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CORRESP
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    Morrison
    C. Warren

    Partner

    Chapman
    and Cutler LLP

    320
    South Canal Street, 27th Floor

    Chicago,
    Illinois 60606

    T
    (312) 845-3484

    warren@chapman.com

December
14, 2023

Via
EDGAR Correspondence

United
States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re:
                                                                                                                                                                  Valkyrie Bitcoin Fund

File No. 333-252344

Dear
Mss. Bednarowski and Berkheimer:

This
letter responds to your comments regarding amendment no. 3 to the registration statement filed on Form S-1 for the Valkyrie Bitcoin
Fund (the “Trust”) with the Staff of the Securities and Exchange Commission (the “Staff”) on October
30, 2023 (the “Registration Statement”). Capitalized terms used herein, but not otherwise defined, have the meanings
ascribed to them in the Registration Statement.

Comment
1 – General

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

Response
to Comment 1

To
the extent the Trust uses a fact card, the Sponsor will provide a copy of the working draft of the fact card in a separate email communication.
Please note that these drafts (if any) are preliminary and are expected to change before being distributed to the public.

Comment
2 – General

Please
revise to disclose whether and to what extent the Trust, Sponsor, Prime Broker, Liquidity Providers or any other entity is permitted
to loan, pledge or rehypothecate any of the Trust’s assets.

December
14, 2023

Page
2

Response
to Comment 2

Pursuant
to the Staff’s comment, the Registration Statement has been revised to include the following disclosure:

“Neither
the Trust, the Sponsor, nor any other entity is permitted to lend, pledge, hypothecate or rehypothecate any of the Trust’s bitcoin.”

Comment
3 – General

Please
describe the AML, KYC and any other procedures conducted by the Trust, the Sponsor, the Authorized Participants, the Prime Broker, the
Liquidity Providers, and the Custodian to determine, among other things, whether the counter-party in any transactions is not a sanctioned
entity.

Response
to Comment 3

All
of the Trust’s Authorized Participants will be SEC-registered broker-dealers and members of FINRA or financial institutions regulated
under federal and state banking laws and regulations and are therefore subject to AML and countering the financing of terrorism obligations
under the Bank Secrecy Act as administered by FinCEN and further overseen by the SEC. To the extent an Authorized Participant designates
an agent or affiliate to deliver or receive cash or bitcoin in connection with creations or redemptions, such designees would be subject
to such Authorized Participant’s AML program. As a result, in connection with the creation and redemption of Shares, the Sponsor
is aware of no circumstance under which the Trust will deal directly with a person that is not subject to AML program requirements.

With
respect to the Trust’s interactions with bitcoin trading platforms, the Sponsor performs standard AML and due diligence checks
on all such trading platforms before placing orders on behalf of the Trust. All such trading platforms have been registered as money
services businesses subject to FinCEN regulation or the equivalent in non-U.S. jurisdictions.

Comment
4 – Cover Page

Please
revise the cover page to identify the initial Authorized Participant, and revise your disclosure on the cover page and page 74 to identify
the initial Authorized Participant as a statutory underwriter. Also revise the cover page to disclose the price per Share and that the
Trust is registering an indeterminate number of Shares.

December
14, 2023

Page
3

Response
to Comment 4

Pursuant
to the Staff’s comment, the Sponsor, on behalf of the Trust, states that in a future amendment to the Registration Statement, disclosure
regarding the initial price per Shares will be included. However, the Sponsor respectfully declines to identify the Authorized Participant
as an underwriter of the Shares. A determination of whether a particular market purchaser is an underwriter must take into account all
the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case. The Sponsor believes
that a statement identifying the initial Authorized Participant is not required by the Form S-1 requirements and therefore the Sponsor
does not anticipate making such disclosure. The Sponsor refers the Staff to the section of the Registration Statement entitled “Plan
of Distribution” which discloses the circumstances under which an Authorized Participant or dealer may be deemed an underwriter
and the implications to Shareholders of such designation. The Sponsor has revised the cover page to disclose that the Trust is registering
an indeterminate number of Shares.

Comment
5 – Lukka Prime

Please
revise your description of Step 3 on page 2 to clarify what you mean by "decay," including what is considered in determining
"decay," how the adjusted score is "decayed" and, to the extent applicable, disclose the decay rate. For example
purposes only, this step appears to look only at the time passed since the last trade but we note that you disclose that this step assesses
"the level of activity in market by considering the frequency (volume) of trades" and "reflects freshness of date by tracking
most recent trades."

