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United States securities and exchange commission logo
November 17, 2023
Jan F. van Eck
President and Chief Executive Officer
VanEck Bitcoin Trust
c/o VanEck Digital Assets, LLC
666 Third Avenue, 9th Floor
New York, New York 10017
Re:VanEck Bitcoin Trust
Amendment No. 4 to Registration Statement on Form S-1
Filed October 27, 2023
File No. 333-251808
Dear Jan F. van Eck:
            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. 4 to Registration Statement on Form S-1
General
1.To the extent that you intend to use a fact sheet, please provide us a copy for our review.
Cover Page
2.Please revise your disclosure here to identify the initial Authorized Purchaser as an
underwriter, and disclose the initial price per Share.
3.Please define the term “Seed Creation Basket.”

 FirstName LastNameJan F. van Eck
 Comapany NameVanEck Bitcoin Trust
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 FirstName LastName
Jan F. van Eck
VanEck Bitcoin Trust
November 17, 2023
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Prospectus Summary
Bitcoin and the Bitcoin Network, page 2
4.Please provide support for your claims relating to the growth of “significant trading
volume in [bitcoin] futures contracts,” “the development of a robust bitcoin lending
market,” “significant expansion in the availability of institutional-quality custody services
from regulated third-party custodians,” and “increasing prevalence of significant
insurance on custodied assets held at third-party custodians.”
Risk Factors
Risks Associated with Bitcoin And The Bitcoin Network
Due To The Unregulated Nature And Lack Of Transparency, page 20
5.We note your response to prior comment 5. Please revise to divide this risk factor into
separate risk factors with headings or subheadings that describe the specific risk
highlighted. In this regard, we note, for example, that this risk factor currently addresses
the regulatory requirements for digital asset exchanges, the risk of manipulative or
fraudulent practices, and the lack of certain safeguards at many bitcoin trading venues. In
this new risk factor, 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, and discuss in greater detail the regulations that states and foreign jurisdictions have
passed or are currently considering that impact crypto asset mining. In addition, please
add separate risk factors that highlight the risks related to manipulation, front-running and
wash trading. In this regard, we note your disclosure identifies many of these risks in a
single risk factor but does not discuss them in detail and does not highlight these risks in
the heading.
Operational Cost May Exceed The Award, page 25
6.Please expand your disclosure to discuss halving, the maximum number of bitcoins that
may be released into circulation, and the number of bitcoins currently in circulation.
Risks Associated with the MarketVector Bitcoin Benchmark Rate
Possible Illiquid Markets May Exacerbate Losses, page 31
7.Please revise your risk factor disclosure to specify the risk to the Trust’s ability to meet in-
cash creation and redemption orders given the potential illiquidity and volatility of bitcoin.
Regulatory Risk
Anonymity, Sanctions, And Illicit Financing Risk, page 38
8.Please describe the AML, KYC and any other procedures conducted by the Trust, the
Sponsor, the Authorized Participants, the prime broker and the Cash Custodian to
determine, among other things, whether the counterparty in any such transactions is not a
sanctioned entity. To the extent that the Trust, Sponsor, Authorized Participant, prime

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broker, Bitcoin Custodian or Cash Custodian may not know a counterparty, please
enhance your risk factor disclosure regarding the potential risk of transactions with a
sanctioned entity and the impact if such a transaction occurs.
Trading On Bitcoin Exchanges Outside The United States, page 39
9.We note your disclosure that "[b]arring cash creations and redemptions, payment of
certain expenses, a liquidation of the Trust or extraordinary circumstances, the Trust does
not purchase or sell bitcoin." Please revise to clarify what you mean by "extraordinary
circumstances" by providing examples of such circumstances.
Other Risks
Shareholders May Be Adversely Affected By Creation Or Redemption Orders, page 47
10.Please expand this risk factor to describe what is deemed as an "emergency" such that the
fulfillment of a purchase order or the redemption distribution is not reasonably
practicable, and disclose the factors the Sponsor will consider to determine whether the
suspension of creation and redemptions or the postponement of settlement dates are
necessary for the protection of the Shareholders of the Trust.
Shareholders May Be Adversely Affected By An Overstatement, page 47
11.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
MarketVectorTM Bitcoin Benchmark Rate.” Please revise to describe the circumstances
where the Trust’s bitcoin investments may be valued using techniques other than reliance
on the price established by the index, and which of the Trust’s service providers may
make this determination.
Bitcoin, Bitcoin Market, Bitcoin Exchanges and Regulation of Bitcoin
Bitcoin Protocol Development and Modifications, page 50
12.Please revise to provide an example of the impact that hard forks have had on crypto
assets, including quantitative information regarding the price of the impacted crypto asset
immediately before and after the fork.
13.Please revise to disclose the mechanics, in the event of a fork that results in the issuance
of new cryptocurrency that the Trust may receive, of how the Sponsor will arrange to sell
the new cryptocurrency, including whether the Sponsor will use a third party or affiliate to
assist in the sale of such cryptocurrency, and if so, disclose any risks or conflicts of
interests that may exist in connection with how the Sponsor arranges for the sale of such
cryptocurrency. Please also revise to disclose how you will inform investors of any
changes in the Trust’s procedures to address situations involving a fork that results in the
issuance of new cryptocurrency that the Trust may receive.

