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December 10, 2024

David Mathews

Division of Investment Management

Disclosure Review & Accounting Office

U.S. Securities and Exchange Commission

444 Flower St #900

Los Angeles, CA 90071

    Re:
    Themes ETF Trust (the “Trust”)

Post-Effective Amendment No. 6 to the Registration Statement on Form N-1A (the “Amendments”)

File Nos.: 333-271700 and 811-23872

Dear Mr. Matthews:

This correspondence responds to comments
received by the undersigned from the staff of the U.S. Securities and Exchange Commission (the “Staff” of the
“Commission”) with respect to the Amendments relating to the Leverage Shares 2X Long TSLA Daily ETF, Leverage
Shares 2X Long NVDA Daily ETF, Leverage Shares 2X Long ASML Daily ETF, Leverage Shares 2X Long AAPL Daily ETF, Leverage Shares 2X
Long BA Daily ETF, Leverage Shares 2X Long COIN Daily ETF, Leverage Shares 2X Long AMD Daily ETF, Leverage Shares 2X Long META Daily
ETF, Leverage Shares 2X Long MSFT Daily ETF, Leverage Shares 2X Long TSM Daily ETF, Leverage Shares 2X Long ARM Daily ETF, Leverage
Shares 2X Short TSLA Daily ETF and Leverage Shares 2X Short NVDA Daily ETF (each a “Fund” and collectively, the
“Funds”), each a proposed new series of the Trust. For your convenience, your comments have been summarized with
responses following each comment. Capitalized terms not otherwise defined have the same meaning as in the Amendments.

    1.
    Comment: Please file your responses as correspondence at least 5 business days prior to filing a 485B and reflect any disclosure changes in correspondence or send a redline showing all changes to the staff. Please apply comments to similar disclosures throughout the document. Unless otherwise noted these comments apply to all 13 series.

Response: The Registrant hereby acknowledges the comment.

    2.
    Comment: On the cover page, in the penultimate sentence of paragraph (2), please revise the disclosure to state that the return for investment periods less than a full trading day will be different from the leveraged or inverse leveraged underlying securities return.

Response: The Registrant has revised the disclosure as requested.

KAREN A. ASPINALL ● PARTNER

11300 Tomahawk Creek Pkwy,
Suite 310 ● Leawood, KS 66211 ● p: 949.629.3928

Practus, LLP ● Karen.Aspinall@Practus.com ● Practus.com

    3.
    Comment: For
each series, please provide the completed fee table and example with your response and confirm there will be no fee waiver, reimbursement
or recoupment arrangement. If there will be such arrangements, please disclose it in the footnotes. Please also in correspondence explain
how estimated Other Expenses are 0.00% and how that was determined to be a reasonable estimate for the period. If the estimate is the
result of a unitary fee arrangement, then please add that to the footnotes.

Response: The expense table and example numbers will be provided to the Staff supplementally. Additionally, the Registrant has included updated disclosure to reflect that the Funds’ investment advisory fee is a unitary fee and the applicable exclusions. There are no expense waivers or reimbursements for the Funds.

    4.
    Comment: Consider in the statements of investment objectives and in the 80% investment policies, referring to the leveraged exposure to the price or the change in price or value of the underlying security.

Response: The Registrant has amended the disclosure accordingly.

    5.
    Comment: Under principal investment strategies of the Fund, the phrase “most frequently” suggests there may be instances in which the exposure is achieved by instruments other than swaps. If so, please expand the disclosure to describe the other instruments or remove the phrase.

Response: The Registrant has deleted this phrase. We note, however, that based on current swap capacity, the Adviser seeks to include options to increase its flexibility when managing the Fund. The Registration Statement now includes options as an available investment type for each Fund.

    6.
    Comment: With respect to swaps, in supplemental correspondence describe how each Fund anticipates complying with Rule 18f-4, including a preliminary overview of the key elements of the derivatives risk management program and provide hypothetical VaR calculations demonstrating how each Fund expects to achieve its objective while remaining in compliance with Rule 18f-4’s VaR test. In responding to the comment please confirm whether each Fund will use relative VaR to comply with the rule, identify the anticipated index to be used as the designated reference portfolio and describe how that index meets the definition of a designated reference portfolio under the rule. Indicate in each instance whether the index used includes as a constituent the underlying stock to which the Fund is exposed.

Response: Each Fund intends to comply with the requirements of Rule 18f-4. Each Fund’s portfolio transactions will be conducted pursuant to a written derivatives risk management program, which includes policies and procedures that are reasonably designed to manage the risks of the Funds’ usage of derivatives, as required by Rule 18f-4. The program is administered and overseen by a committee of the Adviser as the derivatives risk manager (“DRM”). The program will identify and provide an assessment of each Fund’s derivatives usage and risks as they pertain to the Funds’ usage of swaps, options and any other derivatives as applicable. The program will provide risk guidelines that, among other things, consider and provide for: (1) limits on the Funds’ derivatives exposure; (2) monitoring and assessment of the Funds’ exposure to illiquid investments (if any); (3) monitoring and assessment of the credit quality of the Funds’ counterparties; and (4) monitoring of margin requirements, position limits and position accountability levels.

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Additionally, the program will provide for stress testing, back-testing, internal reporting and escalation, and periodic review in compliance with Rule 18f-4. Data relating to such functions will be made available by a third-party service provider engaged by the Funds for analysis and monitoring by the Funds’ DRM.

The Trust hereby confirms that each Fund will use relative VaR. In addition, the Funds will provide under separate cover for the Staff’s review prior to the effective date of the Registration Statement examples of VaR testing based on each Fund’s anticipated portfolio construction and will include the index each Fund intends to use (all such indexes are within BITA Tactical Exposure Indices). The Registrant notes that the suite of BITA Tactical Exposure indices focuses on companies that are highly sensitive to the dynamics of their respective sectors. While the underlying issuer that each Fund tracks is not included in the respective index, each index is composed of companies whose performance is highly sensitive to the same sector-specific trends and forces that influence the underlying stock that each Fund tracks. This sensitivity to the respective sector and themes makes the suite of indices a particularly relevant benchmark for assessing the risk of each Fund. By capturing the movements of companies deeply intertwined with the theme or sector, each index provides a clear and accurate reflection of the sector’s impact, which is essential for evaluating the risk profile of a single-stock fund.

    7.
    Comment: Please include disclosure in the summary or in the Item 9 disclosure that shareholders will receive 60 days advance notice of any change to the Fund’s 80% policy.

Response: The Registrant has updated the disclosure accordingly.

    8.
    Comment: In correspondence, please demonstrate that each fund has determined that its underlying security is eligible to use Form S-3 in a primary offering of non-investment grade securities and the basis for such determination consistent with Form S-3s general instruction 1(B)(i).

Response: The Registrant believes that whether an issuer is eligible to use Form S-3 in a primary offering of non-investment grade securities is a legal conclusion that can only be made upon knowing each issuer’s particular facts and circumstances. That said, the Registrant has reviewed the publicly available EDGAR filings of each issuer and based upon this review, is not aware of any reason for an underlying issuer (excluding ASML, ARM and TSM) to be disqualified from filing a shelf registration statement on Form S-3.

We note that with regard to the Funds that will seek to track 2Xs the daily performance ASML, ARM and TSM, the Trust has reviewed publicly available EDGAR filings for each issuer and has confirmed that such filings include Forms 6-K and 20-F.

    9.
    Comment: In regard to each Fund’s swap counterparties, (a) in correspondence describe approximately how many swap counterparties each Fund expects to use, and what percentage of Fund assets in investment exposure are expected to be related to each counterparty, (b) describe any discussions with potential counterparties regarding swap collateral or margin requirements and the impact such requirements will have on the Fund’s ability to execute its strategy; and (c) in the Item 9 disclosure for each Fund include disclosure of the following regarding the counterparties if applicable: (i) if exposure to one or more counterparties is expected to be material, please identify the counterparties and file the primary swap contracts with the counterparties as an exhibit in the registration statement, (ii) if notional exposure to any counterparty is expected to exceed 20% please also disclose whether such counterparty is subject to Exchange Act reporting and filing requirements and identify any national exchanges on which their securities are listed and disclose where those filings and reports can be obtained, (iii) if the counterparty is a subsidiary to a public company disclose whether the Fund will have recourse to the parent company for obligations of the counterparty and disclose how those counterparties will hedge their own exposure.

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Response:

(a) The Trust has entered into ISDAs with three swap counterparties and is currently in negotiations with three (3) other swap counterparties. The Trust plans to increase the number of counterparties as the Funds grow to reduce counterparty risk. Each swap counterparty will operate under the terms and conditions outlined in an ISDA Master Agreement published by the International Swaps and Derivatives Association, along with an applicable Schedule and Credit Support Annex (“ISDA Agreement”). The Adviser will assess and monitor the creditworthiness of the Funds’ counterparties. The Trust does not anticipate a significant concentration of investments (on a mark-to-market basis) in any specific swap counterparty. To manage counterparty risk, the Adviser intends to allocate fairly equally to those counterparties, but also will factor in credit risk of the swap counterparty, pricing from the counterparties, and margin requirements of those counterparties.

(b) The Trust has been negotiating with potential swap counterparties and has discussed, among other things, the necessary margin requirements. As is standard under the Credit Support Annex of ISDA Agreements, margin will be posted on a daily basis by the out of the money party, subject to certain rounding and threshold amounts. The Adviser expects that each Fund could be required to post approximately 25-50% of its total assets as margin, but that amount could increase depending on market conditions. In any event, the Adviser does not expect margin requirements to have a material effect on each Fund’s ability to implement its strategy because a very high percentage of each Fund’s assets will be in highly liquid investments.

(c) The Trust does not believe there will be a material concentration of investments (on a mark-to-market basis) in any specific swap counterparty. The Trust expects that some of its swap counterparties will not be securities-related issuers subject to Rule 12d3-1 under the 1940 Act and therefore will not be subject to the 5% limit. However, each Fund will cap its mark-to-market exposure to any single swap counterparty at 25% or less on any given day. Additionally, each Fund’s exposure will be fully collateralized each day, as per its ISDA Agreements, to limit counterparty risk. For any swap counterparties that are deemed to be securities-related issuers, each Fund will adhere to section (b) of Rule 12d3-1, ensuring that its mark-to-market exposure does not exceed 5% of its total assets in any such single securities-related issuer. As such, the Trust does not believe that any agreement with such counterparties will be of sufficient materiality to necessitate filing the contract as an exhibit to the Registration Statement.

It is likely that notional exposure to a particular counterparty will exceed 20% of a Fund’s total assets, however, the Registrant believes that the appropriate way to measure counterparty exposure is by limiting the mark-to-market exposure to the counterparty. As stated above, the Adviser will evaluate and monitor the creditworthiness of counterparties, and mark-to-market exposure to any counterparty will be limited to 25% or less, or, if the counterparty is a securities related issuer, 5% or less of the Fund’s total assets.

The Registrant does not believe that disclosure of its counterparties’ registration status under the Securities Exchange Act of 1934, and the other information available on a national securities exchange on which a counterparties’ securities are listed, is material to a shareholder because shareholders will rely upon the Adviser’s due diligence process and monitoring of counterparties, and shareholders will have no way to evaluate the exposure to a given counterparty on a regular basis. Furthermore, the Staff has not identified any requirement to include such disclosures regarding counterparties. The obligations of counterparties will be without recourse to the parent company, whether or not the counterparty is a subsidiary of a public company.

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    10.
    Comment: In each Fund’s Summary Prospectus, under Principal Risks, please review the second paragraph of the Tax Risk section, which provides that “[t]he Fund may make certain investments, the treatment of which for these purposes is unclear.” Please expand the disclosure either in the summary or in Item 9 to describe specifically the fund investments for which the tax treatment for purposes of qualifying as a RIC is unclear. If this refers to the contemplated swaps, to gain exposure to the underlying security, please state that.

Response: The Registrant has updated the disclosure accordingly.

    11.
    Comment: Under the Management section, please clarify in the disclosure the relationships or arrangements between Themes Management Company, LLC and Leverage Shares with respect to each of the Funds, including the relationships of the portfolio managers with both Leverage Shares and Themes. In correspondence, please explain whether Leverage Shares is a sponsor or promoter of the Funds and to what extent, if any, Leverage Shares participates in or supports the Adviser in managing the Funds.

Response: Themes Management Company is an affiliate of Leverage Shares. Leverage Shares is a financial services company that provides investment management services in Europe. Themes and Leverage Shares are under common control. Prior to launching the Funds, Themes and Leverage Shares will enter into a licensing agreement to grant Themes a license to use the Leverage Shares name. Leverage Shares is not a sponsor of the Funds and does not provide any investment advisory services to the Funds. The biographical information of the portfolio manager has been updated accordingly.

    12.
    Comment: With respect to the ASML Fund or any other Fund that that tracks an issuer listed on U.S. and non-U.S. exchanges, please describe in th