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United States securities and exchange commission logo
January 5, 2024
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. 5 to Registration Statement on Form S-1
Filed December 29, 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 December 27, 2023 letter.
Amendment No. 5 to Registration Statement on Form S-1
General
1.We note that you are registering an indeterminate number of securities in accordance with
Rules 456(d) and 457(u). Please update your EDGAR header tags accordingly.
2.We note that your registration statement includes a number of blanks or bracketed
information, including, for example, the initial Authorized Participant and the amount of
the Sponsor Fee. Please revise to include this information in your next amendment.
Cover Page
3.We note the disclosure on the cover page regarding the Seed Capital Investor and the
initial Authorized Participant. Please revise to clearly identify the purchaser(s) of the

 FirstName LastNameJeremy Schwartz
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 FirstName LastName
Jeremy Schwartz
WisdomTree Bitcoin Trust
January 5, 2024
Page 2
initial baskets, including the Seed Capital Investor and the initial Authorized Participant,
and identify each such purchaser as a statutory underwriter.
4.We note your cover page disclosure that "[s]ubject to the Exchange receiving the
necessary regulatory approval to permit the Trust to create and redeem Shares in-kind for
bitcoin (the 'In-Kind Regulatory Approval') these transactions may also take place 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 your prospectus disclosure to clarify 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.
Bitcoin, Bitcoin Market, Bitcoin Exchanges and Regulation of Bitcoin
Bitcoin Protocol, page 51
5.Please revise this section, the risk factor on page 45, and throughout the prospectus to
clarify, if true, that with respect to any fork, airdrop or similar event, the Sponsor will
cause the Trust to irrevocably abandon the Incidental Rights or IR Virtual Currency and in
the event the Trust seeks to change this position, an application would need to be filed
with the SEC by your listing exchange seeking approval to amend its listing rules. Please
also revise to clarify, if true, that the only crypto asset to be held by the Trust will be
bitcoin.
Calculation of NAV, page 59
6.Refer to your responses to comment 7 in our September 29, 2023 letter and related
subsequent comments. We note your revised disclosure that the Trust will only allow cash
redemptions, and observe that this change may have an impact on your fair value
accounting policy, including principal market determination under ASC Topic 820. Please
confirm your understanding that our decision not to issue additional comments should not
be interpreted to mean that we either agree or disagree with your responses and your
current fair value accounting policy. Please also confirm your understanding that we may
comment further on this matter in future filing reviews once the Trust is operational.

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 FirstName LastName
Jeremy Schwartz
WisdomTree Bitcoin Trust
January 5, 2024
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Custody of the Trust's Assets and Certain Other Operational Matters, page 65
7.We note your response to prior comment 10 and re-issue. We were unable to locate your
revised disclosure. Please revise to disclose how and when the Bitcoin Custodian is
directed to transfer the bitcoin from the Cold Vault Balance to the Hot Vault Balance or
from the Hot Vault Balance to the Cold Vault Balance in connection with (i) receipt and
delivery of bitcoin from and to third parties, (ii) selling bitcoin to pay the Trust's expenses
and liabilities, and (iii) paying the Sponsor Fee.
Prime Execution Agent, page 67
8.We note your response to prior comment 8 and re-issue in part. Please revise to disclose
how the Prime Execution Agent will be compensated.
Trade Credit Lender, page 68
9.Please reconcile your disclosure here that "[t]o secure the repayment of Trade Credits, the
Trust has granted a first-priority lien to the Trade Credit Lender over the assets in its
Trading Balance and Vault Balance," and on page 37 that "[i]f the Trust fails to repay the
Trade Credits to the Trade Credit Lender on time and in full, the Trade Credit Lender can
take control of the Trust’s assets and liquidate them to repay the Trade Credit debt owed
by the Trust to the Trade Credit Lender," with your representations throughout the
registration statement that neither the Trust, the Sponsor, nor any other entity is permitted
to lend, pledge, hypothecate or rehypothecate any of the Trust’s bitcoin.
10.Please revise to quantify or otherwise describe the maximum amount of Trade Credit that
the Trade Financing Agreement permits to be outstanding at any one time. Please also
disclose whether the intention is to generally fund the Trading Balance at the Prime
Execution Agent with sufficient cash or bitcoin or whether it regularly expects to utilize
the Trade Financing Agreement. In addition, to the extent the execution price of the
bitcoin acquired exceeds the cash deposit amount, disclose who bears the responsibility
for this difference. Further, for creation and redemption transactions, please revise to
clarify whether or not the interest payable on Trade Credits utilized under the Trade
Financing Agreement are included in the execution price and therefore the responsibility
of the Authorized Participants. If they are the responsibility of the Trust, please revise
your risk factor disclosure accordingly to explain the impact such interest payments will
have on the net assets of the Trust over time.
Plan of Distribution, page 69
11.We refer you to comment 38 of our letter dated December 6, 2023. Please identify by
name all of the Authorized Participants with which you have an agreement at the time of
effectiveness of the registration statement.

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 FirstName LastName
Jeremy Schwartz
WisdomTree Bitcoin Trust
January 5, 2024
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Creation and Redemption of Shares, page 70
12.We note your response to prior comment 13 and re-issue in part. Please revise to disclose
how the amount of cash required for a creation order is calculated.
13.We note your disclosure that the Trust will purchase bitcoin in connection with
creation orders and that the Prime Execution Agent will sell bitcoin for cash in connection
with redemption orders. Please revise your disclosure to specifically identify the party or
parties that will buy and sell bitcoin for the Trust and identify the Prime Execution Agent.
            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 Lulu Cheng at 202-551-3811 or Sandra Hunter Berkheimer at 202-551-3758 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Todd Zerega