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United States securities and exchange commission logo
November 14, 2023
Hunter Horsley
Chief Executive Officer
Bitwise Bitcoin ETP Trust
c/o Bitwise Investment Advisers, LLC
400 Montgomery Street, Suite 600
San Francisco, CA 94104
Re:Bitwise Bitcoin ETP Trust
Amendment No. 1 to Registration Statement on Form S-1
Filed October 25, 2023
File No. 333-260235
Dear Hunter Horsley:
            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 September 29, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
General
1.To the extent that you intend to use a fact sheet, please provide us with a copy for our
review.
2.Please describe the AML, KYC and any other procedures conducted by the Trust or
Sponsor to determine, among other things, whether the counter-party in any transactions is
not a sanctioned entity.  To the extent that the Trust, Sponsor, Authorized Participant or
Custodian may not know a counter-party, please add risk factor disclosure regarding the
potential risk of transactions with a sanctioned entity and the impact if such a transaction
occurs.
3.Please revise your disclosure to provide consistent use of terminology throughout.  For

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example purposes only, if you intend for the following terms to have different meanings,
please revise to disclose or, to the extent you use the following terms interchangeably,
please revise to use one term: (i) "Constituent Platforms" and "Constituent Exchanges"
(ii) "CME CF Cryptocurrency Pricing Products Oversight Committee" and "CME
Oversight Committee" and (iii) "CME CF Reference Rate" and "BRRNY" and (iv)
"Sponsor's management fee" and "Sponsor's Fee."
Cover Page
4.Please revise your disclosure here to identify the initial Authorized Participant as an
underwriter, disclose the initial price per Share, and disclose the termination date of the
offering, if any.
Statement Regarding Forward-Looking Statements, page i
5.We note your disclosure that "[t]his prospectus contains 'forward-looking
statements' within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934 and within the Private Securities Litigation
Reform Act of 1995."  Section 27A(b)(2)(D) of the Securities Act and Section
21E(b)(2)(D) of the Exchange Act expressly state that the safe harbor for forward looking
statements does not apply to statements made in connection with an initial public
offering.  Please either remove any reference to the Private Securities Litigation Reform
Act or clarify that the safe harbor does not apply to this offering.
Prospectus Summary, page 1
6.Please revise to disclose whether the Trust is a passive or active investment vehicle and
that Shareholders do not have voting rights.
The Trust's Fees and Expenses, page 4
7.We note your disclosure that the "Sponsor's management fee is based on a percentage of
the adjusted NAV of the Trust" and that the Sponsor's Fee is paid in bitcoin.  Please
disclose how the value of the bitcoin for the Sponsor's Fee is determined, including how
the NAV of the Trust is adjusted.  In addition, please disclose whether the Trust is
responsible for paying any costs associated with the transfer of bitcoin to the Sponsor or
the sale of bitcoin for costs not included in the Sponsor's Fee.  Also disclose whether any
of the Trust's expenses payable by the Sponsor from the Sponsor's Fee are capped.
Custody of the Trust's Assets, page 5
8.Please revise your disclosure here to provide quantitative information regarding the
portion of the Trust'sprivate keys that are held in cold storage, and revise your disclosure
on page 59 to include a more detailed description of the Bitcoin Custodian's procedures
for holding the Trust's assets and private keys.  In this regard, we note your disclosure on
pages 5 and 59 that "[t]he Bitcoin Custodian will keep a substantial portion of the private

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Bitwise Bitcoin ETP Trust
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keys associated with the Trust’s bitcoin in “cold storage” or similarly secure technology
(the “Cold Vault Balance”), with any remainder of the Vault Balance held as a Hot Vault
Balance."  Please revise your disclosure on page 59 to describe the "similarly secure
technology."  In addition, we note that the Trust may receive cash or bitcoin from the
Authorized Participants and the Bitcoin Trading Counterparty in connection with
creations and will give the Authorized Participants and the Bitcoin Trading Counterparty
bitcoin or cash in connection with redemptions.  Please disclose on page 59 how and when
the Custodian is directed to transfer the bitcoin from the Cold Vault Balance to the Hot
Vault Balance or from the Hot Vault Balance to the Cold Vault Balance in connection
with (i) receiving bitcoin from the Authorized Participants, (ii) receiving bitcoin from the
Bitcoin Trading Counterparty, (iii) selling bitcoin to pay the Trust's expenses and
liabilities, (iv) transferring bitcoin to the Authorized Participants or the Bitcoin Trading
Counterparty and (v) paying the Sponsor's fee.
Principal Investment Risks of an Investment in the Trust, page 5
9.Please revise your disclosure to provide quantitative information that demonstrates the
volatility of the price of bitcoin.
10.Your disclosure on page 6 that "[a]ll creations and redemptions will take place in-kind" is
inconsistent with your disclosure on page 3 that "[a]n Authorized Participant will deliver,
or cause to be delivered, bitcoin or cash to the Trust in exchange for Shares when it
purchases Shares, and the Trust will deliver bitcoin or cash to an Authorized Participant,
or its designee, when it redeems Shares from the Trust."  Please revise for consistency, or
clarify what you mean.
11.Please revise here to briefly address the risks associated with the competition you will
face in launching and sustaining your product, 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.
Environmental concerns could slow or curtail the supply of bitcoin, page 12
12.Please briefly address the reasons why bitcoin mining may implicate different risks than
other crypto asset mining such as the differences in proof-of-work and proof-of-stake.  In
addition, please revise here to discuss in greater detail the regulations that states have
passed or are currently considering that impact crypto asset mining or include a cross-
reference.
The prevailing level of transaction fees, page 15
13.Please revise to provide quantitative information regarding the fluctuations of transaction
fees of the Bitcoin network.

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Risks Associated with the Market for Bitcoin
The venues through which bitcoin trades are relatively new, page 16
14.Please revise to divide this risk factor into separate risk factors with headings that describe
the specific risk highlighted.  In this regard, we note, for example, that this risk factor
currently addresses the risks related to the lack of regulation of crypto asset exchanges, the
risk of fraud and security breaches on crypto asset exchanges, the risk of business failures
of crypto asset exchanges, the risk of price manipulation, the risk of front-running and the
risk of wash-trading.
Risks Associated with the CME CF Bitcoin Reference Rate - New York Variant and CME Real
Time Price
The BRRNY and CME Real Time Price each have a limited history, page 18
15.Please revise to describe the BRRNY's and CME Real Time Price's limited history by
disclosing when each index was created.  In addition, please clarify here what you mean
by your disclosure that the Trust does not "transact in the Shares based on the BRRNY,"
as you note that the Trust utilizes the BRRNY for cash creations.
Risks Associated with Investing in the Trust
The NAV may not always correspond to the market price of bitcoin, page 20
16.We note your disclosure that the NAV of the Trust may not always correspond to the
Trust's bitcoin holdings.  Please expand to discuss whether or not slippage is more
pronounced in the trading of crypto assets as compared to other asset classes and bitcoin
as compared to other crypto assets, how the amount of slippage is calculated, if it can
constitute a material percentage, and whether or not you take any steps to limit its impact.
Investors may be adversely affected by the creation or redemption orders, page 21
17.Please expand this risk factor to provide a brief description of what is deemed as an
"emergency" such that the fulfillment of a creation or redemption is not reasonably
practicable.  In addition, revise your disclosure in the Suspension or Rejection
of Redemption Orders section that begins on page 67 to provide a more detailed
description of what is deemed as an "emergency" such that the fulfillment of a creation or
redemption is not reasonably practicable, and disclose the factors the Sponsor will
consider to determine whether the suspension of creations and redemptions or the
postponement of settlement dates are necessary for the protection of the Trust's
Shareholders.
Investors may be adversely affected by an overstatement or understatement of the NAV, page 22
18.On page 22, you disclose that "[i]n certain circumstances, the Trust's bitcoin investments
may be valued using techniques other than reliance on the price established by the
BRRNY."  Please expand this risk factor to briefly discuss when the value of the Trust's

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bitcoins will be determined using techniques other than reliance on the price established
by the BRRNY.  In addition, revise your disclosure in the Trust and Bitcoin Prices section
that begins on page 44 to provide a more detailed discussion of the circumstances in
which the Trust's bitcoin investments may be valued using techniques other than reliance
on the price established by the BRRNY, and disclose which of the Trust's service
providers may make this determination.
The development and commercialization of the Trust is subject to competitive pressures, page 24
19.We note your disclosure on page 24 that, if the Sponsor is unable to generate "meaningful
revenues from the Trust," it could cause the Sponsor to dissolve and terminate the Trust.
Please revise to quantify or otherwise describe what "meaningful revenues" means.
Similarly, we note your disclosure on page 30 that "there can be no assurance that the
Trust will grow to or maintain an economically viable size, in which case the Sponsor
may elect to terminate the Trust, which could result in the liquidation of the Trust’s
bitcoin at a time that is disadvantageous to an investor in the Shares."  Please revise to
quantify or otherwise describe what "an economically viable size" means.
Tax Risk
The IRS may disagree with or seek to challenge, page 29
20.We note your disclosure that the Sponsor has "delivered the Prospective Abandonment
Notices to the Custodian stating that the Trust is irrevocably abandoning, effective
immediately prior to settlement of any creation order for the purchase of new Shares or
redemption order for the redemption of existing Shares, all Incidental Rights or IR Assets
to which it would otherwise be entitled as of such time and with respect to which it has
not taken any Affirmative Action at or prior to such time" and that "the Trust has also
abandoned Incidental Rights and IR Assets through Affirmative Actions."  Please provide
a definition for the term "Affirmative Actions" here.  In addition, please revise
your disclosure in the Incidental Rights and IR Assets section on page 53 to disclose if
and, if so, how the Sponsor will notify Shareholders if it changes its position of
abandoning all Incidental Rights and IR Assets.
Other Risks
Shareholders' limited rights of legal recourse against the Trust, page 34
21.Please expand this risk factor to discuss the insurance policy held by the Bitcoin
Custodian so that investors understand the amount to which the insurance policy covers
or does not cover the Trust's bitcoin held by the Bitcoin Custodian.
The Trust and Bitcoin Prices
The CME CF Bitcoin Reference Rate - New York Variant, page 44
22.We note your disclosure on page 45 that "[t]he Sponsor, in its sole discretion, may
cause the Trust to price its portfolio based upon an index or standard other than the

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BRRNY at any time, with prior notice to the Shareholders, if investment conditions
change or the Sponsor believes that another index or standard better reflects the price of
bitcoin."  Please revise to disclose the criteria the Sponsor will use to determine that
another index or standard better aligns with the Trust's investment objective and strategy.
In addition, please disclose how and when the Shareholders will be notified that the
Sponsor has caused the Trust to price its portfolio based on an index or standard other
than the BRRNY.
23.Please include a brief description of each of the Constituent Exchanges, including where
they are located and how they are licensed and regulated.
Contingency Calculation Measures, page 46
24.Please revise your list of contingency provisions on page 46 to clarify the difference
between each situation.  For example, if a Relevant Transaction is not available, it is
disregarded in the calculation, but, if one or more Relevant Transactions occur but cannot
be retrieved, the Constituent Platform is disregarded in the calculation.  Clarify the
difference between a situation in which the Relevant Transaction is disregarded and a
situation in which the Constituent Platform is disregarded.  In addition, please provide a
definition here for the "Calculation Agent."
Delayed Calculation & Publication, page 47
25.We note your disclosure on page 47 that "[s]hould the Administrator not be able to
calculate and publish the BRRNY by 23:59:59 London time on that Calculation Day then
the Calculation Failure provisions shall come into effect."  Please revise to disclose the
New York time at 23:59:59 London time.  In addition, please revise this sentence and
throughout to clarify whether by "Administrator" you are referring to the BRR
Administrator or to the Trust's Administrator.
Calculation of NAV, page 51
26.We note your response to prior comment 7.  Please address the following with respect to
your application of ASC Topic 820:
•Provide us with your accounting policy for determining the fair value of bitcoin in
accordance with ASC Topic 820.
•As the trust is expected to primarily transact with the bitcoin markets through the
Authorized Participant, confirm for us that your determination of the principal market
will be from th