OBTC 8-K
Osprey Bitcoin Trust (OBTC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 4.01. Change in Registrant’s Certifying Accountant.
| (a) | Dismissal of Previous Independent Registered Public Accounting Firm |
On June 16, 2026, Osprey Funds, LLC, as sponsor (the “Sponsor”) of Osprey Bitcoin Trust (the “Trust”) approved the dismissal of Grant Thornton LLP (“GT”) as the Trust’s independent registered public accounting firm, effective as of such date (the “Dismissal Date”).
The audit reports of GT on the Trust’s financial statements for the prior two fiscal years did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the Trust’s fiscal years ended December 31, 2024 and 2025 and the subsequent interim period through the Dismissal Date, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Trust and GT on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to GT’s satisfaction, would have caused GT to make reference thereto in its reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except for the material weakness in internal control over financial reporting that is discussed in the Trust’s annual report on Form 10-K for the year ended December 31, 2025 and quarterly report on Form 10-Q for the quarter ended March 31, 2026 pertaining to ineffective oversight of the administrator process, which resulted in an audit adjustment to the Trust’s financial statements for the fiscal year ended December 31, 2025. The material weakness did not result in any material misstatements to the Trust’s financial statements. As reported in the Trust’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, the Trust continues efforts to remediate the material weakness, but the material weakness has not been fully remediated as of March 31, 2026, as management continues to evaluate the implementation and operation of remediation efforts.
The Trust requested that GT furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated June 22, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K (the “Current Report”).
| (b) | Engagement of New Independent Registered Public Accounting Firm |
On June 17, 2026, Sponsor approved the engagement of Cherry Bekaert LLP (“Cherry Bekaert”) to serve as the Trust’s new independent registered public accounting firm for the fiscal year ending December 31, 2026, effective immediately (the “Engagement Date”). During the Trust’s fiscal years ended December 31, 2024 and 2025 and the subsequent interim period through the Engagement Date, neither the Trust nor anyone acting on its behalf consulted with Cherry Bekaert regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might have been rendered on the Trust’s financial statements and neither a written report nor oral advice was provided to the Trust that Cherry Bekaert concluded was an important factor considered by the Trust in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject of a disagreement or a “reportable event” as described in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K.
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 | |
| 16.1 | Letter from Grant Thornton LLP addressed to the Securities and Exchange Commission dated June 22, 2026 | |
| 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: June 22, 2026
| Osprey Funds, LLC, as Sponsor of Osprey Bitcoin Trust | ||
| By: | /s/ Robert J. Rokose | |
| Name: | Robert J. Rokose | |
| Title: | Chief Financial Officer and Treasurer* | |
* The Registrant is a trust and the identified person signing this report is signing in their capacity as an authorized officer of Osprey Funds, LLC, the Sponsor of the Registrant.
Exhibit 16.1
June 22, 2026
U.S. Securities and Exchange Commission
Office of the Chief Accountant
100 F Street, NE
Washington, DC 20549
Re: Osprey Bitcoin Trust
File No. 001-43024
Dear Sir or Madam:
We have read Item 4.01 of Form 8-K of Osprey Bitcoin Trust dated June 22, 2026, and agree with the statements concerning our Firm contained therein.
Very truly yours,
/s/GRANT THORNTON LLP