United States securities and exchange commission logo





                              December 20, 2023

       Leah Wald
       Chief Executive Officer
       Valkyrie Bitcoin Fund
       c/o Valkyrie Digital Assets LLC
       320 Seven Springs Way, Suite 250
       Brentwood, TN 37027

                                                        Re: Valkyrie Bitcoin
Fund
                                                            Amendment No. 4 to
Registration Statement on Form S-1
                                                            Filed December 14,
2023
                                                            File No. 333-252344

       Dear Leah Wald:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our November 17,
2023 letter.

       Amendment No. 4 to Registration Statement on Form S-1

       General

   1.                                                   Refer to your response
to comment 3. Please revise to describe the AML, KYC and any
                                                        other procedures
conducted by the Trust, the Sponsor and the Prime Broker.
   2.                                                   Refer to your response
to comment 28. Please revise to disclose the material terms of
                                                        each of your material
agreements with the Trust's service providers, including the term of
                                                        each agreement and the
termination provisions of each agreement.
       Cover Page

   3.                                                   Refer to your response
to comment 4. Please revise to identify the Seed Capital Investor
                                                        as a statutory
underwriter here and in the Plan of Distribution section on page 81, and, to
 Leah Wald
FirstName LastNameLeah    Wald
Valkyrie Bitcoin Fund
Comapany20,
December   NameValkyrie
              2023       Bitcoin Fund
December
Page 2    20, 2023 Page 2
FirstName LastName
         the extent that the Seed Capital Investor is an affiliate of the
Sponsor, please disclose here
         and on page 81.
Prospectus Summary
Trust Overview, page 1

4.       Please revise to disclose in your Prospectus Summary, if true, that:
             The Trust, the Sponsor and the service providers will not loan or
pledge the Trust's
             assets, nor will the Trust's assets serve as collateral for any
loan or similar
             arrangement; and
             The Trust will not utilize leverage or any similar arrangements in
seeking to meet its
             investment objective.
5.       Refer to your response to comment 7. Please revise your disclosure in
the Prospectus
         Summary to state that Shareholders have no voting rights under the
Trust Agreement.
6.       We note your revised disclosure on page 1 that "[s]ubject to the
Exchange receiving the
         necessary regulatory approval to permit the [T]rust to create and
redeem Shares in-kind
         for bitcoin (the    In-Kind Regulatory Approval   ), the Trust may
also issue Baskets of
         Shares to Authorized Participants on an ongoing basis in exchange for
bitcoin." We have
         the following comments:
             Please revise to clarify here that the timing of In-Kind
Regulatory Approval is
              unknown and that there is no guarantee that the Exchange will
receive In-Kind
              Regulatory Approval.
             Please revise to clarify here how you will inform shareholders if
the Exchange
              receives In-Kind Regulatory Approval and if the Sponsor chooses
to allow in-kind
              creations and redemptions.
             Please revise throughout to remove any detailed discussion of
in-kind creations and
              redemptions. In this regard, we note that the Trust initially
only will support in-cash
              creations and redemptions and it is not known at this time how
In-Kind Regulatory
              Approval may impact the structure/mechanics of permissible
in-kind creations and
              redemptions.
             Please confirm your understanding, consistent with the undertaking
required by Item
              512(a)(1)(iii) of Regulation S-K, that you will file a
post-effective amendment to
              include any material information with respect to the plan of
distribution not
              previously disclosed in the registration statement or any
material change to such
              information.
The Offering
Trust expenses, page 6

7.       Refer to your response to comment 12. Please revise your disclosure
here to state whether
         any of the Trust's expenses payable by the Sponsor from the Sponsor's
Fee are capped.
         In addition, your disclosure that the Actual Exchange Rate is the
"highest exchange rate
         and lowest fees the Sponsor can find within a reasonable time frame in
order to sell
 Leah Wald
FirstName LastNameLeah    Wald
Valkyrie Bitcoin Fund
Comapany20,
December   NameValkyrie
              2023       Bitcoin Fund
December
Page 3    20, 2023 Page 3
FirstName LastName
         bitcoin in exchange for U.S. Dollars" appears inconsistent with your
disclosure that "[t]he
         Actual Exchange Rate is the "weighted average of such prices if
fulfilled in multiple
         segments." Please revise for clarity and consistency. Also please
revise to clarify, if true,
         that the prime broker will sell the Trust's bitcoin in connection with
Additional Trust
         Expenses.
Risk Factors, page 8

8.       Please add a risk factor that addresses the risks related to your
Bitcoin Custodian acting in
         the same capacity for several competing products to the extent
material.
9.       Refer to your response to comment 15. Please add a risk factor that
addresses the
         existence of bitcoin "whales" and the concentration in bitcoin
ownership.
Risk Factors Related to the Bitcoin Network and Bitcoins
If the Bitcoin network is used to facilitate illicit activities, page 19

