Company Description
Osprey Bitcoin Trust (OBTC) is a Delaware statutory trust that issues units representing fractional undivided beneficial interests in its net assets. According to its SEC registration statements, the assets of the Trust consist primarily of Bitcoin held by a custodian on behalf of the Trust. The Trust’s investment objective is for its shares to generally reflect the performance of the price of Bitcoin, as measured by reference to the CME CF Bitcoin Reference Rate – New York Variant, less the Trust’s expenses and other liabilities.
The Trust was formed as a Delaware statutory trust on January 3, 2019. Osprey Funds, LLC serves as the sponsor of the Trust, and CSC Delaware Trust Company acts as trustee. Coinbase Custody Trust Company, LLC is identified as the custodian for the Trust’s Bitcoin holdings, and U.S. Bank National Association serves as custodian for the Trust’s cash holdings. U.S. Bancorp Fund Services, LLC (doing business as U.S. Bank Global Fund Services) is the Trust’s administrator and transfer agent.
Osprey Bitcoin Trust has been quoted on OTC Markets Group Inc.’s OTCQX Best Market under the ticker symbol OBTC. A PRNewswire release notes that OBTC began trading on the OTCQX Best Market and describes it as a publicly traded bitcoin-focused investment product. The Trust has also filed registration statements on Form S‑1 with the U.S. Securities and Exchange Commission to register an indeterminate number of shares and to facilitate listing on a national securities exchange. In its S‑1/A filings, the Trust states that it intends to list its shares on a listing exchange under the symbol OBTC and issue shares on a continuous basis.
The Trust issues and redeems its shares only in blocks of 10,000 or integral multiples thereof, referred to as “Baskets.” These Baskets are created and redeemed based on the quantity of Bitcoin attributable to each share, net of accrued but unpaid management fees and any accrued but unpaid expenses or liabilities. Only registered broker‑dealers that enter into agreements with the sponsor and trustee, referred to as Authorized Participants, may purchase or redeem Baskets. The Trust’s filings explain that Baskets may be created or redeemed in exchange for Bitcoin or cash, and that, except when aggregated into Baskets, the shares are not redeemable securities.
In an 8‑K filing describing a Third Amended and Restated Declaration of Trust and Trust Agreement, the Trust reports revisions to support conversion into an exchange‑traded product and the listing of its shares on Nasdaq Stock Market LLC. The revisions include providing that the Trust’s ordinary recurring expense will be a management fee accrued daily at a 0.49% annualized rate on net asset value and paid monthly in arrears to the sponsor. As partial consideration for receiving this management fee, the sponsor will bear routine operational, administrative, and other ordinary fees and expenses of the Trust, such as trustee fees, administration and transfer agency fees, custodian fees, listing exchange fees, SEC registration fees, printing and mailing costs, tax reporting fees, audit fees, license fees, and ordinary legal fees and expenses.
Public statements from Osprey Funds describe Osprey as offering “common‑sense solutions to digital asset investing” and being dedicated to building secure, transparent, and cost‑effective investment products that provide access to digital assets. These statements frame Osprey Bitcoin Trust as one of Osprey’s digital asset investment products, focused specifically on Bitcoin exposure through a trust structure.
Press releases also describe OBTC as a passive investment vehicle. In the context of a terminated tender offer, the Trust notes that it does not engage in activities designed to obtain a profit from, or to ameliorate losses caused by, changes in the market prices of Bitcoin, and that its investment objective is to reflect the performance of Bitcoin. This highlights that the Trust’s role is to hold Bitcoin and track its reference index, rather than to trade actively.
Osprey Bitcoin Trust has undertaken several corporate and strategic actions affecting its structure and trading. A Business Wire release states that Osprey Funds submitted a draft registration statement on Form S‑1 with the SEC to convert OBTC into an exchange‑traded fund. Another release notes Osprey’s earlier intent to file a registration statement on Form S‑1 to convert OBTC into an ETF. Separately, the Trust announced that it was exploring strategic alternatives, including a potential sale of the Trust to, or merger with, an existing Bitcoin ETF, and indicated that if such discussions did not conclude positively, the sponsor intended to liquidate and dissolve the Trust within a specified period. The same announcement also stated that the Trust intended to file a certification on Form 15 to terminate the registration of its units under Section 12(g) of the Exchange Act, which would suspend certain periodic reporting obligations.
In addition to these strategic steps, Osprey Bitcoin Trust has used tender offers as a tool to address trading dynamics. A detailed notice describes an offer to purchase for cash up to 20% of its outstanding units at a price equal to net asset value, less applicable taxes and fees payable to the sponsor. That notice explains the procedures for tendering, withdrawal rights, possible extensions, and proration, and states that the purpose of the offer was to provide liquidity to investors. A later Business Wire release reports that the Trust terminated this tender offer following discussions with SEC staff about the pricing structure, and reiterates that the Trust’s operation depends on investors entering and departing the Trust at net asset value and that its objective is to reflect Bitcoin’s performance.
Through these filings and public communications, Osprey Bitcoin Trust presents itself as a Bitcoin‑focused statutory trust sponsored by Osprey Funds, designed to track the price of Bitcoin via a specified reference rate, with shares that are created and redeemed in institutional‑scale Baskets by Authorized Participants, and with an expense structure centered on a stated management fee that covers ordinary operating costs.
Business structure and operations
Trust structure: The Trust is governed by a trust agreement between the sponsor and the trustee. Its S‑1/A filings describe the Trust Agreement and subsequent amendments, including an Amended Trust Agreement and a Third Amended and Restated Trust Agreement. These documents set out the roles of the sponsor, trustee, custodians, administrator, and transfer agent, as well as the mechanics for share issuance and redemption.
Underlying asset: The Trust’s primary asset is Bitcoin held by the Bitcoin custodian on behalf of the Trust. The Trust’s objective is to have its shares reflect the performance of Bitcoin as measured by the CME CF Bitcoin Reference Rate – New York Variant, after accounting for expenses and liabilities.
Share issuance and redemption: The Trust issues and redeems shares only in Baskets of 10,000 shares or integral multiples of that amount. According to the S‑1/A prospectuses, Baskets can be created or redeemed in exchange for Bitcoin or cash. When Baskets are created or redeemed in cash, the Trust interacts with an unaffiliated third party to receive or deliver Bitcoin, and that third party is selected by the Trust rather than by the Authorized Participant.
Listing and trading: The Trust’s shares have been quoted on the OTCQX Best Market under the symbol OBTC. Its registration statements describe plans to list the shares on a national securities exchange under the same symbol, and an 8‑K filing refers to listing on Nasdaq Stock Market LLC as part of the conversion into an exchange‑traded product. Another S‑1/A refers to a planned listing on Cboe BZX Exchange, Inc. under the symbol OBTC. These filings indicate an intention to transition the Trust’s shares from OTC quotation to exchange trading as part of its evolution.
Role of the sponsor and fees
Osprey Funds, LLC acts as sponsor of the Trust. In the 8‑K describing the Third Amended and Restated Trust Agreement, the Trust reports that the sponsor is entitled to a management fee accrued daily at a 0.49% annualized rate on the Trust’s net asset value and paid monthly in arrears. In exchange, the sponsor bears a range of ordinary operating expenses, including trustee fees, administrator and transfer agent fees, custodian fees, listing exchange fees, SEC registration fees, printing and mailing costs, tax reporting fees, audit fees, license fees, and ordinary legal fees and expenses.
Public descriptions of Osprey Funds in press releases emphasize its focus on digital asset investing and its goal of building secure, transparent, and cost‑effective investment products that provide access to digital assets. Within that context, Osprey Bitcoin Trust is presented as one of the sponsor’s products, providing Bitcoin exposure through a trust vehicle.
Regulatory and strategic developments
Osprey Bitcoin Trust and its sponsor have reported several notable regulatory and strategic steps in public releases and SEC filings:
- The Trust announced that it was exploring strategic alternatives to address a discount of its units to the value of Bitcoin, including discussions about a potential sale of the Trust to, or merger with, an existing Bitcoin ETF, and indicated that, if those talks did not conclude positively, the sponsor intended to liquidate and dissolve the Trust within a stated period.
- The same announcement disclosed the Trust’s intention to file a Form 15 to terminate registration of its units under Section 12(g) of the Exchange Act, which would suspend certain periodic reporting obligations, while noting that the Trust would remain subject to OTCQX alternative reporting standards while quoted there.
- Osprey Funds later announced the termination of a previously announced Asset Purchase and Contribution Agreement because the parties did not receive all required regulatory approvals by a specified date, and stated that it intended to provide investors with an update on strategic alternatives for OBTC.
- Subsequent releases from Osprey Funds reported the sponsor’s intent to file, and later the submission of, a draft registration statement on Form S‑1 with the SEC to convert OBTC into an exchange‑traded fund.
These steps, as described in the Trust’s communications and filings, indicate that Osprey Bitcoin Trust has been engaged in an ongoing process of evaluating its structure, trading venue, and regulatory status in relation to Bitcoin‑focused exchange‑traded products.
FAQs about Osprey Bitcoin Trust (OBTC)
- What is Osprey Bitcoin Trust (OBTC)?
Osprey Bitcoin Trust is a Delaware statutory trust that issues shares representing fractional undivided beneficial interests in its net assets. According to its SEC registration statements, the Trust’s assets consist primarily of Bitcoin, and its objective is for its shares to reflect the performance of Bitcoin as measured by a specified reference rate, less expenses and liabilities. - How does Osprey Bitcoin Trust seek to track the price of Bitcoin?
The Trust’s filings state that it seeks to generally reflect the performance of the price of Bitcoin as measured by reference to the CME CF Bitcoin Reference Rate – New York Variant, after deducting the Trust’s expenses and other liabilities. The Trust holds Bitcoin with a custodian to support this objective. - What assets does the Trust hold?
The S‑1/A prospectuses describe the assets of the Trust as consisting primarily of Bitcoin held by a Bitcoin custodian on behalf of the Trust. The Trust may also hold cash, with a designated cash custodian, in connection with its operations. - Who sponsors and administers Osprey Bitcoin Trust?
Osprey Funds, LLC is the sponsor of the Trust. CSC Delaware Trust Company serves as trustee. Coinbase Custody Trust Company, LLC is identified as the Bitcoin custodian, U.S. Bank National Association as the cash custodian, and U.S. Bancorp Fund Services, LLC (U.S. Bank Global Fund Services) as the Trust administrator and transfer agent. - How are OBTC shares created and redeemed?
According to the Trust’s registration statements, shares are issued and redeemed only in blocks of 10,000 shares or integral multiples thereof, called Baskets. Authorized Participants, which are registered broker‑dealers that have entered into agreements with the sponsor and trustee, may create or redeem Baskets in exchange for Bitcoin or cash, based on the quantity of Bitcoin attributable to each share, net of fees and expenses. - Are OBTC shares individually redeemable by investors?
The Trust’s filings state that, except when aggregated into Baskets, shares are not redeemable securities. Only Authorized Participants may redeem Baskets directly with the Trust. - Where have OBTC shares traded?
A PRNewswire announcement notes that Osprey Bitcoin Trust began trading on the OTCQX Best Market under the ticker OBTC. The Trust’s S‑1/A filings also describe plans to list the shares on a national securities exchange under the symbol OBTC, and an 8‑K refers to listing on Nasdaq Stock Market LLC as part of conversion into an exchange‑traded product. - What fees does the sponsor receive?
In an 8‑K describing the Third Amended and Restated Trust Agreement, the Trust reports that its ordinary recurring expense will be a management fee accrued daily at a 0.49% annualized rate on net asset value and paid monthly in arrears to the sponsor. In return, the sponsor bears specified routine operational, administrative, and other ordinary fees and expenses of the Trust. - What strategic alternatives has the Trust considered?
A Business Wire release states that the sponsor has explored strategic alternatives to address a discount of the Trust’s units to the value of Bitcoin, including discussions about a potential sale of the Trust to, or merger with, an existing Bitcoin ETF. The same release notes that, if such talks did not conclude positively, the sponsor intended to liquidate and dissolve the Trust within a defined period, and that the Trust intended to file a Form 15 to terminate registration of its units under Section 12(g) of the Exchange Act. - Has Osprey Bitcoin Trust pursued conversion into an ETF?
Osprey Funds has announced its intent to file, and later the submission of, a draft registration statement on Form S‑1 with the SEC to convert OBTC into an exchange‑traded fund. An 8‑K filing also describes amendments to the Trust Agreement to support conversion into an exchange‑traded product and listing of the Trust’s shares on Nasdaq Stock Market LLC.
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Short Interest History
Short interest in Osprey Bitcoin (OBTC) currently stands at 7.3 thousand shares, down 29.0% from the previous reporting period, representing 0.1% of the float. Over the past 12 months, short interest has increased by 2697.7%. This relatively low short interest suggests limited bearish sentiment.
Days to Cover History
Days to cover for Osprey Bitcoin (OBTC) currently stands at 1.0 days. This low days-to-cover ratio indicates high liquidity, allowing short sellers to quickly exit positions if needed.