United States securities and exchange commission logo





                              May 20, 2022

       Sal Gilbertie
       Chief Executive Officer
       Teucrium Commodity Trust
       c/o Teucrium Trading, LLC
       Three Main Street
       Suite 215
       Burlington, VT 05401

                                                        Re: Teucrium Commodity
Trust
                                                            Amended
Registration Statement on Form S-1
                                                            Filed April 18,
2022
                                                            File No. 333-256339

       Dear Mr. Gilbertie:

             We have reviewed your amended 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amended Form S-1 filed April 18, 2022

       General

   1.                                                   Please disclose all
omitted information as soon as it has been determined. By way of
                                                        example, we note that
you omit financial statements, the name of the auditor, identities of
                                                        the initial Authorized
Purchaser and Marketing Agents, quantitative disclosure in
                                                        the Breakeven Analysis,
and quantitative disclosure in Contractual Fees and
                                                        Compensation
Arrangements with the Sponsor and Third-Party Service Providers.
   2.                                                   Please revise to
explain what "Hashdex" refers to in the name of the Fund.
   3.                                                   Refer to page 4 of
Exchange Act Release No. 34-94620, Order Granting Approval of a
 Sal Gilbertie
Teucrium Commodity Trust
May 20, 2022
Page 2
         Proposed Rule Change, as Modified by Amendment No. 2. Please explain
how your
         disclosure on page 17 referencing "other permitted exchange listed
bitcoin interests" in
         which you could invest and on page 35 about "other exchange listed
bitcoin interests
         based on the spot price of bitcoin" that you may trade in from time to
time are consistent
         with the representation that the Fund will only invest in BTC
Contracts and MBT
         Contracts (Bitcoin Futures Contracts) and in cash and cash
equivalents. Please also
         explain how the first risk factor on page 24 and other disclosure
relating to leverage is
         consistent with the representation that the Fund will not become
leveraged.
4.       Please add a separate subsection disclosing information about the
Benchmark. Your
         revised disclosure should address the following:
             who created the Benchmark, where is it published, and whether it
includes only BTC
              Contracts or also MBT contracts;
             when the Benchmark rolls from first to expire to second to expire
contracts;
             what you mean by    roughly constant expiration profile    on page
5 and how this
              reconciles with cover page disclosure that the benchmark is the
average of the closing
              settlement prices for the first and second to expire contracts;
             what first to expire and second to expire means; and
             provide an illustrative example of what the benchmark holdings
would be on a
              particular date.

         Please also clarify whether you intend to always be 50/50 between the
first and second
         month contracts (which only requires rolling once a month) or if you
contemplate a
         weighted average expiration date of one month (which requires rolling
on a more frequent
         or daily basis).
5.       To the extent you are aware of any brokerages that do not permit
trading in securities
         linked to the price of bitcoin, please update your plan of
distribution disclosure
         accordingly.
6.       Please disclose in the summary and add a risk factor describing the
risks of fraud and
         manipulation in the price of bitcoin and how these risks could impact
purchasers of Fund
         shares.
7.       Please file the agreements with your FCMs as exhibits to the
registration statement.
8.       Please provide us with an update on the status of any review being
conducted by the NFA
         and provide us with copies of any comments issued and your responses
to those
         comments.
9.     To the
FirstName     extent you intend
           LastNameSal           to use a fact sheet, please provide us with a
copy for our review.
                          Gilbertie
Comapany
10.        NameTeucrium
       Please tell us how theCommodity
                              Fund wouldTrust
                                            value your bitcoin futures holdings
in the event the
May 20,CME
         2022halted
               Page trading
                     2      in bitcoin futures contracts because of price
limits or otherwise.
FirstName LastName
 Sal Gilbertie
FirstName  LastNameSal Gilbertie
Teucrium Commodity   Trust
Comapany
May         NameTeucrium Commodity Trust
     20, 2022
May 20,
Page 3 2022 Page 3
FirstName LastName
Cover Page

11.      Please identify the initial Authorized Purchaser as an underwriter
here and in the last
         paragraph on page 40.
12.      Please state explicitly in the first paragraph that the fund will not
hold, purchase, or
         otherwise own any bitcoin, and that purchasing shares of the fund is
not a direct
         investment in bitcoin.
13.      Please disclose that because the fund will hold Bitcoin Futures
Contracts which are linked
         to the price of bitcoin, an investment in the fund may not be suitable
for all investors and
         may be riskier than other exchange-traded products that do not hold
financial instruments
         related to bitcoin.
14.      Please discuss the potential for movement in the price of the shares
between the times of
         offer and sale given the price volatility of Bitcoin Futures
Contracts.
15.      Refer to the sixth paragraph. Please explicitly state that
shareholders will not be afforded
         the protections associated with ownership of shares in a registered
investment company
         and include a cross-reference to the second risk factor on page 14.
The Fund's Investment Objective, page 4

16.      Please state that the Benchmark value will be disseminated once every
15 seconds during
         the core trading session.
What Are the Risk Factors Involved with an Investment in the Fund?, page 11

17.      Please organize the risk factors into subsections, including separate
subsections for risks
         related to bitcoin and risks related to futures. Also, break out the
first risk factor into
         separate risk factors addressing each discrete material risk
presented.
18.      Please add a risk factor describing risks that your timing in reaching
the market could
         have a detrimental effect on the scale of the fund. We note that there
are a number bitcoin
         futures-based ETFs and that subsequent funds have successively lower
net assets.
19.      Please also add separate risk factors addressing the following
discrete risks of the bitcoin
         futures market:
             the risks related capacity constraints in the bitcoin futures
market given existing
             volumes and open interest positions in the market that would limit
the size of the
             fund   s exposure to bitcoin futures;
             the risks if the market for bitcoin futures-based ETFs reached
saturation; and
             the risks to the bitcoin futures market if you and other funds
with similar investment
             strategies try to exit positions at the same time.
20.      Please add risk factors addressing the following discrete risks
relating to your portfolio:
             to the extent material, the risks if MBT performs differently than
BTC in your
             portfolio and
 Sal Gilbertie
Teucrium Commodity Trust
May 20, 2022
Page 4
                the risk of potential differences between returns based on the
price of bitcoin and an
              investment in your fund, including, for example, divergences
between the spot price
              of bitcoin and the price of Bitcoin Futures Contracts, the
additional costs related to
              futures investing, and other fund expenses.
21.      Please add risk factors addressing the following discrete risks
affecting the price of bitcoin
         and in turn the price of bitcoin futures:
             the lack of regulation in the bitcoin market;
             environmental risks from bitcoin mining;
             use of bitcoin in illicit transactions;
             hacking risks from theft of private keys;
             lack of adoption and ability to use bitcoin to purchase goods;
             risk of price volatility from other parts of the crypto asset
market, such as the recent
             UST depegging;
             the risks of a "51% attack" on bitcoin and how this would impact
your investors; and
             the risks presented by the existence of bitcoin "whales" and the
concentration in
             bitcoin ownership.
The Benchmark is not designed to correlate with the spot price of bitcoin, page
12

22.      Please specify the index you are referring to in the first sentence of
this risk factor.
Certain of the Funds investments could be illiquid, page 13

23.      Please expand this risk factor to discuss liquidity risks because of
capacity constraints
         resulting from CME position limits and other market factors. Please
also discuss how the
         Fund will manage liquidity pressures in the event the Fund's size
requires greater liquidity
         than available in the market to satisfy redemptions.
Changes in the Fund's NAV may not correlate well with changes in the price of
the Benchmark,
page 13

24.      Please explain the references to exposure to the corn market in the
fourth paragraph of this
         risk factor.
25.      We note your statement that one of the FCMs has imposed a financial
ceiling on initial
         margin that could change. Please disclose the current amount of the
financial ceiling, and
         explain the impact that it may have on your performance. In addition,
clarify whether
         your other FCM has imposed a financial ceiling on initial margin.
26.    Specifically address here the impact that the volatility of Bitcoin
Futures Contracts could
FirstName LastNameSal Gilbertie
       have on the effectiveness of the arbitrage mechanism. In addition,
disclose how these
Comapany    NameTeucrium
       arbitrage concerns, toCommodity     Trust
                               the extent that they are present, could impact
your ability to ensure
May 20,adequate  participation
         2022 Page  4           by Authorized Participants.
FirstName LastName
 Sal Gilbertie
FirstName  LastNameSal Gilbertie
Teucrium Commodity   Trust
Comapany
May         NameTeucrium Commodity Trust
     20, 2022
May 20,
Page 5 2022 Page 5
FirstName LastName
The price relationship between the Benchmark Component Futures Contracts, page
15

