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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

    January 8, 2024

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. 6 to Registration Statement on Form S-1

    Filed December 29, 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 January 5, 2024 (the “Comment
Letter”) in connection with the Trust’s Pre-Effective Amendment No. 6 to Registration Statement on Form S-1 (the “Registration
Statement”), which was filed with the SEC on December 29, 2023. Concurrently with the filing of this response letter, the
Trust is filing Pre-Effective Amendment No. 7 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. 6 to Form S-1
filed December 29, 2023

General

 1. We note that your registration statement includes a number of blanks
or bracketed information, including, for example, the Sponsor Fee, the amount of bitcoin that the Trust received and the identification
of all of the Authorized Participants with which you have an agreement at the time of effectiveness. Please revise to include this
information in your next amendment.

    CLIFFORD CHANCE US LLP

Ms. Sandra Hunter Berkheimer, Esq.

Ms. Lulu Cheng, Esq.

United States Securities and Exchange Commission

January 8, 2024

Page 2

In response to the Staff’s
comment, the Trust has revised the disclosure throughout the Amended Registration Statement to include the blank and bracketed
information.

Cover Page

 2. We note your cover page disclosure that, “[i]n the future, subject
to the Exchange receiving the necessary regulatory approval to permit the Trust to purchase and redeem Shares in-kind for bitcoin
(the “In-Kind Regulatory Approval”), the Trust may elect to permit Authorized Participants to also deliver or direct
the delivery of bitcoin by third parties, or take delivery or direct the taking of delivery of bitcoin by third parties, in connection
with in-kind subscription or redemption transactions.” We have the following comments:

 · Please revise to clarify here that the timing of in-kind regulatory approval is unknown and
that there is no guarantee that the Exchange will receive in-kind regulatory approval.

 · Please revise to clarify here how you will inform shareholders if the Exchange receives in-kind
regulatory approval and if the Sponsor chooses to allow in-kind creations and redemptions.

 · Please confirm your understanding, consistent with the undertaking required by Item 512(a)(1)(iii)
of Regulation S-K, that you will file a post-effective amendment to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material change to such information.

In response to the Staff’s
comment, the Trust has revised the disclosure on the cover and on page 3 of the prospectus to clarify that the timing of in-kind
regulatory approval is unknown and that there is no guarantee that the Exchange will receive in-kind regulatory approval. The Trust
has also revised the disclosure to indicate how Shareholders will be informed if the Exchange receives in-kind regulatory approval
and if the Sponsor chooses to allow in-kind creations and redemptions.

Additionally, the Trust supplementally
confirms its understanding, consistent with the undertaking required by Item 512(a)(1)(iii) of Regulation S-K, that the Trust will
file a post-effective amendment to include any material information with respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such information.

    - 2 -

    CLIFFORD CHANCE US LLP

Ms. Sandra Hunter Berkheimer, Esq.

Ms. Lulu Cheng, Esq.

