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CORRESP
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CORRESP

 VIA EDGAR

December 18, 2023

 Division of Corporation Finance

Office of Crypto Assets

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

Re:

 Ark 21Shares Bitcoin ETF

Amendment No. 3 to Registration Statement on Form S-1

Filed November 20, 2023

 File No. 333-
257474

 To Whom it May Concern:

 On
behalf of Ark 21Shares Bitcoin ETF (“Trust”), submitted herewith via the EDGAR system are the responses to the comments of the staff of the Office of Crypto Assets of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (“SEC”) with respect to Amendment No. 3 to the Trust’s registration statement on Form S-1 filed on
November 20, 2023 (“Registration Statement”). This letter is in response to the comments of the Staff of the SEC provided in correspondence dated December 6, 2023.

For your convenience, we have restated your comments below followed by our responses. Capitalized terms used but not defined in this letter have the meaning
given to them in the Registration Statement. We will incorporate any changes referenced below into a future amendment to the Registration Statement.

Comment 1: Refer to your response to comment 8. On page 4, you state that the “list of exchanges on which the Trust executes transactions may
evolve from time to time, and the Index Provider may make changes to the Constituent Exchanges comprising the Index from time to time for this or other reasons.” Please revise to clarify, if true, that the exchanges on which the Trust executes
transactions do not impact the Constituent Exchanges comprising the Index.

 Response: The Trust has incorporated this comment, and the impacted
disclosure will be revised as follows:

 The selection of exchanges for use in the Index is based on the accessible venues where execution
transactions for bitcoin will occur. The exchanges on which market participants primarily execute transactions for bitcoin may evolve from time to time, and the Index Provider may make changes to the Constituent Exchanges
comprising the Index from time to time for this or other reasons. To the extent the Trust executes transactions for bitcoin, the exchanges on which the Trust executes transactions do not impact the Constituent Exchanges comprising the
Index.

 Comment 2: On page 5, please revise to disclose, if true, that:

•

 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.

 Response: The Trust has incorporated this comment, and the impacted disclosure will be revised accordingly to
disclose that the Trust has entered into a Post-Trade Financing Agreement (the “Post-Trade Financing Agreement”) with Coinbase Credit, Inc., as part of the Prime Broker Agreement, pursuant to which the Trust may borrow bitcoin or cash as
trade credit on a short-term basis to avoid having to pre-fund the Trust’s Trading Balance. The Post-Trade Financing Agreement will be used by the Trust for the purposes of trade settlement, to ensure that the Trust has sufficient bitcoin and
cash liquidity so that it can satisfy creation and redemptions orders. Other than in connection with the Post-Trade Financing Agreement, (1) 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 (2) the Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective.

Additionally, the following disclosure will be added:

In connection with the Prime Broker Agreement, the Trust has entered into a Post-Trade Financing Agreement (the “Post-Trade
Financing Agreement”) with Coinbase Credit, Inc. (the “Lender”), pursuant to which the Trust may borrow bitcoin or cash as trade credit (“Trade Credit”) the Lender on a short-term basis to avoid having to pre-fund the
Trust’s Trading Balance. The Lender is only required to extend Trade Credits up to an authorized amount (the “Authorized Amount”) for use on the Prime Broker’s Trading Platform. Once the Lender has approved the Trust to receive
Trade Credits up to the Authorized Amount, the Trust may place orders up to amounts up to the then-current amount available to the Trust to place orders (the “Available Balance”). The Lender is under no obligation to continue to provide
Trade Credits for certain specific fiat currencies and/or digital assets, and Lender may impose black-out periods during which Trade Credits for currencies or digital assets may be unavailable.

To the extent that Trade Credits are not available, (1) there may be delays in the selling of bitcoin, (2) Trust assets may be in held
the Trading Balance for a longer duration than if Trade Credits were available, and (3) the execution price associated with such trades may deviate significantly from the Index price used to determine the Trust’s NAV. To the extent that the
execution price for sales of bitcoin deviate significantly from the Index price used to determine the NAV of the Trust, the remaining Shareholders may be negatively impacted. If Trade Credits are unavailable to the Trust, the Trust must pre-fund its
Trading Balance with cash and/or bitcoin in order to sell bitcoin through the Prime Broker.

