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United States securities and exchange commission logo
January 8, 2024
Leah Wald
Chief Executive Officer
Valkyrie Bitcoin Fund
c/o Valkyrie Digital Assets LLC
320 Seven Springs Way, Suite 250
Brentwood, TN 37027
Re:Valkyrie Bitcoin Fund
Amendment No. 6 to Registration Statement on Form S-1
Filed January 8, 2024
File No. 333-252344
Dear Leah Wald:
            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 January 5, 2024 letter.
Amendment No. 6 to Registration Statement on Form S-1
General
1.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.
2.Please add risk factor disclosure addressing the risks related to your Authorized
Participants acting in the same capacity for several competing products.
Calculation of NAV
The Secondary Index, page 64
3.Refer to your response to comment 7. Please revise to disclose the exchanges used in the
Secondary Index and disclose how these exchanges are selected. In addition, please

 FirstName LastNameLeah Wald
 Comapany NameValkyrie Bitcoin Fund
 January 8, 2024 Page 2
 FirstName LastName
Leah Wald
Valkyrie Bitcoin Fund
January 8, 2024
Page 2
describe how the characteristics (oversight, microstructure and technology) are evaluated
and weighted in Step 1, disclose the evaluation window for Step 3 and clarify how the
"executed exchange price" is determined. Further, please disclose how the Sponsor will
notify investors of any material adjustments to the Secondary Index, including a change in
methodology or a change in the exchanges, and disclose here and in your risk factor on
page 46 the date that the Secondary Index was first launched.
The Sponsor
Relationship to CoinShares, page 69
4.Please revise to disclose when CoinShares International Limited's option expires.
Description of Creation and Redemption of Shares
Redemption Procedures, page 83
5.Please revise to disclose here what happens if there is a difference between the price
received for the bitcoin in connection with redemptions and the valuation of bitcoin as
part of the Trust's NAV calculation.
Governing Law; Consent to Jurisdiction, page 87
6.Refer to your response to comment 10. You disclose here that "[t]he Sponsor, the Trust
and DTC and, by accepting Shares, each DTC Participant and each Shareholder consent to
the exclusive jurisdiction of the courts of the State of Delaware and any federal courts
located in Delaware, provided that (i) the forum selection provisions do not apply to suits
brought to enforce a duty or liability created by the Exchange Act or any other claim for
which the federal courts have exclusive jurisdiction and (ii) the federal district courts of
the United States of America shall be the exclusive forum for the resolution of any
complaint asserting a cause of action arising under the Securities Act, or the rules and
regulations promulgated thereunder." This provision, however, does not appear in your
governing documents.  Please either revise your governing documents to include this
provision or revise to remove this disclosure.
            Please contact Kate Tillan at 202-551-3604 or Michelle Miller at 202-551-3368 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sonia Bednarowski at 202-551-3666 or Sandra Hunter Berkheimer at 202-551-3758 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Morrison C. Warren