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United States securities and exchange commission logo
September 29, 2023
Hunter Horsley
Chief Executive Officer
Bitwise Bitcoin ETP Trust
c/o Bitwise Investment Advisers, LLC
300 Brannan Street, Suite 201
San Francisco, CA 94107
Re:Bitwise Bitcoin ETP Trust
Registration Statement on Form S-1
Filed October 14, 2021
File No. 333-260235
Dear Hunter Horsley:
            We have reviewed your 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.
Registration Statement on Form S-1
General
1.Based on our preliminary review of your registration statement, we have the following
initial set of comments.  Once you have amended your registration statement and
responded to each of these comments, we will provide you with more detailed comments
relating to your registration statement, as appropriate.
2.We note that your registration statement includes a number of blanks or omitted
information, including, for example, the identification of the initial Authorized
Participant, the Bitcoin Custodian and the Marketing Agent, disclosure regarding the
terms of your material contracts and the exhibits containing the material contracts.  Please

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revise to include this information in your next amendment, or tell us when you intend to
do so.  Please also confirm your understanding that the staff will need sufficient time to
review this information, and we may have additional comments at that time.
3.We refer you to our December 2022 Sample Letter to Companies Regarding Recent
Developments in Crypto Asset Markets, located on our website at the following address:
https://www.sec.gov/corpfin/sample-letter-companies-regarding-crypto-asset-markets.
Please consider the issues identified in the sample letter as applicable to your facts and
circumstances, and revise your disclosure accordingly.
Risk Factors, page 9
4.Provide a materially complete description of the risks related to bitcoin and the bitcoin
network, including, for example, the risks presented by the existence of bitcoin “whales”
and the concentration in bitcoin ownership. Please also discuss in your risk factors the
extent to which material aspects of the business and operations of bitcoin trading
platforms are not regulated, including, for example, the risks of fraud, manipulation,
wash-trading and front-running.
The Trust and the Bitcoin Prices, page 40
5.Please revise your disclosure to address the competition you will face in launching and
sustaining your product.  Please also revise your risk factors to address the risks associated
with this competition, including the risk that your timing in reaching the market and your
fee structure relative to other bitcoin ETPs could have a detrimental effect on the scale and
sustainability of your product.
The CME US Reference Rate, page 40
6.Please revise your disclosure to provide a materially complete description of the reference
rate methodology.  Please also address the following in your disclosure regarding the
reference rate:
•Include a table with market share and volume information for each constituent
trading platform used to calculate the CME US Reference Rate;
•Explain how the identified trading platforms are selected and describe how the CME
US Reference Rate is calculated by providing an example of the calculation;
•Disclose the extent to which the Sponsor has discretion to select a different reference
rate; and
•Disclose whether the Sponsor will notify investors of changes to the constituent
trading platforms used to calculate the reference rate, and, if so, how the Sponsor will
notify the investor of such changes.
Calculation of NAV, page 43
7.Please include a materially complete description of the methodology to be used to
calculate NAV and disclose how you will value your bitcoin holdings for GAAP

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purposes.  Please also tell us how you intend to develop accounting and valuation policies
to address significant events related to crypto assets.  For example, explain to us how your
valuation policies will address the potential for a blockchain for a crypto asset to diverge
into different paths (i.e., a “fork”) and airdrops.
Custody of the Trust's Assets, page 51
8.Please revise to provide a materially complete discussion of your bitcoin custody
arrangements.  For example, please consider addressing the following:
•Describe the material terms of your agreement with the Bitcoin Custodian;
•Describe how the custodian will store the private keys, including whether they will be
commingled with assets of other customers and the geographic location where they
will be stored;
•Identify who will have access to the private key information and disclose whether any
entity will be responsible for verifying the existence of the bitcoins; and
•Disclose whether and to what extent the custodian carries insurance for any losses of
the bitcoin that it custodies for you.
Plan of Distribution
Creation and Redemption of Shares, page 53
9.Please include a materially complete discussion of the creation and redemption process.
As appropriate, please also address the following:
•Discuss the potential impact on the arbitrage mechanism of the price volatility,
trading volume, price differentials across bitcoin trading platforms, and the closing of
bitcoin trading platforms due to fraud, failures, security breaches or otherwise; and
•Describe the mechanics of how the creation and redemption process will work
between the Trust, the Authorized Participants and the Custodian, including a
discussion of whether and to what extent transactions between the Authorized
Participants and the custodian will be settled on-chain or off-chain, and any risks
associated with the settlement process.
10.Please discuss whether and to what extent the size of your creation and redemption
baskets could have an impact on the arbitrage mechanism in light of the market for
bitcoin.
Conflicts of Interest, page 58
11.Please revise to disclose all existing and potential conflicts of interest between your
Sponsor and its affiliates and the Trust.  Please also clarify whether the Sponsor or any
insiders have bitcoin or bitcoin-related exposure that could create conflicts of interest and
disclose whether you have a code of conduct or other requirements for pre-clearance of
bitcoin-related transactions that apply to your employees, the Sponsor, or any of its
affiliates.

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Bitwise Bitcoin ETP Trust
September 29, 2023
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Experts, page 65
12.Please revise to include this information in your next amendment, or tell us when you
intend to do so.
Financial Statements, page 75
13.We note your disclosure that your audited financial statements will be provided by
amendment.  Please confirm you will file these audited financial statements in a pre-
effective amendment as soon as they are available in order to allow the staff sufficient
time to complete its review.  Please also confirm your understanding that the staff will
need sufficient time to review the audited financial statements and related information,
and we may have additional comments at that time.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may 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 Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets