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CORRESP
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January 6, 2026

Kim McManus

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Themes ETF Trust (the “Trust”)

Post-Effective Amendment No. 70 to the Registration Statement on Form N-1A (the “Amendment”)

File Nos.: 333-271700 and 811-23872

Dear Ms. McManus:

This correspondence responds to the comment received by the undersigned from the staff of the U.S. Securities and Exchange Commission (the “Staff” of the “Commission”) with respect to the Amendment relating to forty proposed new series of the Trust (each a “Fund” and collectively, the “Funds”). For your convenience, your comments are summarized below with the responses following each comment. Capitalized terms not otherwise defined have the same meaning as in the Amendment.

 1. Comment: Please revise the risks of each Underlying
Security to include risks specific to the Underlying Security.

Response:
The Registrant has amended the disclosure as requested. The revised disclosure is included as Appendix A hereto.

 2. Comment: With respect to SUI Investing Risk, please
consider highlighting that SUI related investments are relatively new and historically have been subject to significant price volatility.

Response:
The Registrant has added this disclosure under SUI Group Holdings Limited Investing Risk, which is included in Appendix A.

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

Sincerely,

/s/ Karen Aspinall

Karen Aspinall

Trust Counsel

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

APPENDIX A

Oklo, Inc. Investing Risk. Issuer-specific attributes may cause an investment held by the Fund to be more volatile than the market generally. The value of an individual security or particular type of security may be more volatile than the market as a whole and may perform differently from the value of the market as a whole. As of the date of this prospectus, in addition to the risks associated with operating companies and companies in the utilities industry, OKLO faces risks that include, but are not limited to: it has not constructed any powerhouses or entered into any binding contract with any customer to operate a plant or deliver electricity or heat, and there is no guarantee that it will be able to do so in the future; it has limited experience in building and operating commercial nuclear power plants or plants that directly provides customers heat or power; powerhouses are expected to rely on high-assay low-enriched uranium (HALEU) and the company’s inability to access HALEU or recycled waste fuel will adversely affect its ability to manufacture fuel and to produce power; and it relies on a limited number of suppliers for certain materials and components and it may not be able to obtain sufficient materials to meet its manufacturing and operating needs. For additional Underlying Security risk information, please refer to the Underlying Security’s public filings by reference to the Underlying Security’s SEC file number 001-40583, which can be accessed on the SEC’s website at www.sec.gov.

Critical Metals Corp. Investing Risk. Issuer-specific attributes may cause an investment held by the Fund to be more volatile than the market generally. The value of an individual security or particular type of security may be more volatile than the market as a whole and may perform differently from the value of the market as a whole. As of the date of this prospectus, in addition to the risks associated with operating companies and companies in the metals and mining industry, CRML faces risks that include, but are not limited to: substantial doubt regarding its ability to continue as a going concern absent additional financing; dependence on the successful negotiation and execution of binding offtake or sales agreements on commercially viable terms, which may not occur or may not result in favorable market outcomes; significant domestic and global competition; limited experience of its current management team operating a U.S. public company and delays in recruiting additional experienced personnel due to capital constraints; increased costs and administrative burdens associated with being a public company; and identified material weaknesses in internal control over financial reporting, including deficiencies related to segregation of duties, related-party transactions, accounting for payables, taxes, complex financial instruments, and cybersecurity, with no assurance that additional deficiencies will not be identified. For additional Underlying Security risk information, please refer to the Underlying Security’s public filings by reference to the Underlying Security’s SEC file number 001-41973, which can be accessed on the SEC’s website at www.sec.gov.

USA Rare Earth, Inc. Investing Risk. Issuer-specific attributes may cause an investment held by the Fund to be more volatile than the market generally. The value of an individual security or particular type of security may be more volatile than the market as a whole and may perform differently from the value of the market as a whole. As of the date of this prospectus, in addition to the risks associated with operating companies and companies in the metals and mining industry, USAR faces risks that include, but are not limited to: its Stillwater Facility is under development and is not yet completed; it has not commenced producing and selling neo magnets, and has no history in commercial operations and the lack of commercial operations limits the accuracy of any forward-looking forecasts, prospects or business outlook or plans; it may not be able to generate positive cashflow from expected future business operations; until the Round Top Project is capable of satisfying the feedstock needs, if ever, the business is subject to the availability of rare earth oxide and metal feedstock, in quantities and prices that allow it to develop and commercially operate its Stillwater Facility; it may be adversely affected by fluctuations in demand for, and prices of, neo magnets, magnet materials, and necessary feedstock; the Round Top Project is at the exploration stage and the company has not commenced construction or commission of the mine nor related facilities, and the development of the Round Top Project into a producing mine is subject to a variety of risks, any number of which may cause the development of the Round Top Project into a producing mine to not occur, be delayed, or not result in the commercial extraction of minerals; and its recent acquisition of Less Common Metals resulted in a material decrease in its liquidity by spending a significant amount of cash on the purchase. For additional Underlying Security risk information, please refer to the Underlying Security’s public filings by reference to the Underlying Security’s SEC file number 001-41711, which can be accessed on the SEC’s website at www.sec.gov.

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Energy Fuels Inc. Investing Risk. Issuer-specific attributes may cause an investment held by the Fund to be more volatile than the market generally. The value of an individual security or particular type of security may be more volatile than the market as a whole and may perform differently from the value of the market as a whole. As of the date of this prospectus, in addition to the risks associated with operating companies and companies in the oil, gas and consumable fuels industry, UUUU faces risks that include, but are not limited to: risks inherent in mineral exploration, development, mining, recovery, and processing activities; operational risks arising from factors such as operating and capital costs, variability in ore grades, equipment and labor availability and costs, labor disruptions, and compliance with government regulations; significant exposure to fluctuations in the market prices of uranium, vanadium, rare earth elements, and heavy mineral sands, which are cyclical and volatile; the risk that certain properties, projects, or facilities may not be economically viable at any time; and extensive environmental, health, safety, and other regulatory requirements at the international, federal, state, and local levels. For specific Underlying Security risk information, please refer to the Underlying Security’s public filings by reference to the Underlying Security’s SEC file number 001-36204, which can be accessed on the SEC’s website at www.sec.gov.

SEALSQ Corp. Investing Risk. Issuer-specific attributes may cause an investment held by the Fund to be more volatile than the market generally. The value of an individual security or particular type of security may be more volatile than the market as a whole and may perform differently from the value of the market as a whole. As of the date of this prospectus, in addition to the risks associated with operating companies and companies in the semiconductor industry, LAES faces risks that include, but are not limited to: the highly cyclical and competitive nature of the semiconductor industry; adverse macroeconomic conditions that may reduce demand for the company’s products; dependence on customer demand for end-market products, which can result in significant revenue volatility; risks related to the timely development and commercialization of new technologies and products, including quantum-resistant security solutions; and pricing pressure and product price erosion common in the semiconductor industry. In addition, the company’s treasury investments in certain digital assets, including Bitcoin, Ethereum, HBAR, and WeCan Tokens, have experienced and may continue to experience extreme volatility, and the speculative nature of such assets may result in material variability in future financial results not reflected in historical financial statements. For additional Underlying Security risk information, please refer to the Underlying Security’s public filings by reference to the Underlying Security’s SEC file number 001-41709, which can be accessed on the SEC’s website at www.sec.gov.

Bitfarms Ltd. Investing Risk. Issuer-specific attributes may cause an investment held by the Fund to be more volatile than the market generally. The value of an individual security or particular type of security may be more volatile than the market as a whole and may perform differently from the value of the market as a whole. As of the date of this prospectus, in addition to the risks associated with operating companies and companies in the software industry, BITF faces risks that include, but are not limited to: it has a limited operating history; there is uncertainty relating to its evolving business model to stay current with the industry, which may or may not succeed; it is sensitive to the availability of financing opportunities, its economic dependence on regulated terms of service and electricity rate fluctuations; dependency on continued growth in blockchain and cryptocurrency usage; and the speculative and competitive nature of the cryptocurrency industry. For additional Underlying Security risk information, please refer to the Underlying Security’s public filings by reference to the Underlying Security’s SEC file number 001-40370, which can be accessed on the SEC’s website at www.sec.gov.

Albemarle Corporation Investing Risk. Issuer-specific attributes may cause an investment held by the Fund to be more volatile than the market generally. The value of an individual security or particular type of security may be more volatile than the market as a whole and may perform differently from the value of the market as a whole. As of the date of this prospectus, in addition to the risks associated with operating companies and chemicals industry, ALB faces risks that include, but are not limited to: its ability to secure raw materials and manage energy and input costs, and to pass cost increases through to customers on a timely basis; significant exposure to competition across its lithium, bromine, and catalysts businesses; risks that research and development efforts may not successfully address evolving customer needs or that competitors may develop superior products or technologies; operational hazards inherent in chemical manufacturing and natural resource extraction, which could result in injuries, property damage, production interruptions, or reputational harm; the risk that it may be unable to acquire, develop, or expand economically viable lithium reserves or successfully execute large-scale capital projects; exposure to environmental, health, safety, and other regulatory requirements in multiple jurisdictions; significant sensitivity to fluctuations in lithium and other commodity prices; and the need for substantial cash to service indebtedness and fund capital expenditures, with cash generation dependent on factors beyond the company’s control. For additional Underlying Security risk information, please refer to the Underlying Security’s public filings by reference to the Underlying Security’s SEC file number 001-12658, which can be accessed on the SEC’s website at www.sec.gov.

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Freeport-McMoRan Inc. Investing Risk. Issuer-specific attributes may cause an investment held by the Fund to be more volatile than the market generally. The value of an individual security or particular type of security may be more volatile than the market as a whole and may perform differently from the value of the market as a whole. As of the date of this prospectus, in addition to the risks associated with operating companies and companies in the metals and mining industry, FCX faces risks that include, but are not limited to: mining safety issues and catastrophic events inherent in underground and open-pit mining, which could result in fatalities, operational disruptions, litigation, and reputational harm; risks related to regulatory approvals, permitting, and contract extensions, including in Indonesia; potential increases in mandates for domestic processing in Indonesia; potential increases in local processing and refining requirements in certain jurisdictions; significant exposure to fluctuations and extended declines in the market prices of copper, gold, and molybdenum; and operational and technical risks associated with the development and transition to underground mining; and risks related to compliance with extensive environmental, health, and safety laws and regulations in multiple jurisdictions. For additional Underlying Security risk information, please refer to the Underlying Security’s public filings by reference to the Underlying Security’s SEC file number 001-11307-01, which can be accessed on the SEC’s website at www.sec.gov.

Ondas Holdings Inc. Investing Risk. Issuer-specific attributes may cause an investment held by the Fund to be more volatile than the market generally. The value of an individual security or particular type of security may be more volatile than the market as a whole and may perform differently from the value of the market as a whole. As of the date of this prospectus, in addition to the risks associated with operating companies and companies in the communications equipment industry, ONDS faces risks that include, but are not limited to: a history of significant operating losses and no assurance of achieving or sustaining profitability; risks related to integrating acquired businesses and technologies; dependence on the ability to retain existing customers and acquire new customers amid long sales cycles; the early-stage nature of its technology, products, and services, which have had limited large-scale deployment; reliance on regulatory approvals and certifications for its wireless and autonomous drone solutions; and the need to raise additional capital, which may result in dilution or increased leverage. For