been applied to other sections and Funds in the Amendment that contain the same or similar disclosure. In addition, please see Appendix A for a redline copy of the prospectus changes, Appendix B for the VaR results in response to Comment
35 and Appendix C for additional information in response to Comment 59.

The Themes S&P 500 Dual Options Income ETF, Themes Nasdaq 100 Dual Options Income ETF and Themes Russell 2000 Dual Options Income ETF are collectively referred to as the “Dual Options Funds.” The Themes S&P 500 Enhanced Iron Condor Income ETF, Themes S&P 500 Ultra Enhanced Iron Condor Income ETF, Themes Nasdaq 100 Enhanced Iron Condor Income ETF, Themes Nasdaq 100 Ultra Enhanced Iron Condor Income ETF, Themes Russell 2000 Enhanced Iron Condor Income ETF, and Themes Russell 2000 Ultra Enhanced Iron Condor Income ETF are collectively referred to as the “Iron Condor Funds.” The Themes S&P 500 Enhanced Iron Condor Income ETF, Themes Nasdaq 100 Enhanced Iron Condor Income ETF and Themes Russell 2000 Enhanced Iron Condor Income ETF are collectively referred to as the “Enhanced Iron Condor Funds.” The Themes S&P 500 Ultra Enhanced Iron Condor Income ETF, Themes Nasdaq 100 Ultra Enhanced Iron Condor Income ETF and Themes Russell 2000 Ultra Enhanced Iron Condor Income ETF are collectively referred to as the “Ultra Enhanced Iron Condor Funds.” The Themes AAPL PutWrite Options Income ETF, Themes AMZN PutWrite Options Income ETF, Themes COIN PutWrite Options Income ETF, Themes GOOGL PutWrite Options Income ETF, Themes MSFT PutWrite Options Income ETF, Themes NVDA PutWrite Options Income ETF, and Themes TSLA PutWrite Options Income ETF are collectively referred to as the “Single Stock Funds.” All other capitalized terms not otherwise defined herein have the meaning given to them in the registration statement.

PROSPECTUS

General – All Funds

    1.
    Given the nature of the complex derivatives-based strategies that present different and higher risks and complexities compared to other funds, the Funds may only be suitable for knowledgeable investors who understand options based investment strategies and how a particular fund will use those strategies. Please include prominent bullet point disclosure on the first page of the Summary Section for each Fund highlighting these risks.

Response: In surveying the marketplace, the Registrant notes that the placement of the disclosures requested by the Staff (on the cover page of each Summary Prospectus) is typically used for funds using leveraged strategies and/or that are intended to be short-term trading vehicles. The Funds do not seek daily leveraged investment results, nor are they intended to be used as short-term trading vehicles. The use of leverage, other than the leverage inherent in the use of options, is not a principal investment strategy of any of the Funds. The Registrant notes that multiple funds using options strategies similar to those used by the Funds, and which the Registrant has identified as competitors to the Funds, do not include similarly prominent disclosures. The principal risks of each Fund’s options strategies and how a particular Fund will use those strategies is disclosed under “Principal Risks of Investing in the Fund” and “Principal Investment Strategies of the Fund” in each Fund’s Summary Section and also under “Additional Information About the Funds.” The Registrant respectfully declines to include the requested disclosures on the first page of each Fund’s Summary Section.

    2.
    For readers who are unfamiliar with options, the disclosure templates for the six strategies used by the Funds are heavy on jargon and difficult to distinguish from each other. Please restructure each strategy’s template to introduce and explain key options trading concepts, terms and instrument features at the outset. In plain english, clearly explain what options are (puts and calls), how they work (premiums, strike price, spreads) and how the relevant options are used alone or in tandem to accomplish the Fund’s objective (earn income). Explain the following terms as they appear: call options, put options, strike price, out-of-the-money, short strangle, iron condor, notional value, float-adjusted and market capitalization weighted. Consider providing charts to identify the principal option contracts used by each Fund by type. If the Fund will hold short-term U.S. Treasury securities and/or money market instruments, consider whether they belong in the chart as well.

Response: The disclosure templates for the six strategies have been revised accordingly.

    3.
    For context, describe market factors and options trading features that most directly affect the effectiveness of each strategy’s design structure. When feasible, use graphs, charts and other visual formats, to present and compare instrument and transaction features to illustrate how strategies use specific transactions in tandem to achieve gains and to highlight corresponding risk exposures and potential losses. Tailor illustrations to show any magnified impact of compounding maximum daily losses, over even a relatively short period of time if applicable.

Response: The disclosure has been revised accordingly. Please see the response to comment #14 explaining that compounding daily losses is not a principal risk of the Funds.

    4.
    For strategies that rely on offsetting transactions, specifically identify the transactions that offset each other and use graphic illustrations to demonstrate how they work. An example should illustrate the relevant transactions, their particular strike prices, the spreads created, and the Fund’s profit and loss windows. Where a strategy may employ options with varying expiration periods (e.g., one day, one week, one month), consider providing a graph illustrating how different expiration periods may impact the Fund’s payout profile.

Supplementally, for every Fund, state clearly what option expiration periods may be used and the impact of using the different expiration periods on risks and strategy.

Response: The disclosure has been revised as requested.

The Dual Options Funds will use only daily options and the Themes S&P 500 Dynamic Covered Call ETF, Themes VIX PutWrite Options Income ETF (the “VIX Fund”) and the Single Stock ETFs will use only weekly options. The Iron Condor Funds will primarily use daily options but retain the flexibility to use weekly options. For example, if during periods of adverse market, economic or other conditions the Adviser is unable to obtain options expiring the next day, the Iron Condor Funds will use options with the shortest time to expiration available, up to one-week. The use of options with other than a one day expiration period is not a principal investment strategy of the Iron Condor Funds, nor does the Registrant believe the use of such options presents additional principal risks for these Funds, as each Iron Condor Fund’s loss is capped by the long put and long call it purchases, regardless of the expiration period of the options.

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    5.
    In giving the
    following comment about disclosure, we acknowledge some of this may already be in the filing. Along the following guidelines, at the
    outset clearly state what the strategy is, what it is designed to do (its investment thesis and purpose), how it’s implemented
    and how it’s expected to operate in various market conditions that are reasonably anticipated.

Response: The disclosure has been revised accordingly.

    6.
    The disclosure states that “the Fund will seek to employ its investment strategy regardless of whether there are periods of adverse market, economic, or other conditions and will not seek to take temporary defensive positions during such periods.” Revise the disclosure to give context for what “periods of adverse market conditions” means. Disclose the parameters the Adviser uses to choose options and strike prices that are suited to normal conditions and how the Adviser applies them in extreme market conditions, if it’s not being defensive. Can each strategy be applied in all market conditions?

Response: The strategies of the Dual Options Funds, the Iron Condor Funds, the Single Stock Funds and the VIX Fund are designed to generally be applied in all market conditions. The disclosure for the Dual Options Funds and the Iron Condor Funds has been revised to clarify that Fund will “generally seek to employ its investment strategy regardless of whether there are periods of adverse market, economic, or other conditions but may, at times, seek to take temporary defensive positions during such periods.” The disclosure for the Single Stock Funds has been revised to clarify that the Funds’ options will be sold at strike prices in-the-money (i.e., at approximately the value of the Underlying Index). The disclosure has been further revised to clarify what types of conditions may be considered “adverse” by the Adviser and the adjustments that may be made to the strategy based on these conditions, where applicable.

    7.
    Under “Principal Risks of Investing in the Fund – Derivatives Risk,” Options Risk is too generic and is used for all Funds despite the differences in the Funds’ risks as a result of their individual investment strategies and the type of options each Fund uses.

Response: The Registrant believes
Options Risk as written is applicable to each of the Funds. The Registrant further believes it has addressed the risks of the
type of options each Fund uses and each Fund’s individual investment strategies in Short Strangle Strategy Risk, Short
Iron Condor Strategy Risk, Risk of Options with One Day to Expiration, Covered Call Option Writing Risk, and Put Writing
Strategy Risk, included for each Fund as applicable. Nevertheless, the Registrant has supplemented the risk disclosures for the Dual
Options Funds by adding Written Options Risk, for the Iron Condor Funds by adding Written Options Risk and Purchased
Options Risk, and for the Single Stock Funds and the VIX Fund by adding “FLEX Options Risk”.

    8.
    Please provide the completed Fees and Expenses Table for each Fund and supplementally explain how Other Expenses were estimated and how such estimate and was determined to be reasonable.

Response: The completed Fees
and Expenses Table for each Fund has been provided under separate cover. Other Expenses have been estimated to be 0.00% for the Fund’s initial fiscal year. This estimate is based on the commitment of the
Fund’s investment adviser to pay most of the Fund’s operating expenses out of its management fee.

Themes S&P 500 Dual Options Income ETF

    9.
    The initial paragraph of the Principal Investment Strategies of the Fund section is too technical and does not provide enough context. Rewrite the paragraph in plain english so that an average investor can understand the general circumstances when the Fund will make money, specifically when the Fund returns will participate in the Index that day. If they do not, revise the disclosure to state up front that this strategy does not provide returns similar to the Index and/or doesn’t participate in the returns of the Index.

Response: The initial paragraph has been rewritten as requested and the disclosure of the Fund’s principal investment strategies has been revised to state that the Fund does not provide returns similar to the S&P 500 Index or participate in the returns of the Index.

    10.
    Explain what “the Fund has the potential to incur losses, which may be significant” means exactly as used in the initial paragraph of the Principal Investment Strategies of the Fund section. What happens if the Index goes up or down outside of the established short strangle range? In the corresponding risk disclosure, address daily index volatility and its impact on potential options income and potential losses.

Response: The disclosure has been revised accordingly.

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    11.
    The initial paragraph of the Principal Investment Strategies of the Fund section states that the strike price at which the Fund sells its options will “depend on prevailing market conditions.” For context, add general disclosure regarding how prevailing market conditions influence the performance of a particular strategy and the spread that it relies on and whether the index behavior is consistent with the strategy.

Response: The disclosure stating that the strike price at which the Fund sells its options will “depend on prevailing market conditions” has been deleted. As noted in response to comment #6, the Fund’s strategies are designed to be applied in all market conditions. The disclosure has been revised to clarify that the strike price of the options used will be reset daily at strike prices approximately equidistant from the value of the S&P 500 Index each day. The strike price of the options may be revised somewhat during adverse market conditions, but generally the options will be bought and sold at fairly static predetermined distances from the value of the Index with little variation as the options are reestablished daily. The disclosure has been further revised to clarify what types of conditions may be considered “adverse” by the Adviser and the adjustments that may be made to the strategy based on these conditions. The behavior of the Index is not consistent with the Fund’s strategy and, as noted in response to comment #9, the disclosure of the Fund’s principal investment strategies has been revised to state that the Fund does not provide returns similar to the S&P 500 Index or participate in the returns of the Index.

    12.
    It is not clear what “notional value” means to an investor in the context of this Fund. Please restate it in practical terms that explain the relationship between notional value, options and leverage. And explicitly state whether the Fund is leveraged or not.

Response: The Fund is not leveraged and the disclosure of the Fund’s principal investment strategies has been revised to explicitly state this. In addition, the disclosure has been revised to more clearly discuss “notional value” in the context of this Fund and its relationship to the Fund’s principal investment strategies.

    13.
    In the second pa