SecProbe.io

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 bit20250730_corresp.htm

 iShares Bitcoin Trust ETF

 c/o iShares Delaware Trust Sponsor LLC

 400 Howard Street

 San Francisco, CA 94105

 VIA EDGAR

 Ms. Sonia Bednarowski, Esq.

 Ms. Sandra Hunter Berkheimer, Esq.

 Office of Crypto Assets

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 July 30, 2025

 Re:

 Request for Acceleration of Effectiveness
 iShares ® Bitcoin Trust ETF
 Post-Effective Amendment No. 2 to Registration Statement on Form S-1 on Form S-3

 File No. 333-272680

 Dear Ms. Bednarowski and Ms. Berkheimer:

 In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), iShares Bitcoin Trust ETF (the “Trust”) hereby requests that the effectiveness for the above-captioned Post-Effective Amendment No. 2 to Registration Statement on Form S-1 on Form S-3 (as amended through the date hereof) filed under the Securities Act be accelerated to 5:00 p.m., New York City time, on July 31, 2025, or as soon thereafter as practicable. The Trust hereby confirms that it is aware of its obligations under the Securities Act and the Securities Exchange Act of 1934, as amended.

 Should you have any questions or require any additional information with respect to this filing, please contact Clifford R. Cone at (212) 878-3180 or Jason D. Myers at (212) 878-8324.

 Sincerely,

 iShares Delaware Trust Sponsor LLC

 Sponsor of iShares Bitcoin Trust ETF

 By:

 /s/ Bryan Bowers

 Name:

 Bryan Bowers

 Title:

 Director and Chief Financial Officer

 cc:

 Marisa Rolland, BlackRock, Inc.

 Adithya Attawar, BlackRock, Inc.

 Clifford R. Cone, Clifford Chance US LLP

 Jason D. Myers, Clifford Chance US LLP

 Tae Ho Cho, Clifford Chance US LLP

 Jesse Overall, Clifford Chance US LLP

 Etherial Edetan, Clifford Chance US LLP

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 ex_815194.htm

 CLIFFORD CHANCE US LLP

 TWO MANHATTAN WEST
 375 9TH AVENUE
 NEW YORK, NY 10001

 TEL +1 212 878 8000
 FAX +1 212 878 8375

 www.cliffordchance.com

 May 9, 2025

 VIA EDGAR

 Ms. Sonia Bednarowski, Esq.

 Ms. Sandra Hunter Berkheimer, Esq.

 Office of Crypto Assets

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 iShares Bitcoin Trust ETF

 Post-Effective Amendment No. 2 to Registration Statement on Form S-1

 Filed February 3, 2025

 File No. 333-272680

 Dear Ms. Bednarowski and Ms. Berkheimer:

 On behalf of our client, iShares® Bitcoin Trust ETF (the “Trust”), set forth below is the Trust’s response to the comment received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) by letter dated February 12, 2025 (the “Comment Letter”) in connection with the Trust’s Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration Statement”), which was filed with the SEC on February 3, 2025. Concurrently with the filing of this response letter, the Trust is filing Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 on Form S-3 (the “Amended Registration Statement”). Where noted in the response below, the Amended Registration Statement has been updated in response to the Staff’s comment. Defined terms used herein but not otherwise defined have the meanings ascribed to them in the Amended Registration Statement.

 All page references in the responses below are to the pages of a marked copy of the Amended Registration Statement, which was submitted today by the Trust via EDGAR, unless otherwise specified.

 CLIFFORD CHANCE US LLP

 Ms. Sonia Bednarowski, Esq.

 Ms. Sandra Hunter Berkheimer, Esq.

 United States Securities and Exchange Commission

 May 9, 2025

 Page 2

 Post-Effective Amendment No. 2 to Registration Statement on Form S-1

 General

 1.

 We note your disclosure on page 36 that only certain Authorized Participants have the ability, through their affiliates, to support in-kind creation and redemption activity. Please disclose whether any of your current Authorized Participants are able to support in-kind creation and redemption activity.

 In response to the Staff’s comment, the Trust supplementally undertakes to identify the Trust’s Authorized Participants, as of the effectiveness of the Amended Registration Statement, that are able to support in-kind creation and redemption activity on pages 15, 85 and 115 of the prospectus once the Trust has entered into agreements that give such Authorized Participants the ability to conduct creations and redemptions in-kind for bitcoin in addition to conducting creations and redemptions for cash.

 Should the Staff have any additional questions or comments regarding any of the foregoing, please do not hesitate to call me at (212) 878-3180 or Jason D. Myers at (212) 878-8324.

 Sincerely,

 /s/ Clifford R. Cone

 Clifford R. Cone

 cc:

 Marisa Rolland, BlackRock, Inc.

 Adithya Attawar, BlackRock, Inc.

 Jason D. Myers, Clifford Chance US LLP

 Tae Ho Cho, Clifford Chance US LLP

 Jesse Overall, Clifford Chance US LLP

 Etherial Edetan, Clifford Chance US LLP

February 12, 2025
Shannon Ghia
Chief Executive Officer
iShares Bitcoin Trust ETF
c/o iShares Delaware Trust Sponsor LLC
400 Howard Street
San Francisco, CA 94105
Re:iShares Bitcoin Trust ETF
Post-Effective Amendment No. 2 to Registration Statement on Form S-1
Filed February 3, 2025
File No. 333-272680
Dear Shannon Ghia:
            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.
Post-Effective Amendment No. 2 to Registration Statement on Form S-1
General
1.We note your disclosure on page 36 that only certain Authorized Participants have the
ability, through their affiliates, to support in-kind creation and redemption activity.
Please disclose whether any of your current Authorized Participants are able to
support in-kind creation and redemption activity.
            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

February 12, 2025
Page 2
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 Sandra Hunter Berkheimer at
202-551-3758 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

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			CLIFFORD CHANCE US LLP

			31 WEST 52ND STREET

			NEW YORK, NY 10019-6131

			TEL +1 212 878 8000

			FAX +1 212 878 8375

			www.cliffordchance.com

			VIA EDGAR

			Mr. Justin Dobbie, Esq.

			Ms. Sonia Bednarowski, Esq.

			Office of Crypto Assets

			United States Securities and Exchange Commission

			Division of Corporation Finance

			100 F Street, N.E.

			Washington, D.C. 20549

			Direct Dial: +1 212 878-3180

			E-mail: clifford.cone@cliffordchance.com

			 January 9, 2023

			Re:

			iShares® Bitcoin Trust

Amendment No. 8 to Registration Statement on Form S-1

File No. 333-272680

Dear Mr. Dobbie and Ms. Bednarowski:

On behalf of our client, the iShares Bitcoin Trust (the “Trust”), we transmit for filing under the Securities Act of 1933, as amended, the Trust’s Amendment No. 8 to Registration Statement on Form S-1 (the “Amended Registration Statement”) relating to the initial public offering of the the Trust’s shares representing fractional undivided beneficial interests in its net assets.

The Trust supplementally advises the Staff that the only changes to this Amended Registration Statement are the following:

			1.

			to lower the Sponsor’s Fee from 0.30% of the net asset value of the Trust to 0.25% of the net asset value of the Trust;

			2.

			to adjust the fee waiver from 0.20% of the net asset value of the Trust for the first $5.0 billion of the Trust’s assets to 0.12% of the net asset value of the Trust for the first $5.0 billion of the Trust’s assets (the term of the fee waiver remains unchanged and will be in effect for a twelve-month period commencing on the day the Shares are initially listed on NASDAQ); and

			3.

			to update the “Hypothetical Calculation of NAV” chart on page 67 of the prospectus to reflect the foregoing Sponsor’s Fee and fee waiver adjustments.

If you have any questions regarding the foregoing, please do not hesitate to call me at (212) 878-3180.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

January 9, 2023

Page 2

			Sincerely,

			/s/ Clifford R. Cone

			Clifford R. Cone

			cc:

			Marisa Rolland, BlackRock, Inc.

Adithya Attawar, BlackRock, Inc.

Jason D. Myers, Clifford Chance US LLP

Tae Ho Cho, Clifford Chance US LLP

Jesse Overall, Clifford Chance US LLP

Etherial Edetan, Clifford Chance US LLP

CORRESP
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iShares Bitcoin Trust

c/o iShares Delaware Trust Sponsor LLC

400 Howard Street

San Francisco, CA 94105

January 9, 2024

VIA EDGAR

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

Office of Crypto Assets

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			Re:

			Request for Acceleration of Effectiveness

			iShares® Bitcoin Trust

			Registration Statement on Form S-1

			File No. 333-272680

Dear Mr. Dobbie and Ms. Bednarowski:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), iShares Bitcoin Trust (the “Trust”) hereby requests that the effectiveness for the above-captioned Registration Statement on Form S-1 (as amended through the date hereof) filed under the Securities Act be accelerated to 5:00 p.m., New York City time, on January 10, 2024, or as soon thereafter as practicable. The Trust hereby confirms that it is aware of its obligations under the Securities Act and the Securities Exchange Act of 1934, as amended.

Should you have any questions or require any additional information with respect to this filing, please contact Clifford R. Cone at (212) 878-3180 or Jason D. Myers at (212) 878-8324.

			Sincerely,

			iShares Delaware Trust Sponsor LLC

			Sponsor of iShares Bitcoin Trust

			By:    /s/ Shannon Ghia

			Name:    Shannon Ghia

			Title: Director, President and Chief Executive Officer

			cc:

			Marisa Rolland, BlackRock, Inc.

			Adithya Attawar, BlackRock, Inc.

			Clifford R. Cone, Clifford Chance US LLP

			Jason D. Myers, Clifford Chance US LLP

			Tae Ho Cho, Clifford Chance US LLP

			Jesse Overall, Clifford Chance US LLP

			Etherial Edetan, Clifford Chance US LLP

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			CLIFFORD CHANCE US LLP

			31 WEST 52ND STREET

			NEW YORK, NY 10019-6131

			TEL +1 212 878 8000

			FAX +1 212 878 8375

			www.cliffordchance.com

			VIA EDGAR

			Mr. Justin Dobbie, Esq.

			Ms. Sonia Bednarowski, Esq.

			Office of Crypto Assets

			United States Securities and Exchange Commission

			Division of Corporation Finance

			100 F Street, N.E.

			Washington, D.C. 20549

			January 9, 2024

			Re:

			iShares Bitcoin Trust

			Amendment No. 6 to Registration Statement on Form S-1

			Filed January 8, 2024

			File No. 333-272680

Dear Mr. Dobbie and Ms. Bednarowski:

On behalf of our client, iShares® Bitcoin Trust (the “Trust”), set forth below are the Trust’s responses to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) by letter dated January 8, 2024 (the “Comment Letter”) in connection with the Trust’s Amendment No. 6 to the Registration Statement on Form S-1 (the “Registration Statement”), which was filed with the SEC on January 8, 2024. Concurrently with the filing of this response letter, the Trust is filing Amendment No. 7 to the Registration Statement (the “Amended Registration Statement”). Where noted in the responses below, the Amended Registration Statement has been updated in response to the Staff’s comments. Defined terms used herein but not otherwise defined have the meanings ascribed to them in the Amended Registration Statement. The Trust’s responses are set out in the order in which the comments were set out in the Comment Letter and are numbered accordingly.

All page references in the responses below are to the pages of a marked copy of the Amended Registration Statement, which was submitted today by the Trust via EDGAR, unless otherwise specified.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

January 9, 2024

Page 2

Amendment No. 6 to Registration Statement on Form S-1

Risk Factors, page 15

			1.

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

In response to the Staff’s comment, the Trust has added the requested risk factor disclosure on page 51 of the prospectus, as set forth below, addressing the risks related to the Authorized Participants acting in the same capacity for several competing products.

Additionally, the Trust has updated the risk factor on page 32 of prospectus to include reference to Authorized Participants. See “Risk Factors—Risk Factors Related to the Trust and the Shares—If the Custodian Agreement, Prime Execution Agent Agreement, an Authorized Participant Agreement or Bitcoin Trading Counterparty Agreement is terminated or the Bitcoin Custodian, Prime Execution Agent, an Authorized Participant or a Bitcoin Trading Counterparty fails to provide services as required, the Trustee may need to find and appoint a replacement custodian, execution agent, authorized participant or bitcoin trading counterparty, which could pose a challenge to the safekeeping of the Trust's bitcoins, the Trust's ability to create and redeem Shares and the Trust's ability to continue to operate may be adversely affected.”

Page 51

The Trust's Authorized Participants act in similar or identical capacities for several competing exchange-traded bitcoin products which may impact the ability or willingness of one or more Authorized Participants to participate in the creation and redemption process, adversely affect the Trust's ability to create or redeem Baskets and adversely affect the Trust's operations and ultimately the value of the Shares.

Many of the Trust's Authorized Participants, now or in the future, act or may act in the same capacity for several competing exchange-traded bitcoin products. Each Authorized Participant has limited balance sheet capacity, which means that, particularly during times of heightened market trading activity or market volatility or turmoil, Authorized Participants may not be able or willing to submit creation or redemption orders with the Trust or may do so in limited capacities. The inability or unwillingness of Authorized Participants to do so could lead to the potential for the Shares to trade at premiums or discounts to the NAV, and such premiums or discounts could be substantial.

Furthermore, if creations or redemptions are unavailable due to the inability or unwillingness of one or more of the Trust's Authorized Participants to submit creation or redemption orders with the Trust (or do so in a limited capacity), the arbitrage mechanism may fail to function as efficiently as it otherwise would or be unavailable. This could result in impaired liquidity for the Shares, wider bid/ask spreads in the secondary trading of the Shares and greater costs to investors and other market participants, all of which could cause the Sponsor to halt or suspend the creation or redemption of Shares during such times, among other consequences.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

January 9, 2024

Page 3

General

			2.

			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.

The Trust acknowledges the Staff’s comment.

Should the Staff have any additional questions or comments regarding any of the foregoing, please do not hesitate to call me at (212) 878-3180 or Jason D. Myers at (212) 878-8324.

			Sincerely,

			/s/ Clifford R. Cone

			Clifford R. Cone

			cc:

			Marisa Rolland, BlackRock, Inc.

Adithya Attawar, BlackRock, Inc.

Jason D. Myers, Clifford Chance US LLP

Tae Ho Cho, Clifford Chance US LLP

Jesse Overall, Clifford Chance US LLP

Etherial Edetan, Clifford Chance US LLP

United States securities and exchange commission logo
January 8, 2024
Shannon Ghia
Chief Executive Officer
iShares Bitcoin Trust
c/o iShares Delaware Trust Sponsor LLC
400 Howard Street
San Francisco, CA 94105
Re:iShares Bitcoin Trust
Amendment No. 6 to Registration Statement on Form S-1
Filed January 8, 2024
File No. 333-272680
Dear Shannon Ghia:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our January 5, 2024 letter.
Amendment No. 6 to Registration Statement on Form S-1
Risk Factors, page 15
1.Please add risk factor disclosure addressing the risks related to your Authorized
Participants acting in the same capacity for several competing products.

 FirstName LastNameShannon Ghia
 Comapany NameiShares Bitcoin Trust
 January 8, 2024 Page 2
 FirstName LastName
Shannon Ghia
iShares Bitcoin Trust
January 8, 2024
Page 2
General
2.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.
            Please contact David Irving at 202-551-3321 or Robert Telewicz at 202-551-3438 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

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			CLIFFORD CHANCE US LLP

			31 WEST 52ND STREET

			NEW YORK, NY 10019-6131

			TEL +1 212 878 8000

			FAX +1 212 878 8375

			www.cliffordchance.com

			VIA EDGAR

			Mr. Justin Dobbie, Esq.

			Ms. Sonia Bednarowski, Esq.

			Office of Crypto Assets

			United States Securities and Exchange Commission

			Division of Corporation Finance

			100 F Street, N.E.

			Washington, D.C. 20549

			January 8, 2024

Re:         iShares Bitcoin Trust

Amendment No. 5 to Registration Statement on Form S-1

Filed December 29, 2023

File No. 333-272680

Dear Mr. Dobbie and Ms. Bednarowski:

On behalf of our client, iShares® Bitcoin Trust (the “Trust”), set forth below are the Trust’s responses to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) by letter dated January 5, 2024 (the “Comment Letter”) in connection with the Trust’s Amendment No. 5 to the Registration Statement on Form S-1 (the “Registration Statement”), which was filed with the SEC on December 29, 2023. Concurrently with the filing of this response letter, the Trust is filing Amendment No. 6 to the Registration Statement (the “Amended Registration Statement”). Where noted in the responses below, the Amended Registration Statement has been updated in response to the Staff’s comments. Defined terms used herein but not otherwise defined have the meanings ascribed to them in the Amended Registration Statement. The Trust’s responses are set out in the order in which the comments were set out in the Comment Letter and are numbered accordingly.

All page references in the responses below are to the pages of a marked copy of the Amended Registration Statement, which was submitted today by the Trust via EDGAR, unless otherwise specified.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

January 8, 2024

Page 2

Amendment No. 5 to Registration Statement on Form S-1

General

			1.

			Refer to your response to comment 16. Please revise your disclosure on pages 10, 22, 50 and elsewhere as appropriate 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 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. Please also revise to clarify, if true, that the only crypto asset to be held by the Trust will be bitcoin.

In response to the Staff’s comment, the Trust has revised the disclosure on pages 10, 20 and 21, 49 and 50 of the prospectus, as set forth below, and elsewhere in the prospectus, as appropriate, to clarify 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 NASDAQ seeking approval to amend its listing rules. Additionally, the Trust has revised the disclosure on pages 6 and 60 of the prospectus to clarify that bitcoin will be the only crypto asset held by the Trust.

Page 10

From time to time, the Trust may be entitled to or come into possession of rights to acquire, or otherwise establish dominion and control over, any virtual currency (for avoidance of doubt, other than bitcoin) or other asset or right, which rights are incident to the Trust’s ownership of bitcoins and arise without any action of the Trust, or of the Sponsor or Delaware Trustee on behalf of the Trust (“Incidental Rights”) and/or virtual currency tokens, or other assets or rights, acquired by the Trust through the exercise (subject to the applicable provisions of the Trust Agreement) of any Incidental Right (“IR Virtual Currency”) by virtue of its ownership of bitcoins, generally through a fork in the Bitcoin blockchain, an airdrop offered to holders of bitcoins or other similar event.

With respect to any fork, airdrop or similar event, the Sponsor will cause the Trust to permanently and irrevocably abandon the Incidental Rights and IR Virtual Currency. In the event the Trust seeks to change this position, an application would need to be filed with the SEC by NASDAQ seeking approval to amend its listing rules to permit the Trust to sell Incidental Rights or IR Virtual Currency and distribute the cash proceeds (net of expenses and applicable withholding taxes) to Depository Trust Company (“DTC”) or distribute the Incidental Rights or IR Virtual Currency in-kind to DTC. Because the Trust will abandon any Incidental Rights and IR Virtual Currency, the Trust would not receive any direct or indirect consideration for the Incidental Rights or IR Virtual Currency, and thus the value of the Shares will not reflect the value of the Incidental Rights or IR Virtual Currency. See “Risk Factors—Risks Related to the Trust and the Shares—A temporary or permanent “fork” could adversely affect the value of the Shares. In addition, Shareholders will not receive the benefits of any Incidental Rights and any IR Virtual Currency, including any forked or airdropped assets.”

Pursuant to the Trust Agreement, the Sponsor has the right, in the Sponsor’s sole discretion, to determine what action to take in connection with the Trust’s entitlement to or ownership of Incidental Rights or any IR Virtual Currency. Under the terms of the Trust Agreement, the Trust may take any lawful action necessary or desirable in connection with the Trust’s ownership of Incidental Rights, including the acquisition of IR Virtual Currency, as determined by the Sponsor in the Sponsor’s sole discretion, unless such action would adversely affect the status of the Trust as a grantor trust for U.S. federal income tax purposes or otherwise be prohibited by the Trust Agreement.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

January 8, 2024

Page 3

The actions which the Sponsor may, in its sole discretion, determine the Trust shall take include (i) arranging for the sale of Incidental Rights and/or IR Virtual Currency and distributing the cash proceeds (net of expenses and any applicable withholding taxes) to the Depository Trust Company (“DTC”), (ii) distributing Incidental Rights and/or IR Virtual Currency in-kind to DTC, (iii) using Incidental Rights and/or IR Virtual Currency to pay the Sponsor’s Fee and/or additional Trust expenses not assumed by the Sponsor, or (iv) electing not to acquire, claim, or obtain, and permanently and irrevocably abandoning, Incidental Rights or IR Virtual Currency for no consideration. The Sponsor is under no obligation to realize any economic benefit from any Incidental Rights or IR Virtual Currency on behalf of the Trust.

With respect to any fork, airdrop or similar event, the Sponsor shall, in its sole discretion, determine what action the Trust shall take. In the event of a fork, the Sponsor will, as permitted by the terms of the Trust Agreement, determine which network it believes is generally accepted as the Bitcoin network and should therefore be considered the appropriate network, and the associated asset as bitcoin, for the Trust’s purposes. The Sponsor may decide to cause the Trust to sell any Incidental Rights or IR Virtual Currency for cash (including, as determined by the Sponsor, in the case of a fork, the asset that is not generally accepted as bitcoin, or in the case of an airdrop, the airdropped asset) and distribute the cash proceeds or distribute them in-kind to DTC, and registered holders of Shares are entitled to receive such distributions in proportion to the number of shares owned. However, the Sponsor may instead determine, in its sole discretion, to permanently and irrevocably abandon such Incidental Rights or IR Virtual Currency for no consideration. In the case of abandonment of Incidental Rights or IR Virtual Currency, the Trust would not receive any direct or indirect consideration for the Incidental Rights or IR Virtual Currency and thus the value of the Shares will not reflect the value of the Incidental Rights or IR Virtual Currency.

The Sponsor may choose to evaluate any such fork, airdrop or similar occurrence on a case-by-case basis in consultation with the Trust’s legal advisors, tax consultants, the Delaware Trustee, and the Custodians. In determining whether to attempt to acquire and/or retain any Incidental Rights and IR Virtual Currency, the Sponsor expects to take into consideration whatever factors it deems relevant in its sole discretion, including, without limitation:

			●

			the Bitcoin Custodian’s agreement (or not) to provide access to the Incidental Rights or IR Virtual Currency;

			●

			the availability of a safe and practical way to custody the Incidental Rights or IR Virtual Currency;

			●

			the costs or operational burden of taking possession and/or maintaining ownership of the Incidental Rights or IR Virtual Currency and whether such costs or burden exceed the benefits of owning such Incidental Rights or IR Virtual Currency or the proceeds that would be realized for the Trust or Shareholders from a sale thereof;

			●

			whether there are any legal or regulatory restrictions on or risks or consequences arising from, or tax implications (including any impact on the Trust’s ability to qualify as a grantor trust for tax purposes) with respect to the ownership, sale or disposition of the Incidental Right or IR Virtual Currency, regardless of whether there is a safe and practical way to custody and secure such Incidental Right or IR Virtual Currency.

			●

			The legal and regulatory analysis regarding an Incidental Right or IR Virtual Currency is not expected to be different between forks and airdrops

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

January 8, 2024

Page 4

			●

			whether the Index Administrator or Secondary Index is able to provide pricing data for such Incidental Right or IR Virtual Currency;

			●

			the existence of a suitable market into which the Incidental Right or IR Virtual Currency may be sold; and

			●

			whether claiming, owning, selling, or otherwise taking any action in respect of Incidental Rights or IR Virtual Currency may create legal or regulatory risks, liability, or burdens of any kind for the Trust, Sponsor, or Shareholders (including, without limitation, if such Incidental Rights or IR Virtual Currency is, or may be, a security under federal securities laws).

In the event that an Incidental Right or IR Virtual Currency reaches a threshold at which the Trust determines to recognize it following the assessment as described above, and that such asset had a value that was deemed material to the Trust, it could impact the NAV of the Trust. In such scenario, the Trust would take the asset into account for purposes of calculating NAV, relying on fair value in accordance with the fair value policies approved by the Trustee.

The Trust may in the future abandon any Incidental Rights and IR Virtual Currency.

Pages 20 and 21

A temporary or permanent “fork” could adversely affect the value of the Shares. In addition, Shareholders will not receive the benefits of any Incidental Rights and any IR Virtual Currency, including any forked or airdropped assets.

