Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 18, 2024

Osprey Bitcoin Trust

(Exact name of registrant as specified in its charter)

Delaware		000-56307		83-2424407
(State or other jurisdiction of Incorporation or organization)		Commission File No.		(I.R.S. Employer Identification No.)

1241 Post Road, 2nd Floor
Fairfield, CT 06824

(Address of principal executive offices) (Zip Code)

(914) 214-4697

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.03. Material Modifications to Rights of Security Holders

On January 18, 2024, Osprey Funds, LLC, the sponsor (the “Sponsor”) of Osprey Bitcoin Trust (the “Trust”), and Delaware Trust Company entered into an amendment (the “Second Amendment”) to the Second Declaration of Trust and Trust Agreement (the “Trust Agreement”) to, among other things, include redemption procedures for the Trust’s common units of fractional undivided beneficial interest as Schedule A to the Trust Agreement, pursuant to Section 6.1 of the Trust Agreement.

The foregoing description is a summary, does not purport to be a complete description of the Second Amendment, and is subject to, and qualified entirely by reference to, the full text of the Second Amendment, which is filed as Exhibit 3.01 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

Exhibit No.		Description
3.01		Amendment to the Trust Agreement, dated as of January 18, 2024, by and among Osprey Funds, LLC and Delaware Trust Company
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: January 23, 2024

	Osprey Funds, LLC as Sponsor of Osprey Bitcoin Trust (OBTC)

	By:	/s/ Gregory D. King
		Name: Gregory D. King Title: Chief Executive Officer

Exhibit 3.01

AMENDMENT TO TRUST AGREEMENT

This Second Amendment (the “Amendment”) to the Second Declaration of Trust and Trust Agreement of Osprey Bitcoin Trust, by and among Osprey Funds, LLC, a Delaware limited liability company (“Sponsor”), Delaware Trust Company (“Trustee”), and the Unitholders, dated as of November 1, 2020 (the “Trust Agreement”) is dated and effective as of January 18, 2024. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.

WHEREAS, Section 10.1 of the Trust Agreement provides that the Sponsor may amend the Trust Agreement without the consent of Unitholders, subject to certain exceptions, including without limitation that the Sponsor deems the amendment necessary or advisable and the amendment in not adverse to the interest of Unitholders;

WHEREAS, the Sponsor deems it necessary or advisable to amend the Trust Agreement to facilitate redemption of Trust Units at the election of individual Unitholders or as otherwise determined by the Sponsor and to make corresponding changes to the Trust Agreement, which changes in each case are not adverse to the interests of Unitholders;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree to amend the Trust Agreement as follows:

Section 4.3(n) of the Trust Agreement is hereby deleted in its entirety and replaced with the following: “In connection with Unitholder requests for redemption, as permitted by the Sponsor under this Agreement, to facilitate such redemptions in accordance with procedures adopted by the Sponsor and made a part of this Agreement;”

The Trust Agreement is hereby amended, to add an additional sentence at the end of Section 6.1 to read as follows: “The Redemption Procedures provided on Schedule A hereto shall be considered adopted and a part of this Agreement.”

All other terms and conditions of the Trust Agreement not hereby amended shall otherwise remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.

	OSPREY FUNDS, LLC:

	By	/s/ Gregory King
	Name:	Gregory King
	Title:	CEO

	DELAWARE TRUST COMPANY:

	By	/s/ Dana Dugan
	Name:	Dana Dugan
	Title:	Assistant Vice President

SCHEDULE A

REDEMPTION PROCEDURES

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Seconded Amended and Restated Declaration of Trust and Trust Agreement, between and among Osprey Funds, LLC (“Sponsor”), Delaware Trust Company (“Trustee”), and the Unitholders, dated November 1, 2020, as amended.

On “Effective Date,” Sponsor, working with Transfer Agent and DTCC, will inform Unitholders of redemption offer (“Offer”).

On approximately the Effective Date, Sponsor, on behalf of the Trust, will file Schedule TO and exhibits (collectively, the “Schedule TO”) with the SEC describing the Offer. The Schedule TO will provide the notice of, and terms of, the redemption offer, including that Unitholders may begin transmitting orders of redemption upon receipt of notice, and the date that the Offer and withdrawal rights expire (the “Offer Termination Date”). The Offer Termination Date will be not less than 20 business days from the Effective Date. The Schedule TO will also specify the date on which the redeemed Units are to be valued (the “Valuation Date”) for purposes of the redemption.

Transfer Agent and broker-dealers will accept redemption requests (and withdrawals) from Unitholders starting on the Effective Date and through the Offer Termination Date.

Once the Offer expires, Transfer Agent will no longer accept redemption requests or withdrawals, and the Transfer Agent will aggregate requests for redemption from Unitholders.

If the Offer is oversubscribed, Transfer Agent will determine, the redemptions to be received by each requesting Unitholder, which shall be abated pro rata such that the aggregate abatement is equal to the total amount by which the redemption offer is oversubscribed.

Transfer Agent will inform each Unitholders (either directly or through the Unitholder’s broker) of the amount of the Unitholder’s redemption request that has been accepted.

On the Valuation Date, Transfer Agent will multiply the Valuation Date NAV of the Units by the number of Units to be redeemed.

Transfer Agent will inform Sponsor of amount of cash required for distribution to redeeming Unitholders.

Sponsor, acting as agent for the Trust, meet the Trust’s cash payment obligations by selling the requisite amount of Bitcoin at the 4:00 P.M. ET price of Bitcoin based on the Coinbase Pro Exchange price.

10.

Where applicable, Sponsor will meet in-kind obligations by transferring requisite BTC from the trust to the wallet of the unitholder to which in kind BTC is due.

11.

Sponsor, acting as agent for the Trust, will promptly send the cash from the sale of Bitcoin to the Transfer Agent, which will distribute cash to each record owner for the redeemed Units (either directly or through the Unitholder’s broker), minus applicable fees, which will be withheld from each redeeming Unitholder’s distribution pro rata.

12.

Sponsor may charge reasonable fees to redeeming Unitholders, in part to offset expenses incurred on behalf of the Trust administering the Offer, and otherwise for administration of the Offer. Such fees will be paid by redeeming Unitholders (via the Trust), as the difference between the cash received by Unitholders for each Unit redeemed and the Valuation Date NAV per Unit.

Cover	Jan. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 18, 2024
Entity File Number	000-56307
Entity Registrant Name	Osprey Bitcoin Trust
Entity Central Index Key	0001767057
Entity Tax Identification Number	83-2424407
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1241 Post Road
Entity Address, Address Line Two	2nd Floor
Entity Address, City or Town	Fairfield
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06824
City Area Code	(914)
Local Phone Number	214-4697
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false