Correspondence 0001213900-25-008411 from Hashdex Nasdaq Crypto Index US ETF (NCIQ) (CIK 0002031069) (NCIQ)
Hashdex Nasdaq Crypto Index US ETF (NCIQ) (CIK 0002031069)
Date: Jan. 30, 2025 · CIK: 0002031069 · Accession: 0001213900-25-008411
AI Filing Summary & Sentiment
File numbers found in text: 333-280990
Referenced dates: January 7, 2025
Letter
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
January 30, 2025
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
J. Nolan McWilliams
Kate Tillan
Jason Niethamer
Re: Hashdex Nasdaq Crypto Index US ETF
Amendment No. 3 to Registration Statement on Form S-1
Filed December 26, 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 January 7, 2025 (the “Comment Letter”), relating to the Trust’s Registration Statement on Form S-1 (File No. 333-280990) filed with the Commission on December 26, 2024 (the “Registration Statement”). On behalf of the Trust, we are concurrently filing via EDGAR Pre-Effective Amendment No. 4 to the Registration Statement on Form S-1 (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. 3 to Registration Statement on Form S-1
General
1. We note that you have identified Flowdesk SAS, Nonco LLC, and Enigma Securities Ltd as Crypto Trading Counterparties. Please tell us whether these are the same entities as Flowdesk SAS, Nonco LLC, and Enigma Securities Ltd named as Authorized Participants, and whether any of these three entities is a registered broker-dealer. To the extent a Crypto Trading Counterparty is an affiliate of an Authorized Participant, disclose the nature of the affiliation and revise as necessary the Conflicts of Interest and Risk Factors sections.
Response: Flowdesk SAS, Nonco LLC, and Enigma Securities Ltd are Crypto Trading Counterparties, and not Authorized Participants. The Prospectus has been revised accordingly to disclose the affiliation between Authorized Participants and Crypto Trading Counterparties. However, we do not believe this affiliation presents a conflict of interest or would have an adverse impact on the Trust and its Shareholders. The Authorized Participants do not have any authority to influence the Trust’s or the Sponsor’s selection of any Crypto Trading Counterparty.
Creation and Redemption of Shares, page 78
2. Please disclose, if accurate, that the Authorized Participants named on page 80 are registered broker-dealers and members in good standing of the Financial Industry Regulatory Authority (FINRA).
Response: The Prospectus has been revised accordingly.
Conflicts of Interest, page 110
3. Please disclose whether sales of the Trust’s crypto assets will be facilitated through an affiliate of the Crypto Custodian. If so, describe the potential conflicts of interest associated with such an arrangement and the impact it may have on the price.
Response: The Prospectus has been revised accordingly. Please see section entitled “Risk Factors — The Prime Execution Agent, an affiliate of the Crypto Custodian, may facilitate sales of the Trust’s crypto assets, which could create conflicts of interest” and revised disclosures in the section entitled “Conflicts of Interest.”
* * *
Sincerely,
/s/ Adam T. Teufel
Show Raw Text
CORRESP
1
filename1.htm
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
January 30, 2025
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
J. Nolan McWilliams
Kate Tillan
Jason Niethamer
Re:
Hashdex Nasdaq Crypto Index US ETF
Amendment No. 3 to Registration Statement on Form S-1
Filed December 26, 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 January
7, 2025 (the “Comment Letter”), relating to the Trust’s Registration Statement on Form S-1 (File No. 333-280990)
filed with the Commission on December 26, 2024 (the “Registration Statement”). On behalf of the Trust, we are concurrently
filing via EDGAR Pre-Effective Amendment No. 4 to the Registration Statement on Form S-1 (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. 3 to Registration Statement on Form S-1
General
1. We note that you have identified Flowdesk SAS, Nonco LLC, and
Enigma Securities Ltd as Crypto Trading Counterparties. Please tell us whether these are the same entities as Flowdesk SAS, Nonco LLC,
and Enigma Securities Ltd named as Authorized Participants, and whether any of these three entities is a registered broker-dealer. To
the extent a Crypto Trading Counterparty is an affiliate of an Authorized Participant, disclose the nature of the affiliation and revise
as necessary the Conflicts of Interest and Risk Factors sections.
Response: Flowdesk SAS, Nonco LLC, and Enigma Securities Ltd
are Crypto Trading Counterparties, and not Authorized Participants. The Prospectus has been revised accordingly to disclose the affiliation between Authorized Participants and Crypto Trading Counterparties.
However, we do not believe this affiliation presents a conflict of interest or would have an adverse impact on the Trust and its Shareholders.
The Authorized Participants do not have any authority to influence the Trust’s or the Sponsor’s selection of any Crypto Trading Counterparty.
Creation and Redemption of Shares, page 78
2. Please disclose, if accurate, that the Authorized Participants
named on page 80 are registered broker-dealers and members in good standing of the Financial Industry Regulatory Authority (FINRA).
Response: The Prospectus has been revised accordingly.
Conflicts of Interest, page 110
3. Please disclose whether sales of the Trust’s crypto assets will
be facilitated through an affiliate of the Crypto Custodian. If so, describe the potential conflicts of interest associated with such
an arrangement and the impact it may have on the price.
Response: The Prospectus has been revised accordingly. Please
see section entitled “Risk Factors — The Prime Execution Agent, an affiliate of the Crypto Custodian, may facilitate sales
of the Trust’s crypto assets, which could create conflicts of interest” and revised disclosures in the section entitled “Conflicts
of Interest.”
* * *
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