 The Trust generally must repay
Trade Credits by 6:00 p.m. ET (the “Settlement Deadline”) on the calendar day immediately following the day the Trade Credit was extended by the Lender to the Trust (or, if such day is not a business day, on the next business day).
Pursuant to the Post-Trade Financing Agreement, the Trust has granted a security interest in, lien on and right of set off against all of the Trust’s right, title and interest, the Trust’s Trading Balance and Vault Balance established
pursuant to the Prime Broker Agreement and Custodial Services Agreement, in order to secure the repayment by the Trust of the Trade Credits and financing fees to the Lender. The Trust and Lender may terminate the Post-Trade Financing Agreement
immediately upon giving the other Party written notice. Upon such notice of termination, the Bitcoin Custodian and the Prime Broker have agreed to comply with instructions and entitlement orders from the Lender with respect to the disposition of the
assets in the Trust’s Trading Balance without further consent by the Trust. If the Trust fails to repay the Trade Credits to the Lender on time and in full, the Lender shall have the right to instruct the Prime Broker (and Prime Broker agrees
to comply with such instruction) to transfer the Trust’s assets from the Trust’s Trading Balance to the Lender to repay the Trade Credit debt owed by the Trust to the Lender and/or liquidate or cancel outstanding orders.

Other than in connection with the Post-Trade Financing Agreement, (1) 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 (2) the Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment
objective.

 Comment 3: Refer to your response to comment 11. On page 7, you disclose that “[c]ertain of the Sponsor-paid Expenses,
such as ordinary course legal fees and expenses, are capped.” Please revise to disclose all of the Sponsor-paid Expenses that are capped, and disclose the capped amount.

Response: The Trust has incorporated this comment, and the impacted disclosure will be revised to clarify that ordinary course legal fees and expenses
shall be subject to a cap of not in excess of $100,000 per annum.

 Comment 4: Please revise the risk factor titled “The Sponsor may
need to find and appoint a replacement custodian” to address the risks associated with having to replace the Prime Broker. Please also revise either here or in 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 or the Bitcoin Custodian.

Response: The Trust has incorporated this comment. The risk factor will be revised as follows:

The Sponsor may need to find and appoint a replacement bitcoin custodian or prime broker quickly,
which could pose a challenge to the safekeeping of the Trust’s bitcoin.

 The Sponsor could decide to replace the Bitcoin
Custodian as the Bitcoin Custodian of the Trust’s bitcoin or the Prime Broker as the provider of prime brokerages to the Trust. Transferring maintenance responsibilities of the Trust’s accounts
with the Bitcoin Custodian and the Prime Broker to another party will likely be complex and could subject the Trust’s bitcoin to the risk of loss during the transfer, which could have a negative impact on the performance of
the Shares or result in loss of the Trust’s assets.

 The Sponsor may not be able to find a party willing to serve as the
Bitcoin Custodian under the same terms as the current Custodial Services Agreement, or as the Prime Broker under the same terms as the current Prime Broker Agreement. To the extent that Sponsor is not able to find a suitable
party willing to serve as the Bitcoin Custodian or Prime Broker, as applicable, the Sponsor may be required to terminate the Trust and liquidate the Trust’s bitcoin. In addition, to the extent that the Sponsor finds a
suitable party but must enter into a modified custodial services agreement or prime broker agreement that costs more, the value of the Shares could be adversely affected.

Additionally, with respect to the risks associated with the insolvency, business failure or interruption, default, failure to perform, security breach, or
other problems affecting the Prime Broker or the Bitcoin Custodian, the following risk factors have been revised or added, as applicable:

 An investment in the Trust is not a deposit and is not FDIC-insured.
Shareholders’ limited rights of legal recourse against the Trust, Trustee, Sponsor, Administrator, Prime Broker and Bitcoin Custodian expose the Trust and its Shareholders to the risk of loss of the Trust’s bitcoin for which no person or
entity is liable.

 The Trust is not a banking institution or otherwise a member of the Federal Deposit Insurance
Corporation (“FDIC”) or Securities Investor Protection Corporation (“SIPC”) and, therefore, deposits held with or assets held by the Trust are not subject to the protections enjoyed by depositors with FDIC or SIPC member
institutions. In addition, neither the Trust nor the Sponsor insure the Trust’s bitcoin. While the Bitcoin Custodian has advised the Sponsor that it has insurance coverage of up to $320 million that covers losses of the digital assets it
custodies on behalf of its clients, including the Trust’s bitcoin, resulting from theft, Shareholders cannot be assured that the Bitcoin Custodian will maintain adequate insurance, that such coverage will cover losses with respect to the
Trust’s bitcoin, or that sufficient insurance proceeds will be available to cover the Trust’s losses in full. The Bitcoin Custodian’s insurance may not cover the type of losses experienced by the Trust. Alternatively, the Trust may be
forced to share such insurance proceeds with other clients or customers of the Bitcoin Custodian, which could reduce the amount of such proceeds that are available to the Trust. In addition, the bitcoin insurance market is limited, and the level of
insurance maintained by the Bitcoin Custodian may be substantially lower than the assets of the Trust. While the Bitcoin Custodian maintains certain capital reserve requirements depending on the assets under custody, and such capital reserves may
provide additional means to cover client asset losses, the Trust cannot be assured that the Bitcoin Custodian will maintain capital reserves sufficient to cover actual or potential losses with respect to the Trust’s digital assets.

Furthermore, under the Custodial Services Agreement, the Bitcoin Custodian’s liability is limited as follows, among others:
(i) other than with respect to claims and losses arising from spot trading of bitcoin, or fraud or willful misconduct, the Mutually Capped Liabilities (defined below), the Bitcoin Custodian’s aggregate liability under the Custodial
Services Agreement shall not exceed the greater of (A) the greater of (x) $5 million and (y) the aggregate fees paid by the Trust to the Bitcoin Custodian in the 12 months prior to the event giving rise to the Bitcoin Custodian’s
liability, and (B) the value of the affected bitcoin or cash giving rise to the Bitcoin Custodian’s liability; (ii) the Bitcoin Custodian’s aggregate liability in respect of each cold storage address shall not exceed
$100 million; (iii) in respect of the Bitcoin Custodian’s obligations to indemnify the Trust and its affiliates against third-party claims and losses to the extent arising out of or relating to, among others, the Bitcoin
Custodian’s gross negligence, violation of its confidentiality, data protection and/or information security obligations, or violation of any law, rule or regulation with respect to the provision of its services (the “Mutually Capped
Liabilities”), the Bitcoin Custodian’s liability shall not exceed the greater of (A) $5 million and (B) the aggregate fees paid by the Trust to the Bitcoin Custodian in the 12 months prior to the event giving rise to the Bitcoin
Custodian’s liability; and (iv) in respect of any incidental, indirect, special, punitive, consequential or similar losses, the Bitcoin Custodian is not liable, even if the Bitcoin Custodian has been advised of or knew or should have known
of the possibility thereof. In general, the Bitcoin Custodian is not liable under the Custodial Services Agreement unless in the event of its negligence, fraud, material violation of applicable law or willful misconduct. The Bitcoin Custodian is not
liable for delays, suspension of operations, failure in performance, or interruption of service to the extent it is directly due to a cause or condition beyond the reasonable

control of the Bitcoin Custodian. In the event of potential losses incurred by the Trust as a result of the Bitcoin Custodian losing control of the Trust’s bitcoin or failing to properly
execute instructions on behalf of the Trust, the Bitcoin Custodian’s liability with respect to the Trust will be subject to certain limitations which may allow it to avoid liability for potential losses or may be insufficient to cover the value
of such potential losses, even if the Bitcoin Custodian directly caused such losses. Furthermore, the insurance maintained by the Bitcoin Custodian may be insufficient to cover its liabilities to the Trust.

Similarly, under the Prime Broker Agreement, the Prime Broker’s liability is limited as follows, among others: (i) other than
with respect to claims and losses arising from spot trading of bitcoin, or fraud or willful misconduct, or the PB Mutually Capped Liabilities (defined below), the Prime Broker’s aggregate liability shall not exceed the greater of (A) the
greater of (x) $5 million and (y) the aggregate fees paid by the Trust to the Prime Broker in the 12 months prior to the event giving rise to the Prime Broker’s liability, and (B) the value of the cash or affected bitcoin giving
rise to the Prime Broker’s liability; (ii) in respect of the Prime Broker’s obligations to indemnify the Trust and its affiliates against third-party claims and losses to the extent arising out of or relating to, among others, the
Prime Broker’s gross negligence, violation of its confidentiality, data protection and/or information security obligations, violation of any law, rule or regulation wit