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.
Shannon Ghia
FirstName LastNameShannon Ghia
iShares Bitcoin Trust
Comapany
January NameiShares Bitcoin Trust
8, 2024
January
Page 2 8, 2024 Page 2
FirstName LastName
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