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United States securities and exchange commission logo
December 6, 2023
Jeremy Schwartz
Chief Executive Officer
WisdomTree Bitcoin Trust
c/o WisdomTree Digital Commodity Services, LLC
250 West 34th Street, 3rd Floor
New York , New York 10119
Re:WisdomTree Bitcoin Trust
Amendment No. 3 to Registration Statement on Form S-1
Filed November 16, 2023
File No. 333-254134
Dear Jeremy Schwartz:
            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 September 29, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-1
General
1.To the extent that you intend to use a fact sheet, please provide us with a copy for our
review.
2.Please revise throughout your prospectus so that it includes updated information regarding
bitcoin, the Bitcoin network, the crypto asset market, enacted and pending crypto asset
legislation and regulation. By way of example only, we note that you disclose the
Lightning Network upgrade as of August 2017, you provide an example of incorrect
transfers of bitcoin by the Huobi exchange as of September 2014, and you do not include
updated disclosure regarding enacted and pending legislation and regulation and recent
developments that may impact the Bitcoin network and the crypto asset market generally,

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WisdomTree Bitcoin Trust
December 6, 2023
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such as the March 9, 2022 Executive Order on Ensuring Responsible Development of
Digital Assets and the resulting reports, and other more recent events and actions. We may
have additional comments after reviewing your revised disclosure.
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.
4.Please revise to include the filing fee table as an exhibit to the registration statement as
required by Item 601(b)(107) of Regulation S-K.
Cover Page
5.Please revise your disclosure here to identify the initial Authorized Participant as an
underwriter, and disclose the initial price per Share.
6.We note your disclosure that the Sponsor is applying certain of the substantive
requirements of the 1940 Act to the operations of the Trust in order to provide investors
with daily disclosure similar to ETFs registered under the 1940 Act. Please either remove
this discussion or move it to another part of the prospectus and revise to describe any
voluntary website disclosures you intend to provide without linking those disclosures to
1940 Act requirements or compliance.
The Trust's Fees and Expenses, page 7
7.Please revise to disclose whether sales of the Trust's bitcoin will be facilitated through an
affiliate of the Bitcoin Custodian. If so, please revise to describe the potential conflicts of
interest associated with such an arrangement and the impact it may have on the price.
Net Asset Value, page 8
8.You disclose that NAV means the total assets of the Trust including, but not limited to, all
bitcoin, cash or other assets, less total liabilities of the Trust, each determined on the basis
of generally accepted accounting principles in the U.S., consistently applied under the
accrual method of accounting but that the Trust’s daily activities are generally not
reflected in the NAV determined for the Business Day on which the transactions are
effected (the trade date), but rather on the following Business Day. Tell us how the lag of
reflecting daily activities of the Trust in the determination of NAV is consistent with the
application of GAAP. Provide the authoritative guidance to support your determination.

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WisdomTree Bitcoin Trust
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Risk Factors
Risk Factors Associated with bitcoin and the Bitcoin Network
Digital assets such as bitcoin are relatively new, page 10
9.Please revise your disclosure to provide quantitative information that demonstrates the
volatility of the price of bitcoin.
10.Please revise your disclosure to address the maximum number of bitcoins that may be
released into circulation, and the number of bitcoins currently in circulation.
A temporary or permanent "fork", page 16
11.Please revise to provide an example of the impact that hard forks have had on crypto
assets, including quantitative information regarding the price of the impacted crypto asset
immediately before and after the fork.
Bitcoin exchanges on which bitcoin trades are relatively new, page 19
12.Please revise to divide this risk factor into separate risk factors with headings that describe
the specific risk highlighted. In this regard, we note, for example, that this risk factor
currently addresses the risk related to the lack of regulation of bitcoin exchanges, the risk
of wash trading, the risk of fraudulent practices, and the risk of price manipulation.
The Trust and the Sponsor face competition from competing products, page 21
13.We note your disclosure here and on page 39 that if the Trust fails to achieve sufficient
scale due to competition, the Sponsor may have difficulty raising sufficient revenue to
cover the costs associated with launching and maintaining the Trust. Please revise to
quantify or otherwise describe what “sufficient scale” and “sufficient revenue” mean.
Risk Factors Associated with the Reference Rate
The Reference Rate has a limited history, page 28
14.We note your disclosure that the platforms are chosen by the Benchmark Administrator in
accordance with the provisions of its publicly available CF Constituent Exchange Criteria
that is available on its website, conformance to which is supervised by an oversight body.
Please revise, either here or in your description of the Trust and the reference rate, to
describe in greater detail the CF Constituent Exchange Criteria, and the composition and
operation of such oversight body.
15.Please expand your discussion to describe in greater detail the particular risks associated
with the limited operational history of the Reference Rate.
The Sponsor can discontinue using the Reference Rate, page 28
16.We note your response to prior comment 6 and your disclosure that the Sponsor, in its sole
discretion, may select, remove, change, or replace the pricing or valuation methodology or

