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CORRESP
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CORRESP

 VIA EDGAR

January 8, 2024

 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. 5 to Registration Statement on Form S-1

Filed December 28, 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. 5 to the Trust’s registration statement on Form S-1 filed on
December 28, 2023 (“Registration Statement”). This letter is in response to the comments of the Staff of the SEC provided in correspondence dated January 5, 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: We refer you to your responses to comments 2, 36, and 40 in your November 20, 2023 response letter. Please update your responses to
these comments in your next amendment or tell us when you intend to do so.

 Response: The Trust has incorporated this comment.

With respect to the use of a fact sheet, the form of fact sheet the Trust intends to use is attached hereto as Exhibit 1.

With respect to all of the Authorized Participants with which the Trust has an agreement at the time of effectiveness of the registration statement the
impacted disclosure will be revised as follows:

 As of the date of this Prospectus, the Authorized Participants are Jane Street
Capital, LLC, Macquarie Capital (USA) Inc. and Virtu Americas LLC. As of the date of this Prospectus, the Prime Broker, Coinbase, Inc., and the Lender, Coinbase Credit, Inc., will serve as Bitcoin Counterparties.

 With respect to policies and procedures related to conflicts of interest in greater detail and tell us
whether these will be in place at the time of effectiveness, the impacted disclosure will be revised as follows:

 There are present and
potential future conflicts of interest inherent in the Trust’s structure and operation you should consider before you purchase Shares. The Sponsor will use this notice of conflicts as a defense against any claim or other proceeding made. If the
Sponsor is not able to resolve these conflicts of interest adequately, it may impact the Trust’s ability to achieve its investment objective.

The officers, directors and employees of the Sponsor do not devote their time exclusively to the Trust. These persons are directors,
officers or employees of other entities which may compete with the Trust for their services. They could have a conflict between their responsibilities to the Trust and to those other entities.

The Sponsor and the Sub-Adviser have the authority to manage the investments and operations of the
Trust, and this may allow them to act in a way that furthers their own interests which may create a conflict with shareholders’ best interests. Shareholders have very limited voting rights, which limits their ability to influence matters such
as amendment of the Trust Agreement, change in the Trust’s basic investment policy, dissolution of the Trust, or the sale or distribution of the Trust’s assets.

The Sponsor serves as the sponsor to the Trust. The Sponsor may have a conflict to the extent that its trading decisions for the Trust may
be influenced by the effect they would have on other funds its affiliates may manage. In addition, the Sponsor may be required to indemnify its officers, directors and key employees with respect to their activities on behalf of other funds, if the
need for indemnification arises. This potential indemnification could cause the Sponsor’s assets to decrease. If the Sponsor’s other sources of income are not sufficient to compensate for the indemnification, it could cease operations,
which could in turn result in Trust losses and/or termination of the Trust.

 The Sponsor has an affiliate, 21Shares AG, that issues
various exchange traded products providing exposure to certain digital assets in non-U.S. jurisdictions. In addition, the Sponsor’s affiliate(s) may take management fees
in-kind in bitcoin, and as such, may engage in trading of the underlying asset across affiliates. The Sponsor has adopted and implemented policies and procedures that are reasonably
designed to ensure compliance with applicable law, including a Code of Ethics providing guidance on conflicts of interest (collectively, the “Policies”). As of the effectiveness of the Registration Statement, the
Sponsor’s Policies are in place and require that the Sponsor eliminate, mitigate, or otherwise disclose conflicts of interest. Additionally, the Sponsor has adopted policies and

procedures requiring that certain applicable personnel pre-clear personal trading activity in which bitcoin is the referenced asset. The Sponsor
has also implemented an Information Barrier Policy restricting certain applicable personnel from obtaining sensitive information. The Sponsor believes that these controls are reasonably designed to mitigate the risk of conflicts
of interest and other impermissible activity.

 Furthermore, the Sponsor, the Sub-Adviser or
their affiliates may participate in transactions related to bitcoin, either for their own account or for account of a client. Such transactions may not serve to benefit the shareholders of the Trust and may have a positive or negative effect on the
value of the bitcoin held by the Trust and, consequently, on the market value of bitcoin. In addition, the Sponsor, the Sub-Adviser or their affiliates may act in other capacities with regard to other
investment products offered by either party.

 The Sponsor, the Sub-Adviser, or their
affiliates may issue derivative instruments relating to bitcoin. The Sponsor’s affiliate offers investment products that offer short exposure to bitcoin as well as other products that offer long exposure to bitcoin, either of which may take
market share from the Trust or affect the value of bitcoin or an investment in the Trust. Introduction of such competing products may affect the market value of bitcoin and an investment in the Trust. The Sponsor and its affiliated companies may
also receive non-public information relating to bitcoin and neither the Sponsor nor any of its affiliates will undertake to make this information available to investors in the Trust.

The Sponsor, the Sub-Adviser, and their employees and their affiliates, may engage in long or short
transactions in bitcoin in their personal accounts (subject to certain internal employee trading policies and procedures), and in doing so may take positions opposite to those held by the Trust or may compete with the Trust for positions in the
marketplace.

 Records of trading by these parties will not be available for inspection by shareholders. Because these parties may
trade bitcoin for their own accounts at the same time as the Trust, prospective shareholders should be aware that such persons may take positions in bitcoin which are opposite, or ahead of, the positions taken for the Trust. There can be no
assurance that any of the foregoing will not have an adverse effect on the performance of the Trust.

 If the Sponsor acquires
knowledge of a potential transaction or arrangement that may be an opportunity for the Trust, it will have no duty to offer such opportunity to the Trust. The Sponsor will not be liable to the Trust or the Shareholders for breach of any fiduciary or
other duty if Sponsor pursues such opportunity or directs it to another person or does not communicate such opportunity to the Trust. Neither the Trust nor any Shareholder will have any rights or obligations by virtue of the Trust Agreement, the
trust relationship created thereby, or this Prospectus in such business ventures or the income or profits derived from such business ventures. The pursuit of such business ventures, even if competitive with the activities of the Trust, will not be
deemed wrongful or improper.

 Resolution of Conflicts Procedures

The Trust Agreement provides that (i) whenever a conflict of interest exists or arises between the Sponsor or any of its Affiliates,
on the one hand, and the Trust, any shareholder or any other person, on the other hand; or (ii) whenever the Trust Agreement or any other agreement contemplated by the Trust Agreement provides that the Sponsor shall act in a manner that is, or
provides terms that are, fair and reasonable

to the Trust, any shareholder or any other person, the Sponsor shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of
each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Sponsor, the resolution, action or terms so made, taken or provided by the Sponsor shall not constitute a breach of this Trust Agreement or any other agreement contemplated herein or of any
duty or obligation of the Sponsor at law or in equity or otherwise.

 Comment 2: We note the disclosure on the cover page regarding the Seed
Capital Investor and their status as a statutory underwriter with respect to the Seed Creation Baskets. Please revise to instead identify the purchaser of the initial Basket and identify that party as a statutory underwriter.

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

The Sponsor of the Trust served as the Seed Capital Investor to the Trust. On December 12, 2023, the Sponsor, in its capacity as Seed
Capital Investor, subject to conditions, purchased Seed Creation Baskets comprising 2 Shares at a per-Share price of $50.00, as described in “Seed Capital Investor.” Total proceeds to the Trust from the sale of these
Seed Creation Baskets were $100. Delivery of the Seed Creation Baskets was made on December 12, 2023. These Seed Creation Baskets were redeemed for cash on or about January 5, 2024.

