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    www.dechert.com

    ADAM
    T. TEUFEL

    adam.teufel@dechert.com

    +1
    202 261 3464  Direct

    +1
    202 261 3164  Fax

November
25, 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

Amendment
No. 1 to Registration Statement on Form S-1

Filed
October 1, 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 October 18, 2024 (the “Comment Letter”),
relating to the Trust’s Registration Statement on Form S-1 (File No. 333-280990) filed with the Commission on October
1, 2024 (the “Registration Statement”). On behalf of the Trust, we are concurrently filing via EDGAR Pre-Effective
Amendment No. 2 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”).

Amendment
No. 1 to Registration Statement on Form S-1

General

1.
We note your response to prior comment 43. Please provide the address and telephone number of your agent for service on the registration
statement cover page.

Response:
The Prospectus has been revised accordingly.

Prospectus
Summary

Principal
Investment Risks of an Investment in the Trust, page 3

2.
Please revise the fourth bullet in this section to clarify that in the occurrence of a fork, airdrop or similar event, the Sponsor will
cause the Trust to irrevocably abandon the Incidental Rights and any IR Virtual Currency associated with such event and that Shareholders
will not receive the benefits of any Incidental Rights and any IR Virtual Currency.

Response:
The Prospectus Summary has been revised accordingly.

3.
Refer to pages 50-51. Please include a bullet point addressing the complexity of the tax treatment and acknowledging that shareholders
will have tax liability for their allocable share of the Trust’s taxable income.

Response:
The Prospectus has been revised accordingly.

The
Offering, page 5

4.
We note that you include cross references on pages 7 and 8 to “The Trust Agreement — Voting Rights” and “The Trust
Agreement — Liability and Indemnification,” respectively. These sections no longer exist. Please revise your disclosure accordingly.

Response:
The Prospectus Summary has been revised accordingly. Please see sections entitled “The Trust Agreement — Voting Rights”
and “The Trust Agreement — Liability and Indemnification.”

Overview
of the Index Constituents’ Industry

Regulation
and Government Oversight of Bitcoin and Ether, page 62

5.
Please remove the third paragraph on page 63 as the disclosure lacks the appropriate context for the referenced statements.

Response:
The Prospectus has been revised accordingly.

Business
of the Trust

Index
Constituents Criteria, page 65

6.
Please clarify what you mean when you state that to be eligible for inclusion in the Index, crypto assets must serve as the “underlying
asset for a derivative instrument listed on a U.S.-regulated derivatives platform” and reconcile this statement with footnote 10
of the amended Rule 19b-4 application. We also note your disclosure on page 65 that currently, there are no U.S.-regulated crypto asset
trading platforms and therefore, no crypto assets are eligible for inclusion in the Index based on this criterion. Please disclose whether
any crypto assets other than bitcoin and ether are eligible for inclusion in the Index based on whether it serves as an underlying asset
for a derivative instrument listed on a U.S.-regulated derivatives platform. Please also provide us a list of the U.S.-regulated derivatives
platforms that list crypto asset derivative instruments.

Response:
The Prospectus has been revised accordingly.

Creation
and Redemption of Shares

Issuance
of Baskets, page 77

7.
We are unable to locate the changes you have made in response to prior comment 33. Please provide the requested disclosure regarding
the Trade Credit Lender and Trade Financing Agreement.

Response:
The Sponsor does not intend to enter into a trade financing agreement before the Trust commences its operations and qualifies as
an eligible contract participant.

    2

Additional
Information about the Trust, page 81

8.
Please restore disclosure that you have removed about the Trust Agreement relating to liability and indemnification provisions, withdrawal
of the Sponsor, meetings, voting rights, and limited liability of shareholders.

Response:
The Prospectus has been revised accordingly. Please see sections entitled “Additional Information about the Trust — Liability
and Indemnification,” “Additional Information about the Trust — Withdrawal of the Sponsor,” “Additional
Information about the Trust — Meetings,” “Additional Information about the Trust — Voting Rights,” and
“Additional Information about the Trust — Limited Liability of Shareholders.”

Termination
of the Trust, page 82

9.
We note your disclosure that if the Trust fails to qualify for treatment, or ceases to be treated, as a “grantor trust” under
the Code or any comparable provision of the laws of any State or other jurisdiction where that treatment is sought, the Sponsor may determine
that termination of the trust is advisable. Please clarify, where applicable, whether you are assuming that the Trust is a grantor trust
for U.S. federal income tax purposes.

Response:
No, the Trust intends to be treated as a partnership for U.S. federal income tax purposes. The Prospectus has been revised accordingly.

Amendments,
page 84

10.
We note your revisions in response to prior comment 34. Please disclose how and when the Sponsor will notify the Shareholders of material
amendments to the Trust Agreement, including whether there will be notice prior to the amendment. Also provide risk factor disclosure
that the Sponsor can amend the Trust Agreement in its sole discretion.

Response:
The Prospectus has been revised accordingly. Please see revised disclosures in sections entitled “Risk Factors — The
Sponsor may amend the Trust Agreement without the consent of the Shareholders,” and “Additional Information about the Trust
— Amendments.”

Exhibit
Index, page II-2

11.
Refer to your response to prior comment 41. Please file a tax opinion or tell us how you concluded that the tax consequences of the Shares
are not material to investors. We note your disclosure in the last sentence of the third full paragraph on page 94 and associated discussion.

Response:
The section of the Prospectus titled “U.S. Federal Income Tax Consequences” has been revised to include the following:

The
discussion represents, insofar as it describes conclusions as to US federal income tax law and subject to the limitations and qualifications
described below, the opinion of Dechert LLP. The opinion of Dechert LLP, however, is not binding on the United States Internal Revenue
Service (“IRS”) or on the courts and does not preclude the IRS from taking a contrary position. The discussion below is based
on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder and judicial and
administrative interpretations of the Code, all as in effect on the date of this prospectus and all of which are subject to change either
prospectively or retroactively.

*
*    *

Sincerely,

  /s/ Adam T. Teufel

  Adam T. Teufel

    cc:
    Samir
    Kerbage, Hashdex

    Julia
    Castelo Branco Rocha, Hashdex

Davi
Marques, Hashdex

Neel
Maitra, Dechert LLP

Anna
Tomczyk, Dechert LLP

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