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policies used to value the Trust’s assets and determine NAV and NAV per Share,
including the Reference Rate. We also note your disclosure on page 49 that the Sponsor
reserves the right to replace the Reference Rate with another valuation methodology
which it believes will accurately track the price of bitcoin. Please disclose here and on
page 49 how you will notify investors of any material adjustments to the Reference Rate,
including a change in methodology or the Sponsor's decision to replace the Reference
Rate or the Benchmark Administrator.
Risk Factors Associated with Investing in the Trust
The lack of full insurance and Shareholders' limited rights of legal recourse, page 31
17.Please expand this risk factor and page 52 to discuss the insurance policy held by the
Bitcoin Custodian so that investors understand the amount to which the insurance policy
covers or does not cover the Trust's bitcoin held by the Bitcoin Custodian.
The Sponsor may need to find and appoint a replacement custodian quickly, page 35
18.Please revise this risk factor to address the risks associated with having to replace the
prime broker. Please also revise the risk factor disclosure in the first paragraph on page 31
to address the risks associated with the insolvency, business failure or interruption,
default, failure to perform, security breach, or other problems affecting the prime broker.
Other Risks
The Exchange on which the Shares are listed, page 37
19.Please reconcile your statement here and on pages 8 and 53 that the Trust’s Shares “are”
listed for trading on the Exchange under the symbol “BTCW,” with disclosures elsewhere
that indicate the listing remains subject to notice of issuance.
Extraordinary expenses resulting from unanticipated events, page 40
20.We note that the Sponsor may, in its sole discretion, increase the Sponsor Fee or decrease
the Sponsor-paid expenses. Please revise to disclose examples of when the Sponsor may
increase the Sponsor Fee or decrease expenses it pays, and disclose whether and how
Shareholders will be notified.
Bitcoin, Bitcoin Market, Bitcoin Exchanges and Regulation of Bitcoin
Bitcoin Protocol, page 42
21.We note that in the event of a fork, the Trust will as soon as possible direct the Bitcoin
Custodian to distribute the new cryptocurrency in-kind to the Sponsor, as agent for the
Shareholders, and the Sponsor will arrange to sell the new cryptocurrency and for the
proceeds to be distributed to the Shareholders. Please revise to clarify:
•Whether you have criteria for determining whether to support the inclusion of forked
assets, and if so, please describe the criteria, including how you determine whether a
fork is material;

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•Describe the situations in which the Bitcoin Custodian may not agree to provide the
Trust with access to the new asset;
•Disclose how you will inform investors if your or the Sponsor’s policy with respect
to forked assets changes;
•Describe the specifics of how the Sponsor will arrange to sell the new cryptocurrency
and distribute proceeds to the Shareholders, including whether and under what
circumstances the Sponsor will utilize an affiliate or third-party to sell the
cryptocurrency;
•Discuss whether the policies and procedures for forks are also applicable to airdrops
or any other incidental rights to which the Trust has a claim;
•Disclose whether there would be any circumstances in which the Trust could or
would retain any incidental rights as assets of the Trust; and
•Disclose whether any entity will be responsible for verifying the instructions that are
in place with the Trustee and the Sponsor regarding forks.
Regulation of Bitcoin and Government Oversight, page 45
22.Please describe the AML, KYC and any other procedures conducted by the Trust, the
Sponsor, the Authorized Participant and the Custodians to determine, among other things,
whether the counter-party in any transactions is not a sanctioned entity.
The Trust and Bitcoin Prices
Bitcoin Value, page 47
23.Please describe the CME CF Oversight Committee, including how many members are on
the committee, how the committee members are selected, and how often the committee
meets to consider changes to the Reference Rate and the constituent exchanges.
24.Please revise your disclosure to address the following regarding the Reference Rate:
•Describe the Benchmark Administrator’s criteria and explain how the identified
constituent exchanges are selected;
•Include a brief description of each of the constituent exchanges, including where they
are located and how they are licensed and regulated;
•Disclose the extent to which any constituent exchange has previously been removed
from the Reference Rate by the Benchmark Administrator and the reasons thereof;
and
•Disclose the extent to which the Benchmark Administrator periodically reassesses the
constituent exchanges and makes adjustments to the Reference Rate.
The Reference Rate, page 47
25.We note your disclosure here and on page 5 that “an oversight function is implemented by
the Benchmark Administrator in seeking to ensure that the Reference Rate is administered
through codified policies for Reference Rate integrity.” Please revise to describe the
Benchmark Administrator’s oversight procedures to ensure that the Reference Rate is

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administered through codified policies for Reference Rate integrity, and provide a brief
description of the material codified policies for Reference Rate integrity.
Intraday Indicative Value, page 48
26.Please clarify how the intraday indicative value is calculated. In this regard, we note your
disclosure that it is calculated "by using the prior day's closing NAV per Share of the
Trust as a base and updating that value throughout the trading day to reflect changes in the
most recently reported price level of the CME CF Bitcoin Real Time Index (“BRTI”), as
reported by Bloomberg, L.P. or another reporting service.”
27.Please clarify who calculates and disseminates the intraday indicative value. In this
regard, we note your disclosure that the Trust, the Sponsor and its affiliates are not
involved in, or responsible for, the calculation or dissemination of the IIV and make no
warranty as to its accuracy.
Calculation of NAV, page 49
28.We note your response to prior comment 7. Please address the following with respect to
your application of ASC Topic 820:
•Provide us with your accounting policy for determining the fair value of bitcoin in
accordance with ASC Topic 820.
•As the Trust is expected to primarily transact with the bitcoin markets through the
Authorized Participants, confirm for us that your determination of the principal
market will be from the perspective of the Authorized Participants.
•Tell us if you and/or your Authorized Participants plan to transact in multiple
markets. If so, ensure that your accounting policy reflects that fact and describes the
types of markets in which you and/or your Authorized Participants expect to transact.
In that regard, we note that ASC 820-10-35-36A includes definitions of four types of
markets (e.g. brokered market, dealer market, exchange market, and principal to
principal market).
•Confirm for us that your principal market will be one which you or your Authorized
Participants will be able to access and clarify for us whether you anticipate your
principal market will be one in which you or your Authorized Participants will
normally transact. Refer to ASC Topics 820-10-35-6A and 820-10-35-5A
respectively.
•You disclose that the Trust’s NAV will be calculated using the current market value
determined on the basis of U.S. GAAP and that the Sponsor will publish the NAV,
NAV per Share, Reference Rate and the Trust’s bitcoin holdings. Tell us and enhance
your disclosures to clarify 1) if the Reference Rate will form the basis for your
determination of fair value in accordance with U.S. GAAP and 2) how your
determination of the “current market value and or Reference Rate" for bitcoin is
consistent with the guidance in ASC Topic 820-10-35-6A which states that the
principal market shall be considered from the perspective of the reporting entity.

 FirstName LastNameJeremy Schwartz
 Comapany NameWisdomTr