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CORRESP
 1
 filename1.htm

 CORRESP

 Fidelity ® Wise Origin ® Bitcoin Fund 245 Summer Street V13E
 Boston, Massachusetts 02210
 July 31, 2025 VIA EDGAR CORRESPONDENCE
 Securities and Exchange Commission 100 F Street, N.E.
 Washington, DC 20549

 Re:
 Fidelity ® Wise Origin ® Bitcoin Fund Ladies and Gentlemen:
 The undersigned, Fidelity ® Wise Origin ®
Bitcoin Fund (the “ Registrant ”), pursuant to the provisions of Rule 461 of the General Rules and Conditions of the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended,
hereby respectfully requests that the Commission grant acceleration of the effectiveness of Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-287548), filed on July 21, 2025, so that the same may become effective at 4:00 p.m. Eastern Time on July 31, 2025 or as soon
thereafter as practicable. [T HE REMAINDER OF THIS PAGE
 IS INTENTIONALLY LEFT BLANK ]

 FD Funds Management LLC,

 Sponsor of the Fidelity ® Wise Origin ® Bitcoin Fund

 By:

 /s/ Cynthia Lo Bessette

 Name: Cynthia Lo Bessette

 Title: President

CORRESP
 1
 filename1.htm

 CORRESP

 Morrison C. Warren

 Chapman and Cutler LLP

 Partner

 320 South Canal Street, 27th Floor

 Chicago, Illinois 60606

 T 312.845.3000

 D 312.845.3484

 F 312.451.2366

 warren@chapman.com
 July 21, 2025
 V IA EDGAR C ORRESPONDENCE
 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. 333-287548

 Dear Mss. Bednarowski and Cheng:
 This letter responds to your additional comments regarding the registration statement filed on
 Form S-3 for the Fidelity Wise Origin Bitcoin Fund (the “Trust” ) with the Staff of the Securities and Exchange Commission (the “Staff” ) on May 23, 2025 (the
 “Registration Statement” ). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement.
 C OMMENT 1 – G ENERAL
 The Staff notes your response to prior comment 1. Please revise your registration statement to disclose the identities of your current
Authorized Participants and Bitcoin Trading Counterparties. R ESPONSE TO C OMMENT 1
 The disclosure has been revised in accordance with the Staff’s comment.
 * * * * * * * *

 United States Securities and Exchange Commission
 Division of Corporation Finance July 21, 2025
 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,

 C HAPMAN AND C UTLER LLP

 By:

 /s/ Morrison C. Warren

 Morrison C. Warren

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<TEXT>
 June 26, 2025

Cynthia Lo Bessette
President
Fidelity Wise Origin Bitcoin Fund
245 Summer Street V13E
Boston, MA 02210

 Re: Fidelity Wise Origin Bitcoin Fund
 Registration Statement on Form S-3
 Response dated June 18, 2025
 File No. 333-287548
Dear Cynthia Lo Bessette:

 We have reviewed your June 18, 2025 response letter and have the following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe the comment applies 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 this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our June 5, 2025
letter.

Registration Statement on Form S-3
General

1. We note your response to prior comment 1. Please revise your
registration statement
 to disclose the identities of your current Authorized Participants and
Bitcoin Trading
 Counterparties.
 June 26, 2025
Page 2

 Please contact Sonia Bednarowski at 202-551-3666 or Lulu Cheng at
202-551-3811
with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Crypto Assets
cc: Morrison C. Warren
</TEXT>
</DOCUMENT>

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
 June 18, 2025
 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. 333-287548

 Dear Mss. Bednarowski and Cheng:
 This letter responds to your comments regarding the registration statement filed on Form S-3 for
the Fidelity Wise Origin Bitcoin Fund (the “Trust” ) with the Staff of the Securities and Exchange Commission (the “Staff” ) on May 23, 2025 (the “Registration Statement” ). Capitalized terms used
herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement. C OMMENT 1 –
G ENERAL The Staff notes the Trust’s disclosure on pages 80 and 82 that the manner by which creations and redemptions
are made is dictated by the terms of the Authorized Participant Agreement. Please revise to identify the current Authorized Participants that have Authorized Participant Agreements that allow for only cash, only
 in-kind, and both cash and in-kind creations and redemptions. In addition, please revise to identify the Trust’s Bitcoin Trading Counterparties and disclose the
material terms of the agreements with the Bitcoin Trading Counterparties. R ESPONSE TO C OMMENT 1
 The Sponsor acknowledges the Staff’s comment to identify the Trust’s current Authorized Participants that have Authorized Participant
Agreements that allow for only cash, only in-kind, and both cash and in-kind creations and redemptions. The Sponsor does not believe the specific identity of the
Trust’s Authorized Participants is material to a prospective Shareholder’s understanding of the Trust’s operations or the risks of an investment in the Trust. Furthermore, such disclosure is not a requirement of either Form S-3 or Form S-1.

 United States Securities and Exchange Commission
 Division of Corporation Finance June 18, 2025
 Page 2
 The Sponsor acknowledges that for new, novel exchange-traded products, lack of participation
by Authorized Participants could lead to, for example, wider spreads on the premium/discount to net asset value of the Shares. However, for a product such as the Trust that has maintained a robust roster of active Authorized Participants, such a
risk is not reasonably foreseeable or expected for the Trust. Furthermore, the Trust’s trading history offers ample evidence that the activities of the Authorized Participants have promoted the Trust’s arbitrage mechanism and led to
significant market liquidity for the Shares. As on June 17, 2025, the 1-month rolling average premium to net asset value of the Shares was only +0.02%, the 30-day
median bid-ask spread was only +0.02%, and the average daily trading volume was over 2,910,485 (equating to approximately $276.8 million). The Sponsor has no reason to believe that Authorized Participant
activity will diminish or that these market indicators would begin to indicate less efficient markets for the Shares. On the contrary, the Sponsor expects the addition of an in-kind creation and redemption
mechanism will be a catalyst for additional Authorized Participants enter into Authorized Participant Agreements with the Trust, thus further supporting market efficiencies.
 Further, the “form of” Authorized Participant Agreement provides Authorized Participants with the flexibility to conduct both cash
and in-kind creations and redemptions. As such, it would be impossible for the Sponsor to predict if a particular Authorized Participant will use only cash, only in-kind
or both cash and in-kind creations and redemptions. In addition, the entry into an Authorized Participant Agreement with the Trust does not obligate an Authorized Participant to create or redeem any minimum
number of Baskets, and an Authorized Participant may elect to not participate at all despite entering into such an agreement. The Sponsor believes that any disclosure to this effect would not be meaningful to an investor and is not indicative of any
future conduct by the Authorized Participants. Therefore, the Sponsor respectfully declines to revise the disclosure as requested by the Staff.
 With respect to identifying the Trust’s Bitcoin Trading Counterparties and disclosing the material terms of the agreements with the
Bitcoin Trading Counterparties, the Sponsor notes this information is not required under either Form S-1 or Form S-3. The Sponsor’s ability to identify and engage
Bitcoin Trading Counterparties on terms beneficial to the Trust is part of the expertise the Sponsor offers in connection with its services to the Trust. Requiring the Trust to identify these arrangements places the Sponsor, and therefore the Trust,
at a competitive disadvantage versus similar products in the market. The Sponsor recognizes that the ability to engage and retain Bitcoin Trading Counterparties on terms favorable to the Trust is essential for the execution of the Trust’s
investment strategy; however, the Sponsor disagrees that identifying such parties by name is material to a potential investor’s understanding of the Trust or its operations. Furthermore, the Registration Statement already includes several
representations about the Trust’s Bitcoin Trading Counterparties that will enable investors to make an informed judgment about the Trust’s Bitcoin

 United States Securities and Exchange Commission
 Division of Corporation Finance June 18, 2025
 Page 3

Trading Counterparties. Accordingly, the Trust respectfully declines to name the Trust’s Bitcoin Trading Counterparties in the Registration Statement.
 ******** Please call me at (312) 845-3484 if you have any questions or issues you would like to discuss regarding these matters.

 Sincerely yours,

 C HAPMAN AND C UTLER LLP

 By:

 /s/ Morrison C. Warren

   Morrison C. Warren

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 June 5, 2025

Cynthia Lo Bessette
President
Fidelity Wise Origin Bitcoin Fund
245 Summer Street V13E
Boston, MA 02210

 Re: Fidelity Wise Origin Bitcoin Fund
 Registration Statement on Form S-3
 Filed May 23, 2025
 File No. 333-287548
Dear Cynthia Lo Bessette:

 We have conducted a limited review of your registration statement and
have the
following comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Registration Statement on Form S-3
General

1. We note your disclosure on pages 80 and 82 that the manner by which
creations and
 redemptions are made is dictated by the terms of the Authorized
Participant
 Agreement. Please revise to identify the current Authorized Participants
that have
 Authorized Participant Agreements that allow for only cash, only
in-kind,
 and both cash and in-kind creations and redemptions. In addition, please
revise to
 identify your Bitcoin Trading Counterparties and disclose the material
terms of the
 agreements with the Bitcoin Trading Counterparties.
 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.
 June 5, 2025
Page 2

 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.

 Please contact Sonia Bednarowski at 202-551-3666 or Lulu Cheng at
202-551-3811
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Morrison C. Warren
</TEXT>
</DOCUMENT>

CORRESP
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CORRESP

 Fidelity Wise Origin Bitcoin Fund

245 Summer Street V13E

 Boston,
Massachusetts 02210

 August 5, 2024

VIA EDGAR CORRESPONDENCE

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
 Fidelity Wise Origin Bitcoin Fund

 
 (the “Registrant”)

Ladies and Gentlemen:

 The undersigned, Fidelity Wise Origin
Bitcoin Fund (the “Registrant”), pursuant to the provisions of Rule 461 of the General Rules and Conditions of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended,
hereby respectfully requests that the Commission grant acceleration of the effectiveness of Post-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-254652), filed on August 1, 2024, so that the same may become effective at 4:30p.m. Eastern Time on August 6, 2024 or as soon thereafter as practicable.

