STRATEGY SHARES
36 North New York Avenue
Huntington, NY 11743
January 25, 2023
VIA EDGAR
Public Filing Desk
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Strategy Shares
Request for Withdrawal of Amendment to Registration Statement on Form N-1A and Related Delaying Amendments
File Nos. 333-170750; 811-22497
Dear Sir or Madam:
Strategy Shares (the “Trust”) has determined that it is in the best interests of the Trust and the public that Post-Effective Amendment No. 81 to the Trust’s Registration Statement, filed pursuant to Rule 485(a)(2) under the Securities Act of 1933 (the “1933 Act”) to register the Strategy Shares Nasdaq 10HANDLTM Index ETF (the “Fund”) on September 3, 2021 (SEC Accession No. 0001580642-21-004218) (the “Amendment”), be withdrawn. Additionally, the Trust is submitting this application for withdrawal of the following additional Post-Effective Amendments (the “Delaying Amendments”) to the Trust’s Registration Statement, filed with the Commission on the filing dates indicated below. The purpose of each of the Delaying Amendments was to delay the effectiveness of Post-Effective Amendment No. 81.
| Post-Effective Amendment Nos. | Filing Date |
| 86 | November 12, 2021 |
| 87 | November 26, 2021 |
| 89 | December 9, 2021 |
| 92 | December 16, 2021 |
| 94 | December 21, 2021 |
| 96 | January 3, 2022 |
| 100 | January 14, 2022 |
| 101 | January 27, 2022 |
| 102 | February 15, 2022 |
| 103 | March 2, 2022 |
| 104 | March 16, 2022 |
| 105 | April 6, 2022 |
| 107 | April 27, 2022 |
| 108 | May 17, 2022 |
| 109 | June 8, 2022 |
| 111 | June 29, 2022 |
| 112 | July 19, 2022 |
| 113 | August 11, 2022 |
| 116 | August 30, 2022 |
| 117 | September 19, 2022 |
| 118 | October 11, 2022 |
| 119 | November 4, 2022 |
| 120 | November 29, 2022 |
| 121 | December 28, 2022 |
The Trust is making this application for withdrawal of Post-Effective Amendment No. 81 and each of the Delaying Amendments because it has determined not to proceed with the registration of the Fund. No securities have been issued or sold in connection with Post-Effective Amendment No. 81 or any of the Delaying Amendments. Accordingly, pursuant to Rule 477(a) under the 1933 Act, the Trust hereby requests that the Amendment and Delaying Amendments be withdrawn.
Please direct any questions concerning this letter to Michael O’Hare, of Stradley Ronon Stevens & Young LLP at (215) 564-8198.
Sincerely,
/s/Jennifer A. Bailey
Jennifer A. Bailey
Secretary, Strategy Shares
