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Osprey Bitcoin Trust changes auditor, notes control issue

Osprey Bitcoin Trust reported that its sponsor, Osprey Funds, LLC, dismissed Grant Thornton LLP as the Trust’s independent auditor on June 16, 2026 and appointed Cherry Bekaert LLP on June 17, 2026 for the 2026 fiscal year.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Osprey Bitcoin Trust reported that its sponsor, Osprey Funds, LLC, dismissed Grant Thornton LLP as the Trust’s independent auditor on June 16, 2026 and appointed Cherry Bekaert LLP on June 17, 2026 for the 2026 fiscal year. Grant Thornton’s audit reports on the Trust’s 2024 and 2025 financial statements contained no adverse opinions or qualifications, and the firm reported no disagreements or other reportable events beyond a previously disclosed material weakness in internal control over financial reporting related to oversight of the administrator process. That weakness led to an adjustment to the 2025 financial statements but did not cause material misstatements, and management is still working to remediate it as of March 31, 2026. The Trust has requested, and filed as an exhibit, a Grant Thornton letter to the SEC confirming its agreement with these disclosures.

Positive

  • None.

Negative

  • The Trust discloses an ongoing material weakness in internal control over financial reporting related to administrator oversight, which required an audit adjustment to the 2025 financial statements and had not been fully remediated as of March 31, 2026.

Insights

Auditor change follows earlier control weakness, but no misstatements reported.

Osprey Bitcoin Trust replaced Grant Thornton LLP with Cherry Bekaert LLP as its independent auditor for the fiscal year ending December 31, 2026. Grant Thornton’s prior opinions for 2024 and 2025 were clean, without adverse or qualified language.

The one notable issue is a disclosed material weakness in internal control over financial reporting tied to oversight of the administrator process, which required an audit adjustment to the 2025 accounts but did not create material misstatements. The weakness remained under remediation as of March 31, 2026, so investors depending on precise NAV and reporting accuracy may view controls as an ongoing area of attention.

The incoming auditor, Cherry Bekaert, had not been consulted previously on accounting treatments or potential opinions, and there were no reported disagreements or reportable events involving it. Future annual and quarterly reports will show whether the new auditor concurs with management’s remediation progress and control conclusions once testing is complete.

Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Auditor dismissal date June 16, 2026 Grant Thornton LLP dismissed as independent auditor
New auditor engagement date June 17, 2026 Cherry Bekaert LLP engaged for FY 2026
Fiscal years with clean opinions 2024 and 2025 Grant Thornton audit reports without adverse opinions
Control weakness reference date March 31, 2026 Material weakness not fully remediated as of this date
material weakness in internal control over financial reporting financial
"except for the material weakness in internal control over financial reporting that is discussed"
independent registered public accounting firm financial
"approved the dismissal of Grant Thornton LLP as the Trust’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
reportable events regulatory
"no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What auditor change did Osprey Bitcoin Trust (OBTC) announce?
Osprey Bitcoin Trust’s sponsor dismissed Grant Thornton LLP on June 16, 2026 and engaged Cherry Bekaert LLP on June 17, 2026 as the new independent registered public accounting firm for the fiscal year ending December 31, 2026.

Did Grant Thornton issue adverse opinions on Osprey Bitcoin Trust (OBTC) financials?
No. Grant Thornton’s audit reports on Osprey Bitcoin Trust’s 2024 and 2025 financial statements contained no adverse opinions, disclaimers, or qualifications related to uncertainty, audit scope, or accounting principles, indicating clean opinions for those fiscal years.

What internal control weakness does Osprey Bitcoin Trust (OBTC) report?
The Trust reports a material weakness in internal control over financial reporting involving ineffective oversight of the administrator process. This weakness caused an audit adjustment to 2025 financial statements but did not result in material misstatements and remained under remediation as of March 31, 2026.

Were there disagreements between Osprey Bitcoin Trust (OBTC) and Grant Thornton?
The Trust states there were no disagreements with Grant Thornton on accounting principles, financial disclosure, or audit procedures during 2024, 2025, and through June 16, 2026, and no reportable events other than the previously disclosed material weakness in internal control.

Did Osprey Bitcoin Trust (OBTC) previously consult Cherry Bekaert on accounting issues?
No. Neither the Trust nor anyone on its behalf consulted Cherry Bekaert on applying accounting principles, potential audit opinions, or matters involving disagreements or reportable events before the firm’s engagement as auditor for the 2026 fiscal year.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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.

 

 

 

Source: View Original Filing on SEC EDGAR

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