[THE REMAINDER OF THIS PAGE IS
INTENTIONALLY LEFT BLANK]

 FD Funds Management LLC,

 Sponsor of
the Fidelity Wise Origin Bitcoin Fund

By:

 /s/ Cynthia Lo Bessette

Name: Cynthia Lo Bessette

Title: President

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

CORRESP
1
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CORRESP

 Fidelity Wise Origin Bitcoin Fund

245 Summer Street V13E

 Boston,
Massachusetts 02210

 January 10, 2024

VIA EDGAR CORRESPONDENCE

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, DC 20549

Re: Fidelity Wise Origin Bitcoin Fund

(the “Registrant”)

 Ladies and
Gentlemen:

 The undersigned, Fidelity Wise Origin Bitcoin Fund (the “Registrant”), pursuant to the provisions of Rule 461 of the General
Rules and Conditions of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, hereby respectfully requests that the Commission grant acceleration of the effectiveness of Amendment
No. 6 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-254652), filed on January 9, 2024, so that the same may become
effective at 5:00 p.m. Eastern Time on January 10, 2024 or as soon thereafter as practicable.

 The Registrant hereby withdraws its previous request
for acceleration filed with the Commission on January 9, 2024.

 [THE REMAINDER OF
THIS PAGE IS INTENTIONALLY LEFT BLANK]

 FD Funds Management LLC,

 Sponsor of
the Fidelity Wise Origin Bitcoin Fund

By:

/s/ Cynthia Lo Bessette

Name: Cynthia Lo Bessette

Title: President

CORRESP
1
filename1.htm

CORRESP

Morrison Warren

Chapman and Cutler LLP

Partner

320 South Canal Street, 27th Floor

 Chicago, Illinois 60606

 T 312.845.3000

D 312.845.3484

 F 312.451.2366

warren@chapman.com

 January 9, 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 Mss. Bednarowski and Berkheimer:

This letter responds to your comments regarding Amendment No. 4 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 January 8, 2024 (the “Registration Statement”). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement.

COMMENT 1 – GENERAL

In order to meet your anticipated timing, please respond to these comments and amend your Registration Statement no later than 10:00 a.m. (EST)
on January 9, 2024.

 RESPONSE TO COMMENT 1

The Sponsor confirms the process described by the Staff.

COMMENT 2 – GENERAL

We note your revised disclosure in response to comment 1 in the correspondence filed for the Registration Statement on January 8, 2024.
Please revise to clarify, if true, that with respect to any fork, airdrop or similar event, the Sponsor will cause the Trust to irrevocably abandon the Incidental Rights or IR Virtual Currency.

 United States Securities and Exchange Commission

Division of Corporation Finance

 January 9, 2024

 Page
 2

 RESPONSE TO COMMENT 2

The Registration Statement has been updated in accordance with the Staff’s comment.

COMMENT 3 – RISK FACTORS

Please add risk factor disclosure addressing the risks related to your Authorized Participants acting in the same capacity for several
competing products.

 RESPONSE TO COMMENT 3

The Registration Statement has been updated in accordance with the Staff’s comment.

COMMENT 4 – RISKS ASSOCIATED WITH BITCOIN AND
THE BITCOIN NETWORK SPOT MARKETS ON WHICH BITCOIN TRADES ARE RELATIVELY
NEW…

 We note your disclosure on page 16 that “[t]o aid in its efforts to identify and combat manipulation, the
Exchange has entered into a Surveillance Sharing Agreement with Coinbase to supplement the Exchange’s surveillance capabilities.” Please revise to remove this statement to the extent it is inaccurate.

RESPONSE TO COMMENT 4

The Registration Statement has been revised to remove the above referenced statement in accordance with the Staff’s comment.

COMMENT 5 – USE OF PROCEEDS

Refer to your revised disclosure in response to comment 4 in the correspondence filed for the Registration Statement on January 8, 2024.
Please disclose any material terms of your agreements with JSCT, LLC and Cumberland DRW LLC. Please also disclose whether either of these entities is affiliated with or has a material relationship with any of your Authorized Participants or other
service providers.

 United States Securities and Exchange Commission

Division of Corporation Finance

 January 9, 2024

 Page
 3

 RESPONSE TO COMMENT 5

The Registration Statement has been updated in accordance with the Staff’s comment. The Sponsor notes that it is providing this requested
information at the direction of Staff under the assumption that the Staff is equally applying this requirement to all bitcoin ETP issuers with respect to their bitcoin trading counterparties.

*  *  *  *  *  *  *  *

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

CORRESP
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SEC Acceleration Request Letter

 Fidelity Wise Origin Bitcoin Fund

245 Summer Street V13E

 Boston,
Massachusetts 02210

 January 9, 2024

VIA EDGAR CORRESPONDENCE

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
 Fidelity Wise Origin Bitcoin Fund

 (the “Registrant”)

Ladies and Gentlemen:

 The undersigned, Fidelity Wise Origin
Bitcoin Fund (the “Registrant”) and Fidelity Distributors Company LLC, the principal underwriter of the Registrant, pursuant to the provisions of Rule 461 of the General Rules and Conditions of the Securities and Exchange Commission
(the “Commission”) under the Securities Act of 1933, as amended, hereby respectfully request that the Commission grant acceleration of the effectiveness of Amendment No. 6 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-254652), filed on January 9, 2024, so that the same may become effective at 5:00 p.m. Eastern Time on January 10, 2024 or as
soon thereafter as practicable.

 [THE REMAINDER OF THIS PAGE
IS INTENTIONALLY LEFT BLANK]

FD Funds Management LLC,

Sponsor of the Fidelity Wise Origin Bitcoin Fund

By:

/s/ Cynthia Lo Bessette

Name: Cynthia Lo Bessette

Title: President

Fidelity Distributors Company LLC

By:

/s/ Dalton Gustafson

Name: Dalton Gustafson

Title: President

CORRESP
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SEC Response Letter

 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

 January 8, 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 Mss. Bednarowski and Berkheimer:

 This
letter responds to your comments regarding Amendment No. 3 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 December 29, 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

Please revise your discussion of Incidental Rights throughout the prospectus to clarify, if true, that the only crypto asset to be held by the
Trust will be bitcoin. In particular, please clarify, if true, that with respect to any fork, airdrop or similar event, the Sponsor will cause the Trust to irrevocably abandon the Incidental Rights or IR Virtual Currency and in the event the Trust
seeks to change this position, an application would need to be filed with the SEC by your listing exchange seeking approval to amend its listing rules.

RESPONSE TO COMMENT 1

The Registration Statement has been updated in accordance with the Staff’s comment.

COMMENT 2 – COVER PAGE

Refer to your response to comment 2 in the correspondence filed for the Registration Statement on December 29, 2023. Please include in the
cover page the disclosure in your Plan of Distribution section that the initial Authorized Participant will be a statutory underwriter with respect to the initial purchase of Baskets.

 United States Securities and Exchange Commission

Division of Corporation Finance

 January 8, 2024

 Page
 2

 RESPONSE TO COMMENT 2

The Registration Statement has been updated in accordance with the Staff’s comment.

COMMENT 3 – PROSPECTUS SUMMARY – THE TRUST’S
FEES AND EXPENSES

 Please revise your disclosure to specify who is responsible for on-chain transaction fees incurred in connection with transfers or sales of bitcoin to cover fees and expenses.

RESPONSE TO COMMENT 3

The Registration Statement has been updated in accordance with the Staff’s comment.

COMMENT 4 – USE OF PROCEEDS

We note your added disclosure on pages 9 and 73 of the Registration Statement filed on December 29, 2023 that the Trust will receive
bitcoin from a third party, as well as your disclosure on page 72 that a bitcoin trading counterparty will purchase bitcoin. Please revise to identify the third party and bitcoin trading counterparty. In addition, please revise to clarify whether
the third party is subject to U.S. federal and/or state licensing requirements or similar laws in non-U.S. jurisdictions and maintains practices and policies designed to comply with AML and KYC regulations or
similar laws in non-U.S. jurisdictions that are referenced on page 29.

 RESPONSE TO
COMMENT 4

 The Registration Statement has been updated in accordance with the Staff’s comment.

COMMENT 5 – RISK FACTORS – THE TRUST’S
CUSTODIAN COULD BECOME INSOLVENT OR BECOME SUBJECT TO A RECEIVERSHIP

Refer to your response to comment 4 in the correspondence filed for the Registration Statement on December 29, 2023 and note that Article
VII of your Custodian Agreement permits termination upon the Custodian’s insolvency or a material deterioration of its financial condition and discusses the procedure to identify a successor custodian. Please specifically address the risks of
having to replace the Custodian under such circumstances.

 United States Securities and Exchange Commission

Division of Corporation Finance

 January 8, 2024

 Page
 3

 RESPONSE TO COMMENT 5

The Sponsor notes that Staff’s comment refers to the Custodian Agreement between the Trust and Trust’s Cash Custodian (as modified by
the Accession Agreement). This agreement covers the activities of the Cash Custodian, not the bitcoin Custodian. The risks applicable to the Cash Custodian are disclosed in risk factor following the risk factor referenced by the Staff’s
comment, and includes the risk to the Trust of the Cash Custodian’s insolvency or receivership.

 With respect to the Custodial
Services Agreement that applies to the Trust’s engagement of the Custodian as bitcoin custodian, the material terms of the Agreement are disclosed under “Material Contracts – Custodial Services Agreement – Term and
Termination”, and the Sponsor notes that the Custodial Services Agreement does not contain the same or a similar provision to the one referenced in the comment in the Custodian Agreement.

To address the risk highlighted by the Staff, the risk factor “The Sponsor may need to find and appoint a replacement custodian
quickly, which could pose a challenge to the safekeeping of the Trust’s bitcoin” has been modified to include the following:

The Sponsor could decide to replace the Custodian as the custodian of the Trust’s bitcoin, or the Custodian may cease providing the
custodial services necessary for the Trust’s normal operations. For example, the Trust’s custodian may become insolvent and enter bankruptcy or receivership proceedings, or discontinue business operations with little or no warning to the
Sponsor or the Trust.

