CORRESP 1 filename1.htm
February 14, 2025

VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549

 
Re:
Request for Acceleration of Effectiveness
Franklin Crypto Trust (the “Registrant”)
Registration Statement on Form S-1
File No. 333-281615                                                                               

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the Registrant hereby requests that the effective date of the Registrant’s Registration Statement on Form S-1 as amended be accelerated so that it will become effective at 5:00 p.m., Eastern time on February 19, 2025, or as soon as practicable thereafter. The Registrant hereby confirms that it is aware of its obligations under the Securities Act and the Securities Exchange Act of 1934, as amended.

Please direct questions or comments relating to this filing to J. Stephen Feinour, Jr. at (215) 564-8521 or, to Miranda L. Sturgis, Esq. at (215) 564-8131.


 
Sincerely,
       
 
FRANKLIN CRYPTO TRUST
       
 
By:
Franklin Holdings, LLC,
as its Sponsor
       
 
By:
/s/ David Mann
  
 
Name:
David Mann
 
Title:
President and Chief Executive Officer

 
CC:
Julie Sterner Patel, Franklin Templeton
   
Navid J. Tofigh, Franklin Templeton
   
J. Stephen Feinour, Jr., Stradley Ronon Stevens & Young, LLP
   
Miranda Sturgis, Stradley Ronon Stevens & Young, LLP