SecProbe.io

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    1900 K Street, NW

    Washington, DC 20006-1110

    +1  202  261  3300  Main

    +1  202  261  3333  Fax

    www.dechert.com

    ADAM T. TEUFEL

    adam.teufel@dechert.com

    +1 202 261 3464  Direct

    +1 202 261 3164  Fax

 October 1, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, DC 20549

Attention: Irene Paik

Justin Dobbie

Re: Hashdex Nasdaq Crypto Index US ETF

Registration Statement on Form S-1

Filed July 24, 2024

File No. 333-280990

Ladies and Gentlemen:

On behalf of our client, Hashdex Nasdaq Crypto Index US ETF (the “Trust”
or the “Registrant”), we submit this letter in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission (“SEC” or the “Commission”) received by letter dated August
20, 2024 (the “Comment Letter”), relating to the Trust’s Registration Statement on Form S-1 (File No. 333-280990)
filed with the Commission on July 24, 2024 (the “Registration Statement”). On behalf of the Trust, we are concurrently
filing via EDGAR Pre-Effective Amendment No. 1 to the Registration Statement (the “Amendment”).

The Amendment and this correspondence provide the Registrant’s
responses to the Comment Letter.

Each of the Staff’s comments from the Comment Letter is repeated
below in italics and followed by the Registrant’s response. Capitalized terms used, but not defined, herein are used with the same
meaning given to them in the Amendment. Any disclosure changes made in response to the Staff’s comments, as set forth below, in
one place are also made in other applicable places of the prospectus contained in the Amendment (the “Prospectus”).

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.

Response: The Prospectus has been revised accordingly.

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.

Response: The Prospectus has been revised accordingly.

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.

Response: The Prospectus has been revised accordingly.

    2

4.
Please disclose that you are offering an indeterminate number of shares.

Response: The Prospectus has been revised accordingly.

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.

Response: The Prospectus Summary has been revised accordingly.

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.

Response: The Prospectus Summary has been revised accordingly.

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.

Response: The Prospectus Summary has been revised accordingly.

    3

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.

Response: The Prospectus has been revised accordingly.

Trust Expenses, page 5

9.
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 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.

Response: The Prospectus has been revised accordingly.

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.

Response: The Prospectus has been revised accordingly.

    4

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.

Response: The Prospectus has been revised accordingly.

“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.

Response: The Prospectus has been revised accordingly.

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.

Response: The Prospectus has been revised accordingly.

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.

Response: The Prospectus has been revised accordingly.

    5

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.

Response: The Prospectus has been revised accordingly.

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.

Response: The Prospectus has been revised accordingly.

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.

Response: The Prospectus has been revised accordingly.

    6

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.

Response: The Prospectus has been revised accordingly.

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.

Response: The Prospectus has been revised accordingly.

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.

Response: The Prospectus has been revised accordingly.

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.

Response: The Prospectus has been revised accordingly.

    7

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.

Response: The Prospectus has been revised accordingly.

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.

Response: The Prospectus has been revised accordingly.

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.

Response: The Prospectus has been revised accordingly.

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.

Response: The Prospectus has been revised accordingly.

    8

Ethereum Industry, page 47

26. Please discuss modifications to the Ethereum
protocol and discuss recent planned forks, including “Dencun” and EIP 4844.

Response: The Prospectus has been revised accordingly.

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.

Response: The Prospectus has been revised accordingly.

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.

Response: The Prospectus has been revised accordingly.

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.

Response: The Prospectus has been revised accordingly.

    9

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.

Response: The Prospectus has been revised accordingly.

Creation and Redemption of Shares, page 58

31.
Please disclose how the Sponsor will inform Shareholders that it has engaged additional Crypto Trading Counterparties.

Response: The Prospectus has been revised accordingly.

32.
Please disclose which party will be responsible for fees relating to on-chain transactions. In this regard, we note your discl