Correspondence 0001193125-24-191609 from Fidelity Wise Origin Bitcoin Fund (FBTC)
Fidelity Wise Origin Bitcoin Fund
Date: Aug. 1, 2024 · CIK: 0001852317 · Accession: 0001193125-24-191609
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File numbers found in text: 333-254652
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CORRESP 1 filename1.htm 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 August 1, 2024 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 Mr. Stanton: This letter responds to your comments regarding Post-Effective 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 July 3, 2024 (the “Registration Statement”). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement. COMMENT 1 – WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE OF CERTAIN INFORMATION Please include the name and address to which requests for the Trust’s Exchange Act reports may be directed pursuant to Item 12(c)(1)(iv) of Form S-1. RESPONSE TO COMMENT 1 The Registration Statement has been updated in accordance with the Staff’s comment. COMMENT 2 – UNDERTAKINGS Please revise the Registration Statement to include the undertaking required under Item 512(b) of Regulation S-K. RESPONSE TO COMMENT 2 The Registration Statement has been updated in accordance with the Staff’s comment. Charlotte Chicago New York Salt Lake City San Francisco Washington, DC United States Securities and Exchange Commission Division of Corporation Finance August 1, 2024 Page 2 Please call me at (312) 845-3484 if you have any questions or issues you would like to discuss regarding these matters. Sincerely yours, CHAPMAN AND CUTLER LLP By: /s/ Morrison C. Warren Morrison C. Warren