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United States securities and exchange commission logo
September 29, 2023
Shannon Ghia
Chief Executive Officer
iShares Bitcoin Trust
c/o iShares Delaware Trust Sponsor LLC
400 Howard Street
San Francisco, CA 94105
Re:iShares Bitcoin Trust
Registration Statement on Form S-1
File No. 333-272680
Filed June 15, 2023
Dear Shannon Ghia:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1
General
1.Based on our preliminary review of your registration statement, we have the following
initial set of comments.  Once you have amended your registration statement and
responded to each of these comments, we will provide you with more detailed comments
relating to your registration statement, as appropriate.
2.We note that your registration statement includes a number of blanks or omitted
information, including, for example, the identification of the Delaware trustee of the
Trust, the identification of the Seed Capital Investor, the list of Authorized Participants
and the material terms of your agreements with service providers as well as the exhibits

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containing the agreements.  We also note that you have not included the Prime Broker
Agreement in the exhibit index. Please revise to include this information in your next
amendment, or tell us when you intend to do so.  Please also confirm your understanding
that the staff will need sufficient time to review this information, and we may have
additional comments at that time.
3.We refer you to our December 2022 Sample Letter to Companies Regarding Recent
Developments in Crypto Asset Markets, located on our website at the following address:
https://www.sec.gov/corpfin/sample-letter-companies-regarding-crypto-asset-markets.
Please consider the issues identified in the sample letter as applicable to your facts and
circumstances, and revise your disclosure accordingly.
Risk Factors
Due to the unregulated nature and lack of transparency, page 27
4.Please revise this risk factor to discuss the risks associated with manipulation, front-
running and wash-trading.
Business of the Trust, page 60
5.Please revise your disclosure to address the competition you will face in launching and
sustaining your product.  Please also revise your risk factors to address the risks associated
with this competition, 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.
Valuation of Bitcoin; The CF Benchmark Index, page 62
6.Please include a materially complete description of the methodology to be used to
calculate NAV and disclose how you will value your bitcoin holdings for GAAP
purposes.  Please also tell us how you intend to develop accounting and valuation policies
to address significant events related to crypto assets.  For example, explain to us how your
valuation policies will address the potential for a blockchain for a crypto asset to diverge
into different paths (i.e., a “fork”) and airdrops.
7.Please revise your disclosure to provide a materially complete description of the
index methodology.  Please also address the following in your disclosure regarding the
index:
•Include a table with market share and volume information for each constituent
trading platform used to calculate the CF Benchmarks Index;
•Describe how the CF Benchmarks Index is calculated by providing an example of the
calculation;
•Disclose the extent to which the Sponsor has discretion to select a different index;
and
•Disclose whether the Sponsor will notify investors of changes to the constituent
trading platforms used to calculate the index, and, if so, how the Sponsor will notify

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the investor of such changes.
Description of the Shares and the Trust Agreement, page 65
8.Please include a materially complete discussion of the creation and redemption process.
As appropriate, please also address the following:
•Discuss the potential impact on the arbitrage mechanism of the price volatility,
trading volume, price differentials across bitcoin trading platforms, and the closing of
bitcoin trading platforms due to fraud, failures, security breaches or otherwise; and
•Describe the mechanics of how the creation and redemption process will work
between the Trust, the Authorized Participants and the Custodians, including a
discussion of whether and to what extent transactions between the Authorized
Participants and the Bitcoin Custodian will be settled on-chain or off-chain, and any
risks associated with the settlement process.
9.Please discuss whether and to what extent the size of your creation and redemption
baskets could have an impact on the arbitrage mechanism in light of the market for
bitcoin.
The Custodians
Bitcoin Custodian, page 78
10.Please revise to provide a materially complete discussion of your bitcoin custody
arrangements.  For example, please consider addressing the following:
•Describe the material terms of your agreement with the Bitcoin Custodian;
•Describe how the Bitcoin Custodian will store the private keys,
including whether they will be commingled with assets of other customers, and the
geographic location where they will be stored;
•Identify who will have access to the private key information and disclose whether any
entity will be responsible for verifying the existence of the bitcoins; and
•Disclose whether and to what extent the Bitcoin Custodian carries insurance for any
losses of the bitcoin that it custodies for you.
Conflicts of Interest, page 89
11.Please revise to disclose all existing and potential conflicts of interest between your
Sponsor and its affiliates and the Trust.  Please also clarify whether the Sponsor or any
insiders have bitcoin or bitcoin-related exposure that could create conflicts of interest and
disclose whether you have a code of conduct or other requirements for pre-clearance of
bitcoin-related transactions that apply to your employees, the Sponsor, or any of its
affiliates.

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Experts, page 90
12.Please revise to include this information in your next amendment, or tell us when you
intend to do so.
Financial Statements, page 96
13.We note your disclosure that your audited financial statements will be provided by a pre-
effective amendment.  Please confirm you will file these audited financial statements as
soon as they are available in order to allow the staff sufficient time to complete its
review.  Please also confirm your understanding that the staff will need sufficient time to
review the audited financial statements and related information, and we may have
additional comments at that time.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Kate Tillan at 202-551-3604 or Michelle Miller at 202-551-3368 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets