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        CLIFFORD CHANCE US LLP

        31 WEST 52ND
        STREET

        NEW YORK, NY 10019-6131

        TEL +1 212 878 8000

        FAX +1 212 878 8375

        www.cliffordchance.com

December 8,
2023

VIA EDGAR

Ms. Sandra Hunter Berkheimer, Esq.

Ms. Lulu Cheng, Esq.

Office of Crypto Assets

United States
Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: VanEck Bitcoin Trust

Amendment No. 4 to Registration Statement on Form S-1

Filed October 27, 2023

File No. 333-251808

Dear Mses. Cheng and Berkheimer:

On behalf of our client,
VanEck Bitcoin Trust (the “Trust”), set forth below is the Trust’s response to the comments received from the staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) by letter dated November 17, 2023 (the “Comment
Letter”) in connection with the Trust’s Pre-Effective Amendment No. 4 to Registration Statement on Form S-1 (the “Registration
Statement”), which was filed with the SEC on October 27, 2023. Concurrently with the filing of this response letter, the Trust
is filing Pre-Effective Amendment No. 5 to the Registration Statement (the “Amended Registration Statement”). Where noted
in the responses below, the Amended Registration Statement has been updated in response to the Staff’s comments. Defined
terms used herein but not otherwise defined have the meanings ascribed to them in the Amended Registration Statement. The Trust’s
responses are set out in the order in which the comments were set out in the Comment Letter and are numbered accordingly.

All page references in the
responses below are to the pages of the Amended Registration Statement, unless otherwise specified.

Amendment No. 4 to Form S-1 filed
October 27, 2023

General

1. To the extent that you intend to use a fact sheet, please provide us
a copy for our review.

In response to the Staff’s
comment, please find the proposed fact sheet attached hereto as Exhibit A. The attached is an example of the fact sheet content
in draft form

  CLIFFORD CHANCE US LLP

Ms. Sandra Hunter Berkheimer, Esq.

Ms. Lulu Cheng, Esq.

United States Securities and Exchange Commission

December 8, 2023

Page 2

which omits certain performance
and other information that is not yet available as the Trust has not yet commenced operations.

Cover Page

2. Please revise your disclosure here to identify the initial Authorized
Purchaser as an underwriter, and disclose the initial price per Share.

In response to the Staff’s comment,
the Trust has revised the disclosure on the cover page of the prospectus accordingly.

3. Please define the term “Seed Creation Basket.”

In response to the Staff’s comment,
the Trust has revised the disclosure on the cover page of the prospectus to define the term “Seed Creation Baskets.”

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.”

In response to the Staff’s comment,
the Trust has revised the disclosure on page 2 of the prospectus to provide support for certain disclosure accordingly.

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

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  CLIFFORD CHANCE US LLP

Ms. Sandra Hunter Berkheimer, Esq.

Ms. Lulu Cheng, Esq.

United States Securities and Exchange Commission

December 8, 2023

Page 3

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.

In response to the Staff’s comment,
the Trust has revised the disclosure on page 19-20 of the prospectus to discuss the risks associated with digital asset exchanges
including manipulative and fraudulent practices, and the lack of certain safeguards, on page 20-21 to introduce separate risk
factor subheadings highlighting the risks related to manipulation, front-running and wash trading, and on page 17 to address
how bitcoin mining implicates different risks than other crypto asset mining and to expand on the regulations that states and foreign
jurisdictions have passed or are considering that impact crypto asset mining.

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.

In response to the Staff’s comment,
the Trust has revised the disclosure on page 15 of the prospectus 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.

In response to the Staff’s comment,
the Trust has revised the risk factor disclosure on page 27 of the prospectus accordingly.

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 broker, Bitcoin Custodian or Cash Custodian may not know a
counterparty,

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  CLIFFORD CHANCE US LLP

Ms. Sandra Hunter Berkheimer, Esq.

Ms. Lulu Cheng, Esq.

United States Securities and Exchange Commission

December 8, 2023

Page 4

please
enhance your risk factor disclosure regarding the potential risk of transactions with a sanctioned entity and the impact if such
a transaction occurs.

In response to the Staff’s comment,
the Trust has revised the disclosure on page 37-38 of the prospectus to describe the AML, KYC and other procedures conducted by
the Trust, the Sponsor, Authorized Participants and the Bitcoin Custodian accordingly.

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.

In response to the Staff’s comment,
the Trust has revised the disclosure on page 38 of the prospectus to clarify the meaning of “extraordinary 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.

In response to the Staff’s comment,
the Trust has revised the disclosure on page 45 of the prospectus accordingly.

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 MarketVector 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.

In response to the Staff’s comment,
the Trust has revised the disclosure on page 46 of the prospectus 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 that such determination will be made
by the Sponsor.

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  CLIFFORD CHANCE US LLP

Ms. Sandra Hunter Berkheimer, Esq.

Ms. Lulu Cheng, Esq.

United States Securities and Exchange Commission

December 8, 2023

Page 5

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.

In response to the Staff’s comment,
the Trust has revised the disclosure on page 49 of the prospectus to provide an example of the impact that hard forks have had
on crypto assets.

 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.

In response to the Staff’s comment,
the Trust has revised the disclosure on page 49 of the prospectus accordingly.

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.

In response to the Staff’s comment,
the Trust has revised the disclosure on pages 53 and 54 of the prospectus to update the table to include market share information
for each constituent exchange comprising the MarketVectorTM
Bitcoin Benchmark Rate and a brief description of each constituent exchange, respectively.

 15. Please revise to provide quantitative information that demonstrates
the volatility of the price of bitcoin.

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  CLIFFORD CHANCE US LLP

Ms. Sandra Hunter Berkheimer, Esq.

Ms. Lulu Cheng, Esq.

United States Securities and Exchange Commission

December 8, 2023

Page 6

In response to the Staff’s comment,
the Trust has revised the disclosure on page 53 of the prospectus 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.

The Trust
does not believe a chart comparing the historical index performance to the prices on each of the bitcoin exchanges included in
the index is material to understanding the performance of the MarketVector Bitcoin Benchmark Rate. In response to the second part
of the Staff’s comment, the Trust has revised the disclosure on page 55 of the prospectus accordingly.

 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.

In response to the Staff’s comment,
the Trust has revised the disclosure on page 57 of the prospectus to disclose how the Sponsor will notify investors of certain
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.

In response to the Staff’s comment,
the Trust has revised the disclosure on page 57 of the prospectus accordingly.

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  CLIFFORD CHANCE US LLP

Ms. Sandra Hunter Berkheimer, Esq.

Ms. Lulu Cheng, Esq.

United States Securities and Exchange Commission

December 8, 2023

Page 7

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-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.

In response to the Staff’s comment,
the Trust has revised the disclosure on page 57-58 of the prospectus to describe in greater detail the valuation policies and
procedures and pre-determined criteria the Sponsor will use and to clarify who can correct the price and the potential impact of
such correction.

 20. We note your disclosure that the intraday indicative