The Bitcoin network operates using open-source protocols, meaning that any user can download the software, modify it and then propose that the users and miners of bitcoin adopt the modification. When a modification is introduced and a substantial majority of users and miners consent to the modification, the change is implemented and the network remains uninterrupted. However, if less than a substantial majority of users and miners consent to the proposed modification, and the modification is not compatible with the software prior to its modification, the consequence would be what is known as a “hard fork” of the Bitcoin network, with one group running the pre modified software and the other running the modified software. The effect of such a fork would be the existence of two versions of bitcoin running in parallel on separate networks using separate blockchain ledgers, yet lacking interchangeability. For example, in August 2017, Bbitcoin “forked” into Bbitcoin and a new digital asset, Bitcoin Cash, as a result of a several-year dispute over how to increase the rate of transactions that the Bitcoin network can process.

Forks may also occur as a network community’s response to a significant security breach. For example, in July 2016, Ethereum “forked” into Ethereum and a new digital asset, Ethereum Classic, as a result of the Ethereum network community’s response to a significant security breach in which an anonymous hacker exploited a smart contract running on the Ethereum network to syphon approximately $60 million of ETH held by The DAO, a distributed autonomous organization, into a segregated account. In response to the hack, most participants in the Ethereum community elected to adopt a “fork” that effectively reversed the hack. However, a minority of users continued to develop the original blockchain, now referred to as “Ethereum Classic” with the digital asset on that blockchain now referred to as Ethereum Classic, or ETC. ETC now trades on several digital asset platforms. A fork may also occur as a result of an unintentional or unanticipated software flaw in the various versions of otherwise compatible software that users run. Such a fork could lead to users and miners abandoning the digital asset with the flawed software. It is possible, however, that a substantial number of users and miners could adopt an incompatible version of the digital asset while resisting community-led efforts to merge the two chains. This could result in a permanent fork, as in the case of Ethereum and Ethereum Classic.

In addition, many developers have previously initiated hard forks in the Blockchain to launch new digital assets, such as Bitcoin Gold and Bitcoin Diamond. To the extent such digital assets compete with bitcoin, such competition could impact demand for bitcoin and could adversely impact the value of the Shares.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

January 8, 2024

Page 5

Furthermore, a hard fork can lead to new security concerns. For example, when the Ethereum and Ethereum Classic networks split in July 2016, replay attacks, in which transactions from one network were rebroadcast to nefarious effect on the other network, plagued Ethereum platforms through at least October 2016. An Ethereum platform announced in July 2016 that it had lost 40,000 Ethereum Classic, worth about $100,000 at that time, as a result of replay attacks. Similar replay attack concerns occurred in connection with the Bitcoin Cash and Bitcoin Satoshi’s Vision networks split in November 2018. Another possible result of a hard fork is an inherent decrease in the level of security due to significant amounts of mining power remaining on one network or migrating instead to the new forked network. After a hard fork, it may become easier for an individual miner or mining pool’s hashing power to exceed 50% of the processing power of a digital asset network that retained or attracted less mining power, thereby making digital asset networks that rely on proof-of-work more susceptible to attack.

A hard fork may adversely affect the price of bitcoin at the time of announcement or adoption. For example, the announcement of a hard fork could lead to increased demand for the prefork digital asset, in anticipation that ownership of the prefork digital asset would entitle holders to a ne

United States securities and exchange commission logo
January 5, 2024
Shannon Ghia
Chief Executive Officer
iShares Bitcoin Trust
c/o iShares Delaware Trust Sponsor LLC
400 Howard Street
San Francisco, CA 94105
Re:iShares Bitcoin Trust
Amendment No. 5 to Registration Statement on Form S-1
Filed December 29, 2023
File No. 333-272680
Dear Shannon Ghia:
            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. 5 to Registration Statement on Form S-1
General
1.Refer to your response to comment 16.  Please revise your disclosure on pages 10, 22,
50 and elsewhere as appropriate 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 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. Please also revise to clarify, if true, that the only crypto
asset to be held by the Trust will be bitcoin.

 FirstName LastNameShannon Ghia
 Comapany NameiShares Bitcoin Trust
 January 5, 2024 Page 2
 FirstName LastName
Shannon Ghia
iShares Bitcoin Trust
January 5, 2024
Page 2
Prospectus Summary
Trust Structure, the Sponsor, the Trustee, the Delaware Trustee and the Custodians, page 1
2.We note your disclosure that "[s]ubject to the In-Kind Regulatory Approval, these
transactions may also take place in exchange for bitcoin."  We have the following
comments:
•Please revise your cover page and throughout to clarify 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 your prospectus summary and throughout 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.
Business of the Trust
Net Asset Value, page 61
3.Refer to your responses to comment 6 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.
4.Refer to your response to comment 3.  Please revise your disclosure on page 61 to clarify
whether the Sponsor has a license agreement with the Secondary Index.
Valuation of Bitcoin; The CF Benchmark Index, page 62
5.Refer to your response to comment 5.  Please revise to disclose how the Trust will notify
investors of material changes to the CF Benchmarks Index's methodology.
Description of the Shares and the Trust Agreement
Creation and Redemption, page 69
6.We note your revised disclosure on page 69.  Please revise to identify the Bitcoin Trading
Counterparties. Please also disclose the material terms of any agreements with such
trading counterparties.

 FirstName LastNameShannon Ghia
 Comapany NameiShares Bitcoin Trust
 January 5, 2024 Page 3
 FirstName LastName
Shannon Ghia
iShares Bitcoin Trust
January 5, 2024
Page 3
Venue Provision, page 76
7.Refer to your response to comment 15.  Section 7.5 of the Second Amended and Restated
Trust Agreement and your December 22, 2023 response letter state that the Exclusive
Jurisdiction provision does not apply to causes of action for violation of the Exchange Act
or the Securities Act.  Please revise your disclosure in the prospectus for consistency.  In
addition, please revise your disclosure on page 76 to disclose that the waiver of jury trial
provision does not apply to causes of action for violation of the Exchange Act or
Securities Act.  Also, please revise to describe the restrictions of the right to bring a
derivative action.  In this regard, we note the terms in Section 3.5 of the Second Amended
and Restated Trust Agreement.
The Prime Execution Agent and The Trade Credit Lender
The Trade Credit Lender, page 87
8.Please revise to disclose here the maximum amount of Trade Credits that the Trust may
borrow, if any, and describe the term and termination provisions of the Trade Financing
Agreement.
Financial Statements
General, page 102
9.Please include an updated consent from your independent registered accounting firm in
your next amendment.
            Please contact David Irving at 202-551-3321 or Robert Telewicz at 202-551-3438 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
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			CLIFFORD CHANCE US LLP

			31 WEST 52ND STREET

			NEW YORK, NY 10019-6131

			TEL +1 212 878 8000

			FAX +1 212 878 8375

			www.cliffordchance.com

			Direct Dial: +1 212 878-3180

			E-mail: clifford.cone@cliffordchance.com

			VIA EDGAR

			Mr. Justin Dobbie, Esq.

			Ms. Sonia Bednarowski, Esq.

			Office of Crypto Assets

			United States Securities and Exchange Commission

			Division of Corporation Finance

			100 F Street, N.E.

			Washington, D.C. 20549

			 December 29, 2023

			Re:

			iShares® Bitcoin Trust

			Amendment No. 5 to Registration Statement on Form S-1

			File No. 333-272680

Dear Mr. Dobbie and Ms. Bednarowski:

On behalf of our client, the iShares Bitcoin Trust (the “Trust”), we transmit for filing under the Securities Act of 1933, as amended, the Trust’s Amendment No. 5 to Registration Statement on Form S-1 (the “Amended Registration Statement”) relating to the initial public offering of the the Trust’s shares representing fractional undivided beneficial interests in its net assets.

The Trust supplementally advises the Staff that the prospectus will be updated in a subsequent amendment to the Amended Registration Statement prior to effectiveness to reflect certain additional updates relating to the Sponsor’s Fee, substantially as set forth in Annex A hereto. Defined terms used in Annex A but not otherwise defined have the meanings ascribed to them in the Amended Registration Statement. All page references in Annex A are to the pages of a marked copy of the Amended Registration Statement, which was submitted today by the Trust via EDGAR, unless otherwise specified.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

December 29, 2023

Page 2

If you have any questions regarding the foregoing, please do not hesitate to call me at (212) 878-3180 or Jason D. Myers at (212) 878-8324.

			Sincerely,

			/s/ Clifford R. Cone

			Clifford R. Cone

			cc:

			Marisa Rolland, BlackRock, Inc.

			Adithya Attawar, BlackRock, Inc.

			Jason D. Myers, Clifford Chance US LLP

			Tae Ho Cho, Clifford Chance US LLP

			Jesse Overall, Clifford Chance US LLP

			Etherial Edetan, Clifford Chance US LLP

			CLIFFORD CHANCE US LLP

			31 WEST 52ND STREET

			NEW YORK, NY 10019-6131

			TEL +1 212 878 8000

			FAX +1 212 878 8375

			www.cliffordchance.com

Annex A

Sponsor’s Fee (on pages 8, 67, 80 and 100):

The Sponsor’s Fee is accrued daily at an annualized rate equal to 0.50% of the net asset value of the Trust and is payable at least quarterly in arrears in U.S. dollars or in-kind or any combination thereof.

Hypothetical Calculation of NAV (on page 68):

			Sponsor’s Fee of 0.50%

			Year 1

			Year 2

			Year 3

			Hypothetical bitcoin price

			$
			42,000

			$
			42,000

			$
			42,000

			Sponsor’s Fee

			0.50
			%

			0.50
			%

			0.50
			%

			Shares of Trust, beginning

			400,000

			400,000

			400,000

			Bitcoins in Trust, beginning

			238.095238

			236.90476

			235.72024

			Beginning net asset value of the Trust

			$
			10,000,000

			$
			9,950,000

			$
			9,900,250

			Bitcoins to be sold to cover the Sponsor’s Fee*

			1.190476

			1.184524

			1.178601

			Bitcoins in Trust, ending

			236.90476

			235.72024

			234.54164

			Ending net asset value of the Trust

			$
			9,950,000

			$
			9,900,250

			$
			9,850,749

			Ending NAV

			$
			24.88

			$
			24.75

			$
			24.63

CORRESP
1
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	bit20231222_corresp.htm

			CLIFFORD CHANCE US LLP

			31 WEST 52ND STREET

			NEW YORK, NY 10019-6131

			TEL +1 212 878 8000

			FAX +1 212 878 8375

			www.cliffordchance.com

December 22, 2023

VIA EDGAR

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

Office of Crypto Assets

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			Re:

			iShares Bitcoin Trust

			Amendment No. 2 to Registration Statement on Form S-1

			Filed December 4, 2023

			File No. 333-272680

Dear Mr. Dobbie and Ms. Bednarowski:

On behalf of our client, iShares® Bitcoin Trust (the “Trust”), set forth below are the Trust’s responses to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) by letter dated December 18, 2023 (the “Comment Letter”) in connection with the Trust’s Amendment No. 2 to the Registration Statement on Form S-1 (the “Registration Statement”), which was filed with the SEC on December 4, 2023. On December 18, 2023, the Trust filed with the SEC the Trust’s Amendment No. 3 to the Registration Statement on Form S-1 (the “Interim Registration Statement”) to update the disclosure primarily to reflect the change from in-kind to cash creations and redemptions. Concurrently with the filing of this response letter, the Trust is filing Amendment No. 4 to the Registration Statement (the “Amended Registration Statement”). Where noted in the responses below, the Amended Registration Statement has been updated in response to the Staff’s comments. Defined terms used herein but not otherwise defined have the meanings ascribed to them in the Amended Registration Statement. The Trust’s responses are set out in the order in which the comments were set out in the Comment Letter and are numbered accordingly.

All page references in the responses below are to the pages of a marked copy of the Amended Registration Statement, which was submitted today by the Trust via EDGAR, unless otherwise specified.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

December 22, 2023

Page 2

Amendment No. 2 to Registration Statement on Form S-1

Prospectus Summary, page 1

			1.

			Please revise your Prospectus Summary to disclose, if true, that:

			●

			The Trust is a passive investment vehicle that does not seek to generate returns beyond tracking the price of bitcoin; and

			●

			The Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment objective.

