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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 29, 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. 5 to Registration Statement on Form S-1

Filed December 8, 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 December 20,
2023 (the “Comment Letter”) in connection with the Trust’s Pre-Effective Amendment No. 5 to Registration Statement
on Form S-1 (the “Registration Statement”), which was filed with the SEC on December 8, 2023. Concurrently with the
filing of this response letter, the Trust is filing Pre-Effective Amendment No. 6 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. 5 to Form S-1
filed December 8, 2023

General

 1. Please revise the “Fund Description” section of the Fact
Sheet to clarify that the Trust is a passive investment vehicle that does not seek to generate returns beyond tracking the price
of bitcoin.

        CLIFFORD CHANCE US LLP

Ms. Sandra Hunter Berkheimer, Esq.

Ms. Lulu Cheng, Esq.

United States Securities and Exchange Commission

December 29, 2023

Page 2

In response to the Staff’s
comment, the Trust has revised the Fact Sheet, attached hereto as Exhibit A, to clarify that the Trust is a passive investment
vehicle that does not seek to generate returns beyond tracking the price of bitcoin.

Cover Page

 2. We note your response to prior comment 2, but did not find responsive
revised disclosure. Please revise your disclosure to identify the initial Authorized Participant as an underwriter, and disclose
the initial price per Share.

In response to the Staff’s
comment, the Trust has identified the Seed Capital Investor in the Amended Registration Statement and as indicated in the prospectus,
the Seed Capital Investor will be acting as a statutory underwriter in connection with its initial purchase. Additionally, the
Trust supplementally advises the Staff that the Trust will name the Authorized Participants known as of the effectiveness and the
initial price per Share in a subsequent amendment to the Registration Statement.

Prospectus Summary, page 1

 3. Please revise your Prospectus Summary to disclose, if true, that: The
Trust is a passive investment vehicle that does not seek to generate returns beyond tracking the price of bitcoin; The Trust, the
Sponsor and the service providers will not loan or pledge the Trust’s assets, nor will the Trust’s assets serve as
collateral for any loan or similar arrangement; and The Trust will not utilize leverage, derivatives or any similar arrangements
in seeking to meet its investment objective.

In response to the Staff’s
comment, the Trust has revised the disclosure on pages 1, 3 and 57 of the prospectus accordingly.

Bitcoin and the Bitcoin Network,
page 2

 4. We note your response to prior comment 4 and re-issue in part. Please
provide support for your citation to the volume and dollar amount of Bitcoin Futures contracts that were traded, the Office of
the Comptroller of the Currency’s confirmation that national banks may provide custody services for bitcoin and other virtual
currencies, and your statement of “the advent 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.

    - 2 -

        CLIFFORD CHANCE US LLP

Ms. Sandra Hunter Berkheimer, Esq.

Ms. Lulu Cheng, Esq.

United States Securities and Exchange Commission

December 29, 2023

Page 3

The Trust’s Service Providers

The Bitcoin Custodian, page 5

 5. We note that the Sponsor may, in its sole discretion, add or terminate
other bitcoin custodians, or change the custodian for the Trust’s bitcoin holdings, but it will have no obligation to do
so or to seek any particular terms for the Trust from other such custodians. Please revise to clarify how and when the Sponsor
will notify investors of any such decisions.

In response
to the Staff’s comment, the Trust has revised the disclosure on pages 6 and 79 of the prospectus to clarify how and when
the Sponsor will notify investors of any decisions to add or terminate bitcoin custodians, or change the custodian for the Trust’s
bitcoin holdings.

Risk Factors, page 9

 6. Please revise your disclosure to address the risks related to the Bitcoin
Custodian, Cash Custodian and the Liquidity Providers acting in the same capacities for competing products, as applicable.

In response to the Staff’s
comment, the Trust has revised the disclosure on page 38  of the prospectus to address the risks related to the Bitcoin Custodian,
Cash Custodian and the Liquidity Providers.

 7. Please include risk factor disclosure to discuss the impact of the use
of cash creations and redemptions on the efficiency of the arbitrage mechanism and how this compares to the use of in-kind creations
and redemptions.

In response
to the Staff’s comment, the Trust has revised the disclosure on page 29  of the prospectus to discuss the impact of the
use of cash creations and redemptions on the efficiency of the arbitrage mechanism and how this compares to the use of in-kind
creations and redemptions.

Risks Associated with Investing in
the Trust

If The Custody Agreement Is Terminated,
page 29

 8. Please revise to enhance this risk factor to address the risks associated
with having to replace Gemini Clearing or the Liquidity Providers, including the risks associated with the insolvency, business
failure or interruption, default, failure to perform,

    - 3 -

        CLIFFORD CHANCE US LLP

Ms. Sandra Hunter Berkheimer, Esq.

Ms. Lulu Cheng, Esq.

United States Securities and Exchange Commission

December 29, 2023

Page 4

security
breach, or other problems affecting Gemini Clearing or the Liquidity Providers.

In response
to the Staff’s comment, the Trust has revised the disclosure on pages 33-34 of the prospectus to expand on the risk associated
with having to replace Gemini Clearing or the Liquidity Providers, including the risks associated with insolvency, business failure
or interruption, default, failure to perform, security breach, or other problems affecting Gemini Clearing or the Liquidity Providers.

Bitcoin, Bitcoin Market, Bitcoin
Exchanges and Regulation of Bitcoin, page 48

 9. Please revise your disclosure to clarify whether there is any circumstance
under which the Trust would retain or hold any incidental rights. In addition, please revise to disclose whether there would be
any difference in how the Trust handles incidental rights via fork as compared to airdrops.

In response to the Staff’s
comment, the Trust has revised the disclosure on pages 15 and 53 of the prospectus to further discuss circumstances under which
the Trust would retain or hold incidental rights and whether there would be differences in how the trust handles incidental rights
in relation to forks versus airdrops.

Net Asset Value Determinations

Calculation of NAV and NAV per Share,
page 57

 10. We note your response to prior comment 18 and re-issue. Please revise
your disclosure to provide a sample calculation or other similar disclosure to explain 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 pages 62-65 of the prospectus to explain how the “equal-
weighted average” of the “volume-weighted median price” is calculated.

 11. Please revise to disclose the frequency and intervals at which the IIV
is updated throughout the trading day and where the calculation is published.

In response to the Staff’s
comment, the Trust has revised the disclosure on page 66 of the prospectus accordingly.

Additional Information About the
Trust

The Trust’s Fees and Expenses,
page 61

    - 4 -

        CLIFFORD CHANCE US LLP

Ms. Sandra Hunter Berkheimer, Esq.

Ms. Lulu Cheng, Esq.

United States Securities and Exchange Commission

December 29, 2023

Page 5

 12. We note your responses to prior comments 23 and 24 and re-issue in part.
We note that the Sponsor Fee will accrue in U.S. dollars daily and be payable in U.S. dollars or bitcoin monthly in arrears (emphasis
added). We also note that the Sponsor from time to time will sell bitcoin, which may be facilitated by the Bitcoin Custodian, in
such quantities as may be necessary to permit the payment of Trust expenses and liabilities not assumed by the Sponsor, 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 describe: The mechanics of how the Trust’s bitcoins will be exchanged for U.S.
dollars to pay 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; and How you calculate the market
price of bitcoin for the payment of Trust expenses and liabilities.

In response
to the Staff’s comment, the Trust has revised the disclosure on pages 6-7 and 69-70 of the prospectus accordingly.

The Trust’s Service Providers

The Bitcoin Custodian’s Role
in the Clearing Agreement, page 71

 13. We note your response to prior comment 26 and re-issue in part. Please
revise to describe Gemini Clearing’s experience and operating history, its policies and procedures with respect to any assets
held by it on behalf of the Trust, the form and manner in which Gemini Clearing will be compensated, who will be responsible for
any fees associated with bitcoin transactions between the Authorized Participants, Bitcoin Custodian and Gemini Clearing, and any
potential or existing conflicts of interest involving Gemini Clearing.

In response
to the Staff’s comment, the Trust has revised the disclosure on pages 79-80 of the prospectus accordingly.

