United States securities and exchange commission logo





                               January 5, 2024

       Cynthia Lo Bessette
       President
       Fidelity Wise Origin Bitcoin Trust
       c/o FD Funds Management LLC
       245 Summer Street V13E
       Boston, MA 02210

                                                        Re: Fidelity Wise
Origin Bitcoin Trust
                                                            Amendment No. 3 to
Registration Statement on Form S-1
                                                            Filed December 29,
2023
                                                            File No. 333-254652

       Dear Cynthia Lo Bessette:

            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 December 18,
2023 letter.

       Amendment No. 3 to Registration Statement on Form S-1

       General

   1.                                                   Please revise your
discussion of Incidental Rights throughout the prospectus to clarify, if
                                                        true, that the only
crypto asset to be held by the Trust will be bitcoin. In particular, please
                                                        clarify, if true, that
with respect to any fork, airdrop or similar event, the Sponsor will
                                                        cause the Trust to
irrevocably abandon the Incidental Rights or IR Virtual Currency and in
                                                        the event the Trust
seeks to change this position, an application would need to be filed
                                                        with the SEC by your
listing exchange seeking approval to amend its listing rules.
 Cynthia Lo Bessette
FirstName   LastNameCynthia   Lo Bessette
Fidelity Wise  Origin Bitcoin Trust
Comapany
January     NameFidelity Wise Origin Bitcoin Trust
         5, 2024
January
Page 2 5, 2024 Page 2
FirstName LastName
Cover Page

2.       Refer to your response to comment 2. Please include in the cover page
the disclosure in
         your Plan of Distribution section that the initial Authorized
Participant will be a statutory
         underwriter with respect to the initial purchase of Baskets.
Prospectus Summary
The Trust's Fees and Expenses, page 6

3.       Please revise your disclosure to specify who is responsible for
on-chain transaction fees
         incurred in connection with transfers or sales of bitcoin to cover
fees and expenses.
Use of Proceeds, page 9

4.       We note your added disclosure on pages 9 and 73 that the Trust will
receive bitcoin from a
         third party, as well as your disclosure on page 72 that a bitcoin
trading counterparty will
         purchase bitcoin. Please revise to identify the third party and
bitcoin trading
         counterparty. In addition, please revise to clarify whether the third
party is subject to U.S.
         federal and/or state licensing requirements or similar laws in
non-U.S. jurisdictions and
         maintains practices and policies designed to comply with AML and KYC
regulations or
         similar laws in non-U.S. jurisdictions that are referenced on page 29.
Risk Factors
The Trust's Custodian could become insolvent or become subject to a
receivership, page 34

5.       Refer to your response to comment 4 and note that Article VII of your
Custodian
         Agreement permits termination upon the Custodian's insolvency or a
material
         deterioration of its financial condition and discusses the procedure
to identify a successor
         custodian. Please specifically address the risks of having to replace
the Custodian under
         such circumstances.
Calculation of NAV, page 59

6.       Refer to your responses to comment 8 in our September 29, 2023 letter
and related
         subsequent comments. We note your revised disclosure that the Trust
will only allow cash
         redemptions, and observe that this change may have an impact on your
fair value
         accounting policy, including principal market determination under ASC
Topic 820. Please
         confirm your understanding that our decision not to issue additional
comments should not
         be interpreted to mean that we either agree or disagree with your
responses and your
         current fair value accounting policy. Please also confirm your
understanding that we may
         comment further on this matter in future filing reviews once the Trust
is operational.
7.       Refer to your revised disclosure in response to comment 7. Please
revise to specify the
         bitcoin trading platforms that are available on Crypto Data Feed
Streaming Level 1's feed.
 Cynthia Lo Bessette
FirstName   LastNameCynthia   Lo Bessette
Fidelity Wise  Origin Bitcoin Trust
Comapany
January     NameFidelity Wise Origin Bitcoin Trust
         5, 2024
January
Page 3 5, 2024 Page 3
FirstName LastName
The Trust's Service Providers
The Sponsor, page 64

8.       Refer to your amended disclosure in response to comment 10, which
states that the
         Sponsor has managed several digital asset-focused funds since its
formation in 2019.
         Please identify the digital asset-focused funds that the Sponsor has
managed since 2019.
Plan of Distribution
Selling Shareholders, page 70

9.       We note your addition of this Selling Shareholders disclosure. We also
note that the Trust
         sold one Share to FMR Capital, Inc. for $40 on November 30, 2023.
Please revise to
         clarify whether there are any Selling Shareholders in this offering
and provide additional
         information about the Selling Shareholders, including but not limited
to, their identities,
         the amount of Shares that they hold and will sell, the consideration
paid, their relationship
         to the Sponsor, and their status as an underwriter.
Creation and Redemption of Shares, page 71

10.      We note your revised disclosure on page 71 that "subject to obtaining
all applicable
         regulatory approvals, the Trust may in the future permit Authorized
Participants to
         purchase or redeem Baskets 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 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.
Delivery of Required Deposits, page 73

11.      We note your revised disclosure in response to comment 13 that the
Sponsor has the
         authority to set or modify the cut-off time for purchase orders. We
reissue our prior
         comment in part. Please revise to disclose the circumstances pursuant
to which the
         Sponsor may set or modify the cut-off time for purchase orders.
Redemption Procedures, page 74

12.      We note your disclosure that the procedures by which an Authorized
Participant can
         redeem one or more Baskets mirror the procedures for the creation of
Baskets. Please
 Cynthia Lo Bessette
Fidelity Wise Origin Bitcoin Trust
January 5, 2024
Page 4
      expand to provide detailed disclosure regarding the cash redemption order
process and
      procedures.
Exhibits

13.   The legal opinion attached as Exhibit 5.1 relies on a legal opinion by
Richards, Layton
      & Finger, P.A. to the extent any of the opinions expressed therein relate
to matters arising
      under the laws of the State of Delaware. Please attach such legal opinion
to the extent one
      exists, or advise. Please also have counsel sign and date the opinion.
       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 Irene Paik at 202-551-6553 or Sandra Hunter Berkheimer at 202-551-3758
with any
other questions.



                                                            Sincerely,
FirstName LastNameCynthia Lo Bessette
                                                            Division of
Corporation Finance
Comapany NameFidelity Wise Origin Bitcoin Trust
                                                            Office of Crypto
Assets
January 5, 2024 Page 4
cc:       Morrison C. Warren
FirstName LastName