The Trust anticipates that, on or about January 8, 2024 (the “Seed Capital Purchase Date”), Sponsor will, in its capacity
as Seed Capital Investor, purchase the initial Seed Creation Baskets comprising 10,000 Shares (the “Initial Seed Creation Baskets”). In its capacity as the Seed Capital Investor, the Sponsor will act as a statutory underwriter in
connection with this purchase. The total proceeds to the Trust from the sale of the Initial Seed Creation Baskets are expected to be $437,000 and are expected to be used by the Trust to purchase bitcoin at or prior to the listing of the Shares on
the Exchange. The Sponsor will transact with a Bitcoin Counterparty to acquire bitcoin on behalf of the Trust in exchange for cash provided by the Sponsor in its capacity as Seed Capital Investor. Any bitcoin acquired in connection with the Initial
Seed Creation Baskets will be held by the Bitcoin Custodian. The price of the Shares comprising the Initial Seed Creation Baskets will be determined as of the effective date of this Prospectus as described in this Prospectus, and such Shares could
be sold at different prices if sold by the Seed Capital Investor at different times. It is anticipated that the Seed Capital Investor will redeem its Shares or sell its Shares to a third party in the weeks following the initial listing of Shares on
the Exchange. The Trust will not receive any of the proceeds of the redemption of any Seed Creation Baskets by the Seed Capital Investor.

Additionally, the section “Seed Capital Investor” has been revised as follows:

The Sponsor of the Trust served as the Seed Capital Investor to the Trust. The Trust Agreement provides that (i) whenever a conflict of
interest exists or arises between the Sponsor or any of its Affiliates, on the one hand, and the Trust, any shareholder or any other person, on the other hand; or (ii) whenever the Trust Agreement or any other agreement contemplated by the
Trust Agreement provides that the Sponsor shall act in a

manner that is, or provides terms that are, fair and reasonable to the Trust, any shareholder or any other person, the Sponsor shall resolve such conflict of interest, take such action or provide
such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry
practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Sponsor, the resolution, action or terms so made, taken or provided by the Sponsor shall not constitute a breach of this Trust
Agreement or any other agreement contemplated herein or of any duty or obligation of the Sponsor at law or in equity or otherwise.

In its capacity as Seed Capital Investor, the Sponsor agreed to purchase $100 in Shares on December 12, 2023, and on December 12,
2023, took delivery of 2 Shares at a per-Share price of $50.00 (the “Seed Creation Baskets”). As of the date of this Prospectus, these 2 Shares represent all of the outstanding Shares. These Seed Creation Baskets were redeemed
for cash on or about January 5, 2024.

 The proceeds from this sale of Seed Creation Baskets
were not converted to bitcoin, and, accordingly, there were not any costs or transaction fees payable by the Trust associated with any such conversion to bitcoin.

The Trust anticipates that, on or about January 8, 2024 (the “Seed Capital Purchase Date”), Sponsor will, in its capacity
as Seed Capital Investor, purchase the Initial Seed Creation Baskets comprising 10,000 Shares (the “Initial Seed Creation Baskets”). In its capacity as the Seed Capital Investor, the Sponsor will act as a statutory underwriter in
connection with this purchase. The total proceeds to the Trust from the sale of the Initial Seed Creation Baskets are expected to be $437,000 and are expected to be used by the Trust to purchase bitcoin at or prior to the listing of the Shares on
the Exchange. The Sponsor will transact with Bitcoin Counterparty to acquire bitcoin on behalf of the Trust in exchange for cash provided by the Sponsor in its capacity as Seed Capital Investor. Any bitcoin acquired in connection with the Initial
Seed Creation Baskets will be held by the Bitcoin Custodian. The price of the Shares comprising the Initial Seed Creation Baskets will be determined as of the effective date of this Prospectus as described in this Prospectus, and such Shares could
be sold at different prices if sold by the Seed Capital Investor at different times. It is anticipated that the Seed Capital Investor will redeem its Shares or sell its Shares to a third party in the weeks following the initial listing of Shares on
the Exchange. The Trust will not receive any of the proceeds of the redemption of any Seed Creation Baskets by the Seed Capital Investor.

In its capacity as Seed Capital Investor, the Sponsor will not receive from the Trust or any of its affiliates any fee or other compensation
in connection with the sale of the Seed Creation Baskets.

 Further, the Sponsor will not act as an Authorized Participant with
respect to the Seed Creation Baskets, and its activities with respect to the Seed Creation Baskets will be distinct from those of an Authorized Participant. Unlike most Authorized Participants, the Sponsor is not in the business of purchasing and
selling securities for its own account or the accounts of others. The