10.      Your disclosure on page 20 that "[w]hen the Trust and the Sponsor,
acting on behalf of the
         Trust, sell or deliver, as applicable, bitcoin, they generally do not
transact directly with
         counterparties other than the Authorized Participant or other
similarly eligible financial
         institutions that are subject to federal and state licensing
requirements and maintain
         practices and policies designed to comply with AML and KYC
regulations" is inconsistent
         with your disclosure that all creations and redemptions will be in
cash. Similarly, we note
         your disclosure on page 49 that "[t]he activities of the Trust will be
limited to (1) issuing
         and redeeming Baskets in exchange for cash and bitcoin deposited by
the Authorized
         Participants" is inconsistent with your disclosure that all creations
and redemptions will be
         in cash. Please revise your disclosure here and throughout for
consistency and clarity.
Risk Factors Related to the Trust and the Shares
If the Custody Agreement is terminated, page 32

11.      Please expand this risk factor or add separate risk factors that
address the risks associated
         with insolvency, business failure or interruption, default, failure to
perform, security
         breach or other problems affecting the Bitcoin Custodian, the Cash
Custodian and the
         prime broker. In addition, add a separate risk factor addressing the
risks associated with
         having to replace the Cash Custodian or the prime broker.
Use of the CME CF Bitcoin Reference Rate - New York Variant, page 52

12.      Refer to your response to comment 22. Please revise to disclose the
Benchmark
         Administrator's procedures if information from one or more of the
Constituent Platforms
         in unavailable during a business day, and disclose the Index's
methodology related to
         forks and Incidental Rights. In addition, we note your revised
disclosure on page 55 that
         "[t]he end-of-day bitcoin price is calculated using the Bitcoin Index
Price as of 4:00 p.m.
         ET." but that "[t]he NAVs are not officially struck until later in the
day (often by 5:30
         p.m. ET and almost always by 8:00 p.m. ET)." Please disclose why the
NAV is not
 Leah Wald
Valkyrie Bitcoin Fund
December 20, 2023
Page 4
         officially struck until later in the day, and, to the extent that it
is to give the Sponsor or
         a service provider time to monitor for unusual pricing such that the
calculation of NAV
         may be changed, please identify which service provider monitors for
unusual pricing.
13.      Please revise to disclose how Shareholders will be notified regarding
changes to the
         Constituent Platforms and any other material changes to the Index
methodology.
Calculation of NAV, page 55

14.      Refer to your response to comment 26. Please revise to disclose
whether the Sponsor has
         any agreements with any third-parties for use of their valuation
methods, and disclose
         whether the Sponsor has a license to use a Secondary Index. If so,
please identify the
         third-parties and the Secondary Index, and describe how the value of
bitcoin is calculated
         by the valuation methods of such third-parties and the Secondary
Index. In addition,
         please revise to disclose the Trustee's fair valuation policies and
procedures in the
         connection with a Fair Value Event.
Intraday Indicative Value, page 55

15.      Refer to your response to comments 6 and 27. Please briefly describe
how the BRTI is
         calculated and clarify what you mean by your disclosure on page 55
that "[t]he IIV will be
         calculated by using the prior day's closing NAV per Share of the Trust
as a base." In
         addition, we note your disclosure that "[t]he BRTI is calculated in
real time based on the
         Relevant Order Books of all Constituent Bitcoin Exchanges (as defined
below)." Please
         revise to clarify whether "Constituent Bitcoin Exchanges" and "Index
Pricing Sources"
         refers to the Constituent Platforms used to calculate the BRR. Also
clarify what you mean
         by your disclosure that "the NAV uses a 15-minute window" as we note
your disclosure
         that the Index has an observation window between 3:00 p.m. ET and 4:00
p.m. ET and
         partitions a list of all Relevant Transactions into twelve
equally-sized time intervals of
         five minute length.
The Trust's Financial Statements, page 56

16.      We continue to evaluate your response to prior comment 24 and may have
further
         comment.
The Sponsor
Management of the Sponsor, page 59

17.    Refer to your response to comment 29. Please revise your disclosure
regarding the
FirstName LastNameLeah Wald
       officers and directors of the Sponsor that serve as the principal
executive officer and the
Comapany    NameValkyrie
       principal            BitcointoFund
                 financial officer    include the information required by Item
401 of Regulation
       S-K.
December 20, 2023 Page 4
FirstName LastName
 Leah Wald
FirstName LastNameLeah    Wald
Valkyrie Bitcoin Fund
Comapany20,
December   NameValkyrie
              2023       Bitcoin Fund
December
Page 5    20, 2023 Page 5
FirstName LastName
The Prime Broker, page 61

18.      Please refer to your response to comment 32. Please disclose whether
the Sponsor may
         direct the prime broker to exchange its assets on a specific Connected
Trading Venue.
         Also revise to identify the Connected Trading Venues. In addition,
please revise to
         describe the "certain circumstances" in which the prime broker may
suspend or terminate
         the Custody Agreement, to disclose any other termination provisions
and to disclose the
         term of the agreement.
19.      Please revise to disclose whether or not there are any limits or
policies that would limit the
         amount of bitcoin that can be held temporarily in the Trading Balance
maintained by the
         prime broker.
Custody of the Trust's Bitcoin, page 64

20.      Refer to your response to comments 31 and 32. Please revise to
disclose (i) the
         geographic location of where the Custodian stores the Trust's assets,
(ii) the policy amount
         of Coinbase Global's insurance and the degree to which its policy
covers the Trust's assets
         held by the Custodian and the prime broker, (iii) whether the prime
broker also has
         limitations to its liability regarding the Trust's assets, (iv) the
Sponsor's policy regarding
         the portion of the Trust's assets held by the prime broker,(v) whether
the Sponsor has
         provided instructions to the Custodian regarding airdrops or forks and
(vi) the term and
         termination provisions of the Sponsor's agreement with the Custodian.
Creation Procedures, page 66

21.      Refer to your response to comment 33. Please revise to provide a
detailed discussion of
         the mechanics of cash creation and cash redemption transactions,
including whether the
         Authorized Participant bears the risk of bitcoin price movements with
respect to cash
         creations and cash redemptions.
22.      Please revise to disclose 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.
Description of Creation and Redemption of Shares, page 66

23.      Please revise to disclose who will purchase or sell the bitcoin, and
whether this will
         be done at the direction of the Trust or the Authorized Participant.
24.      Please revise your disclosure to explain who is responsible for the
on-chain bitcoin
         transaction fees, whether relating to creations, redemptions or
transfers into or out of the
         Trading Balance.
 Leah Wald
FirstName LastNameLeah    Wald
Valkyrie Bitcoin Fund
Comapany20,
December   NameValkyrie
              2023       Bitcoin Fund
December
Page 6    20, 2023 Page 6
FirstName LastName
Determination of Required Deposits, page 67

25.      We note your disclosure on page 67 that "[t]he computation of [the
Basket Deposit] made
         by the Administrator as promptly as practicable after 4:00 p.m. ET or
at an earlier time set
         forth in the Authorized Participant Agreement or otherwise provided to
all Authorized
         Participants on the date such order is placed in order for the
creation of Baskets to be
         effected based on the NAV of Shares as next determined on such date
after receipt of the
         order in proper form." Please revise to disclose how the Basket
Deposit is provided to an
         Authorized Participant prior to 4:00 p.m. ET as we note your
disclosure that the BRR used
         to calculate the Trust's NAV is not calculated until 4:00 p.m. ET and
that the Trust's NAV
         is not officially struck until after 4:00 p.m. ET "(often by 5:30 p.m.
ET and almost always
         by 8:00 p.m. ET)."
Redemption Procedures, page 68

26.      Refer to comment 33. We note your disclosure on page 69 that refers to
the Distributor.
         Please revise to identify the Distributor and describe the role of
Distributor in creations
         and redemptions.
Suspension of Creation and Redemption Orders, page 69

27.      Refer to your response to comment 35. We note your revised disclosure
on page 69 that
         "[i]f the Sponsor has difficulty liquidating the Trust   s positions,
e.g., because of a market
         disruption event or an unanticipated delay in the liquidation of a
position in an over-the-
         counter contract, it may be appropriate to suspend redemptions until
such time as such
         circumstances are rectified." Please revise the circumstances in which
the Trust will have
         a position in an over-the counter contract. In this regard, we note
your disclosure that the
         prime broker exchanges the Trust's bitcoin for cash and the Trust's
cash for bitcoin in
         connection with creations, redemptions and paying the Trust's
expenses.
Governing Law; Consent to Delaware Jurisdiction, page 73

28.      Refer to your response to comment 37. We note that the forum selection
provision applies
         to claims under the Securities Act such that the federal district
courts of the United States
         of America shall be the exclusive forum for the resolution of any
complaint asserting a
         cause of action arising under the Securities Act, or the rules and
regulations promulgated
         thereunder. Please revise to state that investors cannot waive
compliance with the federal
         securities laws and the rules and regulations thereunder. In this
regard, we note that
         Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts
         over all suits brought to enforce any duty or liability created by the
Securities Act or the
         rules and regulations thereunder.
 Leah Wald
FirstName LastNameLeah    Wald
Valkyrie Bitcoin Fund
Comapany20,
December   NameValkyrie
              2023       Bitcoin Fund
December
Page 7    20, 2023 Page 7
FirstName LastName
Plan of Distribution, page 81

29.      Please describe how the proceeds from the sale of the Seed Creation
Baskets will be
         converted to bitcoin, including any costs or transaction fees payable
by the Trust
         associated with such conversion.
       Please contact Kate Tillan at 202-551-3604 or Michelle Miller at
202-551-3368 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or Sandra Hunter Berkheimer at
202-551-3758 with
any other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Crypto
Assets