 COMMENT 6 – CALCULATION OF NAV

Refer to your responses to comment 8 in our September 29, 2023 letter and related subsequent comments. We note your revised disclosure
that the Trust will only allow cash redemptions, and observe that this change may have an impact on your fair value accounting policy, including principal market determination under ASC Topic 820. Please confirm your understanding that our decision
not to issue additional comments should not be interpreted to mean that we either agree or disagree with your responses and your current fair value accounting policy. Please also confirm your understanding that we may comment further on this matter
in future filing reviews once the Trust is operational.

 United States Securities and Exchange Commission

Division of Corporation Finance

 January 8, 2024

 Page
 4

 RESPONSE TO COMMENT 6

The Sponsor confirms its understanding that the Staff’s decision not to issue additional comments should not be interpreted to mean that
the Staff either agrees or disagrees with the Trust’s responses and the Trust’s current fair value accounting policy. Further, the Sponsor confirms its understanding that the Staff may comment further on the Trust’s fair value
accounting in future reviews once the Trust is operational.

 COMMENT 7 – CALCULATION OF NAV

Refer to your revised disclosure on page 59 of the Registration Statement filed on December 29, 2023 in response to comment 7. Please
revise to specify the bitcoin trading platforms that are available on Crypto Data Feed Streaming Level 1’s feed.

 RESPONSE
TO COMMENT 7

 The Registration Statement has been updated in accordance with the Staff’s comment.

COMMENT 8 – THE TRUST’S SERVICE PROVIDERS –
THE SPONSOR

 Refer to your amended disclosure on page 64 of the Registration Statement filed on
December 29, 2023 in response to comment 10, which states that the Sponsor has managed several digital asset-focused funds since its formation in 2019. Please identify the digital asset-focused funds that the Sponsor has managed since 2019.

 RESPONSE TO COMMENT 8

The Registration Statement has been updated in accordance with the Staff’s comment.

COMMENT 9 – PLAN OF DISTRIBUTION – SELLING SHAREHOLDERS

 We note your addition of this Selling Shareholders disclosure on page 70 of the Registration Statement filed on December 29, 2023. We
also note that the Trust sold one Share to FMR Capital, Inc. for $40 on November 30, 2023. Please revise to clarify whether there are any Selling Shareholders in this offering and provide additional information about the Selling Shareholders,
including but not limited to, their identities, the amount of Shares that they hold and will sell, the consideration paid, their relationship to the Sponsor, and their status as an underwriter.

 United States Securities and Exchange Commission

Division of Corporation Finance

 January 8, 2024

 Page
 5

 RESPONSE TO COMMENT 9

The Registration Statement has been updated in accordance with the Staff’s comment.

COMMENT 10 – CREATION AND REDEMPTION OF SHARES

We note your revised disclosure on page 71 of the Registration Statement filed on December 29, 2023 that “subject to obtaining all
applicable regulatory approvals, the Trust may in the future permit Authorized Participants to purchase or redeem Baskets in exchange for bitcoin.” We have the following comments:

•

 Please revise to clarify here that the timing of in-kind regulatory
approval is unknown and that there is no guarantee that the Exchange will receive in-kind regulatory approval.

•

 Please revise to clarify here how you will inform shareholders if the Exchange receives in-kind regulatory approval and if the Sponsor chooses to allow in-kind creations and redemptions.

•

 Please confirm your understanding, consistent with the undertaking required by Item 512(a)(1)(iii) of Regulation S-K, that you will file a post-effective amendment to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
information.

 RESPONSE TO COMMENT 10

The Registration Statement has been updated to remove references to any future in-kind creation and
redemption procedures that may be adopted. The Sponsor confirms its understanding that it will file a post-effective amendment to include any material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information.

 United States Securities and Exchange Commission

Division of Corporation Finance

 January 8, 2024

 Page
 6

 COMMENT 11 – CREATION AND REDEMPTION
OF SHARES – DELIVERY OF REQUIRED DEPOSITS

We note your revised disclosure on page 71 of the Registration Statement filed on December 29, 2023 in response to comment 13 that the
Sponsor has the authority to set or modify the cut-off time for purchase orders. We reissue our prior comment in part. Please revise to disclose the circumstances pursuant to which the Sponsor may set or
modify the cut-off time for purchase orders.

 RESPONSE TO COMMENT 11

 The Registration Statement has been updated in accordance with the Staff’s comment.

COMMENT 12 – CREATION AND REDEMPTION OF SHARES –
REDEMPTION PROCEDURES

 We note your disclosure that the procedures by which an Authorized Participant can
redeem one or more Baskets mirror the procedures for the creation of Baskets. Please expand to provide detailed disclosure regarding the cash redemption order process and procedures.

RESPONSE TO COMMENT 12

The Registration Statement has been updated in accordance with the Staff’s comment.

COMMENT 13– EXHIBITS

The legal opinion attached as Exhibit 5.1 to the Registration Statement filed on December 29, 2023 relies on a legal opinion by Richards,
Layton & Finger, P.A. to the extent any of the opinions expressed therein relate to matters arising under the laws of the State of Delaware. Please attach such legal opinion to the extent one exists, or advise. Please also have counsel sign
and date the opinion.

 RESPONSE TO COMMENT 13

The sentence referenced by the Staff has been removed from the final executed legal opinion filed with the Registration Statement.

 United States Securities and Exchange Commission

Division of Corporation Finance

 January 8, 2024

 Page
 7

*    *    *    *    *    *
 *    *

 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

United States securities and exchange commission logo
January 8, 2024
Cynthia Lo Bessette
President
Fidelity Wise Origin Bitcoin Fund
c/o FD Funds Management LLC
245 Summer Street V13E
Boston, MA 02210
Re:Fidelity Wise Origin Bitcoin Fund
Amendment No. 4 to Registration Statement on Form S-1
Filed January 8, 2024
File No. 333-254652
Dear Cynthia Lo Bessette:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 5, 2024 letter.
Amendment No. 4 to Registration Statement on Form S-1
General
1.In order to meet your anticipated timing, please respond to these comments and amend
your registration statement no later than 10:00 a.m. (EST) on January 9, 2024.
2.We note your revised disclosure in response to comment 1. Please revise to clarify, if true,
that with respect to any fork, airdrop or similar event, the Sponsor will cause the Trust to
irrevocably abandon the Incidental Rights or IR Virtual Currency.
Risk Factors, page 11
3.Please add risk factor disclosure addressing the risks related to your Authorized
Participants acting in the same capacity for several competing products.

 FirstName LastNameCynthia Lo Bessette
 Comapany NameFidelity Wise Origin Bitcoin Fund
 January 8, 2024 Page 2
 FirstName LastName
Cynthia Lo Bessette
Fidelity Wise Origin Bitcoin Fund
January 8, 2024
Page 2
Risks Associated with Bitcoin and the Bitcoin Network
Spot markets on which bitcoin trades are relatively new..., page 16
4.We note your disclosure on page 16 that "[t]o aid in its efforts to identify and combat
manipulation, the Exchange has entered into a Surveillance Sharing Agreement with
Coinbase to supplement the Exchange's surveillance capabilities."  Please revise to
remove this statement to the extent it is inaccurate.
Use of Proceeds, page 77
5.Refer to your revised disclosure in response to comment 4. Please disclose any material
terms of your agreements with JSCT, LLC and Cumberland DRW LLC. Please also
disclose whether either of these entities is affiliated with or has a material relationship
with any of your Authorized Participants or other service providers.
            Please 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 Irene Paik at 202-551-6553 or Sandra Hunter Berkheimer at 202-551-3758 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Morrison C. Warren

United States securities and exchange commission logo
January 5, 2024
Cynthia Lo Bessette
President
Fidelity Wise Origin Bitcoin Trust
c/o FD Funds Management LLC
245 Summer Street V13E
Boston, MA 02210
Re:Fidelity Wise Origin Bitcoin Trust
Amendment No. 3 to Registration Statement on Form S-1
Filed December 29, 2023
File No. 333-254652
Dear Cynthia Lo Bessette:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 18, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-1
General
1.Please revise your discussion of Incidental Rights throughout the prospectus to clarify, if
true, that the only crypto asset to be held by the Trust will be bitcoin. In particular, please
clarify, if true, that with respect to any fork, airdrop or similar event, the Sponsor will
cause the Trust to irrevocably abandon the Incidental Rights or IR Virtual Currency and in
the event the Trust seeks to change this position, an application would need to be filed
with the SEC by your listing exchange seeking approval to amend its listing rules.

 FirstName LastNameCynthia Lo Bessette
 Comapany NameFidelity Wise Origin Bitcoin Trust
 January 5, 2024 Page 2
 FirstName LastName
Cynthia Lo Bessette
Fidelity Wise Origin Bitcoin Trust
January 5, 2024
Page 2
Cover Page
2.Refer to your response to comment 2. Please include in the cover page the disclosure in
your Plan of Distribution section that the initial Authorized Participant will be a statutory
underwriter with respect to the initial purchase of Baskets.
Prospectus Summary
The Trust's Fees and Expenses, page 6
3.Please revise your disclosure to specify who is responsible for on-chain transaction fees
incurred in connection with transfers or sales of bitcoin to cover fees and expenses.
Use of Proceeds, page 9
4.We note your added disclosure on pages 9 and 73 that the Trust will receive bitcoin from a
third party, as well as your disclosure on page 72 that a bitcoin trading counterparty will
purchase bitcoin.  Please revise to identify the third party and bitcoin trading
counterparty.  In addition, please revise to clarify whether the third party is subject to U.S.
federal and/or state licensing requirements or similar laws in non-U.S. jurisdictions and
maintains practices and policies designed to comply with AML and KYC regulations or
similar laws in non-U.S. jurisdictions that are referenced on page 29.
Risk Factors
The Trust's Custodian could become insolvent or become subject to a receivership, page 34
5.Refer to your response to comment 4 and note that Article VII of your Custodian
Agreement permits termination upon the Custodian's insolvency or a material
deterioration of its financial condition and discusses the procedure to identify a successor
custodian. Please specifically address the risks of having to replace the Custodian under
such circumstances.
Calculation of NAV, page 59
6.Refer to your responses to comment 8 in our September 29, 2023 letter and related
subsequent comments. We note your revised disclosure that the Trust will only allow cash
redemptions, and observe that this change may have an impact on your fair value
accounting policy, including principal market determination under ASC Topic 820. Please
confirm your understanding that our decision not to issue additional comments should not
be interpreted to mean that we either agree or disagree with your responses and your
current fair value accounting policy. Please also confirm your understanding that we may
comment further on this matter in future filing reviews once the Trust is operational.
7.Refer to your revised disclosure in response to comment 7.  Please revise to specify the
bitcoin trading platforms that are available on Crypto Data Feed Streaming Level 1's feed.

