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) ~~of The Securities Exchange Act of 1934~~OF

~~Date~~THE ofSECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): January 18, 2024~~1934

Date of Report (Date of earliest event reported): March 5, 2024

Osprey Bitcoin Trust

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

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

1241 Post Road, 2nd ~~Floor~~ ~~Fairfield, CT 06824~~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~~(Former ~~the~~name, ~~appropriate~~former ~~box~~address ~~below~~and ifformer ~~the~~fiscal ~~Form~~year, ~~8-K~~if ~~filing~~changed issince ~~intended~~last ~~to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:~~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 ~~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 37.~~03.~~01 ~~Material~~Regulation ~~Modifications to Rights of Security Holders~~FD.

On ~~January~~March 185, 2024, Osprey ~~Funds,~~Bitcoin ~~LLC~~Trust, ~~the~~a ~~sponsor~~Delaware statutory trust (the “~~Sponsor~~Trust”) ofissued ~~Osprey~~a ~~Bitcoin~~press ~~Trust~~release ~~(the~~announcing ~~“Trust”), and Delaware~~that ~~Trust~~it’s ~~Company~~sponsor, ~~entered~~Osprey ~~into~~Funds, anLLC, ~~amendment~~was ~~(the~~exploring ~~“Second~~strategic ~~Amendment”)~~alternatives to ~~the~~maximize ~~Second~~unitholder ~~Declaration~~value ~~of Trust~~ and ~~Trust~~that ~~Agreement (~~the “ Trust ~~Agreement”)~~ intends to, ~~among~~voluntarily ~~other~~terminate ~~things,~~the ~~include~~registration ~~redemption~~of ~~procedures for~~ the ~~Trust’s~~ common units of fractional undivided beneficial interest asof ~~Schedule~~the ATrust to(the “Units”) under Section 12(g) of the ~~Trust~~Securities ~~Agreement~~Exchange Act of 1934, ~~pursuant~~as toamended ~~Section~~(the 6“Exchange Act”).1 A copy of the ~~Trust~~press ~~Agreement~~release is attached hereto as Exhibit 99.1.

The ~~foregoing~~information ~~description~~in isthis aItem ~~summary~~7.01, ~~does~~including ~~not~~Exhibit ~~purport~~99.1 toattached hereto, is being furnished and shall not be adeemed ~~complete~~“filed” for ~~description~~purposes of Section 18 of the ~~Second~~Exchange ~~Amendment~~Act, ~~and~~or isotherwise subject to the liabilities of that section, and ~~qualified entirely~~shall not be deemed incorporated by reference ~~to,~~in ~~the~~any ~~full~~filing ~~text~~under of the ~~Second~~Securities ~~Amendment,~~Act ~~which~~of is1933, ~~filed~~ as ~~Exhibit~~amended, ~~3.01~~or tothe ~~this~~Exchange ~~Current~~Act, ~~Report~~except onas ~~Form~~expressly ~~8-K~~set ~~and incorporated~~forth by specific reference ~~herein~~in such a filing.

~~Item~~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 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)

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)

SIGNATURE

~~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 hereunto duly authorized.

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.

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

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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