SecProbe.io

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
29, 2023

Via
EDGAR Correspondence

United
States Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

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. 4 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 December
14, 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

Refer
to your response to comment 3 in the correspondence filed for the Registration Statement on December 14, 2023. Please revise to describe
the AML, KYC and any other procedures conducted by the Trust, the Sponsor and the Prime Broker.

Response
to Comment 1

The
registration statement has been revised in accordance with the Staff’s comment. Please see the newly added risk factor “Anonymity
and illicit financing risk.”

Comment
2 – General

Refer
to your response to comment 28 in the correspondence filed for the Registration Statement on December 14, 2023. Please revise to disclose
the material terms of each of your material agreements with the Trust's service providers, including the term of each agreement and the
termination provisions of each agreement.

 December 29, 2023
 Page 2

Response
to Comment 2

The
registration statement has been revised in accordance with the Staff’s comment.

Comment
3 – Cover Page

Refer
to your response to comment 4 in the correspondence filed for the Registration Statement on December 14, 2023. Please revise to identify
the Seed Capital Investor as a statutory underwriter here and in the Plan of Distribution section on page 81, and, to the extent that
the Seed Capital Investor is an affiliate of the Sponsor, please disclose on the cover page and on page 81.

Response
to Comment 3

The references to the Seed Capital Investor has been removed as it is no longer applicable. The Sponsor notes that the following disclosure
has been added to the cover page of the Prospectus regarding the initial Basket of Shares:

StoneX
Financial Inc. will serve as the lead market maker for the Shares and will facilitate the creation of the initial Basket. The lead market
maker is responsible for ensuring there is adequate liquidity and depth to the market for the Shares. These activities will result in
it being deemed a participant in a distribution in a manner which would render it a statutory underwriter and subject it to the prospectus
delivery and liability provisions of the Securities Act.

Comment
4 – Prospectus Summary. Trust Overview

Please
revise to disclose in your Prospectus Summary, if true, that:

 ● 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 or any similar arrangements in seeking to meet its investment
                                            objective.

Response
to Comment 4

The
disclosure has been updated with respect to the Staff’s comment with the following:

Except
as provided below under the heading “The Coinbase Prime Broker and the Trade Credit Lender”, the Trust, the
Sponsor and the Trust’s 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, nor will the Trust utilize leverage or similar arrangements in seeking to
meet its investment objective.

 December 29, 2023
 Page 3

Comment
5 – Prospectus Summary. Trust Overview

Refer
to your response to comment 7 in the correspondence filed for the Registration Statement on December 14, 2023. Please revise your disclosure
in the Prospectus Summary to state that Shareholders have no voting rights under the Trust Agreement.

Response
to Comment 5

The
disclosure has been revised in accordance with the Staff’s comment.

Comment
6 – Prospectus Summary. Trust Overview

We
note your revised disclosure on page 1 of the Registration Statement filed on December 14, 2023 that “[s]ubject to the Exchange
receiving the necessary regulatory approval to permit the [T]rust to create and redeem Shares in-kind for bitcoin (the “In-Kind
Regulatory Approval”), the Trust may also issue Baskets of Shares to Authorized Participants on an ongoing basis in exchange for
bitcoin.” 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
                                            revise throughout to remove any detailed discussion of in-kind creations and redemptions.
                                            In this regard, we note that the Trust initially only will support in-cash creations and
                                            redemptions and it is not known at this time how In-Kind Regulatory Approval may impact the
                                            structure/mechanics of permissible 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.

 December 29, 2023
 Page 4

Response
to Comment 6

The
disclosure has been revised in accordance with the Staff’s comment and all references to an In-Kind Regulatory Approval or in-kind
creations and redemptions have been removed. The Trust confirms, consistent with the undertaking required by Item 512(a)(1)(iii) of Regulation
S-K, that it 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.

Comment
7 – The Offering. Trust expenses

Refer
to your response to comment 12 in the correspondence filed for the Registration Statement on December 14, 2023. Please revise your disclosure
here to state whether any of the Trust's expenses payable by the Sponsor from the Sponsor's Fee are capped. In addition, your disclosure
that the Actual Exchange Rate is the “highest exchange rate and lowest fees the Sponsor can find within a reasonable time frame
in order to sell bitcoin in exchange for U.S. Dollars” appears inconsistent with your disclosure that "[t]he Actual Exchange
Rate is the “weighted average of such prices if fulfilled in multiple segments .” Please revise for clarity and consistency.
Also please revise to clarify, if true, that the prime broker will sell the Trust's bitcoin in connection with Additional Trust Expenses.

Response
to Comment 7

The
disclosure has been revised in accordance with the Staff’s comment. The references to Actual Exchange Rate have been replaced with
a description of how the Trust will seek to sell bitcoin in connection with the payment of Trust expenses.

Comment
8 – Risk Factors

Please
add a risk factor that addresses the risks related to your Bitcoin Custodian acting in the same capacity for several competing products
to the extent material.

Response
to Comment 8

The
disclosure has been revised in accordance with the Staff’s comment. Please refer to the new risk factor: “Coinbase
serves as the Custodian and Coinbase Prime Broker for several competing exchange-traded bitcoin products, which could adversely affect
the Trust's operations and ultimately the value of the Shares.”

 December 29, 2023
 Page 5

Comment
9 – Risk Factors

Refer
to your response to comment 15 in the correspondence filed for the Registration Statement on December 14, 2023. Please add a risk factor
that addresses the existence of bitcoin "whales" and the concentration in bitcoin ownership.

Response
to Comment 9

The
disclosure has been revised in accordance with the Staff’s comment. Please refer to the risk factor: “Digital assets
may have concentrated ownership and large sales or distributions by holders of such digital assets could have an adverse effect on the
market price of such digital assets.”

Comment
10 – Risk Factors Related to the Trust and the Shares. If the Bitcoin network is used to facilitate illicit activities

Your
disclosure on page 20 of the Registration Statement filed on December 14, 2023 states that “[w]hen the Trust and the Sponsor, acting
on behalf of the Trust, sell or deliver, as applicable, bitcoin, they generally do not transact directly with counterparties other than
the Authorized Participant or other similarly eligible financial institutions that are subject to federal and state licensing requirements
and maintain practices and policies designed to comply with AML and KYC regulations” is inconsistent with your disclosure that
all creations and redemptions will be in cash. Similarly, we note your disclosure on page 49 that “[t]he activities of the Trust
will be limited to (1) issuing and redeeming Baskets in exchange for cash and bitcoin deposited by the Authorized Participants”
is inconsistent with your disclosure that all creations and redemptions will be in cash. Please revise your disclosure here and throughout
for consistency and clarity.

Response
to Comment 10

The
Trust confirms that creations and redemptions will be in cash. The disclosure has been revised accordingly.

Comment
11 – Risk Factors Related to the Trust and the Shares. If the Custody Agreement is terminated

Please
expand the risk factor entitled “If the Custody Agreement is terminated” or add separate risk factors that address the risks
associated with insolvency, business failure or interruption, default, failure to perform, security breach or other problems affecting
the Bitcoin Custodian, the Cash Custodian and the prime broker. In addition, add a separate risk factor addressing the risks associated
with having to replace the Cash Custodian or the prime broker.

 December 29, 2023
 Page 6

Response
to Comment 11

The
disclosure has been revised in accordance with the Staff’s comments. Please refer to the following risk factors:

 ● The
                                            Sponsor may need to find and appoint a replacement custodian quickly, which could pose a
                                            challenge to the safekeeping of the Trust’s bitcoin.

 ● The
                                            Custodian and Cash Custodian could become insolvent.

Comment
12 – Use of the CME CF Bitcoin Reference Rate – New York Variant

Refer
to your response to comment 22 in the correspondence filed for the Registration Statement on December 14, 2023. Please revise to disclose
the Benchmark Administrator's procedures if information from one or more of the Constituent Platforms in unavailable during a business
day, and disclose the Index's methodology related to forks and Incidental Rights. In addition, we note your revised disclosure on page
55 that “[t]he end-of-day bitcoin price is calculated using the Bitcoin Index Price as of 4:00 p.m. ET.” but that “[t]he
NAVs are not officially struck until later in the day (often by 5:30 p.m. ET and almost always by 8:00 p.m. ET).” Please disclose
why the NAV is not officially struck until later in the day, and, to the extent that it is to give the Sponsor or a service provider
time to monitor for unusual pricing such that the calculation of NAV may be changed, please identify which service provider monitors
for unusual pricing.

Response
to Comment 12

The
disclosure has been revised in accordance with the Staff’s comments.

Comment
13 – Use of the CME CF Bitcoin Reference Rate – New York Variant

Please
revise to disclose how Shareholders will be notified regarding changes to the Constituent Platforms and any other material changes to
the Index methodology.

Response
to Comment 13

The
disclosure has been revised in accordance with the Staff’s comments.

Comment
14 – Calculation of NAV

Refer
to your response to comment 26 in the correspondence filed for the Registration Statement on December 14, 2023. Please revise to disclose
whether the Sponsor has any agreements with any third-parties for use of their valuation methods, and disclose whether the Sponsor has
a license to use a Secondary Index. If so, please identify the third-parties and the Secondary Index, and describe how the value of bitcoin
is calculated by the valuation methods of such third-parties and the Secondary Index. In addition, please revise to disclose the Trustee's
fair valuation policies and procedures in the connection with a Fair Value Event.

 December 29, 2023
 Page 7

Response
to Comment 14

The
disclosure has been revised in accordance with the Staff’s comments.
The Secondary Index has been identified. Please note that the disclosure has been clarified such that the Sponsor, not the Trustee, utilizes
Fair Value Event policies.

Comment
15 – Intraday Indicative Value

Refer
to your response to comments 6 and 27 in the correspondence filed for the Registration Statement on December 14, 2023. Please briefly
describe how the BRTI is calculated and clarify what you mean by your disclosure on page 55 that “[t]he IIV will be calculated
by using the prior day's closing NAV per Share of the Trust as a base.” In addition, we note your disclosure that “[t]he
BRTI is calculated in real time based on the Relevant Order Books of all Constituent Bitcoin Exchanges (as defined below).” Please
revise to clarify whether “Constituent Bitcoin Exchanges” and “Index Pricing Sources” refers to the Constituent
Platforms used to calculate the BRR. Also clarify what you mean by your disclosure that “the NAV uses a 15-minute window”
as we note your disclosure that the Index has an observation window between 3:00 p.m. ET and 4:00 p.m. ET and partitions a list of all
Relevant Transactions into twelve equally-sized time intervals of five minute length.

Response
to Comment 15

The
disclosure has been revised in accordance with the Staff’s comments.

Comment
16 – The Trust’s Financial Statements

We
continue to evaluate your response to prior comment 24 in the correspondence filed for the Registration Statement on December 14, 2023
and may have further comment.

Response
to Comment 16

The
Trust acknowledges that the Staff may have further comments.

Comment
17– The Sponsor. Management of the Sponsor

Refer
to your response to comment 29 in the correspondence filed for the Registration Statement on December 14, 2023. Please revise your disclosure
regarding the officers and directors of the Sponsor that serve as the principal executive officer and the principal financial officer
to include the information required by Item 401 of Regulation S-K.

 December 29, 2023
 Page 8

Response
to Comment 17

The
disclosure has been revised