April 27, 2023
VIA EDGAR
Eric Envall
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| RE: | ETF Managers Group Commodity Trust I | |
| Breakwave Tanker Shipping ETF | ||
| Registration Statement on Form S-1 (File No. 333-266945) (the “Registration Statement”) |
Dear Mr. Envall:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, ETF Managers Group Commodity Trust I (the “Trust”) hereby respectfully requests that the Registration Statement be declared effective on Friday, April 28, 2023, at 3:00 p.m. ET, or as soon thereafter as practicable.
In connection with the submission of the Trust’s request for accelerated effectiveness of the Registration Statement, the Trust hereby acknowledges that:
| · | should the Securities and Exchange Commission (the “Commission”) or the staff thereof (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
| · | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Trust from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
| · | the Trust may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Eversheds Sutherland (US), LLP, by calling Eric Simanek at (202) 220-8412.
| ETF Managers Group Commodity Trust I | ||
| By: ETF Managers Capital, LLC, | ||
| its Sponsor | ||
| By: | /s/ Samuel Masucci III | |
| Samuel Masucci III Chief Executive Officer | ||
