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): March 5, 2024

Osprey Bitcoin Trust

(Exact name of registrant as specified in charter)

Delaware	000-56307	83-2424407
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1241 Post Road, 2^ndFloor

Fairfield, Connecticut 06824

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (914) 214-4697

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	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 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 7.01 Regulation FD.

On March 5, 2024, Osprey Bitcoin Trust, a Delaware statutory trust (the “Trust”) issued a press release announcing that it’s sponsor, Osprey Funds, LLC, was exploring strategic alternatives to maximize unitholder value and that the Trust intends to voluntarily terminate the registration of the common units of fractional undivided beneficial interest of the Trust (the “Units”) under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). A copy of the press release is attached hereto as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description
99.1		Osprey Bitcoin Trust press release, dated March 5, 2024
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

Date: March 5, 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 99.1

Osprey Bitcoin Trust Announces Exploration of Strategic Alternatives

and Voluntary Deregistration

FAIRFIELD, Conn. — March 5, 2024 —Osprey Bitcoin Trust (OTCQX: OBTC), a Delaware statutory trust (the “Trust”), announced today that it is aware that the common units of fractional undivided beneficial interest of the Trust (the “Units”) are trading at a discount to the value of Bitcoin. Osprey Funds, LLC, the sponsor of the Trust (the “Sponsor”), is currently exploring strategic alternatives to maximize unitholder value.

As part of the strategic process, the Sponsor plans to consider a wide range of options, and is in various discussions about a potential sale of the Trust to, or merger with, an existing Bitcoin ETF. In the event such talks do not conclude positively, the Sponsor intends to liquidate and dissolve the Trust within 180 days from today.

The Trust is also announcing its intention to file a certification on Form 15 with the Securities and Exchange Commission (“SEC”) to terminate the registration of the Trust’s Units under Section 12(g) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Upon filing the Form 15, the Trust’s obligation to file certain Exchange Act reports, including Forms 10-K, 10-Q and 8-K, will be immediately suspended. The Trust expects that the deregistration of its Units will become effective 90 days after the filing of the Form 15 with the SEC. While the Units are quoted on the OTCQX, the Trust will remain subject to the OTCQX’s alternative reporting standard.

About Osprey

Osprey Funds, LLC (Osprey) offers common sense solutions to digital asset investing. Based in Fairfield, Connecticut, Osprey is dedicated to building better investment products that offer secure, transparent, and cost-effective access to digital assets. Learn more by visiting https://ospreyfunds.io/.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as, but not limited to, “believe,” “expect,” “estimate,” “project,” “intend,” “future,” “potential,” “continue,” “may,” “might,” “plan,” “will,” “should,” “seek,” “anticipate,” or “could” and other similar words or expressions are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements relating to exploring strategic alternatives that may include a sale of the Trust or a liquidation of the Trust. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on the Trust’s current beliefs, expectations and assumptions regarding the future of the Trust’s business, future plans and strategies. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements. Except as required by law, the Trust undertakes no obligation to publicly update or revise any forward-looking statement, whether as result of new information, future events or otherwise.

Investor Contact:

Gregory FCA for Osprey Funds

osprey@gregoryfca.com

Cover	Mar. 05, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 05, 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