27.      Please place this risk factor in context by disclosing the periods
since inception when the
         bitcoin futures market has been either in backwardation or contango.
In particular, please
         disclose the periods and extent to which the market has been in
contango and quantify the
         extent to which those would have impacted a return on investment.
Please also discuss
         and quantify the contango risk in your summary.
Position limits, accountability levels and dynamic price fluctuation limits,
page 17

28.      Please place this risk factor in context by disclosing any specific
instances when Bitcoin
         Futures Contracts have reached the dynamic price fluctuation limit.
Please also revise the
         third paragraph on page 6 to disclose the material aspects of dynamic
price fluctuation
         limit functionality.
The NYSE Arca may halt trading in the Shares, page 23

29.      Please briefly describe the reasons why NYSE Arca may determine that
trading in the
         Shares is inadvisable, including because sufficient trading is not
occurring in BTC or
         MBT Contracts. Additionally, discuss the pause in CME bitcoin futures
trading that
         occurred on May 19, 2021.
The price of bitcoin can be volatile which could cause large fluctuations in
the price of Shares,
page 24

30.      Please provide quantitative disclosure regarding the volatility of
bitcoin and bitcoin
         futures. Discuss, for example, the decline in the price of bitcoin
that occurred in May
         2021, the decline that occurred on September 7, 2021, and the declines
that have occurred
         since November 8, 2021. Provide similar disclosure for price
volatility in bitcoin futures
         contracts.
The Sponsor, page 28

31.      We note that on the Teucrium.com website you state "Teucrium Trading
is an ETF
         provider focused solely on U.S. Agriculture." Please discuss here the
Sponsor's relative
         experience sponsoring exchange traded funds and specifically its
experience related to
         crypto asset markets. Please also add a risk factor describing the
risks arising from the
         Sponsor's lack of prior experience in the crypto asset markets.
Operation of the Fund, page 30

32.      Please revise the second sentence of the second paragraph on page 31
to disclose what you
         mean by name, value, and "total weight as a percentage of each futures
contract."
33.      Please clarify when you will hold BTC contracts vs MBT contracts.
Explain, for example,
         whether you will only purchase MBT if you have proceeds remaining from
the sale of the
         Creation Basket that are less than the price of a BTC contract or
whether there are other
 Sal Gilbertie
FirstName  LastNameSal Gilbertie
Teucrium Commodity   Trust
Comapany
May         NameTeucrium Commodity Trust
     20, 2022
May 20,
Page 6 2022 Page 6
FirstName LastName
         circumstances in which you would purchase MBT contracts (such as if
you have reached a
         BTC position limit).
34.      Please describe in greater detail your roll schedule. Provide specific
dates and times for
         the planned roll for each type of contract and include a roll
calendar. We note the
         disclosure on page 5 regarding rolled positions and that your
Benchmark is the average of
         the closing settlement prices for the first to expire and second to
expire Bitcoin futures
         contracts listed on the CME.
Futures Contracts, page 32

35.      You state "[t]he Fund will generally be long in the market for bitcoin
and will generally
         sell Bitcoin Futures Contracts only to close out existing long
positions." Please disclose
         what the exceptions would be.
Bitcoin Futures Contracts, page 32

36.      Please describe in greater detail the CME CF Bitcoin Reference Rate
and discuss how the
         rate is calculated based on trading on the various constituent
exchanges.
37.      Please substantiate your statement "[n]early every measurable metric
related to BTC
         Contracts has trended consistently up since launch and/or accelerated
upward in the past
         year." Specifically discuss each metric you base this statement on
including those
         referenced in this section. Please also update the data as of the most
recent practicable
         date and discuss the reasons for period over period changes and any
material
         known trends and uncertainties evidenced for each respective metric.
Also balance this
         disclosure by discussing those metrics that have trended down.
Bitcoin, page 35

38.      Please substantially expand your disclosure in this section to include
a materially
         complete discussion of the bitcoin industry.
Exchange for Related Position, page 35

39.      You state that it is likely that EFRP mechanisms will significantly
change in the future
         which may make it uneconomical or impossible from a regulatory
perspective for the
         Fund to utilize these mechanisms. Please discuss here in what way EFRP
mechanisms
         will significantly change, for what reason they will change, and the
timeframe of
         a potential change, if known.
Other Non-Contractual Payments by the Fund, page 39

40.      Please disclose here that purchases and redemptions of creation units
primarily with
         cash may cause the Fund to incur certain costs including brokerage
costs or taxable gains
         or losses that it might not have incurred if it had made redemptions
in-kind. Additionally,
         provide risk factor disclosure that these costs could be imposed on
the Fund, and thus
 Sal Gilbertie
FirstName  LastNameSal Gilbertie
Teucrium Commodity   Trust
Comapany
May         NameTeucrium Commodity Trust
     20, 2022
May 20,
Page 7 2022 Page 7
FirstName LastName
         decrease the Fund   s net asset value. Disclose in the risk factor
whether the $250 fee per
         creation or redemption order that an authorized participant will pay
is sufficient to offset
         these costs, or whether it is just a nominal fee.
Calculating NAV, page 41

41.      Please include a materially complete description of the methodology to
be used to
         calculate NAV. In this regard:
             disclose how the MBT Contract settlement price is used in the NAV
calculation;
             discuss how the BTC Contract settlement price referenced in the
third paragraph is
             determined;
             include a materially complete description how BRTI is calculated;
and
             with respect to your statement    [t]ypically, this estimate will
be made primarily by
             reference to the price of the BRTI at 4:00 p.m. EST on settlement
day    specify the
             circumstances in which BRTI is not used to calculate NAV and
describe how NAV
             will be calculated in those circumstances.
Creation and Redemption of Shares, page 42

42.      Please revise the second paragraph and elsewhere as appropriate to
state that shares will
         generally be created and redeemed in cash.
Rejection of Purchase Orders, page 43

43.      We note that under certain circumstances the Sponsor may reject
purchase and redemption
         orders, per the disclosure on pages 21, 43 and 44. Please also clarify
whether the Sponsor
         may generally suspend creations and redemptions and, if so, the
circumstances under
         which it may do so. In addition, please add risk factor disclosure
addressing the risks to
         the Fund and investors associated with the Sponsor   s ability to
reject orders and, if
         applicable, generally suspend creations and redemptions. For example,
and without
         limitation, address the possible impact of any rejections or
suspensions on the arbitrage
         mechanism. Further, based on the circumstances identified on pages 43
and 44, it appears
         that the Sponsor has broad discretion to suspend purchase and
redemption orders. Please
         add risk factor disclosure addressing the risks associated with this
broad discretion and the
         possible consequences for the Fund and investors. Finally, address any
limitations on the
         Sponsor   s discretion under Securities Act, NYSE Arca rules, or the
applicable approval
         orders permitting the listing and trading of the fund   s shares on
NYSE Arca. To the
         extent there are no such limitations, please disclose this lack of
regulatory limitations and
         provide applicable risk factor disclosure, including the absence of
comparable protections
         afforded regarding the suspension of creations and redemptions
applicable to funds
         regulated under the Investment Company Act of 1940.
The Sponsor Has Conflicts of Interest, page 48

44.      Please disclose the potential future conflict of interest if the
Sponsor, a new sponsor, or
         sub-adviser registers as a broker-dealer or becomes affiliated with a
broker-dealer and
 Sal Gilbertie
Teucrium Commodity Trust
May 20, 2022
Page 8
         describe the steps the Sponsor will implement to prevent the use and
dissemination of
         material non-public information regarding the portfolio. Please also
clarify whether the
         Sponsor or any insiders have bitcoin or bitcoin-related exposure that
would create
         conflicts of interest.
Financial Statements, page 66

45.      We note your disclosure that Fund financial statements will be added
by a pre-effective
         amendment. Please confirm you will file these financial statements as
soon as they are
         available, in order to allow the staff sufficient time to complete its
review.
        You may contact David Irving at 202-551-3321 or Sharon Blume at
202-551-3474 if you
have questions regarding comments on the financial statements and related
matters. Please
contact John Dana Brown at 202-551-3859 or J. Nolan McWilliams, Acting Legal
Branch
Chief, at 202-551-3217 with any other questions.



FirstName LastNameSal Gilbertie                               Sincerely,
Comapany NameTeucrium Commodity Trust
                                                              Division of
Corporation Finance
May 20, 2022 Page 8                                           Office of Finance
FirstName LastName