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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 16, 2026
Osprey
Bitcoin Trust
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-43024 |
|
37-6695894 |
(State
or other jurisdiction of
Incorporation
or organization) |
|
Commission
File
No. |
|
(I.R.S.
Employer
Identification
No.) |
777
Brickell Avenue
Suite
500
Miami,
FL 33131
(Address
of principal executive offices) (Zip Code)
(914)
214-4697
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions:
| ☐ |
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 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
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.
