SecProbe.io

August 20, 2024
Bruno Ramos de Sousa
Director of the Sponsor
Hashdex Nasdaq Crypto Index US ETF
Ataulfo de Paiva, no 1120, Store A
Leblon- Rio de Janeiro
Re:Hashdex Nasdaq Crypto Index US ETF
Registration Statement on Form S-1
Filed July 24, 2024
File No. 333-280990
Dear Bruno Ramos de Sousa:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.Refer to the first paragraph. Please clarify here and throughout, consistent with your
disclosure on page 48, that the listing standard will limit the Trust to holding only bitcoin
and ether, regardless of whether additional components are added to the Index. In
addition, please explain that the listing standard would need to be amended for the Trust
to hold any additional crypto assets. Please also revise your disclosure on page 1 to clarify
that there may be circumstances in which you are unable to replicate the holdings of the
Index and the Trust may therefore be unable to meet its investment objective.
2.Please revise your disclosure here and throughout the prospectus to clearly and explicitly
disclose that the Index currently has only two components: bitcoin and ether. Please also
discuss the possibility and likelihood of additional components being added to the Index.
Finally, please disclose that if any crypto asset other than bitcoin and ether becomes
eligible for inclusion in the Index, the Sponsor will transition to a sample replication
strategy, with only bitcoin and ether in the same proportions determined by the Index.

August 20, 2024
Page 2
3.Please disclose here and in the Prospectus Summary that the Trust, Sponsor, Custodian, or
any other person associated with the Trust will not, directly or indirectly, engage in action
where any portion of the Trust’s ether becomes subject to the Ethereum proof-of-
stake validation or is used to earn additional ether or generate income or other earnings.
4.Please disclose that you are offering an indeterminate number of shares.
Prospectus Summary, page 1
5.Please revise your Prospectus Summary to:
•Disclose that the Trust may only conduct cash creations and redemptions and that it
would need regulatory approval to commence in-kind creations and redemptions;
•Clarify here that the timing of in-kind regulatory approval is unknown and that there
is no guarantee that the Exchange will receive in-kind regulatory approval; and
•Disclose how you will inform shareholders if the Exchange receives in-kind
regulatory approval and if the Sponsor chooses to allow in-kind creations and
redemptions.
Trust Overview, page 1
6.You state that the Trust will not utilize leverage. Please clarify, if true, that the Trust will
not utilize derivatives or any similar arrangements in seeking to meet its investment
objective.
Trust Legal Structure, page 2
7.We note your references throughout the document that the trust is "a series of a Delaware
statutory trust" and to "other series of the Trust." Please disclose whether any other series
of the Trust exist and identify them. Also disclose the year of organization of the Trust
and the Sponsor.
The Offering, page 4
8.Please disclose here the minimum number of Baskets and associated Shares specified for
the Trust. Also disclose how the Sponsor will determine if and when the minimum level
of Shares will change, and how the Sponsor will notify Shareholders of such a change.
Trust Expenses, page 5
Please revise your disclosure regarding the Management Fee and Trust Expenses to
address the following:
•Clarify whether the cash balance will be sufficient to pay all fees and expenses,
including the Management Fee, or whether crypto assets will be exchanged for cash
to pay certain fees and expenses;
•Disclose who will calculate the Management Fee, the methodology that will be used
to calculate the Management Fee, and how payment will be made;
Reconcile your disclosure that the Sponsor will pay all of the routine operational,
administrative, and other ordinary expenses of the Trust, including but not limited to,
fees and expenses of the Administrator with the compensation table on page 71 that
payment to the Sponsor will be separate from the payment to the Administrator. Also •9.