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 November 17, 2023 Page 4
 FirstName LastName
Jan F. van Eck
VanEck Bitcoin Trust
November 17, 2023
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The Trust and Bitcoin Prices
Bitcoin Value, page 55
14.We note your response to prior comment 6 and re-issue in part. Please update the table to
include market share information for each constituent exchange comprising the
MarketVectorTM Bitcoin Benchmark Rate. Please also revise to include a brief description
of each constituent exchange, including where they are located and how they are licensed
or regulated.
15.Please revise to provide quantitative information that demonstrates the volatility of the
price of bitcoin.
Description of the MarketVector Bitcoin Benchmark Rate Construction and Maintenance, page
56
16.To the extent material to understanding the performance of the MarketVectorTM Bitcoin
Benchmark Rate, please include a chart comparing the historical index to the prices on
each of the bitcoin exchanges included in the index. In addition, please disclose the extent
to which any bitcoin exchanges have previously been removed from the
MarketVectorTM Bitcoin Benchmark Rate by the index provider and the reasons thereof.
17.We note your disclosure on page 29 that the Sponsor has the sole discretion and exclusive
authority to select, remove, change, or replace the pricing or valuation methodology or
policies used to value the Trust’s assets and determine NAV and NAV per Share, and the
right to change the pricing source used to determine NAV and NAV per Share from the
MarketVectorTM Bitcoin Benchmark Rate to a different source or index. We also note
your disclosure on page 58 that the Sponsor holds full discretion, without requiring
Shareholder approval, to change either the index used for calculating NAV or the index
provider subject to proper notification to shareholders. Please revise to disclose how the
Sponsor will notify investors of such changes.
18.Please provide a sample calculation or other similar disclosure to explain the methodology
in greater detail, including how the equal-weighted average of the volume-weighted
median price is calculated.
Net Asset Value Determinations
Calculation of NAV and NAV per Share, page 58
19.You state that the “pause between 4:00 p.m. Eastern time and 5:30 p.m. Eastern time (or
later) provides an opportunity to algorithmically detect, flag, investigate, and correct
unusual pricing should it occur,” and the “Sponsor will monitor for significant events
related to crypto assets that may impact the value of bitcoin and will determine in good
faith, and in accordance with its valuation policies and procedures, whether to fair value
the Trust’s bitcoin on a given day based on whether certain pre-determined criteria have
been met.” Please describe in greater detail the valuation policies and procedures and pre-

