United States securities and exchange commission logo
July 28, 2022
Samuel Masucci, III
Chief Executive Officer
ETF Managers Capital LLC
30 Maple Street, Suite 2
Summit, NJ 07901
Re: ETF Managers Group
Commodity Trust I
Draft Registration
Statement on Form S-1
Submitted July 1,
2022
CIK No. 0001610940
Dear Mr. Masucci:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1
General
1. To the extent you
intend to use a fact sheet, please provide us with a copy for our review.
Prospectus Summary, page 1
2. Please prominently
discuss here and in the "Overview of the Tanker Industry" subsection
beginning on page 18
the impact of current geopolitical events on the tanker market and
the Fund. Please place
this discussion in context by quantifying the impact of the
Russian invasion in
Ukraine on the tanker market. The current disclosure on page 19 that
"[i]n 2022, the Russian
invasion in Ukraine had a significant impact on oil prices, and thus
oil demand" is
insufficient.
Samuel Masucci, III
ETF Managers Capital LLC
July 28, 2022
Page 2
Breakeven Analysis, page 3
3. We note your disclosure on the cover page and page 4 that the Sponsor
has paid all of the
expenses related to the organization and offering of the shares in
this prospectus.
Please revise to quantify the amount and clarify whether these costs
will be reimbursable
to the Sponsor.
Risks Associated with the Freight Futures, page 5
4. Please add a separate risk factor that specifically discusses the
impacts of import or export
bans (e.g., sanctions) resulting from Russia s invasion in Ukraine
on any products or
commodities, including energy from Russia, on the tanker market. Also
please discuss the
current and anticipated impacts thereof on the Fund and its assets.
The Fund and its assets are subject to the risks inherent in the oil tanker
shipping industry, page 5
5. Please specifically include Russia's invasion in Ukraine as one of the
bullet points in this
risk factor. This list should be as specific as possible.
Russia-Ukraine war, page 7
6. Please revise this risk factor to quantify the changes to oil prices
and tanker rates that have
occurred since the Russian invasion in Ukraine. Also include
quantifications that show
the volatility of spot charter rates, tanker freight rates, and tanker
rates.
The Fund may experience a loss if it is required to sell U.S. Treasuries...,
page 10
7. Please revise this risk factor to highlight the risks associated with
the current rising
interest rate environment.
The Fund's Investment Objective and Strategy, page 16
8. Please revise this section to include an estimate of the anticipated
rebalancing costs of
your annual rebalance of the Benchmark Portfolio.
You may contact Becky Chow at (202) 551-6524 or Amit Pande at (202)
551-3423 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Eric Envall at (202) 551-3234 or David Lin at (202) 551-3552 with any
other questions.
FirstName LastNameSamuel Masucci, III Sincerely,
Comapany NameETF Managers Capital LLC
Division of
Corporation Finance
July 28, 2022 Page 2 Office of
Finance
FirstName LastName