Custody of the Trust’s Assets,
page 73

 14. Please revise to provide support for your statement that the Bitcoin
Custodian has a “proven track record” of providing custody, clearing/settlement, and other capital markets services
specifically designed for digital asset exchange-traded funds and other fund vehicles. Please also revise to disclose when the
Bitcoin Custodian commenced operation and the number of bitcoin ETFs the Bitcoin Custodian custodies and supports.

    - 5 -

        CLIFFORD CHANCE US LLP

Ms. Sandra Hunter Berkheimer, Esq.

Ms. Lulu Cheng, Esq.

United States Securities and Exchange Commission

December 29, 2023

Page 6

In response to the Staff’s
comment, the Trust has revised the disclosure on page 82 of the prospectus.

 15. We note your response to prior comment 30 and re-issue in part. Please
revise to include the geographic location where the private keys will be stored, and disclose whether any entity will be responsible
for verifying the existence of the bitcoins.

In response to the Staff’s
comment, the Trust has revised the disclosure on pages 7 and 82 of the prospectus to include the geographic location where the
private keys will be stored, and disclose whether any entity will be responsible for verifying the existence of the bitcoins.

Plan of Distribution

Authorized Participants, page 77

 16. Please revise to describe the “certain circumstances as detailed
in the Authorized Participant Agreement” where the Authorized Participants may be indemnified by the Sponsor.

In response
to the Staff’s comment, the Trust has revised the disclosure on pages 86-87 of the prospectus accordingly.

Creation and Redemption of Shares,
page 79

 17. You disclose in this section that the creation and redemption of shares
may be done in cash or in-kind. With respect to in-kind creations and redemptions, please revise here, in your risk factors and
in the summary to address the following: Please describe the risk that any registered broker-dealer that participates in the in-kind
creation or redemptions of shares for bitcoin may be unable to demonstrate compliance with the applicable requirements of the federal
securities laws, including the Financial Responsibility Rules; and Please also describe the potential consequences to the broker-dealer,
its customers and shareholders of the Trust if any such broker-dealer is unable to comply with the federal securities laws, including
the Financial Responsibility Rules, in connection in-kind creation and redemption transactions.

In response to the Staff’s
comment, the Trust has revised the disclosure on pages 29-30 and 88 of the prospectus accordingly.

    - 6 -

        CLIFFORD CHANCE US LLP

Ms. Sandra Hunter Berkheimer, Esq.

Ms. Lulu Cheng, Esq.

United States Securities and Exchange Commission

December 29, 2023

Page 7

 18. We note your response to prior comment 34 and re-issue in part. Please
revise to disclose: For a redemption in cash, how the Sponsor arranges for the sale of bitcoins in connection with such redemption
and how the sale prices of such bitcoins are determined; and The impact that volatility in the spot bitcoin market may have on
the Trust’s ability to purchase or sell bitcoin at the same value as the Creation Basket or redemption distribution.

In response
to the Staff’s comment, the Trust has revised the disclosure on the cover and pages 3, 8, 29-30 and 89-91 of the prospectus
to disclose how the Sponsor arranges for the sale of bitcoins in connection with redemptions and how the sale prices of bitcoins
are determined and the impact that volatility in the spot bitcoin market may have on the Trust’s ability to purchase or sell
bitcoin at the same value as the Creation Basket or redemption distribution.

 19. Please revise your disclosure to discuss who bears the risk of price
movements with respect to cash creations and cash redemptions. To the extent that the Trust bears the risk, please add risk factor
disclosure that addresses the risks of cash creations and cash redemptions.

In response to the Staff’s
comment, the Trust has revised the disclosure on pages 29 and 89 of the prospectus to discuss who bears the risk of price movements
with respect to cash creations and cash redemptions accordingly.

Determination of Required Deposits,
page 80

 20. Please revise to describe how the Administrator determines the cash
amount needed to purchase the quantity of bitcoin required for a Creation Basket Deposit.

  In response to the Staff’s comment, the Trust has revised the disclosure
on page 91 of the prospectus to describe how the Administrator determines the cash amount needed to purchase the quantity of
bitcoin required for a Creation Basket Deposit.

Suspension or Rejection of Redemption
Orders, page 82

 21. We note your response to prior comment 35 and re-issue in part. Please
revise to disclose whether and how Sh