In response to the Staff’s comment, the Trust has revised the disclosure on pages 1 and 29 of the prospectus.

Risk Factors, page 16

			2.

			To the extent material, please include risk factor disclosure that addresses the risks related to your Bitcoin Custodian and Prime Broker acting in the same capacity for several competing products.

In response to the Staff’s comment, the Trust has revised the disclosure on page 52 of the prospectus to addresses the risks related to the Trust's Bitcoin Custodian and Prime Execution Agent (formerly referred to in prior amendments to the Registration Statement as the “Prime Broker”) acting in the same capacity for several competing products.

Business of the Trust

Net Asset Value, page 61

			3.

			Refer to your response to comment 12. You disclose on page 61 that "[i]n the instance of a Fair Value Event and pursuant the Trustee's fair valuation policies and procedures Volume Weight Average Prices ("VWAP") or Volume Weight Median Prices ("VWMP") from other index administrators ("Secondary Index") would be utilized." Please revise to disclose whether the Trust has a license agreement with any other index administrators, and, if so, please disclose how the Secondary Index determines the VWAP and VWMP and how such calculations would be utilized. Also disclose whether or not the Sponsor will notify investors that the CF Benchmarks Index was not and/or will not be used, and, if so, how the Sponsor will notify investors.

In response to the Staff's comment, the Trust has revised the disclosure on page 61 to disclose the Secondary Index, the manner in which the Secondary Index calculates the VWAP and how such calculation would be utilized. Additionally, the Trust has revised the disclosure on page 61 to disclose how the Sponsor will notify investors if the CF Benchmarks Index is not used.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

December 22, 2023

Page 3

Valuation of Bitcoin; CF Benchmark Index, page 62

			4.

			We continue to evaluate your response to prior comment 14 and may have further comment.

The Trust acknowledges the Staff's comment.

			5.

			Refer to your response to comment 15. You disclose on page 66 that "[t]he selection of exchanges for use in the CF Benchmarks Index is based on the accessible venues on which the Trust will primarily execute transactions" and that "[t]his list of exchanges on which the Trust executes transactions may evolve from time to time, and the Index Administrator may make changes to the Constituent Exchanges comprising the Index from time to time for this or other reasons." Please revise to clarify, if true, that the exchanges on which the Trust executes transactions do not impact the Constituent Exchanges. In addition, we note your revised disclosure on page 66 that "[o]nce [the Trust] has actual knowledge of material changes to the Constituent Exchanges used to calculate the Index, the Trust will notify Shareholders in a prospectus supplement and on the Trust's website." Please clarify, if true, that the Trust will also update its periodic Exchange Act reports, as applicable. Please also disclose whether and how the Trust will notify investors of material changes to the CF Benchmarks Index's methodology.

In response to the Staff’s comment, the Trust has revised the disclosure on page 66 of the prospectus to clarify that the exchanges on which the Trust executes transactions do not impact the Constituent Platforms (formerly referred to in prior amendments to the Registration Statement as the "Constitutent Exchanges"). Additionally, the Trust has revised the disclosure on page 66 to clarify that the Trust will also notify Shareholders in a prospectus supplement, in its periodic Exchange Act reports, as applicable, and/or on the Trust's website, once the Trust has actual knowledge of material changes to the Constituent Platforms used to calculate the Index or the CF Benchmarks Index's methodology to calculate the Index price.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

December 22, 2023

Page 4

			6.

			Refer to your response to comment 17. Please revise to disclose whether the Trust Administrator or Trustee monitors for unusual prices such that the calculation of net asset value for the purposes of creations and redemptions may be corrected after the Trust Administrator has published it at 4:00 p.m. ET. In this regard, we note your disclosure on page 61 that "[t]he Trust Administrator will monitor for unusual prices, and escalate to the Trustee if detected."

In response to the Staff's comment, the Trust has revised the disclosure on pages 7 and 61 of the prospectus to clarify that the Trust Administrator monitors for unusual prices such that the calculation of net asset value may be corrected after the Trust Administrator has published it after 4:00 p.m. ET.

Deposit of Bitcoin; Issuance of Baskets, page 69

			7.

			Refer to your response to comment 21 and your disclosure on page 69 that "[d]esignated third parties, which may be affiliates of the Authorized Participant (each, acting in such capacity, a 'Market Maker'), will deliver bitcoin related to the Authorized Participant's purchase order from the Market Maker's prime brokerage account at the Prime Broker to the Trust's Trading Balance." Please revise to expand your disclosure to clarify here that bitcoin will also be received by the Market Maker in connection with in-kind redemptions. In addition, please revise to disclose that bitcoin delivered to the Trust's Trading Balance in connection with creations will be transferred to the Bitcoin Custodian through a regular end-of-day sweep process, that Shares will be issued to the Authorized Participant upon successful delivery of the bitcoin to the Trust's Trading Balance and that the Prime Broker will absorb the cost of the on-chain transaction from the Trust's Trading Balance to the Trust's Vault Balance.

The Trust supplementally advises the Staff that it filed the Interim Registration Statement on December 18, 2023 to update the disclosure primarily to reflect the change from in-kind to cash creations and redemptions. In response to the Staff's comment, the Trust supplementally advises the Staff that, (1) as disclosed on page 70 of the prospectus, the bitcoin purchased is swept from the Trust’s Trading Balance with the Prime Execution Agent to the Trust’s Vault Balance with the Bitcoin Custodian pursuant to a regular end-of-day sweep process and (2) as disclosed on page 70 of the prospectus, the Shares will be issued to the Authorized Participant upon successful delivery of the bitcoin to the Trust's Trading Balance. Additionally, the Trust has revised the disclosure on page 70 to clarify that the Prime Execution Agent (and not the Trust or its Shareholders) will absorb the cost of the on-chain transaction from the Trust's Trading Balance to the Trust's Vault Balance.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

December 22, 2023

Page 5

			8.

			Please identify the Authorized Participants known as of the date of effectiveness or tell us why you are unable to do so.

In response to the Staff's comment, the Trust respectfully submits that it will name the Authorized Participants known as of the date of the effectiveness in a subsequent amendment to the Registration Statement once they have executed the contract with the Sponsor and the Trustee to become Authorized Participants. Notwithstanding the foregoing, the Trust has identified the Seed Capital Investor in the Amended Registration Statement and as indicated in the prospectus, the Seed Capital Investor will be acting as a statutory underwriter in connection with its purchase.

Description of the Shares and the Trust Agreement, page 69

			9.

			You disclose in this section that the creation and redemption of shares will be done in-kind. As such, 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.

The Trust supplementally advises the Staff that it filed the Interim Registration Statement on December 18, 2023 to update the disclosure primarily to reflect the change from in-kind to cash creations and redemptions.

Amendment and Dissolution, page 73

			10.

			Refer to your response to comment 9. Please revise here to clarify how the Trust's bitcoin would be sold in connection with the termination of the Trust.

In response to the Staff’s comment, the Trust has revised the disclosure on page 75 to clarify how the Trust’s bitcoin will be sold in connection with the dissolution of the Trust.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

December 22, 2023

Page 6

Requirements for Trustee Actions, page 76

			11.

			Refer to your response to comments 20. Please revise to confirm, if true, that you will also notify shareholders of suspensions of creations and/or redemptions through updates to your periodic Exchange Act reports, as applicable.

In response to the Staff’s comment, the Trust has revised the disclosure on page 76 to clarify that the Trust will also update its periodic Exchange Act reports, as applicable, to notify Shareholders of suspensions of creations and/or redemptions.

The Custodians

Bitcoin Custodian, page 82

			12.

			Refer to your response to comments 22 and 25. Your disclosure on page 82 that "[t]he Bitcoin Custodian's parent, Coinbase Global, Inc. ("Coinbase Global") maintains a commercial crime insurance policy, which is intended to cover the loss of client assets held by Coinbase Global and all of its subsidiaries, including the Bitcoin Custodian and the Prime Broker (collectively, Coinbase Global and its subsidiaries are referred to as the 'Coinbase Insureds')," and that "[t]he insurance maintained by the Coinbase Insureds is shared among all of Coinbase's customers, is not specific to the Trust or to customers holding bitcoin with the Bitcoin Custodian or Prime Broker" appears to be inconsistent with your disclosure on page 34 that the Bitcoin Custodian has advised the Sponsor that it has insurance coverage of up to $320 million that covers losses of the digital assets that it custodies on behalf of its clients, including the Trust's bitcoin, resulting from theft. Please revise for clarity and consistency, and revise here and on page 84 to disclose the amount of insurance coverage held.

In response to the Staff’s comment, the Trust has revised the disclosures on pages 34 and 82 to clarify the details of Coinbase’s insurance coverage.

The Prime Broker and the Trade Credit Lender

The Prime Broker, page 83

			13.

			Please disclose whether or not there are any limits or policies that would limit the amount of bitcoin that can be held temporarily in the Trading Balance maintained by the Prime Broker.

In response to the Staff’s comment, the Trust has revised the disclosure on page 83 to confirm that there are no policies that would limit the amount of bitcoin that can be held temporarily in the Trading Balance maintained by the Prime Execution Agent, but that such bitcoin is swept from the Trust’s Trading Balance to the Trust’s Vault Balance each trading day pursuant to a regular end-of-day sweep process. Additionally, the Trust has revised the risk factor disclosure on pages 32 and 36 of the prospectus accordingly.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

December 22, 2023

Page 7

The Trade Credit Lender, page 87

			14.

			Refer to your response to comment 27. Please disclose the Sponsor's policy regarding whether it generally intends to fund the Trading Balance at the Prime Broker with sufficient bitcoin to pay fees and expenses or whether it regularly expects to utilize the Trade Financing Agreement for such fees and expenses. Also, please file the Trade Financing Agreement as an exhibit to your registration statement to the extent required by Item 601(b) of Regulation S-K.

In response to the Staff's comment, the Trust has revised the disclosure on page 87 to clarify that the Sponsor does not intend to fund the Trading Balance at the Prime Execution Agent with sufficient bitcoin to pay fees and expenses and instead intends to utilize the Trade Financing Agreement for such fees and expenses. The Trust supplementally advises the Staff that the Sponsor's policy is designed to enable the Trust to maintain its bitcoin in the Vault Balance to the m

United States securities and exchange commission logo
December 18, 2023
Shannon Ghia
Chief Executive Officer
iShares Bitcoin Trust
c/o iShares Delaware Trust Sponsor LLC
400 Howard Street
San Francisco, CA 94105
Re:iShares Bitcoin Trust
Amendment No. 2 to Registration Statement on Form S-1
Filed December 4, 2023
File No. 333-272680
Dear Shannon Ghia:
            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 13, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1
Prospectus Summary, page 1
1.Please revise your Prospectus Summary to disclose, if true, that:
•The Trust is a passive investment vehicle that does not seek to generate returns
beyond tracking the price of bitcoin; and
•The Trust will not utilize leverage, derivatives or any similar arrangements in seeking
to meet its investment objective.
Risk Factors, page 16
2.To the extent material, please include risk factor disclosure that addresses the risks related
to your Bitcoin Custodian and Prime Broker acting in the same capacity for several
competing products.