Response
to Comment 5

The
Sponsor informs the Staff the Trust will now use the CME CF Bitcoin Reference Rate - New York Variant as the Index for purposed of the
Trust’s investment objective and valuation of the Trust’s bitcoin, as further described in the Registration Statement. Accordingly,
the references to “decay” cited by the Staff’s comment have been replaced and the comment is no longer applicable.

Comment
6 – Lukka Prime

We
note your disclosure identifies the Index Pricing Sources used as of December 2022. Please update your disclosure here and throughout
to identify the Index Pricing Sources currently used.

December
14, 2023

Page
4

Response
to Comment 6

The
Constituent Exchanges of the CME CF Bitcoin Reference Rate - New York Variant have been identified and described, and selected volume
information has been added to the disclosure.

Comment
7 – Prospectus Summary. Trust Overview

Please
disclose here that the Trust is a passive investment vehicle. Please also revise to disclose, if true, that Shareholders have no voting
rights. In this regard, we note your disclosure on pages 65 that Shareholders have no voting rights under the Trust Agreement. We also
note your disclosure on page 58 that, "[u]nder the Trust Agreement, Shareholders have limited voting rights," including, for
example, that "the Sponsor will terminate the Trust upon the agreement of Shareholders owning at least 75% of the outstanding Shares"
and that "any amendment that adversely affects the rights of Shareholders, appoints a new Sponsor, dissolves the Trust or makes
any material change to the Trust’s basic investment policies or structure must be approved by the affirmative vote of Shareholders
owning at least 50% of the outstanding Shares." Please revise for clarity and consistency throughout.

Response
to Comment 7

Pursuant
to the Staff’s comment, the following disclosure has been added to the Registration Statement:

The
Trust is passively managed and does not pursue active management investment strategies, and the Sponsor does not actively manage the
bitcoin held by the Trust. This means that the Sponsor does not sell bitcoin at times when its price is high or acquire bitcoin at low
prices in the expectation of future price increases. It also means that the Sponsor does not make use of any of the hedging techniques
available to professional bitcoin investors to attempt to reduce the risks of losses resulting from price decreases.

Additionally,
the section of the Registration Statement entitled “Risk Factors” has been revised to include the following disclosure:

The
Trust is a passive investment vehicle. The Trust is not actively managed and will be affected by a general decline in the price of bitcoin.

December
14, 2023

Page
5

The
Sponsor does not actively manage the bitcoin held by the Trust. This means that the Sponsor does not sell bitcoin at times when its price
is high, or acquire bitcoin at low prices in the expectation of future price increases. It also means that the Sponsor does not make
use of any of the hedging techniques available to professional bitcoin investors to attempt to reduce the risks of losses resulting from
price decreases. Any losses sustained by the Trust will adversely affect the value of the Shares.

It
is currently anticipated that Shareholders will possess no voting rights except as required by law or any exchange listing rules the
Trust becomes subject to. The disclosure has been revised to reflect this.

Comment
8 – Prospectus Summary. Trust Overview

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

Response
to Comment 8

In
accordance with the Staff’s comment, the following disclosure has been added to the Registration Statement:

The
price of bitcoin on the bitcoin market has exhibited periods of extreme volatility, which could have a negative impact on the performance
of the Trust. For example, between November 2021 and November 2022, the price of bitcoin fell from an all-time high of $68,789 to $15,460.
As of November 30, 2023, the price of bitcoin  has increased to $37,601 (source: Coinbase).

Comment
9 – Prospectus Summary. Trust Overview

Please
revise your disclosure here to briefly address the risks associated with the competition you will face in launching and sustaining your
product, including the risk that your timing in reaching the market and your fee structure relative to other bitcoin ETPs could have
a determinantal effect on the scale and sustainability of your product.

December
14, 2023

Page
6

Response
to Comment 9

The
Sponsor respectfully directs the Staff’s attention to the disclosure set forth in the section entitled “Risk Factors –
Risks Associated with Investing in the Trust, set forth below:

The
development and commercialization of the Trust is subject to competitive pressures.

