SecProbe.io

December 9, 2024
Steven Clurg
Chief Executive Officer
Canary Litecoin ETF
c/o Canary Capital Group LLC
1131 4th Avenue S #230
Nashville, TN 37210
Re:Canary Litecoin ETF
Registration Statement on Form S-1
Filed October 15, 2024
File No. 333-282643
Dear Steven Clurg:
            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 filed October 15, 2024
General
1.Please tell us the status of your application for listing on an exchange, as well as the
exchange's plans to submit an application under Rule 19b-4, and revise your
disclosure throughout the prospectus as appropriate. Please be advised that we may
have additional comments once the Rule 19b-4 application is filed.
2.To the extent that you intend to use a fact sheet, please provide us with a copy for our
review.

December 9, 2024
Page 2
Cover Page
3.Please disclose that you are offering an indeterminate number of shares.
Table of Contents, page i
4.Please revise the Table of Contents to include a specific reference to the Risk Factors
section. Please refer to Item 502(a) of Regulation S-K.
Prospectus Summary, page 1
5.We note your disclosure that you explain that "Except in limited circumstances,
Shareholders will have no voting rights under the Trust Agreement." Please revise
your disclosure in the Prospectus Summary to disclose the "limited circumstances"
under which shareholders have voting rights under the Trust Agreement.
6.Please revise your prospectus summary, if true, to disclose that the Trust is a passive
investment vehicle that does not seek to generate returns beyond tracking the price of
LTC.
The Trust's Fees and Expenses, page 68
7.Please revise to clarify whether all LTC transaction costs incurred by a blockchain
transaction are Extraordinary Expenses or if there are LTC transaction costs that are
the Sponsor's responsibility.
The Trust's Service Providers, page 71
8.Once you have entered into material agreements with the Trust's service providers,
please revise to disclose the material terms of each of these agreements, including the
term of each agreement and the termination provisions of each agreement.
9.Please revise to describe the approval process of the LTC Trading Counterparties,
including any specific criteria for engagement as a LTC Trading Counterparty.
10.Please revise your disclosure to discuss the Sponsor's experience sponsoring exchange
traded funds and specifically its experience related to crypto asset markets.
Custody of the Trust's Assets, page 74
11.Please revise to provide a materially complete discussion of your LTC custody
arrangements, when available, including whether and to what extent the Custodian
carries insurance for any losses of the LTC that it custodies for you.
12.We note that "the Custodian will maintain the Trust’s LTC in omnibus wallets along
with the assets of other customers of the Custodian, and the Trust’s LTC will be
treated as fungible with the LTC of other customers of the Custodian." Please revise
your disclosure to explain the risks to the Trust's LTC held in such omnibus accounts
related to the Custodian's bankruptcy.
Plan of Distribution, page 77
13.Please describe how the proceeds from the sale of the Seed Creation Baskets will be
converted to LTC, including any costs or transaction fees payable by the Trust
associated with such conversion.

December 9, 2024
Page 3
Creation and Redemption of Shares, page 78
14.Please revise to disclose whether, in connection with cash creations, if the price of
LTC has dropped, the excess cash will be returned to the Authorized Participant.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Mark Brunhofer at 202-551-3638 or Jason Niethamer at 202-551-3855
if you have questions regarding comments on the financial statements and related
matters. Please contact Austin Stanton at 202-551-2197 or Sandra Hunter Berkheimer at 202-
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets