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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): January 9, 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 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
1.01. Entry into a Material Definitive Agreement.
On
January 9, 2026, Osprey Funds, LLC, the sponsor (the “Sponsor”) of Osprey Bitcoin Trust (the “Trust”), and Delaware
Trust Company entered into an amendment (the “Amendment”) to the Third Amended and Restated Declaration of Trust and Trust
Agreement (the “Trust Agreement”) to update the order placement time of Purchase and Redemption Orders, as defined therein,
from 6:00 p.m., Eastern Time on the Business Day prior to the trade date to 5:30 p.m. Eastern Time on the Business Day prior to the trade
date for cash orders.
The
foregoing description is a summary, does not purport to be a complete description of the Amendment, and is subject to, and qualified
entirely by reference to, the full text of the Amendment, which is filed as Exhibit 1.01 to this Current Report on Form 8-K and incorporated
by reference herein.
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 |
| 1.01 |
|
Amendment to the Trust Agreement, dated as of January 9, 2026, by and among Osprey Funds, LLC and Delaware Trust Company |
| 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:
January 12, 2026
| |
Osprey
Funds, LLC, as Sponsor of Osprey Bitcoin Trust |
| |
|
|
| |
By: |
/s/
Gregory D. King |
| |
Name: |
Gregory
D. King |
| |
Title: |
Chief
Executive Officer* |
*
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.
