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United States securities and exchange commission logo





                              September 29, 2023

       Leah Wald
       Chief Executive Officer
       Valkyrie Bitcoin Fund
       c/o Valkyrie Digital Assets LLC
       320 Seven Springs Way, Suite 250
       Brentwood, TN 37027

                                                        Re: Valkyrie Bitcoin
Fund
                                                            Amendment No. 2 to
                                                            Registration
Statement on Form S-1
                                                            File No. 333-252344
                                                            Filed June 21, 2023

       Dear Leah Wald:

              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.

       Amendment No. 2 to 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, identification of the Custodian, the initial Authorized
                                                        Participant and
Authorized Participants, the Marketing Agent, and a description of the
 Leah Wald
FirstName LastNameLeah   Wald
Valkyrie Bitcoin Fund
Comapany 29,
September  NameValkyrie
              2023      Bitcoin Fund
September
Page 2    29, 2023 Page 2
FirstName LastName
         material agreements as well as the inclusion of the material
agreements as exhibits. Please
         revise to include this information in your next amendment, or tell us
when you intend to
         do so. Please also confirm your understanding that the staff will need
sufficient time to
         review this information, and we may have additional comments at that
time.
3.       We refer you to our December 2022 Sample Letter to Companies Regarding
Recent
         Developments in Crypto Asset Markets, located on our website at the
following
         address:
https://www.sec.gov/corpfin/sample-letter-companies-regarding-crypto-asset-
         markets. Please consider the issues identified in the sample letter as
applicable to your
         facts and circumstances, and revise your disclosure accordingly.
Risk Factors, page 6

4.       Provide a materially complete description of the risks related to
bitcoin and the bitcoin
         network, including, for example, the risks presented by the
environmental risks from
         bitcoin mining, the existence of bitcoin    whales    and the
concentration in bitcoin
         ownership.
5.       Please revise your disclosure to address the competition you will face
in launching and
         sustaining your product. Please also revise your risk factors to
address the risks associated
         with this competition, including the risk that your timing in reaching
the market and your
         fee structure relative to other bitcoin ETPs could have a detrimental
effect on the scale and
         sustainability of your product.
6.       Please revise your disclosure to discuss the risks of manipulation and
front-running.
Use of the CME CF Bitcoin Reference Rate - New York Variant, page 39

7.       Please revise your disclosure to provide a materially complete
description of the
         index methodology. Please also address the following in your
disclosure regarding the
         index:
             Include a table with market share for each constituent trading
platform comprising
             the index used to calculate the CME CF Bitcoin Reference Rate;
             Explain how the identified trading platforms are selected and
describe how the CME
             CF Bitcoin Reference Rate is calculated by showing an example of
the calculation;
             Disclose the extent to which the Sponsor has discretion to select
a different index;
             and
             Disclose whether the Sponsor will notify investors of changes to
the constituent
             trading platforms used to calculate the index, and, if so, how the
Sponsor will notify
             the investor of such changes.
Calculation of NAV, page 40

8.       Please include a materially complete description of the methodology to
be used to
         calculate NAV and disclose how you will value your bitcoin holdings
for GAAP
         purposes. Please also tell us how you intend to develop accounting and
valuation policies
 Leah Wald
FirstName LastNameLeah   Wald
Valkyrie Bitcoin Fund
Comapany 29,
September  NameValkyrie
              2023      Bitcoin Fund
September
Page 3    29, 2023 Page 3
FirstName LastName
         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.
Conflicts of Interest, page 45

9.       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.
Custody of the Trust's Bitcoin, page 47

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 Custodian;
             Describe how the Custodian will store the private keys, including
whether the
             Custodian will utilize cold or hot storage;
             Identify who will have access to the private key information and
disclose whether any
             entity will be responsible for verifying the existence of the
bitcoins; and
             Disclose whether and to what extent the Custodian carries
insurance for any losses of
             the bitcoin that it custodies for you.
Description of Creation and Redemption of Shares, page 48

11.      Please include a materially complete discussion of the creation and
redemption process.
         As appropriate, please also address the following:
             Discuss the potential impact on the arbitrage mechanism of the
price volatility,
             trading volume, price differentials across bitcoin trading
platforms, and the closing of
             bitcoin trading platforms due to fraud, failures, security
breaches or otherwise;
             Clarify the circumstances under which the Sponsor may suspend
creations; and
             Describe the mechanics of how the creation and redemption process
will work
             between the Trust, the Authorized Participants and the Custodian,
including a
             discussion of whether and to what extent creation and redemption
transactions will be
             settled on-chain or off-chain, and any risks associated with the
settlement process.
12.      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.
Experts, page 66

13.      Please revise to include this information in your next amendment, or
tell us when you
         intend to do so.
 Leah Wald
Valkyrie Bitcoin Fund
September 29, 2023
Page 4
Financial Statements, page 67

14.      We note your disclosure that your audited financial statements will be
provided by
         amendment. Please confirm you will file these audited financial
statements in a pre-
         effective amendment as soon as they are available in order to allow
the staff sufficient
         time to complete its review. Please also confirm your understanding
that the staff will
         need sufficient time to review the audited financial statements and
related information,
         and we may have additional comments at that time.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Kate Tillan at 202-551-3604 or Michelle Miller at
202-551-3368 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or Sandra Hunter Berkheimer at
202-551-3758 with
any other questions.



FirstName LastNameLeah Wald                                    Sincerely,
Comapany NameValkyrie Bitcoin Fund
                                                               Division of
Corporation Finance
September 29, 2023 Page 4                                      Office of Crypto
Assets
FirstName LastName
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