 FirstName LastNameCynthia Lo Bessette
 Comapany NameFidelity Wise Origin Bitcoin Trust
 January 5, 2024 Page 3
 FirstName LastName
Cynthia Lo Bessette
Fidelity Wise Origin Bitcoin Trust
January 5, 2024
Page 3
The Trust's Service Providers
The Sponsor, page 64
8.Refer to your amended disclosure in response to comment 10, which states that the
Sponsor has managed several digital asset-focused funds since its formation in 2019.
Please identify the digital asset-focused funds that the Sponsor has managed since 2019.
Plan of Distribution
Selling Shareholders, page 70
9.We note your addition of this Selling Shareholders disclosure. We also note that the Trust
sold one Share to FMR Capital, Inc. for $40 on November 30, 2023. Please revise to
clarify whether there are any Selling Shareholders in this offering and provide additional
information about the Selling Shareholders, including but not limited to, their identities,
the amount of Shares that they hold and will sell, the consideration paid, their relationship
to the Sponsor, and their status as an underwriter.
Creation and Redemption of Shares, page 71
10.We note your revised disclosure on page 71 that "subject to obtaining all applicable
regulatory approvals, the Trust may in the future permit Authorized Participants to
purchase or redeem Baskets in exchange for bitcoin." We have the following comments:
•Please revise to clarify here that the timing of in-kind regulatory approval is unknown
and that there is no guarantee that the Exchange will receive in-kind regulatory
approval.
•Please revise to clarify here how you will inform shareholders if the Exchange
receives in-kind regulatory approval and if the Sponsor chooses to allow in-kind
creations and redemptions.
•Please confirm your understanding, consistent with the undertaking required by Item
512(a)(1)(iii) of Regulation S-K, that you will file a post-effective amendment to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such
information.
Delivery of Required Deposits, page 73
11.We note your revised disclosure in response to comment 13 that the Sponsor has the
authority to set or modify the cut-off time for purchase orders. We reissue our prior
comment in part.  Please revise to disclose the circumstances pursuant to which the
Sponsor may set or modify the cut-off time for purchase orders.
Redemption Procedures, page 74
12.We note your disclosure that the procedures by which an Authorized Participant can
redeem one or more Baskets mirror the procedures for the creation of Baskets.  Please

 FirstName LastNameCynthia Lo Bessette
 Comapany NameFidelity Wise Origin Bitcoin Trust
 January 5, 2024 Page 4
 FirstName LastName
Cynthia Lo Bessette
Fidelity Wise Origin Bitcoin Trust
January 5, 2024
Page 4
expand to provide detailed disclosure regarding the cash redemption order process and
procedures.
Exhibits
13.The legal opinion attached as Exhibit 5.1 relies on a legal opinion by Richards, Layton
& Finger, P.A. to the extent any of the opinions expressed therein relate to matters arising
under the laws of the State of Delaware. Please attach such legal opinion to the extent one
exists, or advise. Please also have counsel sign and date the opinion.
            Please 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 Irene Paik at 202-551-6553 or Sandra Hunter Berkheimer at 202-551-3758 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Morrison C. Warren

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

 December 29, 2023

VIA EDGAR CORRESPONDENCE

United States Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Fidelity Wise Origin Bitcoin Fund

    File No. 333-254652

Ladies and Gentlemen:

 Pursuant to a request
from the Staff of the Securities and Exchange Commission (the “Staff”), FD Funds Management LLC (the “Sponsor”) is providing the Staff with a draft of the Fact Sheet for the Fidelity Wise Origin Bitcoin Fund (the
“Trust”). The Sponsor notes that this Fact Sheet is preliminary and subject to further revision. Please also note that the Distributor for the Trust has not yet approved this Fact Sheet for use. The Sponsor has not yet made a
determination whether any Fact Sheet will be used in connection with the offering of the Trust’s Shares.

 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

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

 December 29, 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. 2 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 December 8, 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

Refer to your response to comment 2 in the correspondence filed for the Registration Statement on November 6, 2023. Please describe the
AML, KYC and any other procedures conducted by the Trust and the Sponsor in connection with purchasing bitcoin with the cash received from cash creations and in connection with selling bitcoin either for cash redemptions or to pay the expenses of
the Trust. In this regard, we note your disclosure on page 28.

 RESPONSE TO COMMENT 1

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

COMMENT 2 – COVER PAGE

Refer to your response to comment 3 in the correspondence filed for the Registration Statement on November 6, 2023. Please revise to
identify the initial Authorized Participant as an underwriter, disclose that you are offering an indeterminate number of shares and disclose the termination date of the offering, if any.

 United States Securities and Exchange Commission

Division of Corporation Finance

 December 29, 2023

 Page
 2

 RESPONSE TO COMMENT 2

The cover page of the Prospectus has been updated to include disclosure of the Trust’s initial Authorized Participant. The following
disclosure under “Plan of Distribution – Authorized Participants” discusses the status of the initial Authorized Participant with respect to initial purchase of Baskets:

Because new Shares can be created and issued on an ongoing basis, at any point during the life of the Trust, a “distribution,” as
such term is used in the 1933 Act, will be occurring. Authorized Participants, other broker-dealers and other persons are cautioned that some of their activities may result in their being deemed participants in a distribution in a manner that would
render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the 1933 Act. For example, the initial Authorized Participant will be a statutory underwriter with respect to the initial purchase of Baskets.
Any purchaser who purchases Shares with a view towards distribution of such Shares may be deemed to be a statutory underwriter. In addition, an Authorized Participant, other broker-dealer firm or its client will be deemed a statutory underwriter if
it purchases a basket from the Trust, breaks the basket down into the constituent Shares and sells the Shares to its customers; or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of
secondary market demand for the Shares. In contrast, Authorized Participants may engage in secondary market or other transactions in Shares that would not be deemed “underwriting.” For example, an Authorized Participant may act in the
capacity of a broker or dealer with respect to Shares that were previously distributed by other Authorized Participants. A determination of whether a particular market participant 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, and the examples mentioned above should not be considered a complete description of all the activities that would lead to designation as an
underwriter and subject them to the prospectus-delivery and liability provisions of the 1933 Act.

 The cover page of the Prospectus has
been revised to clarify that the offering relates to an indeterminate amount of the Trust’s Shares. The cover page of the Prospectus already contains the following disclosure regarding the termination of the continuous offering: “The
offering is intended to be a continuous offering and is not expected to terminate until three years from the date of the original offering, unless extended as permitted by applicable rules under the 1933 Act.”

 United States Securities and Exchange Commission

Division of Corporation Finance

 December 29, 2023

 Page
 3

 COMMENT 3 – PROSPECTUS SUMMARY –
OVERVIEW OF THE TRUST

 Please revise your Prospectus Summary 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 TO COMMENT 3

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

COMMENT
 4 – RISK FACTORS – RISKS ASSOCIATED
WITH INVESTING IN THE TRUST – THE TRUST’S CUSTODIAN COULD BECOME
INSOLVENT OR BECOME SUBJECT TO A RECEIVERSHIP.

Please revise the risk factor entitled “The Trust’s Custodian could become insolvent or become subject to a receivership or
bankruptcy proceeding, which may result in a loss of or delay in access to the Trust assets” to address the risks associated with having to replace the Custodian. Please also revise to address the risks associated with business failure or
interruption, default, failure to perform, security breach or other problems affecting the Custodian.

 RESPONSE TO
COMMENT 4

 The Sponsor refers the Staff to the existing risk factor, “The Sponsor may need to find and appoint a
replacement custodian quickly, which could pose a challenge to the safekeeping of the Trust’s bitcoin,” which addresses the risks to the Trust of needing to identify and engage a replacement custodian.

The risk factor has been revised to include the following in accordance with the Staff’s comment:

An actual or perceived business failure or interruption, default, failure to perform security breach or other problems affecting the Custodian
could harm the Trust’s operations, result in partial or total loss of the Trust’s assets, damage the Trust’s reputation and negatively affect the market perception of the effectiveness of the Trust, all of which could in turn reduce
demand for the Shares, resulting in a reduction in the price of the Shares.

 United States Securities and Exchange Commission

Division of Corporation Finance

 December 29, 2023

 Page
 4

 The Sponsor also refers the Staff to the risk factor “Security threats and
cyber-attacks could result in the halting of Trust operations and a loss of Trust assets or damage to the reputation of the Trust, each of which could result in a reduction in the price of the Shares,” which includes a more detailed
discussion of the risks of a cybersecurity breach at the Custodian or the Trust’s other service providers.

 COMMENT 5 –
THE TRUST AND BITCOIN PRICES – DESCRIPTION OF THE INDEX CONSTRUCTION AND
MAINTENANCE

 Refer to your response to comment 19 in the correspondence filed for the Registration Statement on
November 6, 2023. You state on page 56 that “[t]he Index market value is the volume-weighted median price of bitcoin in U.S. dollars over the previous sixty minutes, which is calculated by (1) ordering all individual transactions on
eligible spot markets over the previous sixty minutes by price, and then (2) selecting the price associated with the 50th percentile of total volume.” Please revise to disclose the pricing window used to determine NAV in connection with
redemptions and creations by disclosing the “previous sixty minutes” used in the calculation of NAV. For example, disclose whether the “previous sixty minutes” refers to 3:00 p.m. ET to 4:00 p.m. ET.

RESPONSE TO COMMENT 5

The disclosure has been revised to clarify that “previous sixty minutes” refers to 3:00 p.m. ET to 4:00 p.m. ET.

COMMENT 6 – CALCULATION OF NAV

We continue to evaluate your response to prior comment 22 in the correspondence filed for the Registration Statement on November 6, 2023
and may have further comment.

 RESPONSE TO COMMENT 6

The Trust acknowledges that the Staff may have further comments.

 United States Securities and Exchange Commission

Division of Corporation Finance

 December 29, 2023

 Page
 5

 COMMENT 7 – CALCULATION OF NAV

We note your revised disclosure on page 58 of the Registration Statement filed on November 6, 2023 regarding the calculation of the
intraday indicative value. Please revise to disclose how the Blockstream Crypto Data Feed Streaming Level I is calculated.

 RESPONSE
TO COMMENT 7

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

COMMENT 8 – CALCULATION OF NAV

Refer to your response to comment 21 in the correspondence filed for the Registration Statement on November 6, 2023. Please revise your
disclosure on page 58 to describe the policies and criteria that the Sponsor’s Valuation Committee has in place to select an alternative valuation method to calculate the net asset value of the Trust.

RESPONSE TO COMMENT 8

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

COMMENT 9 – ADDITIONAL INFORMATION ABOUT THE TRUST –
THE TRUST’S FEES AND EXPENSES

 We note your
revised disclosure on page 59 in the Registration Statement filed on November 6, 2023 regarding the sale of bitcoin to pay for the Trust’s expenses and liabilities and the Trust’s purchase of bitcoin. Please revise to disclose the
methodology of the Trust’s sales and purchases of bitcoin, including whether the Trust will pay the transaction cost of the sale when sold to pay for the Trust’s expenses and liabilities, such as the Sponsor fee. In addition, please revise
to clarify whether the Trust will use a liquidity provider, such as a prime broker. If so, please disclose whether a portion of the Trust’s bitcoin may be held with the liquidity provider and, if so, what portion.

RESPONSE TO COMMENT 9

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

COMMENT 10 – THE TRUST’S SERVICE PROVIDERS –
THE SPONSOR

 Refer to your response to comment 25 in the correspondence filed for the Registration Statement
on November 6, 2023. Please revise to clarify the Sponsor’s experience related to crypto assets by clarifying what you mean by “significant experience.”

 United States Securities and Exchange Commission

Division of Corporation Finance

 December 29, 2023

 Page
 6

 RESPONSE TO COMMENT 10

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

COMMENT 11 – CUSTODY OF THE TRUST’S ASSETS
– KEY STORAGE

 Refer to your response to comments 11 and 26 in the correspondence filed for the
Registration Statement on November 6, 2023. Please revise in section entitled “Custody of the Trust’s Assets – Key Storage” and on page 7 to disclose the percentage of private keys held in cold storage. In addition, please
revise your disclosure on page 65 to describe any instructions the Sponsor has given to the Custodian regarding air drops and forks.

RESPONSE TO COMMENT 11

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

COMMENT 12 – PLAN OF DISTRIBUTION – AUTHORIZED
PARTICIPANTS

 Refer to your response to comment 27 in the correspondence filed for the Registration Statement on
November 6, 2023. Please revise to identify by name all of the Authorized Participants with which you have an agreement at the time of effectiveness of the Registration Statement.

RESPONSE TO COMMENT 12

The Prospectus has been updated to include disclosure of the Trust’s Authorized Participants as of December 29, 2023.

COMMENT 13– CREATION AND REDEMPTION OF SHARES

Refer to your response to comment 29 in the correspondence filed for the Registration Statement on November 6, 2023. We note your
disclosure on page 69 that “[t]he Authorized Participant or its designee will normally send the required bitcoin in an ‘on chain’ transaction over the Bitcoin network.” Please revise to clarify what you mean by
“normally.” In addition, we note your revised disclosure on page 70 that “[i]n circumstances where purchase orders are due before 4:00 p.m. EST, Authorized Participants will not know the total Basket Deposit at the time they submit a
purchase order for the Basket.” Please revise to disclose the circumstances in which purchase orders will not be due before 4:00 p.m. EST.

 United States Securities and Exchange Commission

Division of Corporation Finance

 December 29, 2023

 Page
 7

 RESPONSE TO COMMENT 13

In accordance with guidance from the Staff in the SEC’s Division of Trading and Markets, the Sponsor has revised the creation and
redemption procedures to reflect an “all cash” model. Accordingly, all references to in-kind creation and redemption transactions have been removed from the Prospectus, including the disclosure
referenced in this comment. As a result, the first three sentences of the Staff’s comment are no longer applicable.

 With respect to
the remainder of the Staff’s comment, the disclosure has been updated to provide the context requested by the Staff.

 COMMENT 14
– CREATION AND REDEMPTION OF SHARES

 Refer to your response
to comment 30 in the correspondence filed for the Registration Statement on November 6, 2023. Please revise to disclose that the Authorized Participant’s designee is required to have an account with the Custodian in connection with in-kind creations. In addition, please disclose whether and under what circumstances the Authorized Participant will utilize an affiliate or third-party to transfer bitcoin to or receive bitcoin from the Custodian
in connection with creations and redemptions.

 RESPONSE TO COMMENT 14

In accordance with guidance from the Staff in the SEC’s Division of Trading and Markets, the Sponsor has revised the creation and
redemption procedures to reflect an “all cash” model. Accordingly, all references to in-kind creation and redemption transactions have been removed from the Prospectus, including the disclosure
referenced in this comment.

 United States Securities and Exchange Commission

Division of Corporation Finance

 December 29, 2023

 Page
 8

 COMMENT 15 – CREATION AND REDEMPTION
OF SHARES

 The Staff notes that you disclose in the “Creation and Redemption of Shares” section
that the creation and redemption of shares may be done in cash or in-kind. With respect to in-kind creations and redemptions, please revise here, in your risk factors
and in the summary to address the following:

•

 Please describe the risk that any registered broker-dealer that participates in the in-kind creation or redemption of shares for bitcoin may be unable to demonstrate compliance with the applicable requirements of the federal securities laws, including the Financial Responsibility Rules; and

•

 Please also describe the potential consequences to the broker-dealer, its customers and shareholders of the Trust
if any such broker-dealer is unable to comply with the federal securities laws, including the Financial Responsibility Rules, in connection with in-kind creation and redemption transactions

 RESPONSE TO COMMENT 15

In accordance with guidance from the Staff in the SEC’s Division of Trading and Markets, the Sponsor has revised the creation and
redemption procedures to reflect an “all cash” model. Accordingly, all references to in-kind creation and redemption transactions have been removed from the Prospectus, inc

United States securities and exchange commission logo
December 18, 2023
Cynthia Lo Bessette
President
Fidelity Wise Origin Bitcoin Trust
c/o FD Funds Management LLC
245 Summer Street V13E
Boston, MA 02210
Re:Fidelity Wise Origin Bitcoin Trust
Amendment No. 2 to Registration Statement on Form S-1
Filed December 8, 2023
File No. 333-254652
Dear Cynthia Lo Bessette:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 6, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1
General
1.Refer to your response to comment 2.  Please describe the AML, KYC and any other
procedures conducted by the Trust and the Sponsor in connection with purchasing bitcoin
with the cash received from cash creations and in connection with selling bitcoin either for
cash redemptions or to pay the expenses of the Trust.  In this regard, we note your
disclosure on page 28.
Cover Page
2.Refer to your response to comment 3.  Please revise to identify the initial Authorized
Participant as an underwriter, disclose that you are offering an indeterminate number of
shares and disclose the termination date of the offering, if any.

 FirstName LastNameCynthia Lo Bessette
 Comapany NameFidelity Wise Origin Bitcoin Trust
 December 18, 2023 Page 2
 FirstName LastName
Cynthia Lo Bessette
Fidelity Wise Origin Bitcoin Trust
December 18, 2023
Page 2
Prospectus Summary
Overview of the Trust, page 1
3.Please revise your Prospectus Summary 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.
Risk Factors
Risks Associated with Investing in the Trust
The Trust's Custodian could become insolvent or become subject to a receivership, page 32
4.Please revise this risk factor to address the risks associated with having to replace the
Custodian.  Please also revise to address the risks associated with business failure or
interruption, default, failure to perform, security breach or other problems affecting the
Custodian.
The Trust and Bitcoin Prices
Description of the Index Construction and Maintenance, page 54
5.Refer to your response to comment 19.  You state on page 56 that "[t]he Index market
value is the volume-weighted median price of bitcoin in U.S. dollars over the previous
sixty minutes, which is calculated by (1) ordering all individual transactions on eligible
spot markets over the previous sixty minutes by price, and then (2) selecting the price
associated with the 50th percentile of total volume."  Please revise to disclose the pricing
window used to determine NAV in connection with redemptions and creations by
disclosing the "previous sixty minutes" used in the calculation of NAV.  For example,
disclose whether the "previous sixty minutes" refers to 3:00 p.m. ET to 4:00 p.m. ET.
Calculation of NAV, page 57
6.We continue to evaluate your response to prior comment 22 and may have further
comment.
7.We note your revised disclosure on page 58 regarding the calculation of the intraday
indicative value.  Please revise to disclose how the Blockstream Crypto Data Feed
Streaming Level I is calculated.
8.Refer to your response to comment 21.  Please revise your disclosure on page 58 to
describe the policies and criteria that the Sponsor's Valuation Committee has in place to
select an alternative valuation method to calculate the net asset value of the Trust.

 FirstName LastNameCynthia Lo Bessette
 Comapany NameFidelity Wise Origin Bitcoin Trust
 December 18, 2023 Page 3
 FirstName LastName
Cynthia Lo Bessette
Fidelity Wise Origin Bitcoin Trust
December 18, 2023
Page 3
Additional Information About the Trust
The Trust's Fees and Expenses, page 59
9.We note your revised disclosure on page 59 regarding the sale of bitcoin to pay for the
Trust's expenses and liabilities and the Trust's purchase of bitcoin. Please revise to
disclose the methodology of the Trust's sales and purchases of bitcoin, including whether
the Trust will pay the transaction cost of the sale when sold to pay for the Trust's expenses
and liabilities, such as the Sponsor fee.  In addition, please revise to clarify whether the
Trust will use a liquidity provider, such as a prime broker.  If so, please disclose whether a
portion of the Trust's bitcoin may be held with the liquidity provider and, if so, what
portion.
The Trust's Service Providers
The Sponsor, page 62
10.Refer to your response to comment 25.  Please revise to clarify the Sponsor's
experience related to crypto assets by clarifying what you mean by "significant
experience."
Custody of the Trust's Assets
Key Storage, page 64
11.Refer to your response to comments 11 and 26.  Please revise here and on page 7 to
disclose the percentage of private keys held in cold storage.  In addition, please revise
your disclosure on page 65 to describe any instructions the Sponsor has given to the
Custodian regarding air drops and forks.
Plan of Distribution
Authorized Participants, page 67
12.Refer to your response to comment 27.  Please revise to identify by name all of the
Authorized Participants with which you have an agreement at the time of effectiveness of
the registration statement.
Creation and Redemption of Shares, page 68
13.Refer to your response to comment 29.  We note your disclosure on page 69 that
"[t]he Authorized Participant or its designee will normally send the required bitcoin in an
'on chain' transaction over the Bitcoin network."  Please revise to clarify what you mean
by "normally."  In addition, we note your revised disclosure on page 70 that
"[i]n circumstances where purchase orders are due before 4:00 p.m. EST, Authorized
Participants will not know the total Basket Deposit at the time they submit a purchase
order for the Basket."  Please revise to disclose the circumstances in which purchase
orders will not be due before 4:00 p.m. EST.

 FirstName LastNameCynthia Lo Bessette
 Comapany NameFidelity Wise Origin Bitcoin Trust
 December 18, 2023 Page 4
 FirstName LastName
Cynthia Lo Bessette
Fidelity Wise Origin Bitcoin Trust
December 18, 2023
Page 4
14.Refer to your response to comment 30.  Please revise to disclose that the Authorized
Participant's designee is required to have an account with the Custodian in connection
with in-kind creations.  In addition, please disclose whether and under what circumstances
the Authorized Participant will utilize an affiliate or third-party to transfer bitcoin to or
receive bitcoin from the Custodian in connection with creations and redemptions.
15.You disclose in this section that the creation and redemption of shares may be done in
cash or in-kind.  With respect to in-kind creations and redemptions, please revise here, in
your risk factors and in the summary to address the following:
•Please describe the risk that any registered broker-dealer that participates in the in-
kind creation or redemption of shares for bitcoin may be unable to demonstrate
compliance with the applicable requirements of the federal securities laws, including
the Financial Responsibility Rules; and
•Please also describe the potential consequences to the broker-dealer, its customers
and shareholders of the Trust if any such broker-dealer is unable to comply with the
federal securities laws, including the Financial Responsibility Rules, in connection
with in-kind creation and redemption transactions.
16.Please revise to add disclosure clarifying whether the Authorized Participant bears the risk
of bitcoin price movements with respect cash creations and redemptions.  Please add
related risk factor disclosure as appropriate.
17.Please revise to disclose the impact of the use of cash creations and redemptions on the
efficiency of the arbitrage mechanism and how this compares to the use of in-kind
creations and redemptions.
18.We note that with respect to in-kind creations and redemptions, your disclosure indicates
that deposits and withdrawals of bitcoin will be directly to/from the Custodian without the
use of an intermediary.  Please revise your disclosure to confirm the lack of aggregation in
orders, whether that will result in higher costs, and whether there will be any impact on
the efficiency of the creation and redemption process.  Please add related risk factor
disclosure as appropriate.
Creation Procedures, page 69
19.Refer to your response to comment 30.  Please revise to disclose a detailed description of
the mechanics of cash creations and redemptions, including what happens in situations in
which the value of bitcoin changes between the time of the Cash Creation Orders
and Cash Redemption Orders and how the Trust purchases and sells bitcoin in connection
with cash creations and cash redemptions.
Suspension of Orders, page 72
20.Refer to your response to comment 32.  Please disclose how you will notify Shareholders
if the Trust has suspended creations and redemptions.

 FirstName LastNameCynthia Lo Bessette
 Comapany NameFidelity Wise Origin Bitcoin Trust
 December 18, 2023 Page 5
 FirstName LastName
Cynthia Lo Bessette
Fidelity Wise Origin Bitcoin Trust
December 18, 2023
Page 5
Governing Law; Consent to Delaware Jurisdiction, page 81
21.Refer to your response to comment 55.  We note your disclosure on page 81 that "the
federal district courts of the United States of America shall be the exclusive forum for the
resolution of any complaint asserting a cause of action arising under the 1933 Act, or the
rules and regulations promulgated thereunder."  Please revise to state that investors cannot
waive compliance with the federal securities laws and the rules and regulations
thereunder.  In this regard, we note that Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder.
            Please 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 Sandra Hunter Berkheimer at 202-551-3758 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Morrison C. Warren

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

 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

United States securities and exchange commission logo
November 6, 2023
Cynthia Lo Bessette
President
Wise Origin Bitcoin Trust
c/o FD Funds Management LLC
245 Summer Street V13E
Boston, MA 02210
Re:Wise Origin Bitcoin Trust
Amendment No. 1 to Registration Statement on Form S-1
Filed October 17, 2023
File No. 333-254652
Dear Cynthia Lo Bessette:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 29, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
General
1.To the extent that you intend to use a fact sheet, please provide us a copy for our review.
2.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 counter-party in any transactions is not a sanctioned entity. To the extent that
the Trust, Sponsor, Authorized Participant or Custodian may not know the counter-party,
please add risk factor disclosure regarding the potential risk of transactions with a
sanctioned entity and the impact if such a transaction occurs.

 FirstName LastNameCynthia Lo Bessette
 Comapany NameWise Origin Bitcoin Trust
 November 6, 2023 Page 2
 FirstName LastName
Cynthia Lo Bessette
Wise Origin Bitcoin Trust
November 6, 2023
Page 2
Cover Page
3.Please revise your disclosure here to identify the initial Authorized Purchaser as an
underwriter, and disclose the initial price per Share.
Prospectus Summary
Overview, page 1
4.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.
5.Please revise to disclose here that Shareholders do not have voting rights.
6.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.
Bitcoin and the Bitcoin Network, page 1
7.Please revise to provide quantitative information that demonstrates the volatility of the
price of bitcoin.
Summary of Risk Factors, page 2
8.Refer to your response to comment 5 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.
The Trust's Investment Objective, page 2
9.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.
Pricing Information Available on the Exchange and Other Sources, page 4
10.Refer to your response to comment 7.  On page 4, you disclose that "[a]ny adjustments
made to the Index will be published on the Sponsor’s website at www.fidelity.com."
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

 FirstName LastNameCynthia Lo Bessette
 Comapany NameWise Origin Bitcoin Trust
 November 6, 2023 Page 3
 FirstName LastNameCynthia Lo Bessette
Wise Origin Bitcoin Trust
November 6, 2023
Page 3
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.
Custody of the Trust's Assets, page 6
11.Refer to your response to comment 9.  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.
12.Please revise to disclose here 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.
The Trust's Fees and Expenses, page 6
13.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.
14.Please expand this section to describe the mechanics of how the Trust’s bitcoin will be
exchanged for U.S. dollars to pay the Trust’s expenses and liabilities, including whether

 FirstName LastNameCynthia Lo Bessette
 Comapany NameWise Origin Bitcoin Trust
 November 6, 2023 Page 4
 FirstName LastNameCynthia Lo Bessette
Wise Origin Bitcoin Trust
November 6, 2023
Page 4
the Custodian will use a third party or affiliate to assist in the sale of the Trust’s bitcoins,
and, if so, disclose any risks or conflicts of interests that may exist in connection with how
the Custodian arranges for the sale of the Trust’s bitcoin.
Risk Factors
Risks Associated with Bitcoin and the Bitcoin Network
Operational cost may exceed the award for solving blocks or transaction fees, page 23
15.Please expand this risk factor to address the maximum number of bitcoins that may be
released into circulation and the number of bitcoin currently in circulation.
Bitcoin mining activities are energy-intensive, page 25
16.Please expand this risk factor to address the reasons why bitcoin mining may implicate
different risks than other crypto asset mining such as the differences in proof-of-work and
proof-of-stake, and revise to discuss in greater detail regulations that states have passed or
are currently considering that impact crypto asset mining.
Risks Associated with Investing in the Trust
The development and commercialization of the Trust, page 32
17.Refer to your response to comment 5.  We note your disclosure on page 32 that "the
Sponsor’s competitors may commercialize a product involving bitcoin more rapidly or
effectively than the Sponsor is able to, which could adversely affect the Sponsor’s
competitive position, the likelihood that the Trust will achieve initial market acceptance
and the Sponsor’s ability to generate meaningful revenues from the Trust, which in turn
could cause the Sponsor to dissolve and terminate the Trust."  Please revise to quantify or
otherwise describe what "meaningful revenues" means.
The Trust and Bitcoin Prices
Description of Index Construction and Maintenance, page 51
18.Refer to your response to comment 7.  We note your disclosure that "[t]he Committee may
from time to time add or remove other digital asset trading platforms from the Index
calculation without prior notice to the Trust or the Shareholders, and the Trust will not
notify Shareholders of any such addition or removal."  Please tell us why you believe that
it is not necessary to notify Shareholders regarding a change to the Index to satisfy your
Exchange Act reporting obligations.  In addition, please disclose, if true, that the
Committee reviews the Index every six months for potential updates, and please disclose
how you will notify Shareholders of material changes to the Index.  In this regard, we note
the June 2021 Index Methodology Document on the Index Provider's website.
19.Refer to your response to comment 7.  Please revise to disclose the pricing window that is
used to determine the composite bitcoin price.
20.Please include a brief description of each of the crypto asset exchanges used in the

 FirstName LastNameCynthia Lo Bessette
 Comapany NameWise Origin Bitcoin Trust
 November 6, 2023 Page 5
 FirstName LastNameCynthia Lo Bessette
Wise Origin Bitcoin Trust
November 6, 2023
Page 5
calculation of the Index, including where they are located and how they are licensed or
regulated.
21.Please disclose what policies or procedures you have in place if the Index becomes
unavailable or if the Sponsor determines that the Index does not reflect the accurate
bitcoin price.
Calculation of NAV, page 53
22.We acknowledge your response to comment 8 and that for purposes of your financial
statements, you will utilize a pricing source that is consistent with GAAP, as of the
financial statement measurement date.  Please tell us and revise your next amendment to
address the following:

•Include a description of how you will identify and determine the pricing source based
on your consideration of the fair value measurement framework in ASC 820-10 and
the principal or most advantageous market for GAAP purposes.
•The specific markets in which you and your Authorized Participants expect to
transact and identify them by type.  In that regard, we note that ASC 820-10-235-36A
includes definitions of four types of markets (e.g. brokered, dealer, exchange, and
principal to principal markets).
•If you and your Authorized Participants plan to transact in any, or all, of the specific
exchanges listed on page 51 of the amendment that are used by the Index Provider.
•How your determination of “a principal market” and or index for bitcoin is consistent
with “your principal market” that you will have access to and will normally transact
in.  Refer to ASC 820-10-35-5A and ASC 820-10-35-6A.
23.We note your disclosure on page 54 regarding the pause between 4:00pm EST and
5:30pm EST (or later) to algorithmically detect, flag, investigate and correct unusual
pricing should it occur.  Please revise to clarify who is responsible for monitoring for
unusual pricing, who can correct the price, and how any such correction would impact the
Index Price and/or NAV.
Amendments, page 57
24.Please revise to disclose how Shareholders will be notified of material changes to the
Trust Agreement.
The Trust's Service Providers
The Sponsor, page 57
25.Please discuss here the Sponsor's experience sponsoring exchange traded funds and
specifically its experience related to crypto asset markets.
Custody of the Trust's Assets, page 59
26.Please revise your disclosure here or on page 75 to include a materially complete

 FirstName LastNameCynthia Lo Bessette
 Comapany NameWise Origin Bitcoin Trust
 November 6, 2023 Page 6
 FirstName LastNameCynthia Lo Bessette
Wise Origin Bitcoin Trust
November 6, 2023
Page 6
discussion of your custody arrangements.  For example, disclose the term and termination
provisions of the Custodial Services Agreement, the "multi-person and multi-
organizational access controls" that the Custodian uses for the Trust's private keys, the
procedures for moving the Trust's assets out of cold storage in connection with
redemptions and the payment of the Trust's expenses, the procedures for moving bitcoin
into cold storage in connection with creations, the percentage of the Trust's assets and
private keys held in cold storage, the geographic location of where the Trust's assets will
be stored, the instructions that the Sponsor has provided to the Custodian regarding
airdrops or forks.  In this regard, we note that you have provided a summary of your
custody procedures on page 6 but you should discuss your custody procedures in greater
detail here or on page 75 or include cross-references to where investors can find such
disclosure.
Plan of Distribution, page 61
27.Please identify by name all of the Authorized Participants with which you have an
agreement at the time of effectiveness of the registration statement.
Creation and Redemption of Shares, page 62
28.Refer to your response to comment 10.  We note your disclosure on page 62 that Baskets
"generally" are only made in exchange for delivery to the Trust or the distribution by the
Trust of the amount of Bitcoin represented by the Baskets being created or redeemed.
Please disclose the situations in which the Baskets will be made for another purpose.
29.Refer to your response to comment 10.  We note your disclosure that the delivery of
bitcoin to the Custodian or to an Authorized Participant "may" settle on the Bitcoin
network.  Please revise to clarify whether all creation and redemption transactions will be
settled on-chain.
30.Please provide a detailed discussion of the mechanics of the creation and redemption
transactions, including whether your Authorized Participants will be required to maintain
an account with your Custodian, whether and how the Authorized Participants are able to
participate directly in the acquisition, transfer or receipt of bitcoin and whether and to
what extent creation and redemption transactions will be settled on-chain or off-chain and
any risks associated with the settlement process.  Please describe the specifics of how an
Authorized Participant will "facilitate the deposit of bitcoin with the Trust," including the
various steps necessary to transfer the bitcoin to its ultimate storage location with the
Custodian, and whether and under what circumstances the Authorized Participant will
utilize an affiliate or

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

 October 17, 2023

VIA EDGAR CORRESPONDENCE

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 Wise Origin Bitcoin Trust File No. 333-254652

 Dear Mss. Bednarowski and Berkheimer:

This letter responds to your comments regarding the registration statement filed on Form S-1 for
the Wise Origin Bitcoin Trust (the “Trust”) with the Staff of the Securities and Exchange Commission (the “Staff”) on March 24, 2021 (the “Registration Statement”). Capitalized terms used
herein, but not otherwise defined, have the meanings ascribed to them in the Registration Statement.

 COMMENT 1 –
GENERAL

 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.

RESPONSE TO COMMENT 1

The Sponsor, on behalf of the Trust, acknowledges the comments and looks forward to working with the Staff. The Sponsor, on behalf of the Trust, has filed Pre-Effective Amendment No. 1 to the Registration Statement (the “Amendment”) on or about the date hereof in order to respond to the Staff’s comments and make other updates to the
Registration Statement to reflect developments since the time the Registration Statement was originally filed.

 United States Securities and Exchange Commission

Division of Corporation Finance

 October 17, 2023

 Page
 2

 COMMENT 2 – GENERAL

Please disclose all omitted information as soon as it has been determined. By way of example, we note that you omit the identification of the
initial Authorized Participant, the Exchange, the Transfer Agent, the Marketing Agent and the cash custodian, as well as inclusion of the material agreements as exhibits to the Registration Statement. Please revise to include this information in a
subsequent amendment to the Registration Statement. Please also acknowledge that the Staff will need sufficient time to review this information when it is included in a subsequent amendment.

RESPONSE TO COMMENT 2

Pursuant to the Staff’s request, the Registration Statement and the preliminary prospectus included therein have been updated to disclose
all information available at this time. Remaining omitted information will be disclosed in a further pre-effective amendment to the Registration Statement as soon as practicable but in any case before the
Sponsor, on behalf of the Trust, requests acceleration of the effectiveness of the Registration Statement. The Sponsor will endeavor to include forms of omitted exhibits in one or more further pre-effective
amendment to the Registration Statement as soon as practicable. The Sponsor confirms the Registration Statement will be amended with executed agreements prior to the time of its request for acceleration of effectiveness of the Registration
Statement. The Sponsor acknowledges that the Staff will need time to review such information.

 COMMENT 3 – GENERAL

The Staff refers the Trust to the Staff’s December 2022 Sample Letter to Companies Regarding Recent Developments in Crypto Asset Markets,
located 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 the Trust’s facts and circumstances and
revise the disclosure accordingly.

 A. Provide disclosure of any significant crypto asset market developments material to
understanding or assessing your business, financial condition and results of operations, or share price since your last reporting period, including any material impact from the price volatility of crypto assets.

 United States Securities and Exchange Commission

Division of Corporation Finance

 October 17, 2023

 Page
 3

 B. To the extent material, discuss how the bankruptcies of XX and XX and the
downstream effects of those bankruptcies have impacted or may impact your business, financial condition, customers, and counterparties, either directly or indirectly. Clarify whether you have material assets that may not be recovered due to the
bankruptcies or may otherwise be lost or misappropriated.

 C. If material to an understanding of your business, describe
any direct or indirect exposures to other counterparties, customers, custodians, or other participants in crypto asset markets known to:

•

 Have filed for bankruptcy, been decreed insolvent or bankrupt, made any assignment for the benefit of creditors,
or have had a receiver appointed for them.

•

 Have experienced excessive redemptions or suspended redemptions or withdrawals of crypto assets.

•

 Have the crypto assets of their customers unaccounted for.

•

 Have experienced material corporate compliance failures.

D. If material to an understanding of your business, discuss any steps you take to safeguard your customers’ crypto assets
and describe any policies and procedures that are in place to prevent self-dealing and other potential conflicts of interest. Describe any policies and procedures you have regarding the commingling of assets, including customer assets, your assets,
and those of affiliates or others. Identify what material changes, if any, have been made to your processes in light of the current crypto asset market disruption.

E. Disclose whether you have experienced excessive redemptions or withdrawals, or have suspended redemptions or withdrawals, of
crypto assets and explain the potential effects on your financial condition and liquidity.

 F. We note that you own or have
issued crypto assets and/or hold crypto assets on behalf of third parties. To the extent material, explain whether these crypto assets serve as collateral for any loan, margin, rehypothecation, or other similar activities to which you or your
affiliates are a party. If so, identify and quantify the crypto assets used in these financing arrangements and disclose the nature of your relationship for loans with parties other than third-parties. State whether there are any encumbrances on the
collateral. Discuss whether the current crypto asset market disruption has affected the value of the underlying collateral.

 United States Securities and Exchange Commission

Division of Corporation Finance

 October 17, 2023

 Page
 4

 G. To the extent material, explain whether, to your knowledge, crypto assets
you have issued serve as collateral for any other person’s or entity’s loan, margin, rehypothecation or similar activity. If so, discuss whether the current crypto asset market disruption has impacted the value of the underlying collateral
and explain any material financing and liquidity risk this raises for your business.

 H. Describe any material risk to you,
either direct or indirect, due to excessive redemptions, withdrawals, or a suspension of redemptions or withdrawals, of crypto assets. Identify any material concentrations of risk and quantify any material exposures.

I. To the extent material, discuss any reputational harm you may face in light of the recent disruption in the crypto asset
markets. For example, discuss how market conditions have affected how your business is perceived by customers, counterparties, and regulators, and whether there is a material impact on your operations or financial condition.

J. We note that you are not authorized or permitted to offer your products and services to customers outside of the
jurisdictions where you have obtained the required governmental licenses and authorizations. Describe any material risks you face from unauthorized or impermissible customer access to your products and services outside of those jurisdictions.
Describe any steps you take to restrict access of U.S. persons to your products and services and any related material risks.

K. Describe any material risks to your business from the possibility of regulatory developments related to crypto assets and
crypto asset markets. Identify material pending crypto legislation or regulation and describe any material effects it may have on your business, financial condition, and results of operations.

L. Describe any material risks you face related to the assertion of jurisdiction by U.S. and foreign regulators and other
government entities over crypto assets and crypto asset markets.

 United States Securities and Exchange Commission

Division of Corporation Finance

 October 17, 2023

 Page
 5

 M. Describe any material risks related to safeguarding your, your
affiliates’, or your customers’ crypto assets. Describe any material risks to your business and financial condition if your policies and procedures surrounding the safeguarding of crypto assets, conflicts of interest, or comingling of
assets are not effective.

 N. To the extent material, describe any gaps your board or management have identified with
respect to risk management processes and policies in light of current crypto asset market conditions as well as any changes they have made to address those gaps.

O. Describe any material financing, liquidity, or other risks you face related to the impact that the current crypto asset
market disruption has had, directly or indirectly, on the value of the crypto assets you use as collateral or the value of your crypto assets used by others as collateral.

P. To the extent material, describe any of the following risks due to disruptions in the crypto asset markets:

•

 Risk from depreciation in your stock price.

•

 Risk of loss of customer demand for your products and services.

•

 Financing risk, including equity and debt financing.

•

 Risk of increased losses or impairments in your investments or other assets.

•

 Risks of legal proceedings and government investigations, pending or known to be threatened, in the United States
or in other jurisdictions against you or your affiliates.

•

 Risks from price declines or price volatility of crypto assets.

 United States Securities and Exchange Commission

Division of Corporation Finance

 October 17, 2023

 Page
 6

 RESPONSE TO COMMENT 3

Please refer to the Trust’s responses below.

A. The Trust refers the Staff to the “Risk Factors” section, and more specifically, the risk factor entitled
“Recent developments in the digital asset economy have led to extreme volatility and disruption in digital asset markets, a loss of confidence in participants of the digital asset ecosystem, significant negative publicity surrounding
digital assets broadly and market-wide declines in liquidity,” which discusses the implications of recent developments in the crypto asset market. As the Trust has no operating history, these developments have not had any impact on the
financial condition and results of operations. To the extent similar events occur in the future and have such an impact, appropriate disclosure would be included in the Trust’s periodic reports filed pursuant to the Securities Exchange Act of
1934 of in a prospectus or prospectus supplement, as applicable.

 B. The Trust has not yet commenced operations. The
Sponsor confirms that none of the service providers that the Trust has engaged or contemplates engaging have been materially affected by any prominent bankruptcies and other notable events in the digital asset industry, including, for the avoidance
of doubt, events surrounding FTX and Terra Labs. However, the Amendment includes significant disclosure of these events and their effect on bitcoin, digital assets, and the digital asset industry generally.

C. The Trust refers the Staff to its response to Response 3(B) above. The Sponsor also notes that the disclosure has been
updated to describe the recent regulatory events surrounding Binance and the effects those have had on the digital asset industry generally.

D. With respect to the safeguarding of the Trust’s crypto assets, the Sponsor refers the Staff to the disclosure in the
prospectus under the heading “Custody of the Trust’s Assets”, which includes a description of the safekeeping procedures used by the Trust’s Custodian to hold the Trust’s bitcoin. With respect to policies and procedures that
are in place to prevent self-dealing and other potential conflicts of interest, the Sponsor refers the Staff to the disclosure in the prospectus under the heading “Conflicts of Interest” and the response to Comment 12 below.

 United States Securities and Exchange Commission

Division of Corporation Finance

 October 17, 2023

 Page
 7

 E. As the Trust has not commenced operations, this comment is inapplicable to
the Trust and the Registration Statement.

 F. The Trust will not issue crypto assets or hold crypto assets on behalf of
third parties. Accordingly, the Sponsor does not believe this comment is applicable to the Trust and the Registration Statement.

G. The Trust will not issue crypto assets. Accordingly, the Sponsor does not believe this comment is applicable to the Trust
and the Registration Statement.

 H. The Trust refers the Staff to the sections entitled “Risk Factors” and
“Suspension or Rejection of Redemption Orders” in the Registration Statement, which discuss the risks of excessive redemptions, withdrawals, or a suspension of redemptions or withdrawals. In particular, please refer to the Risk Factors
“The Trust is new, and if it is not profitable, the Trust may terminate and liquidate at a time that is disadvantageous to Shareholders,” and “Shareholders may be adversely affected by creation or redemption orders
that are subject to postponement, suspension or rejection under certain circumstances.”

 I. The sole purpose
of the Trust is to hold bitcoin for the benefit of its Shareholders. The Trust does not engage in any other activities in the crypto asset markets. Therefore, the Sponsor does not view the risk of any reputational harm as material in light of the
circumstances. The Registration Statement includes disclosure on how disruptions such as those recently experienced in crypto asset markets could affect bitcoin, digital assets, and the digital asset industry. For example, please refer to the Risk
Factor “The trading prices of many digital assets, including bitcoin, have experienced extreme volatility in recent periods and may continue to do so. Extreme volatility in the future, including further declines in the trading prices of
bitcoin, could have a material adverse effect on the value of the Shares and the Shares could lose all or substantially all of their value.”

J. The Shares of the Trust are offered and sold only to Authorized Participants who are registered broker-dealers under the
Securities Exchange Act of 1934, members of the Financial Industry Regulatory Authority Inc. and have been confirmed to be U.S. Persons.

 United States Securities and Exchange Commission

Division of Corporation Finance

 October 17, 2023

 Page
 8

 K. The Trust refers the Staff to the section entitled “Risk
Factors” in the Registration Statement, including, but not limited to the following risk factors: “Regulatory Risk”, “It may be illegal now, or in the future, to acquire, own, hold, sell or use digital assets
in one or more countries”, and “Future regulations may require the Trust or the Sponsor to become registered, which may cause the Trust to liquidate.”

L. The Trust refers the Staff to the section entitled “Risk Factors” in the Registration Statement, including, but
not limited to the following risk factors: “Regulatory Risk” and “Future and current regulations by a United States or foreign government or quasi-governmental agencies could have an adverse effect on an investment
in the Trust.”

 M. The Trust refers the Staff to the following Sections of the Registration Sta

United States securities and exchange commission logo
September 29, 2023
Peter Jubber
President
Wise Origin Bitcoin Trust
c/o FD Funds Management LLC
245 Summer Street V13E
Boston, MA 02210
Re:Wise Origin Bitcoin Trust
Registration Statement on Form S-1
Filed March 24, 2021
File No. 333-254652
Dear Peter Jubber:
            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 initial Authorized
Participant, the Exchange, the Transfer Agent, the Marketing Agent and the cash
custodian, as well as inclusion of the material agreements as exhibits to the registration

 FirstName LastNamePeter Jubber
 Comapany NameWise Origin Bitcoin Trust
 September 29, 2023 Page 2
 FirstName LastName
Peter Jubber
Wise Origin Bitcoin Trust
September 29, 2023
Page 2
statement.  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, page 8
4.Provide a materially complete description of the risks related to bitcoin and the bitcoin
network, including, for example, the risks presented by the environmental risks from
bitcoin mining and the use of bitcoin in illicit transactions.
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.
6.Please discuss in your risk factors the extent to which material aspects of the business and
operations of bitcoin trading platforms are not regulated.  Also discuss the risks of
manipulation, front-running, security failures or operational problems at bitcoin trading
platforms.
The Trust and Bitcoin Prices
Description of the Index Construction and Maintenance, page 39
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 comprising the index used to calculate the Fidelity Bitcoin Index
PR;
•Explain how the identified trading platforms are selected and describe how Fidelity
Bitcoin Index PR is calculated by showing 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
the investor of such changes.

 FirstName LastNamePeter Jubber
 Comapany NameWise Origin Bitcoin Trust
 September 29, 2023 Page 3
 FirstName LastName
Peter Jubber
Wise Origin Bitcoin Trust
September 29, 2023
Page 3
Calculation of NAV, page 40
8.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.
Custody of the Trust's Assets, page 46
9.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 Custodian;
•Describe how the 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 Custodian carries insurance for any losses of
the bitcoin that it custodies for you.
Creation and Redemption of Shares, page 48
10.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;
•Clarify whether the Sponsor may generally suspend creations, and, if so, the
circumstances under which it may do so; and
•Describe the mechanics of how the creation and redemption process will work
between the Trust, the Authorized Participants and the Custodian, including a
discussion of whether and to what extent creation and redemption transactions will be
settled on-chain or off-chain, and any risks associated with the settlement process.
11.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.
Conflicts of Interest, page 53
12.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

 FirstName LastNamePeter Jubber
 Comapany NameWise Origin Bitcoin Trust
 September 29, 2023 Page 4
 FirstName LastName
Peter Jubber
Wise Origin Bitcoin Trust
September 29, 2023
Page 4
bitcoin-related transactions that apply to your employees, the Sponsor, or any of its
affiliates.
Experts, page 60
13.Please revise to include this information in your next amendment, or tell us when you
intend to do so.
Financial Statements, page 67
14.We note your disclosure that your audited financial statements will be provided by
amendment.  Please confirm you will file these audited financial statements in a pre-
effective amendment 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 Sandra Hunter Berkheimer at 202-551-3758 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets