OBTC 8-K
Osprey Bitcoin Trust (OBTC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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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