UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof The Securities Exchange Act of 1934

~~THE~~Date ~~SECURITIES~~of ~~EXCHANGE~~Report ~~ACT~~(Date OFof ~~1934~~earliest event reported): January 18, 2024

Date of Report (Date of earliest event reported): January 11, 2024

Osprey Bitcoin Trust

(Exact name of registrant as specified in its charter)

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

Fairfield, Connecticut 06824

(Address of principal executive offices) (Zip Code)

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

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

~~(Former~~Check ~~name,~~the ~~former~~appropriate ~~address~~box ~~and~~below ~~former~~if ~~fiscal~~the ~~year,~~Form if8-K ~~changed~~filing ~~since~~is ~~last~~intended ~~report)~~to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

~~Check the~~☐ ~~appropriate~~Written ~~box~~communications ~~below~~pursuant ifto Rule 425 under the ~~Form~~Securities ~~8-K~~Act ~~filing~~(17 isCFR ~~intended~~230.425) ☐ Soliciting material pursuant to ~~simultaneously~~Rule ~~satisfy~~14a-12 under the ~~filing~~Exchange ~~obligation~~Act of(17 ~~the~~CFR ~~registrant~~240.14a-12) ~~under any~~☐ ofPre-commencement ~~the~~communications ~~following~~pursuant ~~provisions~~to Rule 14d-2(~~see~~b) ~~General~~under ~~Instruction~~the AExchange Act (17 CFR 240.14d-2.(b)) ~~below~~☐ Pre-commencement communications pursuant to Rule 13e-4(c): under the Exchange Act (17 CFR 240.13e-4(c))

☐ 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~~Item 83.0103. ~~Other~~Material ~~Events~~Modifications to Rights of Security Holders

On January 1118, 2024, Osprey ~~Bitcoin~~Funds, ~~Trust~~LLC, (the ~~“Trust”)~~sponsor ~~announced that the Trust has commenced a tender offer~~ (the “~~Offer~~Sponsor”) to ~~purchase for cash up to 20% or 1,668,107 outstanding common units~~ of ~~fractional~~Osprey ~~undivided~~Bitcoin ~~beneficial~~Trust ~~interest~~ (the “~~Units~~Trust”) ~~at net asset value~~, ~~less any applicable withholding taxes~~ and ~~fees payable to Osprey Funds, LLC, the sponsor of the~~ Delaware Trust. ~~The~~Company ~~Offer is~~entered ~~subject~~into toan ~~certain~~amendment ~~terms and conditions described in the offer to purchase, dated January 11, 2024~~ (~~together with any amendments or supplements thereto,~~ the “~~Offer~~Second ~~to Purchase~~Amendment”) ~~and~~to the ~~related~~Second ~~letter~~Declaration of ~~transmittal~~Trust ~~(together~~and ~~with~~Trust ~~any~~Agreement ~~amendments or supplements thereto,~~ (the “~~Letter~~Trust ~~of Transmittal~~Agreement”). ~~The Offer will expire at the end of the day on Friday~~to, ~~February 9,~~among ~~2024,~~other ~~at 12:00 midnight~~things, ~~New~~include ~~York~~redemption ~~City~~procedures ~~time,~~for ~~unless~~ the Trust’s ~~extends~~common ~~the~~units ~~Offer~~of orfractional ~~the~~undivided ~~Offer~~beneficial isinterest ~~earlier~~as ~~terminated.~~Schedule A ~~copy~~to of the ~~announcement~~ isTrust ~~attached~~Agreement, aspursuant ~~Exhibit~~to 99Section 6.1 of ~~hereto~~the ~~and~~Trust ~~is incorporated herein by reference~~Agreement.

The ~~information~~foregoing indescription ~~this report and the exhibit hereto describing the Offer~~ is ~~for~~a ~~informational~~summary, ~~purposes only and~~ does not ~~constitute~~purport ~~an offer~~ to ~~buy~~be ora ~~the~~complete ~~solicitation~~description of ~~an offer to sell Units in~~ the ~~Offer.~~Second ~~The~~Amendment, ~~Offer~~and is ~~being~~subject ~~made only pursuant~~ to ~~the Offer to Purchase~~, ~~the~~ ~~Letter of Transmittal~~ and ~~the~~qualified entirely ~~related~~by ~~materials~~reference ~~that~~to, the ~~Trust~~full istext ~~filing~~of ~~with~~ the ~~U.S.~~Second ~~Securities and Exchange Commission (the “SEC”)~~Amendment, ~~and~~ ~~will~~which ~~distribute~~is tofiled ~~its unitholders,~~ as ~~they~~Exhibit ~~may be amended or supplemented~~3.01 ~~Unitholders should read such Offer~~ to ~~Purchase,~~this ~~Letter of~~Current ~~Transmittal,~~Report ~~and~~on ~~related~~Form ~~materials~~8-K ~~carefully~~ and ~~in their entirety because they contain important information, including the various~~ ~~terms~~incorporated ~~and~~by ~~conditions~~reference ~~of the Offer~~herein. 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.

~~Unitholders~~Item will also be able to obtain a copy of these documents, without charge, from Morrow Sodali LLC (“Morrow Sodali”), the information agent for the Offer, toll free at (800) 662-5200 for individuals and (203) 658-9400 for banks and brokers9. ~~Unitholders are urged to carefully read all of these materials prior to making any decision with respect to the Offer~~01. ~~Unitholders~~Financial Statements and ~~investors who have questions or need assistance may call Morrow Sodali.~~Exhibits

~~ITEM 9.01~~(d) ~~Financial Statements and~~ Exhibits

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

Exhibit Number		Description
Exhibit No.		Description
99.1		Osprey Bitcoin Trust announcement dated January 11, 2024
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~~Inline XBRL document)

~~SIGNATURE~~SIGNATURES

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, ~~hereunto~~thereto duly authorized.

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

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

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