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United States securities and exchange commission logo
November 6, 2023
Cynthia Lo Bessette
President
Wise Origin Bitcoin Trust
c/o FD Funds Management LLC
245 Summer Street V13E
Boston, MA 02210
Re:Wise Origin Bitcoin Trust
Amendment No. 1 to Registration Statement on Form S-1
Filed October 17, 2023
File No. 333-254652
Dear Cynthia Lo Bessette:
            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. 1 to Registration Statement on Form S-1
General
1.To the extent that you intend to use a fact sheet, please provide us a copy for our review.
2.Please describe the AML, KYC and any other procedures conducted by the Trust, the
Sponsor, the Authorized Participant and the Custodian to determine, among other things,
whether the counter-party in any transactions is not a sanctioned entity. To the extent that
the Trust, Sponsor, Authorized Participant or Custodian may not know the counter-party,
please add risk factor disclosure regarding the potential risk of transactions with a
sanctioned entity and the impact if such a transaction occurs.

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Cover Page
3.Please revise your disclosure here to identify the initial Authorized Purchaser as an
underwriter, and disclose the initial price per Share.
Prospectus Summary
Overview, page 1
4.We note your disclosure on page 1 that the Trust provides direct exposure to bitcoin.  This
disclosure is inconsistent with disclosure on pages 3 and 27 that an investment in the
Shares of the Trust is not a direct investment in bitcoin.  Please revise accordingly.
5.Please revise to disclose here that Shareholders do not have voting rights.
6.Please revise your summary risk factors to disclose that the amount of the Trust's assets
represented by each Share will decline over time as the Trust's assets are used to pay the
Sponsor Fee and any other expenses.
Bitcoin and the Bitcoin Network, page 1
7.Please revise to provide quantitative information that demonstrates the volatility of the
price of bitcoin.
Summary of Risk Factors, page 2
8.Refer to your response to comment 5 and your revised disclosure on page 32.  Please
revise to briefly address here 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 detrimental
effect on the scale and sustainability of your product.
The Trust's Investment Objective, page 2
9.We note your disclosure on page 2 that "[b]arring the liquidation of the Trust or
extraordinary circumstances, the Trust will not purchase or sell bitcoin directly, although
the Trust may transfer bitcoin to pay the Sponsor Fee."  Please revise to clarify what you
mean by "extraordinary circumstances" by providing examples of such circumstances.
Pricing Information Available on the Exchange and Other Sources, page 4
10.Refer to your response to comment 7.  On page 4, you disclose that "[a]ny adjustments
made to the Index will be published on the Sponsor’s website at www.fidelity.com."
Please revise to describe the adjustments that may be made to the Index, summarize the
impact that such adjustments could have on the NAV of the Trust and discuss the
adjustments and potential impact in greater detail in The Trust and Bitcoin Prices section
that begins on page 51.  In addition, please disclose here whether, and, if so, how the
Trust will notify investors of any material adjustments to the Index such as a change in

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methodology or a change in exchanges underlying the Index or the Sponsor's decision to
change the Index.  Also disclose here that the Sponsor may, in its sole discretion change
the Index without Shareholder approval.  In the Trust and Bitcoin Price section or
elsewhere, please revise to disclose how and when the Sponsor will notify the
Shareholders and revise to disclose the criteria the Sponsor will use to determine that
another index or standard better reflects the price of bitcoin.
Custody of the Trust's Assets, page 6
11.Refer to your response to comment 9.  We note your disclosure on page 6 that the Trust's
bitcoin will be stored in omnibus wallets.  Please disclose whether these are hot or cold
wallets.  We also note your disclosure that the "Custodian will ensure that private keys
stored in 'cold storage' are associated with a substantial portion of the Trust’s bitcoin."
Please revise to clarify what you mean by "substantial portion" by providing quantitative
information, and disclose the geographic location where the private keys will be stored.
In addition, please summarize the impact that the Custodian's bankruptcy could have on
the Trust's assets.  We also note that the Custodian may be directed to transfer bitcoin to
pay the Sponsor Fee and other expenses and that the Custodian transfers bitcoin to the
Authorized Participants and receives bitcoin from the Authorized Participants in
connection with creations and redemptions.  Please disclose on page 59 how and when the
Custodian transfers the bitcoin for such purposes, including whether and when it
moves bitcoin to a hot wallet and when it transfers the bitcoin it receives to cold storage.
12.Please revise to disclose here and on page 59 that "[t]he Trust may change the custodial
arrangements described in this prospectus at any time without notice to Shareholders."  In
addition, please disclose how and when the Trust will notify the Shareholders that such a
change has occurred.
The Trust's Fees and Expenses, page 6
13.We note your disclosure on page 6 that "[t]he Administrator will calculate the Sponsor
Fee in respect of each day by reference to the Trust’s NAV as of that day" but that "[t]he
amount of bitcoin transferred or sold may vary from time to time depending on the market
price of bitcoin relative to the Trust's expenses and liabilities."  Please revise to disclose
how you calculate the "market price of bitcoin."  In addition, please disclose whether the
Trust is responsible for paying any costs associated with the transfer of bitcoin to the
Sponsor or the sale of the bitcoin or if these expenses are included in the Sponsor Fee.  In
addition, we note your disclosure that "the Sponsor has agreed to pay all operating
expenses (except for litigation expenses and other extraordinary expenses) out of the
Sponsor Fee."  Please revise to clarify what you mean by "other extraordinary expenses"
by providing examples of such expenses, and disclose whether any of the Trust's expenses
payable by the Sponsor from the Sponsor Fee are capped.
14.Please expand this section to describe the mechanics of how the Trust’s bitcoin will be
exchanged for U.S. dollars to pay the Trust’s expenses and liabilities, including whether

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the Custodian will use a third party or affiliate to assist in the sale of the Trust’s bitcoins,
and, if so, disclose any risks or conflicts of interests that may exist in connection with how
the Custodian arranges for the sale of the Trust’s bitcoin.
Risk Factors
Risks Associated with Bitcoin and the Bitcoin Network
Operational cost may exceed the award for solving blocks or transaction fees, page 23
15.Please expand this risk factor to address the maximum number of bitcoins that may be
released into circulation and the number of bitcoin currently in circulation.
Bitcoin mining activities are energy-intensive, page 25
16.Please expand this risk factor to address the reasons why bitcoin mining may implicate
different risks than other crypto asset mining such as the differences in proof-of-work and
proof-of-stake, and revise to discuss in greater detail regulations that states have passed or
are currently considering that impact crypto asset mining.
Risks Associated with Investing in the Trust
The development and commercialization of the Trust, page 32
17.Refer to your response to comment 5.  We note your disclosure on page 32 that "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."  Please revise to quantify or
otherwise describe what "meaningful revenues" means.
The Trust and Bitcoin Prices
Description of Index Construction and Maintenance, page 51
18.Refer to your response to comment 7.  We note your disclosure that "[t]he Committee may
from time to time add or remove other digital asset trading platforms from the Index
calculation without prior notice to the Trust or the Shareholders, and the Trust will not
notify Shareholders of any such addition or removal."  Please tell us why you believe that
it is not necessary to notify Shareholders regarding a change to the Index to satisfy your
Exchange Act reporting obligations.  In addition, please disclose, if true, that the
Committee reviews the Index every six months for potential updates, and please disclose
how you will notify Shareholders of material changes to the Index.  In this regard, we note
the June 2021 Index Methodology Document on the Index Provider's website.
19.Refer to your response to comment 7.  Please revise to disclose the pricing window that is
used to determine the composite bitcoin price.
20.Please include a brief description of each of the crypto asset exchanges used in the