United States Securities and Exchange Commission

January 8, 2024

Page 3

Cover

The
Trust is an
exchange-traded fund. The
Trust intends to
issue Shares on
a continuous basis
and is registering
an indeterminate number
of Shares with
the Securities and
Exchange Commission (the
“SEC”) in accordance
with Rule 456(d)
and 457(u). When
the Trust sells
or redeems its
Shares, it will
do so in
blocks of 50,000
Shares (a “Creation
Basket”) that are
based on the
amount of bitcoin
represented by the
Creation Basket being
created, the amount of bitcoin being
equal to the combined net asset value of the number of Shares included in the Creation Basket
(net of accrued but unpaid remuneration due to the Sponsor (the “Sponsor Fee”)
and any accrued but unpaid expenses or liabilities
not assumed by the Sponsor).
The Trust currently conducts subscriptions
and redemptions solely in cash.
Financial firms that are authorized to purchase or redeem Shares with the Trust (known as “Authorized
Participants” or “APs”) will deliver only cash to create Shares and will receive only cash when redeeming
Shares. Authorized Participants will not directly
or indirectly purchase, hold, deliver,
or receive bitcoin as part of the Creation Basket
subscription or redemption process. The Trust
conducts subscriptions and redemptions in cash.
For a subscription in cash, the Authorized Participant’s subscription
shall be in the amount of cash needed to purchase the amount of bitcoin represented
by the Creation Basket being created, as calculated by State Street Bank and Trust Company
(the “Administrator”) based on the Index or the other valuation policies described herein. The AP will
deliver the cash to the Trust’s account at State Street Bank and Trust Company (the “Cash Custodian”),
which the Sponsor will then use to purchase bitcoin from a third party selected by
the Sponsor who (1) is not the Authorized Participant and (2) will not be acting
as an agent, nor at the direction, of the Authorized Participant with
respect to the delivery
of bitcoin to
the Trust (such
third party, a
“Liquidity Provider”). For
a redemption in
cash, the Sponsor
shall arrange for the bitcoin represented by the Creation Basket to be sold
to a Liquidity Provider selected by the Sponsor and the cash proceeds distributed from
the Trust’s account at the Cash Custodian to the Authorized Participant in exchange
for their Shares. In the future, subject to the Exchange receiving the necessary regulatory
approval to permit the
Trust to purchase and redeem Shares in-kind for bitcoin (the “In-Kind
Regulatory Approval”), the Trust may elect to permit Authorized Participants
to also deliver or direct the delivery of bitcoin by third parties, or take delivery or direct
the taking of delivery of bitcoin by third parties, in connection with in-kind subscription or redemption
transactions. There can be no assurance that In-Kind Regulatory Approval will ever be obtained or that “in-kind”
subscription or redemption transactions will ever occur, meaning that the Trust may conduct subscriptions and
redemptions solely in cash for the foreseeable
future and indefinitely if necessary. The
timing of In-Kind Regulatory Approval is unknown and that there is no guarantee that the Exchange will receive In-Kind Regulatory
Approval at any point in the future. To the extent that the Exchange receives In-Kind Regulatory Approval and the Sponsor chooses
to allow in-kind creations and redemptions, notification will be made to Shareholders via a prospectus supplement and/or a current
report filed with the SEC.

Page 3

Authorized Participants will
not directly or indirectly purchase, hold, deliver, or receive bitcoin as part of the Creation Basket subscription or redemption
process. For a subscription in cash, the Authorized Participant’s subscription for Shares shall be in the amount of cash
needed to purchase the amount of bitcoin represented by the Creation Basket being created, as calculated by the Administrator based
on the Index or the other valuation policies described herein. The AP will deliver the cash to the Trust’s account at the
Cash Custodian, which the Sponsor will then use to purchase bitcoin from a third party selected by the Sponsor who (1) is not the
Authorized Participant and (2) will not be acting as an agent, nor at the direction, of the Authorized Participant with respect
to the delivery of bitcoin to the Trust (such third party, a “Liquidity

    - 3 -

    CLIFFORD CHANCE US LLP

Ms. Sandra Hunter Berkheimer, Esq.

Ms. Lulu Cheng, Esq.

United States Securities and Exchange Commission

January 8, 2024

Page 4

Provider”). For a redemption
in cash, the Sponsor shall arrange for the bitcoin represented by the Creation Basket to be sold to a Liquidity Provider selected
by the Sponsor and the cash proceeds distributed from the Trust’s account at the Cash Custodian to the Authorized Participant
in exchange for their Shares. In
the future, subject
to the Exchange
receiving the necessary
regulatory approval to
permit the Trust
to purchase and
redeem Shares in-kind
for bitcoin (the
“In-Kind Regulatory Approval”),
the Trust may
elect to permit
Authorized Participants to
also deliver or
direct the delivery
of bitcoin by
third parties, or
take delivery or
direct the taking
of delivery of
bitcoin by third
parties, in connection
with in-kind subscription
or redemption transactions.
There can be
no assurance that
In-Kind Regulatory Approval
will ever be
obtained or that
“in-kind” subscription or
redemption transactions will ever
occur, meaning that
the Trust may conduct subscriptions
and redemptions solely in
cash for the
foreseeable future and indefinitely
if necessary. The
timing of In-Kind Regulatory Approval
is unknown
and that there is no guarantee that the Exchange will receive In-Kind Regulatory Approval at any point in the future.
To the extent that the Exchange receives
In-Kind Regulatory Approval
and the Sponsor
chooses to allow
in-kind creations and
redemptions, notification will
be made to
Shareholders via a prospectus
supplement and/or a
current report filed
with the SEC.

Prospectus Summary

The Trust’s Fees and Expenses, page
6

 3. Please revise your disclosure to specify who is responsible for on-chain
transactions fees incurred in connection with transfers or sales of bitcoin to cover fees and expenses.

