UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT TO toSECTION ~~Section~~ 13 orOR 15(d) ofOF

~~The Securities~~THE SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): January 1311, ~~2023~~2024

Osprey Bitcoin Trust

(Exact name of registrant as specified in ~~its~~ charter)

Delaware	~~000-56307~~	83000-~~2424407~~56307	83-2424407
(State or other jurisdiction of	Commission File No.	(I.R.S. Employer
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
Incorporation or organization)		Identification No.)

1241 Post Road, 2nd Floor

Fairfield, Connecticut 06824

(Address of principal executive offices) (Zip Code)

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

~~(Registrant’s telephone number, including area code)~~N/A

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously~~(Former ~~satisfy~~name, ~~the~~former ~~filing~~address ~~obligations~~and offormer ~~the~~fiscal ~~registrant~~year, ~~under~~if ~~any~~changed ofsince ~~the~~last ~~following provisions:~~report)

~~☐Written~~Check ~~communications~~the ~~pursuant~~appropriate box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425~~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))

☐ 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 7~~ITEM 8.01 ~~Regulation~~Other ~~FD Disclosure.~~Events

On January 1311, ~~2023~~2024, ~~Gregory~~Osprey D.Bitcoin ~~King~~Trust (the “Trust”) announced that the Trust has commenced a tender offer (the “Offer”) to purchase for cash up to 20% or 1,668,107 ~~CEO~~outstanding common units of fractional undivided beneficial interest (the “Units”) at net asset value, less any applicable withholding taxes and fees payable to Osprey Funds, LLC, the sponsor of the Trust. The Offer is subject to certain terms and conditions described in the offer to purchase, dated January 11, 2024 (together with any amendments or supplements thereto, the “~~Sponsor~~Offer to Purchase”) ~~published~~ and the ~~following~~related letter toof ~~unitholders~~transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”). The Offer will expire at the end of the day on ~~our~~Friday, ~~website~~February 9, 2024, at 12:00 midnight, New York City time, unless the Trust extends the Offer or the Offer is earlier terminated. A copy of the announcement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

~~Dear~~The information in this report and the exhibit hereto describing the Offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Units in the Offer. The Offer is being made only pursuant to the Offer to Purchase, the Letter of Transmittal and the related materials that the Trust is filing with the U.S. Securities and Exchange Commission (the “SEC”), and will distribute to its unitholders, as they may be amended or supplemented. Unitholders should read such Offer to Purchase, Letter of Transmittal, and related materials carefully and in their entirety because they contain important information, including the various terms and conditions of the Offer. Unitholders may obtain a free copy of the tender offer statement on Schedule TO, the Offer to Purchase, the Letter of Transmittal and the related materials that the Trust is filing with the SEC from the SEC’s website at www.sec.gov.

~~The current legal framework has made it difficult for Osprey~~Unitholders ~~Bitcoin~~will ~~Trust~~also ~~(“we”~~be orable ~~the “Trust”)~~ to ~~permit~~obtain ~~redemptions~~a copy of ~~our~~these ~~Units~~documents, ~~because~~without wecharge, ~~are~~from ~~unable~~Morrow toSodali ~~conduct~~LLC ~~concurrent offerings~~(“Morrow ~~and redemptions of our Units. However~~Sodali”), ~~because~~ the information ~~Trust~~agent ~~has not accepted new purchases~~ for ~~over~~the ~~one year~~Offer, ~~and~~toll wefree ~~have no~~at ~~present~~(800) ~~intention~~662-5200 offor ~~reopening~~individuals ~~sales~~and of(203) ~~Units,~~658-9400 ~~we are considering a redemption program~~ for ~~investors~~banks inand ~~the Trust~~brokers. ~~That~~ ~~redemption~~Unitholders are ~~program~~urged ~~would~~to ~~likely~~carefully ~~involve~~read ~~limited~~all ~~periodic redemptions~~ of ~~Units,~~these ~~although~~materials weprior ~~have~~to ~~not~~making ~~ruled~~any ~~out~~decision ~~the~~with ~~possibility~~respect ofto anthe ~~open-ended redemption program~~Offer. In ~~furtherance~~Unitholders ofand ~~this~~investors ~~goal,~~who have wequestions ~~are~~or ~~working~~need ~~with~~assistance ~~legal~~may ~~counsel~~call toMorrow ~~offer a redemption program~~Sodali. ~~We will provide updates about material developments as they occur.~~

~~The information contained in this Form 8-K under Item 7~~ITEM 9.01 isFinancial ~~deemed~~Statements ~~to be ”furnished”~~ and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Form 8-K in such filing. The information set forth in this Item 7.01 of this Form 8-K shall not be deemed an admission as to the materiality of any information in this Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.Exhibits

~~CAUTION REGARDING FORWARD-LOOKING STATEMENTS~~(d) Exhibits.

This Form 8-K contains certain forward-looking statements that involve substantial risks and uncertainties. Statements preceded by, followed by or that include words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of these terms and other similar expressions are intended to identify some of the forward-looking statements. All statements (other than statements of historical fact) included in this Form 8-K that address activities, events or developments that will or may occur in the future, including, the Trust’s operations, the Sponsor of the Trust, references to the Trust’s future plans and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially from such statements. These statements are based upon certain assumptions and analyses the Sponsor made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. For a further description of the risks and uncertainties, please see the risk factors discussed in the Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2022 and in “Item 1A. Risk Factors” of the Trust’s Annual Report on Form 10-K for the year ended December 31, 2021.

Exhibit Number		Description
99.1		Osprey Bitcoin Trust announcement dated January 11, 2024
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

~~SIGNATURES~~SIGNATURE

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

Dated: January 13, 2023

Date: January 11, 2024	Osprey Funds, LLC as Sponsor of Osprey Bitcoin Trust (OBTC)

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

Osprey Funds, LLC as Sponsor of Osprey Bitcoin Trust (OBTC) By: /S/ Gregory D. King Name: Gregory D. King Title: Chief Executive Officer

false 0001767057 0001767057 2023-01-13 2023-01-13

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