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determined criteria the Sponsor will use to make such determinations. Please revise to
clarify who can correct the price, and how any such correction would impact the index
price and/or NAV.
20.We note your disclosure that the intraday indicative value is calculated by using the prior
day’s closing NAV per Share of the Trust as a base and updating that value throughout the
trading day to reflect changes in the price of bitcoin. Please revise to clarify how the
intraday indicative value is calculated and how it is updated throughout the day.
Additional Information About the Trust
The Trust, page 61
21.We note your statement here that there can be no assurance that the Trust will grow to or
maintain an “economically viable size,” and your disclosure on page 45 that “[i]f the Trust
does not attract sufficient assets to remain open, then the Trust could be terminated and
liquidated at the direction of the Sponsor.” Please revise to quantify or otherwise describe
what “economically viable size” and “sufficient assets to remain open” mean, and any
consequences from not achieving an “economically viable size.”
The Trust's Fees and Expenses, page 61
22.We note your disclosure that the Sponsor has agreed to pay all ordinary operating
expenses (except for litigation expenses and other extraordinary expenses) out of the
Sponsor Fee. Please revise to clarify what you mean by "other extraordinary expenses" by
providing examples of such expenses, and disclose whether any of the Trust's expenses
payable by the Sponsor from the Sponsor Fee are capped.
23.We note your disclosure that “[t]he Administrator will make its determination regarding
the Sponsor Fee in respect of each day by reference to the Trust’s NAV as of that day,”
and “the amount of bitcoin to be sold may vary from time to time depending on the level
of the Trust’s expenses and liabilities and the market price of bitcoin.” Please revise to
disclose how you calculate the “market price of bitcoin.”
24.We note that the Sponsor Fee will accrue and be payable in U.S. dollars, and that the
Sponsor from time to time will sell bitcoin, which may be facilitated by the Bitcoin
Custodian, in such quantity as is necessary to permit payment of the Sponsor Fee and
Trust expenses and liabilities not assumed by the Sponsor. Please expand this section to
describe:
•The mechanics of how the Trust’s bitcoins will be exchanged for U.S. dollars to pay
the Sponsor Fee and the Trust’s expenses and liabilities, including whether the
Bitcoin Custodian will use a third party or affiliate to assist in the sale of the Trust’s
bitcoins, and if so, disclose any risks or conflicts of interests that may exist in
connection with how the Bitcoin Custodian arranges for the sale of the Trust’s
bitcoins.
•Whether the Trust is responsible for paying any costs associated with the transfer of
bitcoins to the Sponsor or the sale of the bitcoins, or if these expenses are included in

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November 17, 2023
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the Sponsor Fee.
Termination of the Trust, page 61
25.Please clarify whether Shareholders will be entitled to cash or bitcoins upon the
termination of the Trust. In addition, if Shareholders will be entitled to cash, please
explain how the Trust's bitcoins will be sold in connection with the termination of the
Trust.
The Trust's Service Providers, page 64
26.Please provide a separately captioned section to describe and identify the prime broker,
including without limitation any affiliation and relationship with the other transaction
parties, the material provisions of any material agreement between any transaction party
and the prime broker, the prime broker’s experience and operating history, the prime
broker's policies and procedures with respect to any assets held by it on behalf of the
Trust, how the prime broker will be compensated, who will be responsible for any fees
associated with bitcoin transactions between the Authorized Participants, Bitcoin
Custodian and prime broker, and any potential or existing conflicts of interest involving
the prime broker.
The Sponsor, page 64
27.Please discuss in greater detail the Sponsor's experience sponsoring exchange-traded
funds and specifically its experience related to crypto asset markets.
The Bitcoin Custodian, page 65
28.Please discuss in greater detail the experience and qualifications of Gemini Trust
Company, LLC with respect to acting as Bitcoin Custodian. Please also add a risk factor
describing the risks arising from the Bitcoin Custodian’s level of experience and operating
history.
29.We note your disclosure that the Bitcoin Custodian will not withdraw the Trust’s bitcoin
from the Trust’s account with the Bitcoin Custodian, or loan, hypothecate, pledge or
otherwise encumber the Trust’s bitcoin, without the Trust’s instruction. We also note your
statement on page 72 that bitcoin held in the Trust’s Bitcoin Custodian account is the
property of the Trust and is not traded, leased, or loaned under any circumstances. Please
reconcile or clarify under what circumstances the Trust will instruct the Bitcoin Custodian
to loan, hypothecate, pledge or otherwise encumber the Trust’s bitcoin, including in
connection with paying the Sponsor Fee or the Trust's expenses and liabilities. Please also
revise to confirm, if true, that in addition to the Bitcoin Custodian, none of the Trust,
Sponsor, prime broker or any other entity is permitted to loan, pledge or rehypothecate
any of the Trust’s assets.

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 Comapany NameVanEck Bitcoin Trust
 November 17, 2023 Page 7
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Jan F. van Eck
VanEck Bitcoin Trust
November 17, 2023
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Custody of the Trust's Assets, page 66
30.We note your response to prior comment 8. Please expand your discl