August 20, 2024
Page 3
clarify whether the annual payment to the Trustee is also covered by the Management
Fee; and
•Clarify what you mean by the statement that the Sponsor pays certain fees and
expenses "generally as determined by the Sponsor," including whether the Sponsor
can change the categories of fees and expenses it determines to pay.
Risk Factors, page 8
10.Please add a separately captioned risk factor addressing the fact that the Trust will not
stake the ether it holds, so an investment in the Trust’s shares will not realize the
economic benefits of staking.
Risks Related to Crypto Asset Markets, page 8
11.Please include a risk factor discussing the particular risks associated with the limited
operational history of the Index.
"Forks" in the Index Constituents Networks could have adverse effects, page 10
12.Please revise to provide an example of the impact that hard forks have had on crypto
assets, including quantitative information regarding the price of the impacted crypto asset
immediately before and after the fork.
Crypto platforms are largely unregulated and may be more exposed to fraud and failure, page 11
13.We note the use of the term "unregulated" when referring to certain crypto asset trading
markets. Please revise to qualify your use of this term by clarifying that such markets may
be subject to regulation in a relevant jurisdiction but may not be complying.
Networked systems are vulnerable to attacks, page 13
14.Please discuss the risk of attacks on the Ethereum Network, including the levels of
concentration of staked ether (i.e., 33% and 66%) that could pose risks and the possibility
of obtaining control over the Ethereum network through the influence over core
developers. We note in this regard that at times, there has been a single entity that
has reportedly controlled around or in excess of 33% of the total staked ether on the
Ethereum network, which poses centralization concerns and could permit the entity to
attempt to interfere with transaction finality or block confirmations. Address the concern
that if such an entity, or a bad actor with a similar sized stake, were to attempt to interfere
with transaction finality or block confirmations, it could negatively affect the use and
adoption of the Ethereum network, the value of ether, and thus the value of your
shares. Additionally, illustrate the risks presented by providing examples of previous
attacks on the Bitcoin Network and Ethereum Network and the resulting impacts.
Risks to the Index Constituents from other parts of the crypto assets market, page 14
15.Please place these risks in context by describing how the prices of bitcoin and ether may
be affected by stablecoins, the activities of stablecoin issuers, and their regulatory
treatment.

August 20, 2024
Page 4
Risks Related to Ether and the Ethereum Network, page 18
16.Please include a risk factor discussing centralization concerns around a single persons or
entity controlling a large percentage of the validating stake. Please also discuss the risks
of centralization that liquid staking applications, such as Lido, may pose.
17.Please disclose the risks or challenges posed by the emergence of other public,
permissionless blockchains that are similarly designed to support the development,
deployment, and operation of smart contracts, and explain the potential impact on the
demand for and value of ether and an investment in the Trust.  Please also explain that the
Ethereum blockchain has historically faced scalability challenges and that these
alternative blockchains generally attempt to compete with Ethereum by offering faster
transaction processing and lower fees. Finally, explain that further development and use
of the blockchain for its intended purpose are, and may continue to be, substantially
dependent on “Layer 2” solutions; briefly describe Layer 2 networks and any risks or
challenges that they pose to the blockchain and ether.
18.We note your disclosure on page 18 that "[t]here is no guarantee that the Ethereum
community will embrace Ethereum 2.0, and the new protocol may never fully scale."
Please expand your disclosure to discuss additional updates and changes to the Ethereum
network that have occurred or are currently being considered, and discuss how these
updates and changes may impact an investment in the Trust.
Changes in the Trust's NAV may not correlate well with changes in the price of the Index, page
22
19.Please address the correlation risks if additional components are added to the Index and
the Trust cannot hold them.
Correlation Risk, page 22
20.Please include risk factor disclosure to discuss the impact of the use of cash creations and
redemptions on the efficiency of the arbitrage mechanism and how this compares to the
use of in-kind creations and redemptions.
Crypto asset markets in the U.S. exist in a state of regulatory uncertainty, page 25
21.Please remove the first three sentences of the first paragraph on page 26 as this disclosure
lacks the appropriate context for the referenced statements.
The Trust's Operating Risks, page 29
22.Please revise this risk factor to address the risks associated with having to replace the
Prime Execution Agent. Also address the risks associated with the insolvency, business
failure or interruption, default, failure to perform, security breach, or other problems
affecting the Prime Execution Agent.
Lack of recourse, page 34
23.We note your disclosure that the Crypto Custodians have limited liability even in the
event of fraud. When known, please specify the limitations on liability in the Crypto
Custody Agreement.

