On behalf of our client, VanEck Bitcoin Trust (the “Trust”), set forth below is the Trust’s response to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) by letter dated December 20, 2023 (the “Comment Letter”) in connection with the Trust’s Pre-Effective Amendment No. 5 to Registration Statement on Form S-1 (the “Registration Statement”), which was filed with the SEC on December 8, 2023. Concurrently with the filing of this response letter, the Trust is filing Pre-Effective Amendment No. 6 to the Registration Statement (the “Amended Registration Statement”). Where noted in the responses below, the Amended Registration Statement has been updated in response to the Staff’s comments. Defined terms used herein but not otherwise defined have the meanings ascribed to them in the Amended Registration Statement. The Trust’s responses are set out in the order in which the comments were set out in the Comment Letter and are numbered accordingly.

All page references in the responses below are to the pages of the Amended Registration Statement, unless otherwise specified.

In response to the Staff’s comment, the Trust has revised the Fact Sheet, attached hereto as Exhibit A, to clarify that the Trust is a passive investment vehicle that does not seek to generate returns beyond tracking the price of bitcoin.

In response to the Staff’s comment, the Trust has identified the Seed Capital Investor in the Amended Registration Statement and as indicated in the prospectus, the Seed Capital Investor will be acting as a statutory underwriter in connection with its initial purchase. Additionally, the Trust supplementally advises the Staff that the Trust will name the Authorized Participants known as of the effectiveness and the initial price per Share in a subsequent amendment to the Registration Statement.

In response to the Staff’s comment, the Trust has revised the disclosure on pages 1, 3 and 57 of the prospectus accordingly.

In response to the Staff’s comment, the Trust has revised the disclosure on page 2 of the prospectus to provide support for certain disclosure accordingly.

In response to the Staff’s comment, the Trust has revised the disclosure on pages 6 and 79 of the prospectus to clarify how and when the Sponsor will notify investors of any decisions to add or terminate bitcoin custodians, or change the custodian for the Trust’s bitcoin holdings.

In response to the Staff’s comment, the Trust has revised the disclosure on page 38 of the prospectus to address the risks related to the Bitcoin Custodian, Cash Custodian and the Liquidity Providers.

In response to the Staff’s comment, the Trust has revised the disclosure on page 29 of the prospectus to discuss the impact of the use of cash creations and redemptions on the efficiency of the arbitrage mechanism and how this compares to the use of in-kind creations and redemptions.

security breach, or other problems affecting Gemini Clearing or the Liquidity Providers.

In response to the Staff’s comment, the Trust has revised the disclosure on pages 33-34 of the prospectus to expand on the risk associated with having to replace Gemini Clearing or the Liquidity Providers, including the risks associated with insolvency, business failure or interruption, default, failure to perform, security breach, or other problems affecting Gemini Clearing or the Liquidity Providers.

Bitcoin, Bitcoin Market, Bitcoin Exchanges and Regulation of Bitcoin, page 48

In response to the Staff’s comment, the Trust has revised the disclosure on pages 15 and 53 of the prospectus to further discuss circumstances under which the Trust would retain or hold incidental rights and whether there would be differences in how the trust handles incidental rights in relation to forks versus airdrops.

In response to the Staff’s comment, the Trust has revised the disclosure on pages 62-65 of the prospectus to explain how the “equal- weighted average” of the “volume-weighted median price” is calculated.

In response to the Staff’s comment, the Trust has revised the disclosure on page 66 of the prospectus accordingly.

In response to the Staff’s comment, the Trust has revised the disclosure on pages 6-7 and 69-70 of the prospectus accordingly.

In response to the Staff’s comment, the Trust has revised the disclosure on pages 79-80 of the prospectus accordingly.

In response to the Staff’s comment, the Trust has revised the disclosure on page 82 of the prospectus.

In response to the Staff’s comment, the Trust has revised the disclosure on pages 7 and 82 of the prospectus to include the geographic location where the private keys will be stored, and disclose whether any entity will be responsible for verifying the existence of the bitcoins.

In response to the Staff’s comment, the Trust has revised the disclosure on pages 86-87 of the prospectus accordingly.

In response to the Staff’s comment, the Trust has revised the disclosure on pages 29-30 and 88 of the prospectus accordingly.

In response to the Staff’s comment, the Trust has revised the disclosure on the cover and pages 3, 8, 29-30 and 89-91 of the prospectus to disclose how the Sponsor arranges for the sale of bitcoins in connection with redemptions and how the sale prices of bitcoins are determined and the impact that volatility in the spot bitcoin market may have on the Trust’s ability to purchase or sell bitcoin at the same value as the Creation Basket or redemption distribution.

In response to the Staff’s comment, the Trust has revised the disclosure on pages 29 and 89 of the prospectus to discuss who bears the risk of price movements with respect to cash creations and cash redemptions accordingly.

In response to the Staff’s comment, the Trust has revised the disclosure on page 92 of the prospectus to describe whether and how Shareholders will be notified if the Trust has suspended creations and redemptions accordingly.