The
Trust and the Sponsor face competition with respect to the creation of competing products. The Sponsor’s competitors may have greater
financial, technical and human resources than the Sponsor. Smaller or early stage companies may also prove to be effective competitors,
particularly through collaborative arrangements with large and established companies. In addition, the timing of the Trust in reaching
the market and the fee structure of the Trust relative to similar products may have a detrimental effect on the scale and sustainability
of the Trust. Accordingly, the Sponsor’s competitors may commercialize a product involving bitcoin more rapidly or effectively
than the Sponsor is able to, which could adversely affect the Sponsor’s competitive position, the likelihood that the Trust will
achieve initial market acceptance and the Sponsor’s ability to generate meaningful revenues from the Trust, which in turn could
cause the Sponsor to dissolve and terminate the Trust.

In
addition, to the extent that the Trust incurs transaction expenses in connection with the creation and redemption process, litigation
expenses, indemnification obligations under the Trust’s service provider agreements and other extraordinary expenses that are not
borne by the Sponsor, such expenses will be borne by the Trust. To the extent that the Trust fails to attract a sufficiently large amount
of investors, the effect of such expenses on the value of the Shares may be significantly greater than would be the case if the Trust
had attracted more assets.

Comment
10 – Custody of the Trust's Assets

Please
revise to clarify what you mean by your disclosure on page 2 that the Custodian will custody the Trust's bitcoin in accounts that are
required to be segregated "from time to time" by explaining what "from time to time" means in this context. In addition,
we note your disclosure that "[t]he Custodian will keep a substantial portion of the private keys associated with the Trust’s
bitcoin in “cold storage” or similarly secure technology (the “Cold Vault Balance”), with any remainder of the
Vault Balance held as part of a “hot storage” (the “Hot Vault Balance”)." Please revise to disclose the
percentage of the private keys that are held in cold storage, and, on page 58, disclose the Custodian's policies regarding whether and
when the private keys are held in cold or hot storage, and describe the "similarly secure technology." Also, we note that a
portion of the Trust's bitcoin holdings and cash holdings may be held with Coinbase, the Prime Broker, in connection with creations and
redemptions and with the sale of bitcoin to pay the Trust's expenses not assumed by the Sponsor. Please revise to disclose here the Prime
Broker's policies regarding how it will hold the Trust's assets. In addition, please include a summary of the insurance coverage of the
Custodian and Prime Broker and the degree to which the insurance policies protect the Trust's assets held by the Custodian and Prime
Broker as well as the Custodian's policies regarding the amount of the Trust's assets held in each wallet.

December
14, 2023

Page
7

Response
to Comment 10

In
accordance with the Staff’s comment, the references to “from time to time” have been removed from the Registration
Statement.

The
disclosure has been revised to reflect that fact all of the Trust’s bitcoin held at the Custodian will be held in the “cold
storage” and references to a “Cold Vault Balance” and “Hot Vault Balance” have been removed. Similarly,
references to “similarly secure technology” have been removed.

The
disclosure has been updated with a description of Prime Broker’s policies regarding how it will hold the assets.

The
disclosure has been updated with a summary of the Custodian’s and Prime Broker’s insurance coverage.

Comment
11 – Trust Structure

We
note your disclosure on page 2 that "[t]he Trust has entered into a prime brokerage and custody agreement with the Custodian (the
“Custody Agreement”), pursuant to which the Custodian will custody all of the Trust’s bitcoin, other than that which
may be maintained in a trading account with Coinbase from time to time." Please revise to clarify, here, if true that the Custodian
and Prime Broker are affiliates but not the same entity.

Response
to Comment 11

In
accordance with the Staff’s comment, the following disclosure has been added to the Registration Statement:

December
14, 2023

Page
8

Coinbase
is a separate entity but affiliate of the Custodian and is also the prime broker of the Trust.

Comment
12– Trust Expenses

Please
revise to disclose whether the Trust is responsible for paying any costs associated with the transfer of bitcoin to the Sponsor or the
sale of bitcoin to pay the Additional Expenses or if such costs are included in the Sponsor's Fee. Please also disclose whether any of
the Trust's expenses payable by the Sponsor from the Sponsor's Fee are capped. In addition, please revise to disclose how the Actual
Exchange Rate is calculated.

Response
to Comment 12

In
accordance with the Staff’s comment, the following disclosure has been added to the Registration Statement:

The
Trust is not responsible for paying any fees or costs associated with the transfer of bitcoin to the Sponsor or the sale of bitcoin for
costs not included in the Sponsor Fee.

The
following disclosure has also been added to the Registration Statement:

The
Sponsor has not assumed the obligation to pay Additional Trust Expenses. If Additional Trust Expenses are