 FirstName LastNameShannon Ghia
 Comapany NameiShares Bitcoin Trust
 December 18, 2023 Page 2
 FirstName LastNameShannon Ghia
iShares Bitcoin Trust
December 18, 2023
Page 2
Business of the Trust
Net Asset Value, page 61
3.Refer to your response to comment 12.  You disclose on page 61 that "[i]n the instance of
a Fair Value Event and pursuant the Trustee’s fair valuation policies and procedures
Volume Weight Average Prices (“VWAP”) or Volume Weight Median Prices (“VWMP”)
from other index administrators (“Secondary Index”) would be utilized."  Please revise to
disclose whether the Trust has a license agreement with any other index administrators,
and, if so, please disclose how the Secondary Index determines the VWAP and VWMP
and how such calculations would by utilized.  Also disclose whether or not the Sponsor
will notify investors that the CF Benchmarks Index was not and/or will not be used, and,
if so, how the Sponsor will notify investors.
Valuation of Bitcoin; The CF Benchmark Index, page 62
4.We continue to evaluate your response to prior comment 14 and may have further
comment.
5.Refer to your response to comment 15.  You disclose on page 66 that "[t]he selection of
exchanges for use in the CF Benchmarks Index is based on the accessible venues on
which the Trust will primarily execute transactions" and that "[t]his list of exchanges on
which the Trust executes transactions may evolve from time to time, and the Index
Administrator may make changes to the Constituent Exchanges comprising the Index
from time to time for this or other reasons."  Please revise to clarify, if true, that the
exchanges on which the Trust executes transactions do not impact the Constituent
Exchanges.  In addition, we note your revised disclosure on page 66 that "[o]nce [the
Trust] has actual knowledge of material changes to the Constituent Exchanges used to
calculate the Index, the Trust will notify Shareholders in a prospectus supplement and on
the Trust's website."  Please clarify, if true, that the Trust will also update its periodic
Exchange Act reports, as applicable..  Please also disclose whether and how the Trust will
notify investors of material changes to the CF Benchmarks Index's methodology.
6.Refer to your response to comment 17.  Please revise to disclose whether the Trust
Administrator or Trustee monitors for unusual prices such that the calculation of net asset
value for the purposes of creations and redemptions may be corrected after the Trust
Administrator has published it at 4:00 p.m. ET.  In this regard, we note your disclosure on
page 61 that "[t]he Trust Administrator will monitor for unusual prices, and escalate to the
Trustee if detected."
Deposit of Bitcoin; Issuance of Baskets, page 69
7.Refer to your response to comment 21 and your disclosure on page 69 that
"[d]esignated third parties, which may be affiliates of the Authorized Participant (each,
acting in such capacity, a 'Market Maker'), will deliver bitcoin related to the Authorized
Participant’s purchase order from the Market Maker’s prime brokerage account at the

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 Comapany NameiShares Bitcoin Trust
 December 18, 2023 Page 3
 FirstName LastNameShannon Ghia
iShares Bitcoin Trust
December 18, 2023
Page 3
Prime Broker to the Trust’s Trading Balance."  Please revise to expand your disclosure to
clarify here that bitcoin will also be received by the Market Maker in connection with in-
kind redemptions.  In addition, please revise to disclose that bitcoin delivered to the
Trust’s Trading Balance in connection with creations will be transferred to the Bitcoin
Custodian through a regular end-of-day sweep process, that Shares will be issued to the
Authorized Participant upon successful delivery of the bitcoin to the Trust’s Trading
Balance and that the Prime Broker will absorb the cost of the on-chain transaction from
the Trust’s Trading Balance to the Trust’s Vault Balance.
8.Please identify the Authorized Participants known as of the date of effectiveness or tell us
why you are unable to do so.
Description of the Shares and the Trust Agreement, page 69
9.You disclose in this section that the creation and redemption of shares will be done in-
kind. As such, 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.
Amendment and Dissolution, page 73
10.Refer to your response to comment 9.  Please revise here to clarify how the Trust's bitcoin
would be sold in connection with the termination of the Trust.
Requirements for Trustee Actions, page 76
11.Refer to your response to comments 20.  Please revise to confirm, if true, that you will
also notify shareholders of suspensions of creations and/or redemptions through updates to
your periodic Exchange Act reports, as applicable.
The Custodians
Bitcoin Custodian, page 82
12.Refer to your response to comments 22 and 25.  Your disclosure on page 82 that
"[t]he Bitcoin Custodian’s parent, Coinbase Global, Inc. (“Coinbase Global”) maintains a
commercial crime insurance policy, which is intended to cover the loss of client assets
held by Coinbase Global and all of its subsidiaries, including the Bitcoin Custodian and
the Prime Broker (collectively, Coinbase Global and its subsidiaries are referred to as the
'Coinbase Insureds')," and that "[t]he insurance maintained by the Coinbase Insureds is

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 Comapany NameiShares Bitcoin Trust
 December 18, 2023 Page 4
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iShares Bitcoin Trust
December 18, 2023
Page 4
shared among all of Coinbase’s customers, is not specific to the Trust or to customers
holding bitcoin with the Bitcoin Custodian or Prime Broker" appears to be inconsistent
with your disclosure on page 34 that the Bitcoin Custodian has advised the Sponsor that it
has insurance coverage of up to $320 million that covers losses of the digital assets that it
custodies on behalf of its clients, including the Trust's bitcoin, resulting from theft.  Please
revise for clarity and consistency, and revise here and on page 84 to disclose the amount
of insurance coverage held.
The Prime Broker and the Trade Credit Lender
The Prime Broker, page 83
13.Please disclose whether or not there are any limits or policies that would limit the amount
of bitcoin that can be held temporarily in the Trading Balance maintained by the Prime
Broker.
The Trade Credit Lender, page 87
14.Refer to your response to comment 27.  Please disclose the Sponsor’s policy regarding
whether it generally intends to fund the Trading Balance at the Prime Broker with
sufficient bitcoin to pay fees and expenses or whether it regularly expects to utilize the
Trade Financing Agreement for such fees and expenses.  Also, please file the Trade
Financing Agreement as an exhibit to your registration statement to the extent required by
Item 601(b) of Regulation S-K.

Exhibits
Amended and Restated Trust Agreement, page 109
15.Refer to your response to comment 30.  We note your disclosure on page 39 that the
venue provisions of Section 7.5 of the Amended and Restated Trust Agreement do not
apply to actions arising under the Securities Act or the Exchange Act.  Please tell us how
you will inform investors in future filings that the venue provision does not apply to any
actions arising under the Securities Act or Exchange Act.  In addition, please revise your
disclosure in the Description of the Shares and the Trust Agreement section to describe
the venue provision, the waiver of jury trial provision and the limitations on the right to
bring derivative actions.
General
16.Please revise your disclosure to clarify whether there are any circumstances in which the
Trust would retain Incidental Rights, however received, and whether there is a difference
between how the Trust will handle Incidental Rights received as a fork as compared to an
airdrop.  If there are differences, please explain why.  We also note the disclosure that the
Trust “does not expect” to take Incidental Rights into account for purposes of calculating
NAV.  Please describe any circumstances under which the Trust would take the Incidental

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 Comapany NameiShares Bitcoin Trust
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 FirstName LastName
Shannon Ghia
iShares Bitcoin Trust
December 18, 2023
Page 5
Rights into account for purposes of calculating NAV.
            Please contact David Irving at 202-551-3321 or Robert Telewicz at 202-551-3438 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
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			CLIFFORD CHANCE US LLP

			31 WEST 52ND STREET

			NEW YORK, NY 10019-6131

			TEL +1 212 878 8000

			FAX +1 212 878 8375

			www.cliffordchance.com

Direct Dial: +1 212 878-3180

E-mail: clifford.cone@cliffordchance.com

December 18, 2023

VIA EDGAR

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

Office of Crypto Assets

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			Re:

			iShares® Bitcoin Trust

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

			File No. 333-272680

Dear Mr. Dobbie and Ms. Bednarowski:

On behalf of our client, the iShares Bitcoin Trust (the “Trust”), we transmit for filing under the Securities Act of 1933, as amended, the Trust’s Amendment No. 3 to Registration Statement on Form S-1 (the “Amended Registration Statement”) relating to the initial public offering of the the Trust’s shares representing fractional undivided beneficial interests in its net assets. The Trust is filing the Amended Registration Statement to update the disclosure primarily to reflect the change from in-kind to cash creations and redemptions.

If you have any questions regarding the foregoing, please do not hesitate to call me at (212) 878-3180 or Jason D. Myers at (212) 878-8324.

			Sincerely,

			/s/ Clifford R. Cone

			Clifford R. Cone

			cc:

			Marisa Rolland, BlackRock, Inc.

			Adithya Attawar, BlackRock, Inc.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

December 18, 2023

Page 2

			Jason D. Myers, Clifford Chance US LLP

			Tae Ho Cho, Clifford Chance US LLP

			Jesse Overall, Clifford Chance US LLP

			Etherial Edetan, Clifford Chance US LLP

CORRESP
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	bit20231201_corresp.htm

			CLIFFORD CHANCE US LLP

			31 WEST 52ND STREET

			NEW YORK, NY 10019-6131

			TEL +1 212 878 8000

			FAX +1 212 878 8375

			www.cliffordchance.com

			VIA EDGAR

			Mr. Justin Dobbie, Esq.

			Ms. Sonia Bednarowski, Esq.

			Office of Crypto Assets

			United States Securities and Exchange Commission

			Division of Corporation Finance

			100 F Street, N.E.

			Washington, D.C. 20549

			December 4, 2023

			Re:

			iShares Bitcoin Trust

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

			Filed October 19, 2023

			File No. 333-272680

Dear Mr. Dobbie and Ms. Bednarowski:

On behalf of our client, iShares® Bitcoin Trust (the “Trust”), set forth below are the Trust’s responses to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) by letter dated November 13, 2023 (the “Comment Letter”) in connection with the Trust’s Amendment No. 1 to the Registration Statement on Form S-1 (the “Registration Statement”), which was filed with the SEC on October 19, 2023. Concurrently with the filing of this response letter, the Trust is filing Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”). Where noted in the responses below, the Amended Registration Statement has been updated in response to the Staff’s comments. Defined terms used herein but not otherwise defined have the meanings ascribed to them in the Amended Registration Statement. The Trust’s responses are set out in the order in which the comments were set out in the Comment Letter and are numbered accordingly.

All page references in the responses below are to the pages of a marked copy of the Amended Registration Statement, which was submitted today by the Trust via EDGAR, unless otherwise specified.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

December 4, 2023

Page 2

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.

In response to the Staff’s comment, please find the proposed fact sheet attached hereto as Exhibit A. The attached is an example of the fact sheet content in draft form which omits certain performance and other information that is not yet available as the Trust has not yet commenced operations.

			2.

			Please describe the AML, KYC and any other procedures conducted by the Trust or Sponsor 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, Prime Broker or Custodian may not know a 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. In this regard, we note your disclosure in the third risk factor on page 49.

In response to the Staff’s comment, the Trust respectfully provides the explanation below and has revised the risk factor on page 47 of the prospectus accordingly.

The Trust and the Sponsor have adopted and implemented policies and procedures that are designed to ensure that they do not violate applicable anti-money laundering (“AML”) and sanctions laws and regulations and to comply with any applicable Know-Your-Customer (“KYC”) laws and regulations. The Sponsor and the Trust will only interact with known third party service providers with respect to whom the Sponsor or its affiliates have engaged in a due diligence process to ensure a thorough KYC process, such as the Authorized Participants, Market Makers, Prime Broker and Bitcoin Custodian. Each Authorized Participant and Market Maker must undergo onboarding by affiliates of the Sponsor who are owned and controlled by the Sponsor’s indirect parent, BlackRock, Inc. (“BlackRock”), in order to use the online order entry system operated by BlackRock to place creation or redemption orders with respect to the Trust. Additionally, each Market Maker who deposits bitcoin in a creation basket or receives bitcoin from the Trust as part of a redemption must establish an account – and transfer or receive such bitcoin through such account – at the Prime Broker. As a result, the Sponsor and the Trust have instituted procedures designed to ensure that a situation would not arise where the Trust would engage in transactions with a counterparty whose identity the Sponsor and the Trust did not know.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

December 4, 2023

Page 3

Furthermore, Authorized Participants, as broker-dealers, and the Prime Broker and Bitcoin Custodian, as an entity licensed to conduct virtual currency business activity by the New York Department of Financial Services and a limited purpose trust company subject to New York Banking Law, respectively, are “financial institutions” subject to the U.S. Bank Secrecy Act, as amended (“BSA”), and U.S. economic sanctions laws. The Trust will only accept in-kind creation and redemption requests from regulated Authorized Participants and Market Makers who have represented to the Trust that they are subject to applicable sanctions and anti-money laundering laws and have implemented compliance programs that are designed to ensure compliance with those laws. Authorized Participants must represent to the Trust that they have onboarded their Market Makers through their own Bank Secrecy Act and sanctions compliance programs. In addition, with respect to all bitcoin delivered in connection with creation requests, the Market Makers must represent to the Trust that the Market Maker will form a reasonable belief (i) as to the identities of, and conduct necessary diligence with respect to, any counterparties from whom the Market Maker obtains bitcoin being transferred and (ii) that such bitcoin being transferred by the Market Maker to the Trust were not derived from, or associated with, unlawful or criminal activity. The Trust will not hold any bitcoin except those that have been delivered by Market Makers in connection with creation requests.

The Prime Broker and Bitcoin Custodian have adopted and implemented AML and sanctions compliance programs, which provide additional protections designed to ensure that the Sponsor and the Trust do not transact with a sanctioned party. Notably, every Market Maker must establish an account at the Prime Broker through which the Market Maker transfers bitcoin to the Trust during a purchase order or receives bitcoin from the Trust in connection with a redemption order. The Prime Broker performs screening using blockchain analytics to identify, detect, and mitigate the risk of transacting with a sanctioned or other unlawful actor. Pursuant to the Prime Broker’s blockchain analytics screening program, any bitcoin that is delivered to the Trust’s custody account will undergo screening designed to assess whether the origins of that bitcoin are illicit.

AML/KYC and Sanctions Compliance Procedures:

The following financial crime-related procedures, organized by the relevant party or parties undertaking or subject to the respective control, are intended to mitigate the risk of transacting or dealing with a counterparty that is the subject or target of sanctions administered and enforced by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the European Union (“EU”), the United Nations (“UN”), and the United Kingdom’s Office of Foreign Sanctions Implementation (“OFSI”) (hereinafter, “Sanctions Authorities”). For additional information on BlackRock’s AML, CTF, and Sanctions compliance program, please reference the following literature:

https://www.blackrock.com/corporate/literature/publication/blk-aml-and-sanctions-program-attestation-letter.pdf and https://www.blackrock.com/corporate/literature/publication/wolfsberg-group-financial-crime-compliance-questionnaire.pdf.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

December 4, 2023

Page 4

Authorized Participant:

			●

			Each Authorized Participant is required to enter into an Authorized Participant Agreement, which includes robust AML and sanctions-related representations, warranties, and covenants in relation to their activities and the Trust.

			●

			All Authorized Participants in the U.S. market are banks and/or registered securities broker-dealers. Authorized Participants must be onboarded by affiliates of the Sponsor who are owned and controlled by the Sponsor’s indirect parent, BlackRock, in order to use the online order entry system operated by BlackRock to place orders.

			●

			At the time of onboarding to the online order entry system operated by BlackRock, all Authorized Participants undergo the Client Identification Program (“CIP”) as part of due diligence performed by affiliates of the Sponsor, which includes identifying and verifying information such as the full legal entity name, physical address, and taxpayer identification number, and verifying that the Authorized Participant is a U.S. regulated financial institution.

			●

			During the onboarding process, Authorized Participants are subject to screening against the Sanctions Authorities with which BlackRock globally adopts and complies, both at the time of onboarding as well as on an ongoing, nightly basis.

Market Makers:

			●

			Each Market Maker is required to enter into a Market Maker Agreement, which includes robust anti-money laundering and sanctions-related representations, warranties, and covenants in relation to their activities and the Trust.

			●

			All Market Makers must be onboarded by affiliates of the Sponsor who are owned and controlled by the Sponsor’s indirect parent, BlackRock, in order to use the online order entry system operated by BlackRock to place or take part in orders.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

December 4, 2023

Page 5

			●

			At the time of onboarding to the online order entry system operated by BlackRock, all Market Makers undergo the CIP as part of due diligence performed by affiliates of the Sponsor at the time of onboarding, which includes identifying and verifying information such as the full legal entity name, physical address, and taxpayer identification number. In addition, all Market Makers undergo the Sponsor/Trust’s enhanced due diligence onboarding, which includes identifying and verifying information such as the legal name, date of establishment and country of formation, legal address, identification number, evidence of regulatory standing and registered status, ownership and control structure, and source of funds.

			●

			During the onboarding process, the Market Maker entities, and their directors, owners/controllers are subject to screening against the Sanctions Authorities with which BlackRock globally adopts and complies, both at the time of onboarding as well as on an ongoing, nightly basis.

			●

			In addition, all Market Makers are required to undergo the Prime Broker’s AML/KYC and sanctions screening onboarding process in order to open accounts at the Prime Broker and deposit bitcoin to or receive bitcoin from the Trust’s Trading Account at the Prime Broker in connection with in-kind creations and redemptions.

			●

			In addition, all Market Makers must be successfully onboarded by the Authorized Participant through or together with whom the Market Maker is placing or taking part in a purchase or redemption order through the Authorized Participant’s own BSA/AML program. Authorized Participants must make representations to this effect to the Trust.

Trust Agreements with Prime Broker and Bitcoin Custodian:

			●

			The Trust has several agreements with the Prime Broker, Coinbase Inc., and Bitcoin Custodian, Coinbase Custody Trust Company, including a Prime Brokerage Agreement (the “Prime Broker Agreement”) and Service Level Agreement (“SLA”), which contain robust anti-money laundering and sanctions-related representations, warranties, and covenants and explicit stipulations about the performance and undertaking of sanctions-related controls.

			●

			The Prime Broker Agreement provides, among others, that all Market Makers are required to undergo the Prime Broker’s AML/KYC and sanctions screening onboarding process prior to facilitating bitcoin deposits to, and withdrawals from, the Trust Trading Account at the Prime Broker.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

December 4, 2023

Page 6

			●

			Among the responsibilities outlined in the governing Prime Broker Agreement and SLA, the Prime Broker has stipulated to multiple provisions around sanctions screening, including providing the Trust/Sponsor a quarterly report of its sanctions screening results for visibility into and governance over key control functions the Prime Broker conducts on behalf of the Trust’s Trading Account.

			●

			Prior to any movement of bitcoin between a Market Maker’s account at the Prime Broker and the Trust’s Trading Account at the Prime Broker, the Prime Broker Agreement provides that the Prime Broker will perform a sanctions screening check designed to ensure that bitcoin in kind transactions did not, directly originate from persons, entities or countries that are the target or subject of sanctions or any country embargoes, or knowingly associated with such persons, entities or countries, or otherwise in violation of applicable sanctions laws, in violation of any sanctions laws. In the event of a bitcoin in-kind transaction being suspected or determined to be in violation of certain applicable sanctions laws, the Prime Broker Agreement provides, among others, that the Prime Broker and its affiliates, including the Bitcoin Custodian, will (a) block or reject the deposit of such bitcoin into the Trust’s Trading Account, where required by applicable sanctions laws, and (b) agree to promptly inform the Trust if any fund movement between a Market Maker’s account at the Prime Broker and the Trust’s account(s) involves such bitcoin, so long as permitted by law.

			3.

			Please revise to disclose whether and to what extent the Trust, Sponsor, Prime Broker, Bitcoin Custodian or any other entity is permitted to loan, pledge or rehypothecate any of the Trust’s assets.

In response to the Staff’s comment, the Trust has revised the disclosure on pages 83 and 86 to clarify that the Bitcoin Custodian and the Prime Broker are not permitted to loan, pledge or rehypothecate any of the Trust’s assets. Under the Custodian Agreement, the Bitcoin Custodian is not permitted to loan, pledge, or rehypothecate any of the Trust’s assets in its Vault Balance, while under the Prime Broker Agreement, the Prime Broker is not permitted to loan, pledge, or rehypothecate any of the Trust’s assets in its Trading Balance without the Trust’s consent, which the Trust does not expect to grant. Additionally, the Trust supplementally advises the Staff that, as disclosed on page 87 of the prospectus, bitcoin credited to the Trust’s Trading Balance and Vault Balance are subject to a lien to secure unpaid Trade Credits extended to the Trust by the Trade Credit Lender.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

December 4, 2023

Page 7

Cover Page

			4.

			Please revise your cover page to disclose the termination date of the offering, if any, and disclose that you are registering an indeterminate number of Shares.

In response to the Staff’s comment, the Trust has revised the cover page to disclose that the Trust is regis

United States securities and exchange commission logo
November 13, 2023
Shannon Ghia
Chief Executive Officer
iShares Bitcoin Trust
c/o iShares Delaware Trust Sponsor LLC
400 Howard Street
San Francisco, CA 94105
Re:iShares Bitcoin Trust
Amendment No. 1 to Registration Statement on Form S-1
Filed October 19, 2023
File No. 333-272680
Dear Shannon Ghia:
            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 or
Sponsor 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,
Prime Broker or Custodian may not know a 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.  In this regard, we note your disclosure in the third
risk factor on page 49.
3.Please revise to disclose whether and to what extent the Trust, Sponsor, Prime Broker,

 FirstName LastNameShannon Ghia
 Comapany NameiShares Bitcoin Trust
 November 13, 2023 Page 2
 FirstName LastNameShannon Ghia
iShares Bitcoin Trust
November 13, 2023
Page 2
Bitcoin Custodian or any other entity is permitted to loan, pledge or rehypothecate any of
the Trust’s assets.
Cover Page
4.Please revise your cover page to disclose the termination date of the offering, if any, and
disclose that you are registering an indeterminate number of Shares.
Prospectus Summary
Trust Objective, page 2
5.We note your disclosure on page 2 that "[t]he Bitcoin Custodian will keep a substantial
portion of the private keys associated with the Trust's bitcoin in 'cold storage' or similarly
secure technology."  Please revise to disclose the percentage of the private keys held in
cold storage, and, on page 83, disclose the Bitcoin Custodian's policies regarding whether
the private keys are held in cold or hot storage, and describe the "similarly secure
technology."  Also, we note that the Prime Broker holds the Trading Balance across a
combination of omnibus hot wallets, cold wallets or in accounts in the Prime Broker's
name on a trading venue.  Please disclose the percentage held in each or the policies
related to where the Trading Balance is held.
Summary Risk Factors
Risks Factors Related to Digital Assets, page 3
6.Please revise your disclosure here and in the first risk factor on page 16 to provide
quantitative information that demonstrates the volatility of the price of bitcoin.
The Offering
Trust expenses, page 8
7.We note your disclosure in the last paragraph on page 9 that fees and expenses incurred by
the Trust and other Client Accounts will be allocated across the entities on a pro
rata basis.  Please revise here to provide a brief description of and revise your disclosure
on page 68 to include a detailed description of the "other Client Accounts," the entities
across which the Sponsor will allocate the costs on a pro rata basis, the types of expenses
that may be allocated across the entities on a pro rata basis and the types of expenses that
are specifically attributable to the Trust or another Client Account.  In addition, please
revise your disclosure on page 68 to describe the Sponsor's policies related to allocating
the costs across the entities.  In this regard, we note that the Sponsor may do so on a pro
rata basis or "on a basis it considers to be equitable."  Disclose the criteria for determining
whether the allocation of costs is equitable.
Dissolution events, page 13
8.We note your disclosure in the fourth bullet point on page 14 that the Sponsor may
dissolve the Trust if "the value of the Trust is at a level at which continued operation of

 FirstName LastNameShannon Ghia
 Comapany NameiShares Bitcoin Trust
 November 13, 2023 Page 3
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iShares Bitcoin Trust
November 13, 2023
Page 3
the Trust is not cost-efficient."  Please revise to quantify or otherwise describe what "cost-
efficient" means.
9.Please clarify whether Shareholders will be entitled to cash or bitcoin upon the
termination of the Trust.  In addition, if Shareholders will be entitled to cash, please revise
your disclosure on page 74 to explain how the Trust's bitcoin will be sold in connection
with the termination of the Trust.
If the digital asset award for mining blocks and transaction fees, page 21
10.Please revise the second bullet point in this risk factor to disclose the current reward and
an estimate of the next reward halving event.
Risk Factors Related to the Digital Asset Markets
The Index has a limited history, page 28
11.Please expand this risk factor to quantify the CF Benchmarks Index's limited history.
Similarly, please expand the second risk factor on page 35 to describe the Sponsor's
limited history of operating investment vehicles involving crypto assets.
Business of the Trust
Net Asset Value, page 62
12.We note your disclosure on page 62 that "[i]f the CF Benchmarks Index is not available or
the Sponsor determines, in its sole discretion, that the CF Benchmarks Index should not be
used, the Trust’s holdings may be fair valued in accordance with the policy approved by
the Sponsor."  Please revise to disclose here whether the Sponsor has selected a
methodology to use if the CF Benchmarks Index is not available, and, if so, please
describe the methodology.  In addition, please disclose the "policy approved by the
Sponsor."  To the extent that the Sponsor has not selected an alternative methodology,
please describe the Sponsor's criteria or policies related to selecting a different
methodology.  Also disclose whether the Sponsor will notify investors that the CF
Benchmarks Index was not and/or will not be used, and, if so, how the Sponsor will notify
investors.
13.Please disclose whether an intra-day indicative value per Share is calculated throughout
the day, and, if so, please disclose the methodology of the calculation and where the
calculation is published.  Similarly, please disclose where the net asset value of the Trust
is published.
Valuation of Bitcoin; CF Benchmark Index, page 62
14.We note your response to prior comment 6. Please address the following with respect to
your application of ASC Topic 820:
•Provide us with your accounting policy for determining the fair value of bitcoin in
accordance with ASC Topic 820.

 FirstName LastNameShannon Ghia
 Comapany NameiShares Bitcoin Trust
 November 13, 2023 Page 4
 FirstName LastNameShannon Ghia
iShares Bitcoin Trust
November 13, 2023
Page 4
•As the trust is expected to primarily transact with the bitcoin markets through the
Authorized Participant, confirm for us that your determination of the principal market
will be from the perspective of the Authorized Participant.
•Tell us if you and/or your Authorized Participant plan to transact in multiple markets.
If so, please ensure that your accounting policy reflects that fact and describe the
types of markets in which you and/or your Authorized Participant expect to transact.
In that regard, we note that ASC 820-10-35- 36A includes definitions of four types of
markets (e.g. brokered market, dealer market, exchange market, and principal to
principal market).
•Clarify for us whether you anticipate your principal market will be one which you or
your Authorized Participant will be able to access and in which you or your
Authorized Participant will normally transact. Refer to ASC Topics 820-10-35-6A
and 820-10-35-5A respectively.
•In your disclosure on page 62 you disclose your intention to engage a third party to
obtain a price from a principal market for bitcoin, and that price will form the basis
for you determination of fair value in accordance with GAAP. Please explain how
your determination of “a principal market” for bitcoin is consistent with the guidance
in ASC Topic 820-10-35-6A which states the principal market shall be considered
from the perspective of the reporting entity.
15.Please tell us what you mean by your disclosure that "[t]he selection of exchanges for use
in the CF Benchmarks Index is based on the accessible venues on which the Trust will
primarily execute transactions" and that "[t]he list of exchanges on which the Trust
executes transactions may evolve from time to time."  Also disclose the characteristics of
a trading venue that is eligible to be a Constituent Exchange for the CF Benchmarks
Index.
16.Please revise to describe the oversight procedures to ensure that the Index is administered
through the Index Administrator's codified policies for Index integrity, and provide a brief
description of the material codified policies for Index integrity.
17.Please disclose whether the Trustee, the Trust Administrator or the Sponsor monitors for
unusual pricing such that the price may be corrected after 4:00 p.m.
Trust Expenses, page 68
18.We note your disclosure that "[t]he Sponsor may, at its discretion and from time to time,
waive all or a portion of the Sponsor’s Fee for stated periods of time."  Please revise to
disclose the criteria the Sponsor will consider or the reasons the Sponsor may choose to
waive the fee.  Also disclose whether, and, if so, how the Sponsor will notify the
Shareholders of the "stated periods of time" for the waiver.
19.We note your disclosure that "[t]o cover the Sponsor’s Fee and expenses not assumed by
the Sponsor, the Sponsor or its delegate will cause the Trust (or its delegate) to convert
bitcoin into U.S. dollars or other fiat currencies at the prevailing exchange rate (less

 FirstName LastNameShannon Ghia
 Comapany NameiShares Bitcoin Trust
 November 13, 2023 Page 5
 FirstName LastNameShannon Ghia
iShares Bitcoin Trust
November 13, 2023
Page 5
applicable fees) which the Sponsor is able to obtain using commercially reasonable
efforts."  Please revise to expand your disclosure to discuss how the Sponsor will
determine the "prevailing exchange rate" and disclose the "other fiat currencies."
Description of the Shares and the Trust Agreement, page 69
20.Please revise to disclose whether and, if so, how you will notify Shareholders if the Trust
has suspended creations and redemptions, and describe the potential impact of suspending
creations and redemptions.  In addition, please revise to provide examples of periods in
which the Sponsor may determine that delivery, disposal or evaluation of bitcoin is not
reasonably practicable and reasons why the Sponsor may think it is advisable to suspend
creation and redemptions.
Deposit of Bitcoin; Issuance of Baskets, page 70
21.Please disclose why and under what circumstances the Authorized Participants will utilize
designated third parties to deliver bitcoin to the Trust's Trading Balance with the Prime
Broker.  Please also disclose when the bitcoin will be transferred to the account with the
Bitcoin Custodian, whether that is a condition to issuing a Basket to the Authorized
Participant, and who will be responsible for the cost of the on-chain transaction.
The Custodians, page 83
22.Please disclose the percentage of the private keys held in cold storage, the geographic
location of where the Trust's assets will be stored, the Custodian's policies related to
comingling assets, the limit on the amount that can be held in each wallet, the amount to
which the Bitcoin Custodian's insurance policies, including its commercial crime
insurance policy, cover the Trust's assets held by the Custodian, whether the insurance
provider or any other entity will be responsible for verifying the existence of the bitcoin,
the instructions that the Sponsor has provided to the Custodian regarding airdrops or forks
and the term of the agreement with the Bitcoin Custodian.  In this regard, we note that you
have provided a summary of your custody procedures on page 2 but you should discuss
your custody procedures in greater detail here or include cross-references to where
investors can find such disclosure.
The Prime Broker and the Trade Credit Lender
The Prime Broker, page 84
23.Please disclose the Prime Broker's policies related to whether the Trust's assets are held in
hot wallets, cold wallets or accounts in the Prime Broker's name on a trading venue.  In
this regard, we note your disclosure on page 84 that "[t]he Prime Broker is not required to
hold any of the bitcoin in the Trust’s Trading Balance in cold storage or to hold any such
bitcoin in segregation, and neither the Trust nor the Sponsor can control the method by
which the Prime Broker holds the bitcoin credited to the Trust’s Trading Balance."  Also
identify the Connected Trading Venues, how the Prime Broker selects the Connected

 FirstName LastNameShannon Ghia
 Comapany NameiShares Bitcoin Trust
 November 13, 2023 Page 6
 FirstName LastNameShannon Ghia
iShares Bitcoin Trust
November 13, 2023
Page 6
Trading Venues and, whether the Trust may direct the Prime Broker to use a specific
Connected Trading Venue.  In addition, we note your disclosure that "[t]he Trust’s
Trading Balance represents an entitlement to a pro rata share of the bitcoin the Prime
Broker has allocated to the omnibus hot wallets, omnibus cold wallets, and the accounts in
the Prime Broker’s name that the Prime Broker maintains at Connected Trading Venues
(which are typically held on an omnibus, rather than segregated, basis)."  Please clarify
what you mean by "a pro rata share of the bitcoin."
24.Please disclose the termination provisions and term of the Prime Broker Agreement.  In
this regard, we note your disclosure that the "Sponsor may, in its sole discretion, add or
terminate prime brokers at any time" and that the "Prime Broker is permitted to suspend or
terminate the Prime Broker Agreement under certain circumstances."  In addition, disclose
the policies and procedures that the Prime Broker has in place to mitigate conflicts of
interest when executing the Trust's orders.
25.Please disclose the insurance coverage of the Prime Broker and the degree to which the
insurance policy protects the Trust's assets held by the Prime Broker.
26.You state here that "the Trust may engage in purchases or sales of bitcoin by placing
orders with the Prime Broker."  Please revise to explain under what circumstances the
Trust would need to engage in purchases of bitcoin.
The Trade Credit Lender, page 86
27.Please revise to disclose the maximum amount of Trade Credit that the Trade Financing
Agreement permits to be outstanding at any one time.  In addition, please disclose the
Trade Credit interest rate.  Also disclose the Sponsor's policy regarding whether it
generally intends to fund the Trading Balance at the Prime Broker with sufficient cash or
bitcoin to pay fees and expenses or whether it regularly expects to utilize the Trade
Financing Agreement for such fees and expenses.
Seed Capital Investor, page 92
28.Please describe how the proceeds from the sale of the Seed Creation Baskets will be
converted to bitcoin, including any costs or transaction fees payable by the Trust
associated with such conversion.
Conflicts of Interest, page 94
29.Please revise your disclosure to briefly summarize the Sponsor's policies and procedures
designed to eliminate or mitigate conflicts of interest, including the Compliance Manual,
the Code of Ethics a

CORRESP
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	bit20231018_corresp.htm

			CLIFFORD CHANCE US

			LLP31 WEST 52ND STREET

			NEW YORK, NY 10019-6131

			TEL +1 212 878 8000

			FAX +1 212 878 8375

			www.cliffordchance.com

			VIA EDGAR

			Mr. Justin Dobbie, Esq.

			Ms. Sonia Bednarowski, Esq.

			Office of Crypto Assets

			United States Securities and Exchange Commission

			Division of Corporation Finance

			100 F Street, N.E.

			Washington, D.C. 20549

			October 19, 2023

			Re:

			iShares Bitcoin Trust

			Registration Statement on Form S-1

			File No. 333-272680

			Filed June 15, 2023

Dear Mr. Dobbie and Ms. Bednarowski:

On behalf of our client, iShares® Bitcoin Trust (the “Trust”), set forth below are the Trust’s responses to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) by letter dated September 29, 2023 (the “Comment Letter”) in connection with the Trust’s Registration Statement on Form S-1 (the “Registration Statement”), which was filed with the SEC on June 15, 2023. Concurrently with the filing of this response letter, the Trust is filing Pre-Effective Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”). Where noted in the responses below, the Amended Registration Statement has been updated in response to the Staff’s comments. Defined terms used herein but not otherwise defined have the meanings ascribed to them in the Amended Registration Statement.

The Trust’s responses are set out in the order in which the comments were set out in the Comment Letter and are numbered accordingly.

All page references in the responses below are to the pages of a marked copy of the Amended Registration Statement, which was submitted today by the Trust via EDGAR, unless otherwise specified.

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.

The Trust acknowledges the Staff’s comment.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

October 19, 2023

Page 2

			2.

			We note that your registration statement includes a number of blanks or omitted information, including, for example, the identification of the Delaware trustee of the Trust, the identification of the Seed Capital Investor, the list of Authorized Participants and the material terms of your agreements with service providers as well as the exhibits containing the agreements. We also note that you have not included the Prime Broker Agreement in the exhibit index. Please revise to include this information in your next amendment, or tell us when you intend to do so. Please also confirm your understanding that the staff will need sufficient time to review this information, and we may have additional comments at that time.

In response to the Staff’s comment, the Trust has revised the prospectus to include the omitted information, except for the audited financial statements, a report of the independent registered public accounting firm, the seed capital investment, the current Authorized Participants, the Sponsor’s Fee, the ticker symbol, a hypothetical calculation of NAV, and certain dates and figures to be included in a subsequent amendment to the Registration Statement.

Additionally, the Trust has included the Prime Broker Agreement in the exhibit index of the Amended Registration Statement.

The Trust will include the remaining omitted information in future amendments to its Registration Statement, and confirms its understanding that the Staff will need sufficient time to review such information and that it 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.

In response to the Staff’s comment, the Trust supplementally advises the Staff that the Trust has referred to and considered the issues identified in the Staff’s December 2022 Sample Letter to Companies Regarding Recent Developments in Crypto Asset Markets in preparing the Registration Statement.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

October 19, 2023

Page 3

Risk Factors

Due to the unregulated nature and lack of transparency, page 27

			4.

			Please revise this risk factor to discuss the risks associated with manipulation, front- running and wash-trading.

In response to the Staff’s comment, the Trust has revised the disclosure beginning on page 27 of the prospectus to discuss the risks associated with manipulation, front-running and wash-trading.

Business of the Trust, page 60

			5.

			Please revise your disclosure to address the competition you will face in launching and sustaining your product. Please also revise your risk factors to address the risks associated with this competition, including the risk that your timing in reaching the market and your fee structure relative to other bitcoin ETPs could have a detrimental effect on the scale and sustainability of your product.

In response to the Staff’s comment, the Trust has revised the disclosure on pages 31 and 61 of the prospectus to address the competition it will face in launching and sustaining the Trust.

Valuation of Bitcoin; The CF Benchmark Index, page 62

			6.