In response to the Staff’s comment, the Trust has revised the disclosure on page 107 of the prospectus accordingly.

In response to the Staff’s comment, the Trust has revised the disclosure on pages 66 and F-3 accordingly.

Should the Staff have any additional questions or comments regarding any of the foregoing, please do not hesitate to call me at (212) 878-3180 or Jason D. Myers at (212) 878-8324.


HODL	VanEck Bitcoin Trust


Fund Details
Fund Ticker		HODL
Intraday NAV (IIV)		HODLIV
Total Net Assets ($M)		$0.0M
Exchange		CBOE
Inception Date		--
Sponsor		VanEck Digital Assets, LLC
Custodian		Gemini Trust Company, LLC
Marketing Agent		Van Eck Securities Corporation
Trustee		Delaware Trust Company

Fees and Expenses*
Expense Ratio		--

	As of November 30, 2023
Fund Description

The Trust’s investment objective is to reflect the performance of bitcoin less the expenses of the Trust’s operations. The Trust is a passive investment vehicle that does not seek to generate returns beyond tracking the price of bitcoin.

Performance History: Average Annual Total Returns* (%)

								LIFE
Month End as of 11/30/23	1 MO	3 MO	YTD	1 YR	3 YR	5 YR	10 YR	[inceptionDate]
								LIFE
Quarter End as of 09/30/23	1 MO	3 MO	YTD	1 YR	3 YR	5 YR	10 YR	[inceptionDate]

*Returns less than one year are not annualized.

The performance data quoted represents past performance. Past performance is not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Performance may be lower or higher than performance data quoted. Please call 800.826.2333 or visit vaneck.com for performance current to the most recent month ended.

The “Net Asset Value” (NAV) of a Fund is determined at the close of each business day, and represents the dollar value of one share of the fund; it is calculated by taking the total assets of the fund, subtracting total liabilities, and dividing by the total number of shares outstanding. The NAV is not necessarily the same as the ETF’s intraday trading value. Investors should not expect to buy or sell shares at NAV.


HODL	VanEck Bitcoin Trust

The material must be preceded or accompanied by a prospectus. Before investing you should carefully consider the VanEck Bitcoin Trust’s (the “Trust”) investment objectives, risks, charges and expenses.

Investing involves risk, including possible loss of principal. The Trust is not an investment company registered under the Investment Company Act of 1940 or a commodity pool for the purposes of the Commodity Exchange Act. Shares of the Trust are not subject to the same regulatory requirements as mutual funds. Because shares of the Trust are intended to reflect the price of the Bitcoin held in the Trust, the market price of the shares is subject to fluctuations similar to those affecting Bitcoin prices. Additionally, shares of the Trust are bought and sold at market price, not at net asset value (“NAV”). Brokerage commissions will reduce returns.

The request for redemption of shares for Bitcoin is subject to a number of risks including but not limited to the potential for the price of Bitcoin to decline during the time between the submission of the request and delivery. Delivery may take a considerable amount of time depending on your location.

Trust shares trade like stocks, are subject to investment risk and will fluctuate in market value. The value of Trust shares relates directly to the value of the Bitcoin held by the Trust (less its expenses), and fluctuations in the price of Bitcoin could materially and adversely affect an investment in the shares. The price received upon the sale of the shares, which trade at market price, may be more or less than the value of the Bitcoin represented by them. The Trust does not generate any income, and as the Trust regularly issues shares to pay for the Sponsor’s ongoing expenses, the amount of Bitcoin represented by each Share will decline over time.

Investing involves risk, and you could lose money on an investment in the Trust. The value of Bitcoin and, therefore, the value of the Trust’s Shares could decline rapidly, including to zero. You could lose your entire investment. For a more complete discussion of the risk factors relative to the Trust, carefully read the prospectus.

This content is published in the United States for residents of specified countries. Investors are subject to securities and tax regulations within their applicable jurisdictions that are not addressed on this content. Nothing in this content should be considered a solicitation to buy or an offer to sell shares of any investment in any jurisdiction where the offer or solicitation would be unlawful under the securities laws of such jurisdiction, nor is it intended as investment, tax, financial, or legal advice. Investors should seek such professional advice for their particular situation and jurisdiction.

The sponsor of the Trust is VanEck Digital Assets, LLC (the “Sponsor”). The marketing agent for the trust is Van Eck Securities Corporation. VanEck Digital Assets, LLC., and Van Eck Securities Corporation are wholly-owned subsidiaries of Van Eck Associates Corporation.

Phone: 800.826.2333

Email: info@vaneck.com

FUND TICKER: HODL

800.826.2333

VANECK.COM

	Jonathan R. Simon, VanEck Digital Assets, LLC
	Matthew A. Babinsky, VanEck Digital Assets, LLC
	Jason D. Myers, Clifford Chance US LLP
	Jesse Overall, Clifford Chance US LLP