August 20, 2024
Page 5
The development and commercialization of the Trust is subject to competitive pressures, page 39
24.The risks described here are presented as hypothetical. Please specifically identify the
competitive forces that the Trust and Sponsor face with regard to exchange-traded
products offering exposure to the crypto assets market, including whether the timing of
the Trust's entry on the market may have an impact on its performance. In this regard, we
note that several applications for spot exchange-traded crypto products have been
approved and are currently listed and trading.
Overview of the Index Constituents' Industry, page 46
25.Please expand this section to address the following:
•Compare and contrast bitcoin and the Bitcoin network with ether and the Ethereum
network;
•Disclose in more detail how a bitcoin and ether transaction works, including the
function of the blockchain, wallets, public and private keys, and validation;
•Provide a description of the market participants in the Bitcoin and Ethereum industry;
•Describe the various use cases for the Bitcoin and Ethereum networks and for bitcoin
and ether;
•Describe the spot and futures bitcoin and ether markets and the regulation of bitcoin
and ether futures; and
•Discuss government oversight of Bitcoin, Ethereum, and crypto asset markets,
including probable future regulatory proposals that may materially affect an
investment in the Trust.
Ethereum Industry, page 47
26.Please discuss modifications to the Ethereum protocol and discuss recent planned forks,
including "Dencun" and EIP 4844.
Business of the Trust
The Trust's Benchmark, page 49
27.You state here that the Index will be reconstituted and rebalanced quarterly. Please revise
your disclosure to describe the mechanics of rebalancing, along with a discussion of who
will bear the costs and how those costs may impact the performance of the product. Please
also tell us about, and revise your disclosure to explain, any correlation risk that results
from tracking the Index on a daily basis and rebalancing on a quarterly basis.
Index Constituents Criteria, page 49
28.Please revise to clarify what you mean by “U.S. regulated digital asset trading platform,”
including examples, as appropriate.
29.Please supplementally tell us why none of the other high market capitalization crypto
assets meet the Index criteria. In your response, please provide a few examples of such
crypto assets and the reason(s) they do not qualify.

August 20, 2024
Page 6
Custody of Crypto Assets, page 54
30.Please describe the “similarly secure technology" used by the Crypto Custodians for
safekeeping the Trust's crypto assets.
Creation and Redemption of Shares, page 58
31.Please disclose how the Sponsor will inform Shareholders that it has engaged additional
Crypto Trading Counterparties.
32.Please disclose which party will be responsible for fees relating to on-chain transactions.
In this regard, we note your disclosure on page 59 that transfers from the Trust's Trading
Balance to the Trust's Vault Balance are "on-chain" transactions represented on the crypto
asset blockchain and that "any costs related to transactions and transfers from the Trust’s
Trading Balance to the Trust’s Vault Balance are not borne by the Trust or its
Shareholders."
Issuance of Baskets, page 58
33.Please provide additional information about the Trade Credit Lender and the Trade
Financing Agreement referenced on pages 59 and 60, including:
•The material terms of the Trade Financing Agreement, including the term and
termination provisions;
•The maximum amount of Trade Credit that the Trade Financing Agreement permits
to be outstanding at any one time;
•The Trade Credit interest rate;
•The Sponsor’s policy regarding whether the intention is to generally fund the Trading
Balance at the Prime Execution Agent with sufficient cash or the Constituent Index to
pay fees and expenses, or whether it regularly expects to utilize the Trade Financing
Agreement for fees and expenses;
•To the extent the execution price of the Constituent Index acquired exceeds the cash
deposit amount, disclose who bears the responsibility for this difference; and
•For creation and redemption transactions, whether or not the interest payable on
Trade Credits utilized under the Trade Financing Agreement are included in the
execution price and therefore the responsibility of the Authorized Participants. If they
are the responsibility of the Trust, revise your risk factor disclosure to explain the
impact these interest payments will have on the net assets of the Trust over time.
The Trust Agreement, page 62
34.Please describe the specific circumstances under which the Trust Agreement may be
amended and disclose the termination provisions of the Trust.
Sponsor, page 66
35.Please describe the conflicts of interest that may arise because the Sponsor serves as the
sponsor, investment manager, or investment adviser to investment vehicles other than the
Trust. Also discuss the Sponsor's experience sponsoring exchange-traded products and
specifically its experience related to crypto asset markets. Revise your risk factors on page
40 as appropriate.

August 20, 2024
Page 7
36.You state on pages 30-31 that the Sponsor "relies heavily on key personnel to manage its
activities." Please identify the key personnel and provide the disclosure called for by Item
401 of Regulation S-K.
The Trust's Service Providers, page 66
37.Please revise to:
•Identify any Crypto Trading Counterparties with whom the Sponsor has entered into
an agreement;
•Describe the approval process of the Crypto Trading Counterparty, including any
specific criteria for engagement as a Crypto Trading Co