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calculation of the Index, including where they are located and how they are licensed or
regulated.
21.Please disclose what policies or procedures you have in place if the Index becomes
unavailable or if the Sponsor determines that the Index does not reflect the accurate
bitcoin price.
Calculation of NAV, page 53
22.We acknowledge your response to comment 8 and that for purposes of your financial
statements, you will utilize a pricing source that is consistent with GAAP, as of the
financial statement measurement date.  Please tell us and revise your next amendment to
address the following:

•Include a description of how you will identify and determine the pricing source based
on your consideration of the fair value measurement framework in ASC 820-10 and
the principal or most advantageous market for GAAP purposes.
•The specific markets in which you and your Authorized Participants expect to
transact and identify them by type.  In that regard, we note that ASC 820-10-235-36A
includes definitions of four types of markets (e.g. brokered, dealer, exchange, and
principal to principal markets).
•If you and your Authorized Participants plan to transact in any, or all, of the specific
exchanges listed on page 51 of the amendment that are used by the Index Provider.
•How your determination of “a principal market” and or index for bitcoin is consistent
with “your principal market” that you will have access to and will normally transact
in.  Refer to ASC 820-10-35-5A and ASC 820-10-35-6A.
23.We note your disclosure on page 54 regarding the pause between 4:00pm EST and
5:30pm EST (or later) to algorithmically detect, flag, investigate and correct unusual
pricing should it occur.  Please revise to clarify who is responsible for monitoring for
unusual pricing, who can correct the price, and how any such correction would impact the
Index Price and/or NAV.
Amendments, page 57
24.Please revise to disclose how Shareholders will be notified of material changes to the
Trust Agreement.
The Trust's Service Providers
The Sponsor, page 57
25.Please discuss here the Sponsor's experience sponsoring exchange traded funds and
specifically its experience related to crypto asset markets.
Custody of the Trust's Assets, page 59
26.Please revise your disclosure here or on page 75 to include a materially complete

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discussion of your custody arrangements.  For example, disclose the term and termination
provisions of the Custodial Services Agreement, the "multi-person and multi-
organizational access controls" that the Custodian uses for the Trust's private keys, the
procedures for moving the Trust's assets out of cold storage in connection with
redemptions and the payment of the Trust's expenses, the procedures for moving bitcoin
into cold storage in connection with creations, the percentage of the Trust's assets and
private keys held in cold storage, the geographic location of where the Trust's assets will
be stored, the instructions that the Sponsor has provided to the Custodian regarding
airdrops or forks.  In this regard, we note that you have provided a summary of your
custody procedures on page 6 but you should discuss your custody procedures in greater
detail here or on page 75 or include cross-references to where investors can find such
disclosure.
Plan of Distribution, page 61
27.Please identify by name all of the Authorized Participants with which you have an
agreement at the time of effectiveness of the registration statement.
Creation and Redemption of Shares, page 62
28.Refer to your response to comment 10.  We note your disclosure on page 62 that Baskets
"generally" are only made in exchange for delivery to the Trust or the distribution by the
Trust of the amount of Bitcoin represented by the Baskets being created or redeemed.
Please disclose the situations in which the Baskets will be made for another purpose.
29.Refer to your response to comment 10.  We note your disclosure that the delivery of
bitcoin to the Custodian or to an Authorized Participant "may" settle on the Bitcoin
network.  Please revise to clarify whether all creation and redemption transactions will be
settled on-chain.
30.Please provide a detailed discussion of the mechanics of the creation and redemption
transactions, including whether your Authorized Participants will be required to maintain
an account with your Custodian, whether and how the Authorized Participants are able to
participate directly in the acquisition, transfer or receipt of bitcoin and whether and to
what extent creation and redemption transactions will be settled on-chain or off-chain and
any risks associated with the settlement process.  Please describe the specifics of how an
Authorized Participant will "facilitate the deposit of bitcoin with the Trust," including the
various steps necessary to transfer the bitcoin to its ultimate storage location with the
Custodian, and whether and under what circumstances the Authorized Participant will
utilize an affiliate or