In response to the Staff’s
comment, the Trust has revised the disclosure on pages 6 and 69 of the prospectus to specify who is responsible for on-chain
transactions fees incurred in connection with transfers or sales of bitcoin to cover fees and expenses.

Page 6

The Trust will pay the
Sponsor the Sponsor Fee, which is a unified fee of [ ].0.25%. The
Sponsor Fee is paid by the Trust
to the Sponsor
as compensation for
services performed under
the Trust Agreement.
The 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. The Sponsor
Fee will accrue
in U.S. dollars
and be payable
monthly in arrears
in bitcoin on,
or by, the
tenth business day
of the next
month in respect
of the prior
month. Each month,
the Administrator will
calculate the Sponsor
Fee for each day
of the month,
resulting in a
cumulative total in
U.S. dollars, which
the Administrator will
then calculate the
bitcoin equivalent of by reference
to the Index as
of the date of
calculation, and the
Sponsor shall then
withdraw the corresponding amount of
bitcoin from the Trust’s Bitcoin Account
in payment of the
Sponsor Fee. The Sponsor has agreed
to pay all ordinary operating expenses (except for extraordinary expenses, including but not limited
to, non-recurring expenses and costs of services performed by the Sponsor or a service provider on behalf of the Trust
to protect the
Trust or the
interests of Shareholders,
such as in
connection with any
fork of
the Bitcoin Blockchain,
any indemnification of agents, service providers or counterparties of the Trust and extraordinary legal
fees and expenses, including any legal
fees and expenses incurred in connection
with litigation, regulatory enforcement or
investigation matters) out
of the Sponsor
Fee. For extraordinary
expenses not covered
in the previous sentence,
the Sponsor shall pay these expenses as they become due and seek contemporaneous

    - 4 -

    CLIFFORD CHANCE US LLP

Ms. Sandra Hunter Berkheimer, Esq.

Ms. Lulu Cheng, Esq.

United States Securities and Exchange Commission

January 8, 2024

Page 5

reimbursement
from the Trust
in the form
of bitcoin at
the time of
payment. For extraordinary
expenses denominated in
dollars, the Sponsor
shall convert the
expense amounts into
bitcoin at the
Index price on
the date the
Sponsor seeks such
reimbursement from the
Trust, and shall
withdraw the corresponding
amounts of bitcoin
from the Trust
as reimbursement for
paying such extraordinary
expenses of the
Trust. For extraordinary
expenses denominated in
bitcoin, if any,
the Sponsor shall
withdraw the corresponding amounts of bitcoin from the Trust as reimbursement for paying such extraordinary
expenses. Neither the Trust nor Shareholders shall
be responsible for any fees
and expenses, including any Bitcoin network fees, incurred
by the Sponsor
to withdraw bitcoin
from the Trust’s
Bitcoin Account in
connection with payment
of the Sponsor
Fee or Trust expenses not assumed by the Sponsor, or to convert such
bitcoin, once withdrawn, into cash (if applicable). The Sponsor will sell
bitcoin which may be facilitated by one or more Liquidity Providers and/or the Bitcoin Custodian
or an affiliate thereof, in connection with the termination of the Trust and the liquidation of the Trust’s bitcoin
holdings, which the Sponsor shall
do at a
price which it
is able to
obtain through commercially
reasonable efforts, and
arrange for the distribution of the cash proceeds to the Trust’s Shareholders and creditors (if any). The amount of
bitcoin held by
the Trust may vary from
time to time depending
on the level of the Trust’s
expenses and liabilities
and the market price of bitcoin.

Page 69

The Trust will pay the
Sponsor the Sponsor Fee, which is a unified fee of [ ].0.25%. The
Sponsor Fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement. The 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. The Sponsor Fee will be accrue in U.S. dollars daily and be payable monthly in arrears in bitcoin Each
month, at month end, on, or by, the tenth business day of the next month in respect of the prior month. Each month,
the Administrator will calculate the Sponsor Fee for each day of the month, resulting in a cumulative total in U.S. dollars, which
the Administrator will then calculate the bitcoin equivalent of by reference to the Index as of the date of calculation, and the
Sponsor shall then withdraw the corresponding amount of bitcoin from the Trust’s Bitcoin Account in payment of the Sponsor
Fee. The Sponsor has agreed to pay all operating expenses (except for extraordinary expenses, including but not limited to, non-recurring
expenses and costs of services performed