			Please include a materially complete description of the methodology to be used to calculate NAV and disclose how you will value your bitcoin holdings for GAAP purposes. Please also tell us how you intend to develop accounting and valuation policies to address significant events related to crypto assets. For example, explain to us how your valuation policies will address the potential for a blockchain for a crypto asset to diverge into different paths (i.e., a “fork”) and airdrops.

In response to the Staff’s comment, the Trust has revised the disclosure on page 62 of the prospectus to include a materially complete description of the methodology to be used to calculate NAV and disclose how it will value its bitcoin holdings for GAAP purposes.

Additionally, the Trust supplementally advises the Staff that the Sponsor has developed accounting and valuation policies to address significant events related to crypto assets. If a significant event related to crypto assets were to cause the Trust to receive Incidental Rights or IR Virtual Currency, the Sponsor would undertake a process to determine whether such Incidental Rights or IR Virtual Currency would be recognized as an asset. If the Sponsor determines, in its sole discretion, to recognize such Incidental Rights or IR Virtual Currency as an asset: (1) in case of a fork of the Bitcoin blockchain, the Trust would allocate part of the cost basis of the original bitcoin to the new bitcoin based upon each asset’s fair market value on the effective date of the event and (2) in case of an airdrop, the Trust would account for it as income equal to the fair value, if any, of the new airdropped asset on the effective date of the event, which amount would also be the cost basis of such airdropped asset.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

October 19, 2023

Page 4

			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:

In response to the Staff’s comment, the Trust has revised the disclosure beginning on page 63 of the prospectus to address the following, which together with the existing disclosure, provides a materially complete description of the index methodology.

			●

			Include a table with market share and volume information for each constituent trading platform used to calculate the CF Benchmarks Index;

In response to the Staff’s comment, the Trust has revised the disclosure beginning on page 66 of the prospectus to include a table with market share and volume information for each constituent trading platform.

			●

			Describe how the CF Benchmarks Index is calculated by providing an example of the calculation;

In response to the Staff’s comment, the Trust has revised the disclosure on page 63 of the prospectus to provide an example of how the CF Benchmarks Index is calculated.

			●

			Disclose the extent to which the Sponsor has discretion to select a different index; and

In response to the Staff’s comment, the Trust supplementally advises the Staff that, as disclosed on pages 7 and 62 of the prospectus, iShares Delaware Trust Sponsor LLC, an indirect subsidiary of BlackRock Inc., as the sponsor of the Trust, has the sole discretion to determine not to use the CF Benchmarks Index as the Index.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

October 19, 2023

Page 5

			●

			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.

In response to the Staff’s comment, the Trust has revised the disclosure on page 67 of the prospectus to disclose how the Sponsor will notify investors of changes to the Constituent Exchanges used by the Index Administrator to calculate the Index.

Description of the Shares and the Trust Agreement, page 65

			8.

			Please include a materially complete discussion of the creation and redemption process. As appropriate, please also address the following:

			●

			Discuss the potential impact on the arbitrage mechanism of the price volatility, trading volume, price differentials across bitcoin trading platforms, and the closing of bitcoin trading platforms due to fraud, failures, security breaches or otherwise; and

In response to the Staff’s comment, the Trust has revised the disclosure on pages 34 and 61 of the prospectus to discuss the potential impact of such factors on the arbitrage mechanism.

			●

			Describe the mechanics of how the creation and redemption process will work between the Trust, the Authorized Participants and the Custodians, including a discussion of whether and to what extent transactions between the Authorized Participants and the Bitcoin Custodian will be settled on-chain or off-chain, and any risks associated with the settlement process.

In response to the Staff’s comment, the Trust has revised the disclosure beginning on page 70 of the prospectus to provide a materially complete description of the creation and redemption process.

			9.

			Please discuss whether and to what extent the size of your creation and redemption baskets could have an impact on the arbitrage mechanism in light of the market for bitcoin.

In response to the Staff’s comment, the Trust supplementally advises the Staff that the Trust will use a Basket of 40,000 Shares for creation and redemption, which would equal $1,000,000 in value, assuming an initial per share price of $25.00. The Trust believes that such Basket size will enable Authorized Participants and market participants to manage their inventory of bitcoin and facilitate an effective arbitrage mechanism to keep the price of the Shares closely linked to the price of bitcoin.

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

October 19, 2023

Page 6

The Custodians

Bitcoin Custodian, page 78

			10.

			Please revise to provide a materially complete discussion of your bitcoin custody arrangements. For example, please consider addressing the following:

			●

			Describe the material terms of your agreement with the Bitcoin Custodian;

			●

			Describe how the Bitcoin Custodian will store the private keys, including whether they will be commingled with assets of other customers, and the geographic location where they will be stored;

			●

			Identify who will have access to the private key information and disclose whether any entity will be responsible for verifying the existence of the bitcoins; and

			●

			Disclose whether and to what extent the Bitcoin Custodian carries insurance for any losses of the bitcoin that it custodies for you.

In response to the Staff’s comment, the Trust has revised the disclosure beginning on page 83 of the prospectus to provide a materially complete description of its bitcoin custody arrangements.

Conflicts of Interest, page 89

			11.

			Please revise to disclose all existing and potential conflicts of interest between your Sponsor and its affiliates and the Trust. Please also clarify whether the Sponsor or any insiders have bitcoin or bitcoin-related exposure that could create conflicts of interest and disclose whether you have a code of conduct or other requirements for pre-clearance of bitcoin-related transactions that apply to your employees, the Sponsor, or any of its affiliates.

In response to the Staff’s comment, the Trust has revised the disclosure on page 94 of the prospectus to disclose existing and potential conflicts of interest between the Sponsor and its affiliates, on the one hand, and the Trust, on the other hand. Additionally, the Trust has revised the disclosure on page 54 of the prospectus to include a risk factor under the caption “Risk Factors—Risk Factors Related to Potential Conflicts of Interest—There is no guarantee that every employee, officer, director, or similar person associated with the Sponsor, Trustee, or the BlackRock Affiliates will comply with the Policies, duties and training and refrain from engaging in insider trading in violation of their duties to the Trust and Sponsor.”

			CLIFFORD CHANCE US LLP

Mr. Justin Dobbie, Esq.

Ms. Sonia Bednarowski, Esq.

United States Securities and Exchange Commission

October 19, 2023

Page 7

Experts, page 90

			12.

			Please revise to include this information in your next amendment, or tell us when you intend to do so.

In response to the Staff’s comment, the Trust supplementally advises the Staff that it will include this information on page 95 of the prospectus based on the audit report of the independent registered public accounting firm to be included in a subsequent amendment to the Registration Statement.

Financial Statements, page 96

			13.

			We note your disclosure that your audited financial statements will be provided by a pre-effective amendment. Please confirm you will file these audited financial statements as soon as they are available in order to allow the staff sufficient time to complete its review. Please also confirm your understanding that the staff will need sufficient time to review the audited financial statements and related information, and we may have additional comments at that time.

In response to the Staff’s comment, the Trust confirms it will file the audited financial statements in a subsequent amendment to the Registration Statement as soon as they are available. The Trust also confirms its understanding that the Staff will need sufficient time to review the audited financial statements and related information, and the Staff may have additional comments at that time.

Should the Staff have any additional questions or comments regarding any of the foregoing, please do not hesitate to call me at (212) 878-3180 or Jason D. Myers at (212) 878-8324.

			Sincerely,

			/s/ Clifford R. Cone

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

 FirstName LastNameShannon Ghia
 Comapany NameiShares Bitcoin Trust
 September 29, 2023 Page 2
 FirstName LastNameShannon Ghia
iShares Bitcoin Trust
September 29, 2023
Page 2
containing the agreements.  We also note that you have not included the Prime Broker
Agreement in the exhibit index. Please revise to include this information in your next
amendment, or tell us when you intend to do so.  Please also confirm your understanding
that the staff will need sufficient time to review this information, and we may have
additional comments at that time.
3.We refer you to our December 2022 Sample Letter to Companies Regarding Recent
Developments in Crypto Asset Markets, located on our website at the following address:
https://www.sec.gov/corpfin/sample-letter-companies-regarding-crypto-asset-markets.
Please consider the issues identified in the sample letter as applicable to your facts and
circumstances, and revise your disclosure accordingly.
Risk Factors
Due to the unregulated nature and lack of transparency, page 27
4.Please revise this risk factor to discuss the risks associated with manipulation, front-
running and wash-trading.
Business of the Trust, page 60
5.Please revise your disclosure to address the competition you will face in launching and
sustaining your product.  Please also revise your risk factors to address the risks associated
with this competition, including the risk that your timing in reaching the market and your
fee structure relative to other bitcoin ETPs could have a detrimental effect on the scale and
sustainability of your product.
Valuation of Bitcoin; The CF Benchmark Index, page 62
6.Please include a materially complete description of the methodology to be used to
calculate NAV and disclose how you will value your bitcoin holdings for GAAP
purposes.  Please also tell us how you intend to develop accounting and valuation policies
to address significant events related to crypto assets.  For example, explain to us how your
valuation policies will address the potential for a blockchain for a crypto asset to diverge
into different paths (i.e., a “fork”) and airdrops.
7.Please revise your disclosure to provide a materially complete description of the
index methodology.  Please also address the following in your disclosure regarding the
index:
•Include a table with market share and volume information for each constituent
trading platform used to calculate the CF Benchmarks Index;
•Describe how the CF Benchmarks Index is calculated by providing an example of the
calculation;
•Disclose the extent to which the Sponsor has discretion to select a different index;
and
•Disclose whether the Sponsor will notify investors of changes to the constituent
trading platforms used to calculate the index, and, if so, how the Sponsor will notify

 FirstName LastNameShannon Ghia
 Comapany NameiShares Bitcoin Trust
 September 29, 2023 Page 3
 FirstName LastName
Shannon Ghia
iShares Bitcoin Trust
September 29, 2023
Page 3
the investor of such changes.
Description of the Shares and the Trust Agreement, page 65
8.Please include a materially complete discussion of the creation and redemption process.
As appropriate, please also address the following:
•Discuss the potential impact on the arbitrage mechanism of the price volatility,
trading volume, price differentials across bitcoin trading platforms, and the closing of
bitcoin trading platforms due to fraud, failures, security breaches or otherwise; and
•Describe the mechanics of how the creation and redemption process will work
between the Trust, the Authorized Participants and the Custodians, including a
discussion of whether and to what extent transactions between the Authorized
Participants and the Bitcoin Custodian will be settled on-chain or off-chain, and any
risks associated with the settlement process.
9.Please discuss whether and to what extent the size of your creation and redemption
baskets could have an impact on the arbitrage mechanism in light of the market for
bitcoin.
The Custodians
Bitcoin Custodian, page 78
10.Please revise to provide a materially complete discussion of your bitcoin custody
arrangements.  For example, please consider addressing the following:
•Describe the material terms of your agreement with the Bitcoin Custodian;
•Describe how the Bitcoin Custodian will store the private keys,
including whether they will be commingled with assets of other customers, and the
geographic location where they will be stored;
•Identify who will have access to the private key information and disclose whether any
entity will be responsible for verifying the existence of the bitcoins; and
•Disclose whether and to what extent the Bitcoin Custodian carries insurance for any
losses of the bitcoin that it custodies for you.
Conflicts of Interest, page 89
11.Please revise to disclose all existing and potential conflicts of interest between your
Sponsor and its affiliates and the Trust.  Please also clarify whether the Sponsor or any
insiders have bitcoin or bitcoin-related exposure that could create conflicts of interest and
disclose whether you have a code of conduct or other requirements for pre-clearance of
bitcoin-related transactions that apply to your employees, the Sponsor, or any of its
affiliates.

 FirstName LastNameShannon Ghia
 Comapany NameiShares Bitcoin Trust
 September 29, 2023 Page 4
 FirstName LastName
Shannon Ghia
iShares Bitcoin Trust
September 29, 2023
Page 4
Experts, page 90
12.Please revise to include this information in your next amendment, or tell us when you
intend to do so.
Financial Statements, page 96
13.We note your disclosure that your audited financial statements will be provided by a pre-
effective amendment.  Please confirm you will file these audited financial statements as
soon as they are available in order to allow the staff sufficient time to complete its
review.  Please also confirm your understanding that the staff will need sufficient time to
review the audited financial statements and related information, and we may have
additional comments at that time.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Kate Tillan at 202-551-3604 or Michelle Miller at 202-551-3368 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets