SecProbe.io

CORRESP
1
filename1.htm

  Richard
Coyle

Partner

  Chapman
and Cutler LLP

320
South Canal Street, 27th Floor

Chicago,
Illinois 60606

T
(312) 845-3724

rcoyle@chapman.com

January
9, 2024

Via
EDGAR Correspondence

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Bitwise
Bitcoin ETF

  File
No. 333-260235

Dear
Ms. Bednarowski, Ms. Berkheimer and Mr. Dobbie:

This
letter responds to your comments regarding the Amendment No. 4 to registration statement filed on Form S-1 for the Bitwise Bitcoin ETF
(the “Trust”) with the Staff of the Securities and Exchange Commission (the “Staff”) on January
8, 2024 (the “Registration Statement”). Capitalized terms used herein, but not otherwise defined, have the meanings
ascribed to them in the Registration Statement.

Comment
1 – General

In
order to meet your anticipated timing, please respond to these comments and amend your registration statement no later than 10:00 a.m.
(EST) on January 9, 2024.

Response
to Comment 1

The
Sponsor confirms it will file a correspondence in response to the Staff’s comments and amend its registration statement before
10:00 a.m. (EST) on January 9, 2024.

Comment
2 – General

Please
revise your disclosure to clarify whether and to what extent any of the Bitcoin Trading Counterparties are affiliated with or have any
material relationships with any of the Authorized Participants.

JANUARY
9, 2024

PAGE 2

Response
to Comment 2

Pursuant
to the Staff’s comment, the following disclosure has been added to the discussion relating to the entities that have been approved
by the Sponsor as Bitcoin Trading Counterparties:

JSCT,
LLC is an affiliate of Jane Street Capital, LLC, which is an Authorized Participant to the Trust.

Comment
3 – Risk Factors

Please
add risk factor disclosure addressing the risks related to your Authorized Participants acting in the same capacity for several competing
products.

Response
to Comment 3

Pursuant
to the Staff’s comment, the following disclosure has been added as a new risk factor under the section entitled “Risk Factors”:

The
Authorized Participants serve in such capacity for several competing exchange-traded bitcoin products, which could adversely affect the
market for the Shares.

Only
an Authorized Participant may engage in creation or redemption transactions directly with the Trust. Some or all of the Trust’s
Authorized Participants are expected to serve as authorized participants or market makers for one or more exchange-traded bitcoin products
that compete with the Trust.  This may make it more difficult to engage or retain Authorized Participants for the Trust.  Furthermore,
because there is no obligation on the part of the Authorized Participants to engage in creation and redemption or market making activities
with respect to the Trust’s Shares, decisions by the Authorized Participants to not engage with the Trust or its Shares may result
in a decline in the liquidity of the Shares and the price of the Shares may fluctuate independently of the price of Trust’s bitcoin
(i.e., at a greater premium or discount to the Trust’s NAV).

Comment
4 – Risks Factors

We
note your response to comment 3 of the Trust’s prior correspondence dated January 5, 2024, that the only crypto asset to be held
by the Trust will be bitcoin and 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. Please revise your disclosure to clarify that 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.

JANUARY
9, 2024

PAGE 3

Response
to Comment 4

Pursuant
to the Staff’s comment, the following disclosure has been added to the subsection entitled “Shareholders may not receive
the benefits of any forks or ‘airdrops’” of the section entitled “Risk Factors”:

Before
the Trust claims any Incidental Right(s) and/or IR Asset(s) resulting from a fork or airdrop in the Bitcoin network (other than bitcoin),
the Trust would need to seek and obtain certain regulatory approvals, including an amendment to the Trust’s registration statement
of which this prospectus is a part and approval of an application by the Exchange to amend its listing rules.

Comment
5 – The Trust’s Fees and Expenses

We
note your response to comment 17 of the Trust’s prior correspondence dated January 5, 2024, and re-issue in part. Please revise
to disclose:

 ● Whether
                                            the Trust’s intention is to generally fund the Trading Balance at the Prime Execution
                                            Agent with sufficient cash or bitcoin or whether the Trust regularly expects to utilize the
                                            Trade Financing Agreement; and

 ● In
                                            the case of interest payable on the Trade Credits that are the responsibility of the Trust,
                                            the impact such interest payments will have on the net assets of the Trust over time.

Response
to Comment 5

Pursuant
to the Staff’s comment, the following disclosure has been added to the subsection entitled “The Trade Credit Lender”
under the section entitled “The Prime Execution Agent and the Trade Credit Lender”:

The
Sponsor does not intend to fund the Trading Balance at the Prime Execution Agent with sufficient cash or bitcoin to pay fees and expenses
and instead intends to utilize the Trade Financing Agreement for such fees and expenses....

JANUARY
9, 2024

PAGE 4

Any
such interest payments borne by the Trust will have the effect of reducing the amount of bitcoin represented by a Share and the net asset
value of the Trust.

********

Please
call me at (312) 845-3724 if you have any questions or issues you would like to discuss regarding these matters.

  Sincerely yours,

  Chapman and Cutler
  llp

  By:
  /s/ Richard Coyle

  Richard Coyle

 cc: Katherine
Dowling, Esq., General Counsel of Bitwise Asset Management

James
Audette, Esq., Chapman and Cutler LLP