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CORRESP
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CORRESP

 Morrison C. Warren

Partner

 Chapman and Cutler LLP

 320 South Canal
Street, 27th Floor

 Chicago, Illinois 60606

T 312.845.3000

 D 312.845.3484

F 312.451.2366

 warren@chapman.com

 December 8, 2023

VIA EDGAR CORRESPONDENCE

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:

Fidelity Wise Origin Bitcoin Fund

     File No. 333-254652

 Dear Mss. Bednarowski and Berkheimer:

This letter responds to your comments regarding Amendment No. 1 to the registration statement filed on
Form S-1 for the Fidelity Wise Origin Bitcoin Fund (formerly Wise Origin Bitcoin Trust) (the “Trust”) with the Staff of the Securities and Exchange Commission (the
“Staff”) on October 17, 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 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 the draft is preliminary and is expected to change before being distributed to the public.

 COMMENT 2
– GENERAL

 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 counterparty in any transactions is not a sanctioned entity. To the extent that the Trust, Sponsor, Authorized Participant or Custodian may not know the counterparty, please
add risk factor disclosure regarding the potential risk of transactions with a sanctioned entity and the impact if such a transaction occurs.

 United States Securities and Exchange Commission

Division of Corporation Finance

 December 8, 2023

 Page
 2

 RESPONSE TO COMMENT 2

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 exempt from broker-dealer registration requirements, 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. When an Authorized Participant’s designee sources bitcoin in connection with the creation of the Shares, it directly faces its counterparty and, in all instances, such
designee follows policies and procedures designed to ensure that it knows the identity of its counterparty. 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. Furthermore, with respect to redemption transactions conducted in bitcoin, the Sponsor anticipates all Authorized Participants’ designees will maintain an account at
the Trust’s Custodian in order to facilitate the transfer of bitcoin “off chain” through book-entries. As a New York state limited purpose trust company, the Custodian administers an AML program that includes standard AML/KYC checks
on all customers, including the designees of Authorized Participants. Because all redemption transactions in bitcoin are expected to take place in book-entry form at the Custodian, the Trust is not subject to the risk of transmitting bitcoin to any
wallet address of any sanctioned person. As such the Sponsor does not believe the risk factor contemplated by the comment is applicable to the Trust.

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.

 The Sponsor refers the Staff to the risk factor: “If the Bitcoin network is used to facilitate illicit
activities or evade sanctions, businesses that facilitate transactions in bitcoin could be at increased risk of criminal or civil lawsuits, or of having services cut off, which could negatively affect the price of bitcoin and the value of the
Shares.”

 United States Securities and Exchange Commission

Division of Corporation Finance

 December 8, 2023

 Page
 3

 COMMENT 3 – COVER PAGE

Please revise your disclosure on the cover page of the Registration Statement to identify the initial Authorized Purchaser as an underwriter,
and disclose the initial price per Share.

 RESPONSE TO COMMENT 3

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 fourth and fifth paragraphs
under the heading “Plan of Distribution – Authorized Participants” which discloses the circumstances under which an Authorized Participant or dealer may be deemed an underwriter and the implications to Shareholders of such
designation.

 With respect to the comment to disclose the initial price per Share, the disclosure has been revised in accordance with the
Staff’s comment.

 COMMENT 4 – OVERVIEW OF THE TRUST

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.

RESPONSE TO COMMENT 4

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

COMMENT 5 – OVERVIEW OF THE TRUST

Please revise the section entitled “Overview of the Trust” to disclose that Shareholders do not have voting rights.

 United States Securities and Exchange Commission

Division of Corporation Finance

 December 8, 2023

 Page
 4

 RESPONSE TO COMMENT 5

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

COMMENT 6 – OVERVIEW OF THE TRUST

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.

 RESPONSE TO
COMMENT 6

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

COMMENT 7 – BITCOIN AND THE BITCOIN NETWORK

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

RESPONSE TO COMMENT 7

The Sponsor has revised the Registration Statement to include the requested information.

Comment 8 – Summary of Risk Factors

Refer to your response to comment 5 in the initial correspondence filed for the Registration Statement on October 17, 2023 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.

 RESPONSE TO
COMMENT 8

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

 United States Securities and Exchange Commission

Division of Corporation Finance

 December 8, 2023

 Page
 5

 COMMENT 9 – THE TRUST’S
INVESTMENT OBJECTIVE

 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.

 RESPONSE TO COMMENT 9

The Sponsor has revised the disclosure in accordance with the Staff’s comment. The disclosure has been revised to introduce the defined
terms “Sponsor-paid Expenses” and “Extraordinary Expenses” to clarify which expenses the Sponsor has agreed to assume as partial consideration of the Sponsor Fee.

COMMENT 10 – PRICING INFORMATION AVAILABLE ON THE
EXCHANGE AND OTHER SOURCES

 Refer to your response to comment 7 in the initial
correspondence filed for the Registration Statement on October 17, 2023. On page 4, you disclose that “[a]ny adjustments made to the Index will be published on the Sponsor’s website at i.fidelity.com/indices.” 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 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.

RESPONSE TO COMMENT 10

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

The Sponsor notes that with respect to any notification to Shareholders (whether regarding a material change to the Index or other reportable
event), the exact means of notification (i.e., through a Form 8-K, prospectus supplement, or annual or quarterly reports) will depend on the Trust’s ability at the time of the notification to incorporate
by reference (including forward incorporation by reference) of the Trust’s Exchange Act reports into the Registration Statement and prospectus under then applicable SEC rules.

 United States Securities and Exchange Commission

Division of Corporation Finance

 December 8, 2023

 Page
 6

 COMMENT 11 – CUSTODY OF THE
TRUST’S ASSETS

 Refer to your response to comment 9 in the initial correspondence filed
for the Registration Statement on October 17, 2023. 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.

RESPONSE TO COMMENT 11

The disclosure has been revised to clarify a portion of the bitcoin held by the Custodian is held in cold storage, but the Custodian does not
disclose what amount of bitcoin is held in cold storage, and the Trust has no discretion as to the amount of bitcoin held by the Custodian in cold storage and what percentage are held “hot” storage, enabling such bitcoin to be transferred.

 The Sponsor respectfully declines to identify the precise geographic location of the private keys held in cold storage, nor is that
information known to the Sponsor. Such disclosure would pose additional security risks for the Custodian and the Trust and undermine the security procedures implemented to protect the Trust’s assets. Furthermore, the Custodian may change the
geographic location of its cold storage location without notice to its customers, including the Sponsor. The Sponsor notes that the existing disclosure includes: “Geographically distributed, multi-site cold storage locations of the Custodian
are monitored by 24x7 on-site security, hardened room structures, as well as multi-person and multi-organizational access controls.” The Sponsor believes this, read in conjunction with other disclosure in
the prospectus, discloses the material aspects of the Custodian’s cold storage solutions without incurring additional security risks.

 United States Securities and Exchange Commission

Division of Corporation Finance

 December 8, 2023

 Page
 7

 With respect to the risks related to the bankruptcy of the Custodian, please refer to the
risk factor “The Trust’s Custodian could become insolvent or declare bankruptcy,” which has been revised to disclose the risks related to such an event.

With respect to the Staff’s comment to disclose the various transfers of the Trust’s bitcoin between hot and cold storage wallets,
the disclosure under “Custody of the Trust’s Assets” has been updated in accordance with the Staff’s comment. Furthermore, the disclosure under “Creation and Redemption of Shares” has been revised to clarify that in-kind creation transactions are settled “on chain” over the Bitcoin network while in-kind redemption transactions are settled in “off chain” book-entry
transactions at the Custodian.

 COMMENT 12 – CUSTODY OF THE
TRUST’S ASSETS

 Please revise to disclose in the summary section entitled “Custody
of the Trust’s Assets” 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.

 RESPONSE TO COMMENT 12

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

COMMENT 13– THE TRUST FEES AND EXPENSES

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.

 United States Securities and Exchange Commission

Division of Corporation Finance

 December 8, 2023

 Page
 8

 RESPONSE TO COMMENT 13

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

COMMENT 14 – THE TRUST’S FEES AND EXPENSES

 Please exp