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

1.

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

Response: The Trust acknowledges the above comment and so confirms it will respond to the comments and amend its registration statement by the aforementioned date/time.

2.

Comment: Please revise your disclosure to clarify whether and to what extent any of the Bitcoin Trading Counterparties are affiliated with or have any material relationships with any of the Authorized Participants.

Response:  As disclosed in the Registration Statement, Jane Street Capital, LLC has executed an Authorized Participant Agreement with the Sponsor and Administrator with respect to the Trust and Fund.  The Registration Statement also identifies JSCT, LLC as a Bitcoin Trading Counterparty.  As requested, the Trust has added disclosure to the Registration Statement that Jane Street Capital, LLC and JSCT, LLC are under common control and ownership.

3.

Comment: Refer to your response to comment 2. We continue to note that your registration statement includes a number of blanks or bracketed information. For example purposes only, please revise your disclosure on the cover page to disclose the amount of cash paid to the Seed Capital Investor for the redeemed Initial Seed Shares and disclose the price per Share of the Seed Creation Units and the aggregate price of the Seed Creation Units. In addition, the fact sheet attached as Exhibit A to your response letter indicates that the Sponsor Fee is 0.39% of the net asset value of the fund but your prospectus indicates that it is 0.29% of the net asset value of the fund. Please revise for clarity and consistency.

Response: The Trust confirms that it has filled in any remaining outstanding information that was in brackets or blank, including updating disclosure on the cover page to disclose the amount of cash paid to the Seed Capital Investor for the redeemed Initial Seed Shares and disclosing the price per Share of the Seed Creation Units and the aggregate price of the Seed Creation Units. With respect to the proposed fact sheet, please see an updated Exhibit A attached hereto with the accurate sponsor fee (0.29%).  The Trust notes that the proposed fact sheet is not intended to be published on the Fund’s website until after March 31, 2024. Accordingly, 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 Fund has not yet commenced operations.

4.

Comment: Refer to your response to comment 5 and your disclosure that "[t]he Fund may borrow bitcoin or cash as trade credit ('Trade Credit') from Coinbase Credit, Inc. (the “Trade Credit Lender”) on a short-term basis pursuant to the Coinbase Credit Post-Trade Financing Agreement (the “Trade Financing Agreement”)." Please revise your disclosure on page 3 to clarify, if true, that, with the exception of the transactions with the Trade Credit Lender, neither the Fund, Sponsor, Prime Broker nor any other entity is permitted to loan, pledge, hypothecate or re-hypothecate any of the Fund's assets.

Response:  The Trust has revised the above-referenced disclosure as requested, as follows:

Except for transactions with the Trade Credit Lender, the Fund’s assets may not be loaned, pledged, hypothecated or re-hypothecated by any entity, including the Fund, Sponsor, Prime Broker or Bitcoin Custodian.

5.

Comment: Refer to your response to comment 8. Please revise your disclosure on pages 10, 20, 39 and throughout to clarify that with respect to any fork, airdrop or similar event the Sponsor will cause the Fund to irrevocably abandon the Incidental Rights or IR Virtual Currency, and, in the event that the Fund seeks to change this position, an application would need to be filed with the SEC by your listing exchange seeking approval to amend its listing rules.

Response:  The disclosure has been revised as requested.

6.

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

Response:  The disclosure has been revised as requested.

7.

Comment: Refer to your response to comment 10. We note that the five-step methodology you describe on page 58 differs from the five-step methodology described on Lukka Prime's website at https://lukka.tech/fair-value-accounting-for-actively-traded-crypto-assets/. Please advise or revise your disclosure as necessary. In addition, please revise to clarify what you mean by your disclosure regarding Step 1 that the executed transaction from eligible exchanges are "consumed" by Lukka. Further, please disclose how the Sponsor will notify investors of any material adjustments to the Secondary Index, including a change in methodology or a change in the exchanges, and disclose here and in your risk factor on page 24 the date that the Secondary Index was first launched.

Response:  The Trust notes that the Lukka Digital Asset Reference Rate – Bitcoin is the Secondary Index, not Lukka Prime (i.e., the above referenced website relates to Lukka Prime not Lukka Digital Asset Reference Rate – Bitcoin).  The Trust confirms that the disclosure accurately describes the methodology of the Secondary Index.  The above cited reference to “consumed” has been changed to “collected.”  As requested, the Trust has added disclosure to the Registration Statement that specifies how the Sponsor will notify investors of material changes to the Secondary Index.  As requested, the Trust has added disclosure to the Registration Statement that identifies the date that the Secondary Index was first launched (March 15, 2022) as well as corresponding risk disclosure.

8.

Comment: Refer to your response to comment 13. Please tell us why you believe that it is not necessary to notify Shareholders of material changes to the Declaration of Trust in a Current Report on Form 8-K or revise your disclosure on page 68 accordingly.

Response:  The disclosure has been revised to read as follows:

9.

Comment: Refer to your response to comment 13. Please revise your disclosure on page 68 to describe the Share ownership requirements to bring a derivative action.

Response: The disclosure has been revised as requested.

10.

Comment: Refer to your response to comment 20. Please revise to clearly state that the disclosure in this section is the opinion of Stradely, Ronon Stevens & Young LLP.

Response:  The disclosure has been revised as requested.