Form SC TO-I - Tender offer statement by Issuer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

Osprey Bitcoin Trust

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Units of Fractional Undivided Beneficial Interest

(Title of Class of Securities)

68839C206

(CUSIP Number of Class of Securities)

Gregory D. King

Osprey Funds, LLC, as Sponsor of Osprey Bitcoin Trust

1241 Post Road, 2^nd Floor

Fairfield, CT 06824

(914) 214-4697

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copy to:

Erin E. Martin, Esq.

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004

(202) 739-3000

January 11, 2024

(Date Tender Offer First Published,

Sent or Given to Security Holders)

☐	Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.

	Check the appropriate boxes below to designate any transactions to which the statement relates:

	☐	third-party tender offer subject to Rule 14d-1.
	☒	issuer tender offer subject to Rule 13e-4.
	☐	going-private transaction subject to Rule 13e-3.
	☐	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

Introductory Statement

This Tender Offer Statement on Schedule TO relates to a tender offer by Osprey Bitcoin Trust, a Delaware Statutory Trust (the “Trust”), to purchase common units of fractional undivided beneficial interest in the Trust (the “Units”). Subject to the conditions set forth in the Offer to Purchase and related Letter of Transmittal (each as defined below and as attached as Exhibit (a)(1)(i) and Exhibit (a)(1)(ii), respectively), the Trust will purchase in cash up to 20% or 1,668,107 outstanding Units that are properly tendered and not properly withdrawn prior to the end of the day on February 9, 2024, at 12:00 midnight, New York City time, subject to any extensions of the Offer (as defined below).

The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 11, 2024 (together with any amendments or supplements thereto, the “Offer to Purchase”), the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”) and other related materials as may be amended or supplemented from time to time (collectively, with the Offer to Purchase and the Letter of Transmittal, the “Offer”). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference with respect to Item 1 through Item 9 and Item 11 of this Schedule TO.

ITEM 1.

Summary Term Sheet.

The information under the heading “Summary Term Sheet” of the Offer to Purchase, a copy of which is filed with this Schedule TO as Exhibit (a)(1)(i), is incorporated herein by reference.

ITEM 2.

Subject Company Information.

(a)

Name and Address: The name of the issuer is Osprey Bitcoin Trust. The principal executive office of the Trust is located at 1241 Post Road, 2^nd Floor, Fairfield, Connecticut 06824 and the telephone number is (914) 214-4697. The information set forth in “Section 8 — Certain Information About the Trust” of the Offer to Purchase is incorporated herein by reference.

(b)

Securities: The information set forth in “Section 9 — Interests of Executive Officers of the Sponsor” of the Offer to Purchase is incorporated herein by reference.

(c)

Trading Market and Price: The information set forth in “Section 8 — Certain Information About the Trust” of the Offer to Purchase is incorporated herein by reference.

ITEM 3.

Identity and Background of Filing Person.

The name of the filing person is Osprey Bitcoin Trust. Osprey Funds, LLC, a Delaware limited liability company, is the sponsor of the Trust (the “Sponsor”). The principal executive office of the Trust and the Sponsor is located at 1241 Post Road, 2^nd Floor, Fairfield, Connecticut 06824 and the telephone number is (914) 214-4697.

The Trust does not have any directors, officers or employees. Under its Trust Agreement with the Sponsor (attached hereto as Exhibit (d)), all management functions of the Trust have been delegated to and are conducted by the Sponsor, its agents and its affiliates. The following individuals are officers of the Sponsor responsible for overseeing the business and operations of the Trust: Gregory D. King, Chief Executive Officer, and Robert Rokose, Chief Financial Officer. The address of the Sponsor’s Executive Officers is Osprey Funds, LLC, 1241 Post Road, 2^nd Floor, Fairfield, Connecticut 06824. Additionally, the information set forth in “Section 8 — Certain Information About the Trust” and “Section 9 — Interests of Executive Officers of the Sponsor” of the Offer to Purchase is incorporated herein by reference.

ITEM 4.

Terms of the Transaction.

(a)

Material Terms: The information set forth in the sections of the Offer to Purchase captioned “Summary Term Sheet,” “Section 1 — Background and Purpose of the Offer,” “Section 2 — Offer to Purchase and Price,” “Section 3 — Amount of Tender,” “Section 4 — Procedure for Tenders,” “Section 5 — Withdrawal Rights,” “Section 6 — Purchases and Payment,” “Section 7 — Certain Conditions of the Offer,” “Section 10 — Certain U.S. Federal Income Tax Consequences” and “Section 11 — Disclosure Provisions” is incorporated herein by reference. There will be no material differences in the rights of security holders as a result of this transaction.

(b)

Purchases: The information set forth in “Section 8 — Certain Information About the Trust” of the Offer to Purchase is incorporated herein by reference.

ITEM 5.

Past Contracts, Transactions, Negotiations and Agreements.

(a)

Agreements Involving the Subject Company’s Securities: The information set forth in “Section 8 — Certain Information About the Trust” of the Offer to Purchase is incorporated herein by reference.

ITEM 6.

Purposes of the Transaction and Plans or Proposals.

(a)

Purposes: The information set forth in the sections of the Offer to Purchase captioned “Summary Term Sheet” and “Section 1 — Background and Purpose of the Offer” is incorporated herein by reference.

(b)

Use of the Securities Acquired: The information set forth in “Section 1 — Background and Purpose of the Offer” of the Offer to Purchase is incorporated herein by reference.

(c)

Plans: The information set forth in the sections of the Offer to Purchase captioned “Section 1 — Background and Purpose of the Offer” and “Section 8 — Certain Information About the Trust” is incorporated herein by reference.

ITEM 7.

Source and Amount of Funds or Other Consideration.

(a)

Source of Funds: The information set forth in the sections of the Offer to Purchase captioned “Summary Term Sheet,” “Section 1 — Background and Purpose of the Offer” and “Section 6 — Purchases and Payment” is incorporated herein by reference.

(b)

Conditions: The information set forth in the sections of the Offer to Purchase captioned “Summary Term Sheet,” “Section 6 — Purchases and Payment” and “Section 7 — Certain Conditions of the Offer” is incorporated herein by reference.

ITEM 8.

Interest in Securities of the Subject Company.

(a)

Securities Ownership: The information set forth in “Section 9 — Interests of Executive Officers of the Sponsor” of the Offer to Purchase is incorporated herein by reference.

(b)

Securities Transactions: The information set forth in “Section 9 — Certain Information About the Trust” of the Offer to Purchase is incorporated herein by reference.

ITEM 9.

Persons/Assets, Retained, Employed, Compensated or Used.

(a)

Solicitations or Recommendations: The information set forth in the sections of the Offer to Purchase captioned “Summary Term Sheet,” “Section 6 — Purchases and Payment” and “Section 12 — Fees and Expenses” is incorporated herein by reference.

ITEM 10.

Financial Statements.

(a)

Financial Information: Financial statements have not been included because the consideration offered to unitholders consists solely of cash and are not material to a determination made by a tendering holder, the Offer is not subject to any financing condition, and the Trust is a public reporting company under Section 13(a) of the Exchange Act and the rules and regulations thereunder and files its reports electronically on the EDGAR system.

(b)

Pro Forma Financial Information: Financial statements have not been included because the consideration offered to unitholders consists solely of cash and are not material to a determination made by a tendering holder, the Offer is not subject to any financing condition, and the Trust is a public reporting company under Section 13(a) of the Exchange Act and the rules and regulations thereunder and files its reports electronically on the EDGAR system.

ITEM 11.

Additional Information.

(a)

Agreements, Regulatory Requirements and Legal Proceedings: The information set forth in the sections of the Offer to Purchase captioned “Section 8 — Certain Information About the Trust” and “Section 9 — Interests of Executive Officers of the Sponsor” is incorporated herein by reference.

(a)

Other Material Information: The information in the Offer to Purchase and the Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, is incorporated herein by reference

ITEM 12.

Exhibits.

Exhibit No		Description
(a)(1)(i)*		Offer to Purchase, dated January 11, 2024.
(a)(1)(ii)*		Letter of Transmittal.
(a)(1)(iii)*		Notice of Guaranteed Delivery.
(a)(1)(iv)*		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated January 11, 2024.
(a)(1)(v)*		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated January 11, 2024.
(a)(1)(vi)*		Summary Advertisement, dated January 11, 2024.
(a)(2)		Not applicable.
(a)(3)		Not applicable.
(a)(4)		Not applicable.
(d)		Second Amended and Restated Declaration of Trust and Trust Agreement (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form 10 filed by the Registrant on September 21, 2022).
(g)		Not applicable.
(h)		Not applicable.
107*		Calculation of Filing Fees.

* Filed herewith

Item 13.

Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Osprey Funds, LLC as Sponsor of Osprey Bitcoin Trust

	By:	/s/ Gregory D. King
		Gregory D. King
		Chief Executive Officer

Date: January 11, 2024

Exhibit (a)(1)(i)

Offer to Purchase

OSPREY BITCOIN TRUST

1241 POST ROAD, 2^ND FLOOR

FAIRFIELD, CONNECTICUT 06824

OFFER TO PURCHASE for cash UP TO 20% or 1,668,107 OUTSTANDING

Common units of fractional undivided BenEficial INTEREST AT NET ASSET VALUE

minus fees payable to the sponsor

DATED January 11, 2024

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END OF THE DAY

ON FRIDAY, February 9, 2024, AT 12:00 MIDNIGHT, NEW YORK CITY TIME, UNLESS THE OFFER IS EXTENDED Or EARLIER terminated (such date and time, as they may be extended, the “expiration date”)

If you do not want to sell your Units at this time, please disregard this offer to
purchase referred to below.

To the Investors of Osprey Bitcoin Trust:

Osprey Bitcoin Trust, a Delaware statutory trust (the “Trust” or “we”), is offering to purchase on the terms and conditions set forth in this offer to purchase (the “Offer to Purchase”) and the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”) and other related materials as may be amended or supplemented from time to time (collectively, with this Offer to Purchase and Letter of Transmittal, the “Offer”) up to 20% or 1,668,107 outstanding Units (the “Offer Amount”) pursuant to tenders by investors at a purchase price equal to their net asset value (“NAV”), less applicable fees payable to the Sponsor (as defined below) (such purchase price, the “Purchase Price”), as of the close of business on February 14, 2024 (such date, as may be extended, the “Valuation Date”). As used in this Offer, the term “Unit,” or “Units,” as the context requires, shall refer to the common units of fractional undivided beneficial interest in the Trust and portions thereof representing beneficial interest in the Trust, and “you” shall refer to investors in the Trust. If the Trust elects to extend the tender period for any reason beyond February 14, 2024, for the purpose of determining the Purchase Price for tendered Units, the NAV of such Units will be determined at the close of business on the third (3^rd) Business Day (as defined below) after the date on which the tender offer actually expires. The Trust reserves the right to adjust the date on which the NAV of the Units will be determined to correspond with any extension of the Offer, provided that any such extension of the Offer and any such corresponding adjustment to the Valuation Date, as applicable, will be announced via press release as promptly as practicable after such determination has been made and not later than 9:00 a.m., New York City time, on the first (1^st) Business Day after the previously scheduled Expiration Date. This Offer is being made to all investors of the Trust and is not conditioned on any minimum amount of Units being tendered, but is subject to certain conditions described below. Units are quoted on the OTC Market Group’s OTCQX® Best Marketplace (“OTCQX”) under the ticker symbol, “OBTC.” They are not traded on any national exchange.

Investors should realize that the NAV of the Trust (and therefore the NAV of the Units held by each investor) likely will change between January 10, 2024 (the most recent date as of which NAV is available) and February 14, 2024, when the NAV of the Units tendered to the Trust will be determined for purposes of calculating the Purchase Price of such Units. Tendering investors should also note that although the tender offer expires on February 9, 2024, they remain investors in the Trust until February 14, 2024, when the NAV of their Units is calculated. The Trust’s NAV is calculated on each Business Day and is equal to the aggregate value of the Trust’s assets less its liabilities (which include accrued but unpaid fees and expenses, both estimated and finally determined), based on the fair market value price for Bitcoin, reflecting the execution price of Bitcoin on its principal market as determined by Lukka Inc., an independent third party digital asset data company. The Trust calculates NAV per Unit of the Trust daily, which equals the NAV of the Trust divided by the number of outstanding Units. The Sponsor calculates the Trust’s NAV per Unit as of 4:00 p.m., New York City time on each day that the New York Stock Exchange is open for trading (each, a “Business Day”), and publishes the NAV per Unit on the Trust’s website (www.ospreyfunds.io) shortly thereafter. Any tendering investors that wish to obtain the most current NAV of their Units on this basis should refer to www.ospreyfunds.io. This website address, however, is not intended to function as a hyperlink, and the information contained on or accessible through such website is not incorporated by reference in this Offer to Purchase and does not form part of the Offer.

Investors desiring to tender their Units in the Trust in accordance with the terms of the Offer should complete and sign the enclosed Letter of Transmittal (returning the form at the end of the Letter of Transmittal will suffice) and mail or fax it to the Trust’s transfer agent and the depositary for the Offer, Continental Stock Transfer and Trust Company (“CSTT”), in the manner set forth below. Investors holding Units in a brokerage account or otherwise through a broker, dealer, commercial bank, trust company or other nominee must contact their broker, dealer, commercial bank, trust company or other nominee in order to tender their Units. Investors who wish to tender their Units but cannot comply with the procedures for book-entry transfer by the Expiration Date or other required documents cannot be delivered by the Expiration Date may be able to still tender their Units if they comply with the guaranteed delivery procedures described in Section 4.

IMPORTANT

Neither the Trust, nor Osprey Funds, LLC, a Delaware limited liability company and the sponsor of the Trust (the “Sponsor”), nor any of the executive officers of the Sponsor, nor Morrow Sodali LLC (the “Information Agent”) nor CSTT makes any recommendation to any investor as to whether to tender or refrain from tendering Units. Investors must make their own decisions whether to tender Units, and, if so, the portion of their Units to tender.

Because each investor’s investment decision is a personal one, based on its financial circumstances, no person has been authorized to make any recommendation on behalf of the Trust as to whether investors should tender Units pursuant to the Offer. No person has been authorized to give any information or to make any representations in connection with the Offer other than those contained herein or in the Letter of Transmittal. If given or made, such recommendation and such information and representations must not be relied on as having been authorized by the Trust.

This transaction has not been approved or disapproved by the Securities and Exchange Commission (the “SEC”) nor has the SEC or any state securities commission passed on the fairness or merits of such transaction or on the accuracy or adequacy of the information contained in this document, the Letter of Transmittal or any related documents. Any representation to the contrary is unlawful.

Questions and requests for assistance and requests for additional copies of the Offer may be directed to the Information Agent.

The Information Agent for the Offer is:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

Email: OBTC.info@investor.morrowsodali.com

TABLE OF CONTENTS

1.	Background and Purpose of the Offer	6

2.	Offer to Purchase and Price	6

3.	Amount of Tender	7

4.	Procedure for Tenders	7

5.	Withdrawal Rights	9

6.	Purchases and Payment	9

7.	Certain Conditions of the Offer	10

8.	Certain Information About the Trust	11

9.	Interests of Executive Officers of the Sponsor	13

10.	Certain U.S. Federal Income Tax Consequences	13

11.	Disclosure Provisions	14

12.	Fees and Expenses	14

13.	Miscellaneous	14

Summary Term Sheet

THIS SUMMARY HIGHLIGHTS CERTAIN INFORMATION IN THIS OFFER TO PURCHASE. TO UNDERSTAND THE OFFER FULLY AND FOR A MORE COMPLETE DESCRIPTION OF THE TERMS OF THE OFFER, YOU SHOULD CAREFULLY READ THIS ENTIRE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL. WE HAVE INCLUDED SECTION REFERENCES PARENTHETICALLY TO DIRECT YOU TO A MORE COMPLETE DESCRIPTION IN THE OFFER TO PURCHASE OF THE TOPICS IN THIS SUMMARY.

	●	*Who is offering to purchase my securities?*

		The issuer of the Units, Osprey Bitcoin Trust (the “Trust”), a Delaware statutory trust, is offering to purchase your securities.

	●	What and how many securities is the Trust offering to purchase? (See Section 2, “Offer to Purchase and Price” and Section 3, “Amount of Tender”)

		We will buy up to 20% or 1,668,107 (the “Offer Amount”) of our outstanding common units of fractional undivided beneficial interest (“Units”). If the number of Units properly tendered and not properly withdrawn prior to the date and time the Offer expires is less than or equal to the Offer Amount, we will, upon the terms and subject to the conditions of the Offer, purchase all Units tendered. If more Units than the Offer Amount are properly tendered and not properly withdrawn prior to the date the Offer expires, we will purchase the Offer Amount on a pro rata basis, with appropriate adjustment to avoid purchases of fractional Units. You may tender all of your Units or a portion of your Units, but you cannot be assured that all of your tendered Units will be repurchased.

	●	*How much and in what form will the Trust pay me for my Units? (See Section 2, “Offer to Purchase and Price”)*

		We will pay cash for Units purchased pursuant to the Offer at their net asset value, or “NAV” (that is, the value of the Trust’s assets minus its liabilities, multiplied by the proportionate interest in the Trust you desire to sell), less applicable fees payable to Osprey Funds, LLC, the sponsor of the Trust (the “Sponsor”) (such purchase price, the “Purchase Price”). The Purchase Price will be calculated as of the close of business on February 14, 2024 (such date, as it may be extended, the “Valuation Date”). As of January 10, 2024, the Trust’s NAV was $15.20 per Unit. Of course, the NAV can change every Business Day. You can obtain current NAV quotations on the Trust’s website (www.ospreyfunds.io). This website address, however, is not intended to function as a hyperlink, and the information contained on or accessible through such website is not incorporated by reference in this Offer to Purchase and does not form part of the Offer.

	●	*What is the purpose of the Offer? (See Section 1, “Background and Purpose of the Offer”)*

		The purpose of the Offer is to provide liquidity to investors who hold Units. The Sponsor has the discretion to determine whether the Trust will repurchase Units from investors from time to time pursuant to written tenders. Because Units of the Trust have traded at an average discount to NAV of 25% over the past year, and because of the limited liquidity on the OTCQX, the Sponsor has determined, after consideration of these and various additional matters, that the Offer is in the best interests of investors of the Trust to allow for a redemption of up to 20% or 1,668,107 outstanding Units.

	●	*When does the Offer expire? (See Section 2, “Offer to Purchase and Price”)*

		This Offer will remain open until the end of the day on February 9, 2024, at 12:00 midnight, New York City time, unless extended or earlier terminated in accordance with the terms and subject to the conditions of the Offer, subject to applicable law (such date and time, as they may be extended, the “Expiration Date”).

	●	*Can the Offer be extended, amended or terminated, and if so, under what circumstances? (See Section 5, “Withdrawal Rights” and Section 7, “Certain Conditions of the Offer”)*

		Please note that just as you have the right to withdraw your Units, we have the right, subject to the conditions described in Section 7, to extend, amend or terminate this Offer at any time before the end of the day on the Expiration Date. Also realize that although the Offer expires on February 9, 2024, tendering investors remain investors in the Trust until February 14, 2024, when the NAV of their Units is calculated. If we extend the Offer, you may withdraw your Units until the Expiration Date, as extended.

		If we extend the Expiration Date for the Offer, we will delay the acceptance of any Units that have been tendered. If we extend the Offer, for the purpose of determining the Purchase Price for tendered Units, the NAV of such Units will be determined at the close of business on the first (1^st) Business Day after the date on which the tender offer actually expires. We can also terminate the Offer under certain circumstances, as provided in Section 7 of this Offer to Purchase, and subject to applicable law.

	●	*How will I be notified if you extend the Offer or amend the terms of the Offer? (See Section 7, “Certain Conditions of the Offer”)*

		If we extend the Offer, we will make a public announcement via press release of such extension and corresponding adjustment to the Valuation Date as promptly as practicable after such determination has been made and not later than 9:00 a.m., New York City time, on the first (1^st) Business Day after the previously scheduled Expiration Date. We will announce any amendment to the terms of the Offer by making a public announcement via press release and filing with the SEC a corresponding amendment to our Issuer Tender Offer Statement on Schedule TO.

	●	*Will I have to pay any fees or commissions on Units I tender? (See Section 2, “Offer to Purchase and Price” and Section 6, “Purchases and Payment”)*

		The Trust will impose a fee of two (2) percent of NAV on repurchases of Units in the Trust, which fee will be payable to the Sponsor in part to offset expenses incurred administering the Offer, including processing of tender forms, effecting payment, postage and handling.

	●	Does the Trust have the financial resources to pay me for my Units, and when will I be paid? (See Section 6, “Purchases and Payment”)

		If the Trust repurchased the total Offer Amount at their NAV of $15.20 per Unit as of January 10, 2024, the cost of reimbursing the tendering investors would be approximately $25,356,076. Repurchases of Units by the Trust will be paid as promptly as practicable after the applicable Valuation Date and the guaranteed delivery period.

		The Trust intends to sell Bitcoin to pay for Units tendered. The Trust expects that full payment of the amounts tendered will be made promptly following the applicable Valuation Date.

	●	*Are there any conditions to the Offer? (See Section 7, “Certain Conditions of the Offer”)*

		Yes. Our obligation to accept for payment and pay for your tendered Units depends upon a number of conditions that must be satisfied in the Sponsor’s reasonable judgement or waived on or prior to the Expiration Date, including, but not limited to:

	●	The Trust will be able to sell Bitcoin in an orderly manner in light of existing market conditions and such liquidation would not have an adverse effect on the NAV of the Trust to the detriment of non-tendering unitholders;
	●	No legal action or proceeding instituted or threatened that challenges the Offer or otherwise would have a material adverse effect on the Trust;
	●	No declaration of a banking moratorium by federal or state authorities or any suspension of payment by banks in the United States or New York State that is material to the Trust;

	●	No limitation imposed by federal or state authorities on the extension of credit by lending institutions;
	●	No suspension of trading by any dealer the Trust uses as a counterparty for Bitcoin purchases and sales;
	●	No commencement of war, armed hostilities or other international or national calamity directly or indirectly the United States that is reasonably likely to materially and adversely affect the Trust, the Units or the Trust’s ability to complete the Offer;
	●	No other event or condition that would have a material adverse effect on the Trust or its investors if Units tendered pursuant to the Offer were purchased;
	●	Effecting the transaction would not constitute a breach of the Sponsor’s fiduciary duty owed to the Trust or unitholders;
	●	The Sponsor shall not have determined to liquidate the Trust after due consideration of the amount of Units being tendered in the Offer, the amount of Units that would remain in the Trust if the Offer were completed, the ability of the Sponsor to continue to manage effectively the Trust’s portfolio, and the projected aggregate expense ratio of the Trust following consummation of the Offer.

Our Offer is not conditioned on any minimum amount of Units being tendered and is not subject to a financing condition.

●

How do I tender my Units? (See Section 4, “Procedure for Tenders”)

If you desire to tender all or part of your Units, you must do one of the following prior to the Expiration Date:

	1.	(a) if you hold book-entry Units registered in your own name with CSTT, our transfer agent and share registrar (such holder, a “registered unitholder”), you must complete and sign the Letter of Transmittal in accordance with the instructions to the Letter of Transmittal, have your signature on the Letter of Transmittal guaranteed if Instruction 1 to the Letter of Transmittal so requires, and mail or deliver the Letter of Transmittal, together with any other required documents, to CSTT at one of its addresses shown on the Letter of Transmittal. You should also validly complete Form W-9 or appropriate Form W-8, as applicable included in the Letter of Transmittal to ensure no backup withholding on any payments made to you pursuant to the Offer; or

		(b) if you are an institution participating in The Depository Trust Company (“DTC,” and such institution, a “DTC participant”) and desire to tender Units held in book-entry form through the facilities of DTC, you must tender all such Units you desire to tender through DTC. You must electronically transmit your acceptance of the Offer through DTC’s Automated Tender Offer Program (“ATOP”), for which the transaction will be eligible. In accordance with ATOP procedures, DTC will then verify the acceptance of the Offer and send an agent’s message (as hereinafter defined) to CSTT for its acceptance. An “agent’s message” is a message transmitted by DTC, received by CSTT and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from you that you have received the Offer and agree to be bound by the terms of the Offer, and that the Company may enforce such agreement against you. Alternatively, you may also confirm your acceptance of the Offer by delivering to CSTT a duly executed Letter of Transmittal.

		A tender will be deemed to have been received only when CSTT receives either (i) as to registered shareholders, a properly completed Letter of Transmittal and all other documents required by the Letter of Transmittal; or (ii) as to DTC participants, (I) either a duly completed agent’s message through the facilities of DTC at CSTT’S DTC account or a properly completed Letter of Transmittal, and (II) confirmation of book-entry transfer of the Units into CSTT’s applicable DTC account; or

	2.	if you have Units registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must contact the nominee if you desire to tender those Units and request that your broker, dealer, commercial bank, trust company or other nominee effects the transaction for you. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely that they will have a deadline prior to the Expiration Time for you to act to instruct them to accept the Offer on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company or other nominee to find out their deadline.

●

Until what time can I withdraw tendered Units, and how can I do so? (See Section 5, “Withdrawal Rights”)

Our Offer remains open to you until the end of the day on the Expiration Date. Until this time, you have the right to change your mind and withdraw your Units from consideration for purchase. In addition, after the Offer expires, you may withdraw your tendered Units if the Trust has not yet accepted your tendered Units for payment by March 11, 2024.

If you desire to withdraw tendered Units, you should either:

	●	Give proper written notice to CSTT; OR

	●	If your Units are held of record in the name of a broker, dealer, commercial bank, trust company or other nominee, contact that firm or other entity to withdraw your tendered Units.

●

Following the Offer, will the Trust continue as a public company?

Yes. The completion of the Offer in accordance with its terms and conditions will not cause the Trust to stop being subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We also do not expect the Offer to cause our common stock to cease to be quoted on the OTCQX. As of January 10, 2024, we had approximately 8,500 holders of record of Units based on information provided by our transfer agent and by DTC.

●

Whom should I contact with questions about the Offer?

The Information Agent can help answer your questions. The information agent is Morrow Sodali LLC and the contact information is set out below:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

Email: OBTC.info@investor.morrowsodali.com

THE OFFER

1. Background and Purpose of the Offer. The purpose of the Offer is to provide liquidity to investors who hold Units. The Sponsor has the discretion to determine whether the Trust will repurchase Units from investors from time to time pursuant to written tenders. Because Units of the Trust have traded at an average discount to NAV of 25% over the past year, and because of the limited liquidity on the OTCQX, the Sponsor has determined, after consideration of these and various additional matters, that the Offer is in the best interests of investors of the Trust to allow for a redemption of up to 20% or 1,668,107 outstanding Units.

The purchase of Units pursuant to the Offer will have the effect of decreasing the size of the Trust and increasing the proportionate interest in the Trust of investors, if any, who do not tender Units and who do not otherwise sell their Units. A reduction in the aggregate assets of the Trust may result in investors who do not tender Units and who do not otherwise sell their Units bearing higher costs to the extent that certain expenses borne by the Trust are relatively fixed and may not decrease if assets decline. These effects may be reduced or eliminated to the extent that additional subscriptions for Units are made from time to time; however, the Trust is not currently offering additional Units to investors, and will not do so during the Offer. The Trust may accept additional subscriptions in the future, if market conditions are favorable for such subscriptions, and as permitted by applicable law.

The Offer may be terminated in the event that the Sponsor determines, in its reasonable judgment and regardless of the circumstances giving rise to the event or events (other than any deliberate action or inaction by the Sponsor or the Trust), to liquidate the Trust after due consideration of the amount of Units being tendered in the Offer, the amount of Units that would remain in the Trust if the Offer were completed, and other factors considered by the Sponsor as enumerated in Section 7.

Units that are tendered to the Trust in connection with this Offer will be retired, although the Trust may issue new Units from time to time in transactions not involving any public offering conducted pursuant to Rule 506 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). The Trust is not currently offering additional Units to investors, and it will not do so during the Offer, although the Trust may accept additional subscriptions in the future, if market conditions are favorable for such subscriptions, and as permitted by applicable law.

2.  Offer to Purchase and Price. The Trust will purchase, upon the terms and subject to the conditions of the Offer, up to 20% or 1,668,107 outstanding Units that are properly tendered by and not properly withdrawn (in accordance with Section 5 below) before the end of the day on the Expiration Date. The Purchase Price of a Unit tendered will be its NAV as of the close of business on the Valuation Date or, if the Trust elects to extend the tender period beyond the initial Valuation Date, the Purchase Price of a Unit tendered will be its NAV as of the close of business on the third (3^rd) Business Day after the date on which the tender offer actually expires, payable as set forth in Section 6, in each case minus a two (2) percent fee payable to the Sponsor. The Trust reserves the right to adjust the date on which the NAV of Units will be determined to correspond with any extension of the Offer, provided that any such extension of the Offer and any such corresponding adjustment to the Valuation Date, as applicable, will be announced via press release as promptly as practicable after such determination has been made and not later than 9:00 a.m., New York City time, on the first (1^st) Business Day after the previously scheduled Expiration Date. The Trust reserves the right to extend, amend or terminate the Offer as described in Sections 3 and 7 below.

The aggregate NAV of the Trust, as of January 10, 2024, was $126,780,381. The Trust determines its NAV at least daily and may determine its NAV more frequently. Investors may obtain the most current information regarding the NAV of their Units by visiting www.ospreyfunds.io. This website address, however, is not intended to function as a hyperlink, and the information contained on or accessible through such website is not incorporated by reference in this Offer to Purchase and does not form part of the Offer. Of course, the aggregate NAV of the Trust (and therefore the NAV of the Units held by each investor) likely will change between January 10, 2024 and the Valuation Date, when the value of the Units tendered by investors will be determined for purposes of calculating the Purchase Price of such Units and the time that investors will cease to be investors in the Trust.

As of the close of business on January 10, 2024, the Trust held approximately $126,922,290 in Bitcoin, cash and other assets.

3. Amount of Tender. Subject to the limitations set forth below, investors may tender their entire holdings or a portion of their holdings. The Offer is being made to all investors of the Trust and is not conditioned on any minimum amount of Units being tendered.

If the amount of the Units that are properly tendered pursuant to the Offer and not properly withdrawn pursuant to Section 5 below is less than or equal to 20% or 1,668,107 Units (or such greater amount as the Trust may elect to purchase pursuant to the Offer), the Trust will, on the terms and subject to the conditions of the Offer, purchase all of the Units so tendered unless the Trust elects to terminate or amend the Offer, or postpone acceptance of tenders made pursuant to the Offer, as provided in Section 7 below. If more than 20% or 1,668,107 Units are duly tendered to the Trust before the expiration of the Offer and not properly withdrawn pursuant to Section 5 below, the Trust will accept Units tendered on or before the Expiration Date for payment on a pro rata basis based on the aggregate NAV of tendered Units. The Offer may be extended, amended or terminated in various other circumstances described in Section 7 below. The Sponsor does not hold Units, however, an affiliate, Anax Trading, LLC, holds 2,932,321 Units. Anax Trading, LLC has indicated that it does not intend to participate in the Offer.

4.  Procedure for Tenders.

Valid Tender. If you desire to tender all or any portion of your Units, you must either:

(1) (a) if you are a registered unitholder, complete and sign the Letter of Transmittal in accordance with the instructions to the Letter of Transmittal, have your signature on the Letter of Transmittal guaranteed if Instruction 1 to the Letter of Transmittal so requires, and mail or deliver the Letter of Transmittal, together with any other required documents, to CSTT, at one of its addresses shown on the Letter of Transmittal. You should also validly complete Form W-9 or appropriate Form W-8, as applicable included in the Letter of Transmittal to ensure no backup withholding on any payments made to you pursuant to the Offer, or

(b) if you are a DTC participant and desire to tender Units held in book-entry form through the facilities of DTC, all of the Units must be tendered through DTC. You must electronically transmit your acceptance of the Offer through DTC’s ATOP, for which the transaction will be eligible. In accordance with ATOP procedures, DTC will then verify the acceptance of the Offer and send an agent’s message to CSTT for its acceptance. An “agent’s message” is a message transmitted by DTC, received by CSTT and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from you that you have received the Offer and agree to be bound by the terms of the Offer, and that the Company may enforce such agreement against you. Alternatively, you may also confirm your acceptance of the Offer by delivering to CSTT a duly executed Letter of Transmittal.

A tender will be deemed to have been received only when CSTT receives either (i) as to registered shareholders, a properly completed Letter of Transmittal and all other documents required by the Letter of Transmittal; or (ii) as to DTC participants, (a) either a duly completed agent’s message through the facilities of DTC at CSTT’s DTC account or a properly completed Letter of Transmittal, and (b) confirmation of book-entry transfer of the Units into CSTT’s applicable DTC account; or

(2) if you have Units registered in the name of a broker, dealer, commercial bank, trust company or other nominee, meaning your Units are owned in “street name,” you must contact the nominee if you desire to tender those Units and request that your broker, dealer, commercial bank, trust company or other nominee effects the transaction for you.

The valid tender of Units by you via one of the procedures described in this Section 4 will constitute a binding agreement between you and us on the terms of, and subject to the conditions to, the Offer.

If a broker, dealer, commercial bank, trust company or other nominee holds your Units, it is likely that it has an earlier deadline for you to act to instruct it to accept the Offer on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company or other nominee to determine its applicable deadline.

We urge investors who hold Units through brokers, dealers, commercial banks, trust companies or other nominees to consult their respective brokers, dealers, commercial banks, trust companies or other nominees to determine whether transaction costs are applicable if they tender Units through such brokers, dealers, commercial banks, trust companies or other nominees and not directly to CSTT.

The Units may be tendered and accepted only in whole Units. No alternative, conditional or contingent tenders will be accepted.

Signature Guarantees. Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loans associations and brokerage houses) that is a participant in any of the following: (i) the Securities Transfer Agents Medallion Program; (ii) the New York Stock Exchange, Inc. Medallion Signature Program; or (iii) the Stock Exchange Medallion Program. Signatures on a Letter of Transmittal need not be guaranteed if:

	(i)	the Letter of Transmittal is signed by a registered holder, or a participant in DTC whose name appears on a security position listing as the owner of the Units, and such holder or DTC participant has not completed either of the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” within the Letter of Transmittal; or

	(ii)	the Units are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program, the New York Stock Exchange, Inc. Medallion Signature Program or the Stock Exchange Medallion Program, or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act.

The Company will make payment for Units tendered and accepted for purchase in the Offer only after CSTT timely receives (i) as to DTC participants, a timely confirmation of the book-entry transfer of the shares into CSTT’s account at DTC, a properly completed and a duly executed Letter of Transmittal, or an agent’s message, and any other documents required by the Letter of Transmittal, or (ii) as to registered shareholders, a properly completed Letter of Transmittal and all other documents required by the Letter of Transmittal.

Guaranteed Delivery Procedure.

If you wish to tender Units under the Offer and your book-entry Units are not immediately available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach CSTT prior to the Expiration Time, your tender may be effected if all the following conditions are met:

	(i)	your tender is made by or through an eligible institution;

	(ii)	a properly completed and duly executed Notice of Guaranteed Delivery, in the form we have provided, is received by CSTT, as provided below, prior to the Expiration Time; and

	(iii)	CSTT receives, at the address set forth on the back cover of this Offer to Purchase and within the period of two (2) Business Days after the date of execution of that Notice of Guaranteed Delivery, a Letter of Transmittal, which has been properly completed and duly executed and includes either: (i) as to a registered shareholder, a Letter of Transmittal, which has been properly completed and duly executed and includes all signature guarantees required thereon and all other required documents; or (ii) as to a DTC participant, a book-entry confirmation evidencing all tendered Units, in proper form for transfer, in each case together with the Letter of Transmittal, validly completed and duly executed, with any required signature guarantees (or an agent’s message), and any other documents required by the Letter of Transmittal.

Notice of Guaranteed Delivery must be delivered to CSTT by overnight courier, facsimile transmission or mail before the Expiration Time and must include a guarantee by an eligible institution in the form set forth in the Notice of Guaranteed Delivery.

Book-Entry Delivery. We have been informed by CSTT that none of our Units are certificated.

As to registered shareholders, a shareholder should deliver a completed and signed Letter of Transmittal in accordance with the instructions to the Letter of Transmittal, have the shareholder’s signature on the Letter of Transmittal guaranteed if Instruction 1 to the Letter of Transmittal so requires, and mail or deliver the Letter of Transmittal, together with any other required documents, to CSTT, at one of its addresses shown on the Letter of Transmittal. Such shareholder should also validly complete IRS Form W-9 or appropriate IRS Form W-8, as applicable, included in the Letter of Transmittal to ensure no backup withholding on any payments made to you pursuant to the Offer.

As to DTC participants, CSTT will establish an account with respect to the Units for purposes of the Offer at DTC within two (2) Business Days after the date of this Offer to Purchase, and any financial institution that is a DTC participant may make book-entry delivery of the Units by causing DTC to transfer Units into CSTT’s account in accordance with DTC’s procedures for transfer. Although DTC participants may effect delivery of Units into CSTT’s account at DTC, such deposit must be accompanied by a message that has been transmitted to CSTT through the facilities of DTC or “agent’s message,” or a properly completed and duly executed Letter of Transmittal, including any other required documents, that has been transmitted to and received by CSTT at its address set forth on the back page of this Offer to Purchase before the Expiration Time.

Method of Delivery. The method of delivery of book-entry Units, either through the Letter of Transmittal and all other required documents for registered shareholders, or through the DTC for DTC participants, is at the election and risk of the tendering shareholder. If you plan to make delivery of Letter of Transmittal by mail, we recommend that you deliver by registered mail with return receipt requested and obtain proper insurance. In all cases, sufficient time should be allowed to ensure timely delivery.

5.  Withdrawal Rights. Any investor tendering Units pursuant to this Offer may withdraw its tender (a) at any time on or before the applicable Expiration Date and (b) at any time after March 11, 2024, if Units have not then been accepted by the Trust. To be effective, any notice of withdrawal must be timely received by CSTT at the address or fax numbers set forth on the back cover of this Offer to Purchase. Such receipt should be confirmed by the investor in accordance with the procedures set out in Section 4 above. A form to use to give notice of withdrawal is available by calling the Information Agent at the phone number indicated on page 2. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Trust, in its sole discretion, and such determination shall be final and binding absent a finding to the contrary by a court of competent jurisdiction. Units properly withdrawn shall not thereafter be deemed to be tendered for purposes of the Offer. However, withdrawn Units may again be tendered prior to the Expiration Date by following the procedures described in Section 4. You are responsible for confirming that any notice of withdrawal is received by CSTT. If you fail to confirm receipt of a notice of withdrawal by CSTT, there can be no assurance that any withdrawal you may make will be honored by the Trust.

If you hold Units through a broker, dealer, commercial bank, trust company or similar institution, you should consult that institution on the procedures you must comply with and the time by which such procedures must be completed in order for that institution to provide a written notice of withdrawal.

If Units have been delivered in accordance with the procedures for book-entry transfer described in Section 4, any notice of withdrawal must also specify the name and number of the account at the DTC to be credited with the withdrawn shares and otherwise comply with the DTC’s procedures.

6.  Purchases and Payment. For purposes of the Offer, the Trust will be deemed to have accepted (and, thereby, to have agreed to purchase) Units that are tendered as, if and when it gives written notice to the tendering investor of its election to purchase such Unit. As stated in Section 2 above, the Purchase Price of a Unit tendered by any investor will be the NAV thereof as of the close of business on the Valuation Date. If the Trust elects to extend the tender period for any reason beyond the Valuation Date, for the purpose of determining the Purchase Price for tendered Units, the NAV of such Units will be determined at the close of business on the third (3^rd) Business Day after the date on which the tender offer actually expires. The Trust reserves the right to adjust the date on which the NAV of the Units will be determined to correspond with any extension of the Offer, provided that any such extension of the Offer and any such corresponding adjustment to the Valuation Date, as applicable, will be announced via press release as promptly as practicable after such determination has been made and not later than 9:00 a.m., New York City time, on the first (1^st) Business Day after the previously scheduled Expiration Date.

Investors may tender all or some of their Units. In either case, repurchases of Units by the Trust will be paid as promptly as practicable after the applicable Valuation Date.

Upon the terms and subject to the conditions of the Offer, the Trust will accept for payment and pay Purchase Price for all of the Units accepted for payment pursuant to the Offer promptly after the Expiration Time. In all cases, payment for Units tendered and accepted for payment pursuant to the Offer will be made as promptly as practicable, subject to possible delay in the event of proration, but only after timely receipt by CSTT of:

	●	as to a DTC participant, (a) either a duly completed agent’s message through the facilities of DTC at CSTT’s DTC account or a properly completed Letter of Transmittal, and (b) confirmation of book-entry transfer of the Units into CSTT’s applicable DTC account; or as to a registered shareholder, a properly completed and duly executed Letter of Transmittal; and

	●	any other required documents by the Letter of Transmittal.

The Trust will deposit the amounts payable in separate accounts with CSTT. All cash payments described above (the “Cash Payments”) will be made by check or wire transfer, either directly to the brokerage firm of record or, if not held at a brokerage firm, directly to the physical address or the account, as applicable, designated by the tendering investor.

In the event of proration, we will determine the proration factor and pay for those tendered Units accepted for payment promptly after the Expiration Time. Units tendered and not purchased, including Units not purchased due to proration, will stay at the registered shareholder’s book-entry account at our transfer agent, or, in the case of Units tendered by book-entry transfer through the facilities of DTC, will be credited to the appropriate account maintained by relevant DTC participants at the DTC, in each case without expense to the shareholder.

The Trust will seek to obtain cash in the aggregate amount necessary to pay the Purchase Price for Units acquired pursuant to the Offer from the sale of Bitcoin. There can be no assurances, however, that there will not be delays in the making of any of the Cash Payments provided for above. This may occur, among other reasons, during periods of financial market stress or if the Trust, after reasonable and diligent effort, is otherwise unable to dispose of Bitcoin.

The Trust will impose a fee of two (2) percent of NAV on repurchases of Units in the Trust, which fee will be payable to the Sponsor in part to offset expenses incurred administering the Offer, including processing of tender forms, effecting payment, postage and handling.

Under no circumstances will we pay interest on the purchase price, including but not limited to, by reason of any delay in making payment. In addition, if certain events occur, we may not be obligated to purchase Units pursuant to the Offer. See Section 7.

We will pay all share transfer taxes, if any, payable on the transfer to us of Units purchased pursuant to the Offer. If, however, payment of the Purchase Price is to be made to, or (in the circumstances permitted by the Offer) if unpurchased Units are to be registered in the name of, any person other than the registered unitholder, or if tendered book-entry Units are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all share transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the Purchase Price unless satisfactory evidence of the payment of the share transfer taxes, or exemption from payment of the share transfer taxes, is submitted. See Instruction 6 of the Letter of Transmittal.

7.  Certain Conditions of the Offer. The Trust reserves the right, at any time and from time to time, to extend the period of time during which the Offer is pending by promptly notifying investors of such extension. If the Trust elects to extend the tender period for any reason beyond the Valuation Date, for the purpose of determining the Purchase Price for tendered Units, the NAV of such Units will be determined at the close of business on the third (3^rd) Business Day after the date on which the tender offer actually expires. The Trust reserves the right to adjust the date on which the NAV of the Units will be determined to correspond with any extension of the Offer, provided that any such extension of the Offer and any such corresponding adjustment to the Valuation Date, as applicable, will be announced via press release as promptly as practicable after such determination has been made and not later than 9:00 a.m., New York City time, on the first (1^st) Business Day after the previously scheduled Expiration Date. During any such extension, all Units previously tendered and not properly withdrawn will remain subject to the Offer. The Trust also reserves the right, in its reasonable discretion, at any time and from time to time up to and including acceptance of tenders pursuant to the Offer: (a) to terminate the Offer in the circumstances set forth in the following paragraph and in the event of such termination, not to purchase or pay for any Units tendered pursuant to the Offer; (b) to amend the Offer; or (c) to postpone the acceptance of Units. If the Trust decides to amend the Offer or to postpone the acceptance of Units tendered, it will, to the extent necessary, extend the period of time during which the Offer is open as provided above, and in the event that the Trust decides to terminate, amend or postpone the Offer for any reason, it will promptly notify investors.

The Trust may terminate the Offer, amend the Offer or postpone the acceptance of tenders made pursuant to the Offer, in each case with prompt notice to investors, if in the Sponsor’s reasonable judgment and regardless of the circumstances giving rise to the event or events (other than any deliberate action or inaction by the Sponsor or the Trust), any of the following have occurred: (a) the Trust would not be able to sell Bitcoin in an orderly manner in light of the existing market conditions and such liquidation would have an adverse effect on the NAV of the Trust to the detriment of the non-tendering unitholders; (b) there is any (i) legal action or proceeding instituted or threatened challenging the Offer or that otherwise would have a material adverse effect on the Trust, (ii) declaration of a banking moratorium by federal or state authorities or any suspension of payment by banks in the United States or New York State that is material to the Trust, (iii) limitation imposed by federal or state authorities on the extension of credit by lending institutions, (iv) suspension of trading by any dealer the Trust uses as a counterparty for Bitcoin purchases and sales, (v) commencement of war, armed hostilities or other international or national calamity directly or indirectly involving the United States that is reasonably likely to materially and adversely affect the Trust, the Units or the Trust’s ability to complete the Offer, or (vi) other event or condition that would have a material adverse effect on the Trust or its investors if Units tendered pursuant to the Offer were purchased; (c) the Sponsor determines in good faith that effecting any such transaction would constitute a breach of its fiduciary duty owned to the Trust or unitholders; or (d) the Sponsor determines to liquidate the Trust after due consideration of the amount of Units being tendered in the Offer, the amount of Units that would remain in the Trust if the Offer were completed, the ability of the Sponsor to continue to manage effectively the Trust’s portfolio, and the projected aggregate expense ratio of the Trust following consummation of the Offer. However, there can be no assurance that the Trust will exercise its right to extend, amend or terminate the Offer or to postpone acceptance of tenders pursuant to the Offer. If conditions qualifying as war or armed hostilities as expressed in Section 7(b)(v) above occur (and, at present, the Trust does not believe these conditions exist), and the Sponsor waives the Trust’s rights under this Section 7, they will determine whether such waiver constitutes a material change to the Offer. If they determine that it does, the Offer will remain open for at least five (5) Business Days following the waiver and investors will be notified of this occurrence.

8. Certain Information About the Trust. The Trust is organized as a Delaware statutory trust, formed on January 3, 2019, which commenced operations on January 22, 2019. In general, the Trust holds Bitcoin and, from time to time, issues Units in exchange for Bitcoin. The investment objective of the Trust is for the Units to track the price of Bitcoin, less liabilities and expenses of the Trust. The Units are designed as a convenient and cost-effective method for investors to gain investment exposure to Bitcoin, similar to a direct investment in Bitcoin. The Sponsor is responsible for the day-to-day administration of the Trust pursuant to provisions of the Second Amended and Restated Declaration of Trust and Trust Agreement dated November 1, 2020, as amended by the Amendment to the Trust Agreement dated April 15, 2022. Coinbase Custody Trust Company, LLC is the digital asset custodian of the Trust and is responsible for safeguarding the Bitcoin held by the Trust.

The principal executive office of the Trust and the Sponsor is located at 1241 Post Road, 2^nd Floor, Fairfield, Connecticut 06824 and the telephone number is (914) 214-4697. The officers of the Sponsor are: Gregory D. King and Robert Rokose. Their address is c/o Osprey Funds, LLC, 1241 Post Road, Street, 2^nd Floor, Fairfield, Connecticut 06824.

None of the Sponsor, its officers or affiliates intend to participate in the Offer.

The Trust is subject to the informational filing requirements of the Exchange Act, which obligates it to file reports, statements and other information with the SEC relating to our business, financial condition and other matters. As required by Exchange Act Rule 13e-4(c)(2), the Trust has also filed with the SEC the Schedule TO, which includes additional information relating to the Offer. These reports, statements and other information, including the Schedule TO, all of the exhibits to it, and documents incorporated by reference, are available to the public on or accessible through the SEC’s site at https://www.sec.gov. This website address is not intended to function as a hyperlink, and the information contained on or accessible through the SEC’s website is not incorporated by reference in this Offer to Purchase and it should not be considered to be a part of this Offer to Purchase.

Units are distributed by the Sponsor through sales in private placement transactions exempt from the registration requirements of the Securities Act pursuant to Rule 506(c) thereunder; there are no current offerings of Units at this time.

The Trust’s Units have been quoted on OTC Markets since February 12, 2021, and on OTCQX since February 26, 2021, under the symbol “OBTC”. The price of the Units as quoted on OTCQX (and OTC Markets) has varied significantly from the NAV per Unit. From February 12, 2021 to December 31, 2023, the maximum premium of the closing price of the Units quoted on OTCQX (and OTC Markets) over the value of the Trust’s NAV per Unit was approximately 240% and the average daily discount since the Units were first traded on OTC Markets on February 12, 2021 was approximately 14%. As of December 31, 2023, the Trust’s Units were quoted on OTCQX at a discount of approximately 10% to the Trust’s NAV per Unit.

The following table sets out the range of high and low closing prices for the Units as reported by OTCQX for each quarter during the past two years:

	High		Low
Three months ended December 31, 2021	$	19.09	$	12.62
Three months ended March 31, 2022	$	12.89	$	9.40
Three months ended June 30, 2022	$	12.30	$	5.05
Three months ended September 30, 2022	$	6.65	$	4.85
Three months ended December 31, 2022	$	5.04	$	3.00
Three months ended March 31, 2023	$	6.43	$	3.30
Three months ended June 30, 2023	$	7.02	$	4.98
Three months ended September 30, 2023	$	7.79	$	6.27
Three months ended December 31, 2023	$	12.90	$	6.95

The Trust does not have any plans or proposals that relate to or would result in: (a) the acquisition by any person of additional Units (although the Trust retains the right, which it does not currently intend to act on, to accept subscriptions for Units from time to time in the discretion of the Trust consistent with applicable law); (b) an extraordinary transaction, such as a merger, reorganization or liquidation, involving the Trust; (c) any material change in the present distribution policy or indebtedness or capitalization of the Trust; (d) any change in the identity of the Sponsor of the Trust, or in the management of the Trust Sponsor; (e) a sale or transfer of a material amount of assets of the Trust (other than as the Sponsor determine may be necessary or appropriate to fund any portion of the Purchase Price for Units acquired pursuant to this Offer to Purchase or in connection with the ordinary portfolio transactions of the Trust); (f) any other material change in the Trust’s structure or business, including any plans or proposals to make any changes in its fundamental investment policy; or (g) any changes in Trust Agreement or other actions that may impede the acquisition of control of the Trust by any person.

Rule 13e-4(f) under the Exchange Act prohibits the Trust and its affiliates from purchasing any Units, other than in the Offer, until at least ten (10) Business Days have elapsed after the Expiration Date. Accordingly, any additional purchases outside the Offer may not be consummated until at least ten (10) Business Days have elapsed under the Expiration Date. Beginning on the eleventh (11^th) Business Day after the Expiration Date, the Trust, at the discretion of its Sponsor, may purchase Units from time to time, including in private transactions with affiliates, and it may consider future limited periodic redemptions of Units in compliance with applicable law. Any of these repurchases may be on the same terms or on terms that are more or less favorable to the selling unitholders in those transactions than the terms of the Offer. The Sponsor currently contemplates, but has not definitively determined, to cause the Trust on or after the eleventh (11^th) Business Day after the Expiration Date to negotiate an agreement or agreement(s) to repurchase Units held by its affiliates under similar terms as the Offer. The Sponsor believes that a single, or series of, private transactions to repurchase Units held by affiliates would be in the best interest of the Trust to mitigate against the possibility that the Offer will be oversubscribed and subject to proration.

During the past sixty (60) days, there were no transactions involving Units that were effected by the Trust, the Sponsor, or any person controlling, or under common control with, the Trust or the Sponsor.

9. Interests of Executive Officers of the Sponsor.

As of January 10, 2024, there were 8,340,536 Units issued and outstanding. The maximum number of Units we are accepting in the Offer, 1,668,107, represents approximately 20% of our issued and outstanding Units as of January 10, 2024.

The Trust does not have any directors, officers or employees. Under the Trust Agreement, all management functions of the Trust have been delegated to and are conducted by the Sponsor, its agents and its affiliates. As officers of the Sponsor, Gregory D. King, Chief Executive Officer of the Sponsor, and Robert Rokose, Chief Financial Officer of the Sponsor, serve as the principal executive officer and principal financial officer, respectively, of the Trust. The following table sets forth information relating to the beneficial ownership of our Units by Messrs. King and Rokose, as determined in accordance with Rule 13d-3 of the Exchange Act, as of January 10, 2024, based on a total number of Units outstanding as of such date.

Unless otherwise indicated, the business address of each of the persons named in the table below is: c/o Osprey Funds, LLC, 1241 Post Road, 2^nd Floor, Fairfield, CT 06824.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percentage of Beneficial Ownership

Executive Officers of the Sponsor: ⁽¹⁾
Robert Rokose		2,056			*	%
Gregory King		2,936,434	⁽²⁾		35	%
Executive officers of the Sponsor as a group		2,938,490			35	%

⁽¹⁾The Trust does not have any directors, officers or employees. Under the Trust Agreement, all management functions of the Trust have been delegated to and are conducted by the Sponsor, its agents and its affiliates.

⁽²⁾2,932,321 Units in this column are held by an affiliate of the Sponsor, Anax Trading, LLC, and may be deemed to be beneficially owned by Mr. King.

*	Represents beneficial ownership of less than 1%.

10. Certain U.S. Federal Income Tax Consequences. The following discussion is a general summary of the material U.S. federal income tax consequences of the purchase of Units by the Trust pursuant to the Offer. This summary does not address all the tax consequences that are specific to investors in light of such investor’s particular circumstances, including tax consequences to investors that are not U.S. persons for U.S. federal income tax purposes (including non-U.S. persons who are partnerships or hold Units in a partnership), which consequences may be significant (including additional tax, or withholding or reporting obligations), or tax consequences to investors subject to special rules, such as entities or arrangements classified as partnerships for U.S. federal income tax purposes. Each investor should consult its own tax advisors about the tax consequences to it of a purchase of its Units by the Trust pursuant to the Offer given such investor’s individual circumstances, as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction. This discussion applies only to Units that are held as capital assets and does not address alternative minimum tax consequences or consequences of the tax on net investment income. This discussion assumes the Trust only holds Bitcoin.

Subject to certain exceptions, some of which are described below, an investor who tenders all of its Units (and whose Units are entirely repurchased) to the Trust for repurchase generally will recognize capital gain or loss to the extent of the difference between the proceeds received by such investor and such investor’s adjusted tax basis in its Units. Gain, if any, will be recognized by a tendering investor only if the total proceeds received by such investor exceed the investor’s adjusted tax basis in its Units. This capital gain or loss will be short-term, long-term, or some combination of both, depending on the investor’s holding period for its Units at the time the gain or loss is realized. An investor may have a fragmented holding period for its Units if the investor has made contributions to the Trust at different times. This capital gain or loss will be short-term, long-term, or some combination of both, depending upon the investor’s holding period for its Units.

Certain investors that are individuals, estates or trusts, and whose income exceeds certain thresholds, will be required to pay a 3.8% tax on all or a portion of their “net investment income,” which may include all or a portion of any capital gains recognized in connection with a sale of Units pursuant to the Offer.

The Trust may be required to withhold, for U.S. federal income taxes, a portion of the tender proceeds payable to investors that fail to provide the Trust with their correct taxpayer identification numbers or who otherwise fail to make required certifications, or if the Trust or the investor has been notified by the Internal Revenue Service (“IRS”) that such investor is subject to backup withholding. Certain investors are exempt from backup withholding, but may be required to provide documentation to establish their exempt status. Backup withholding is not an additional tax. Any amounts withheld will be allowed as a refund or a credit against the investor’s federal income tax liability if the appropriate information is timely provided to the IRS.

11. Disclosure Provisions. Provisions of the Internal Revenue Code of 1986, as amended, and Treasury Regulations require taxpayers that participate in “reportable transactions” to disclose such participation to the IRS (by attaching IRS Form 8886 to their tax returns and filing a copy of that Form with the IRS Office of Tax Shelter Analysis) and to comply with certain document retention requirements. In addition, certain “material advisors” with respect to such a transaction are required to maintain records, including lists identifying investors in the transaction, and must furnish those records to the IRS upon demand. A transaction may be a “reportable transaction” based on any of several criteria, one or more of which may be present with respect to an investment in or by the Trust or the tender of Units, including, among others, the recognition of a loss in excess of a prescribed threshold upon the tender of Units. These disclosure provisions are directed towards “tax shelters,” however, they are quite broad and may encompass transactions that typically would not be considered “tax shelters.” Significant penalties may apply upon a failure to comply with the disclosure provisions, and with respect to any understatements of tax resulting from participation in certain reportable transactions. Investors should consult their own tax advisors concerning any possible disclosure obligation they may have with respect to their investment in the Trust and any tender of Units and should be aware that the Trust (and perhaps other participants in the transaction) intends to comply with the disclosure and investor list maintenance requirements to the extent the Trust determines them to apply with respect to this transaction and/or its investments.

12. Fees and Expenses. We have retained Morrow Sodali LLC to act as Information Agent and CSTT to act as Depositary in connection with the Offer. The Information Agent may contact holders of Units by mail or telephone and may request brokers, dealers, commercial banks, trust companies and other nominees to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary will each receive reasonable and customary compensation for their respective services, will be reimbursed by us for reasonable out-of-pocket expenses and will be indemnified by us against certain liabilities in connection with the Offer, including certain liabilities and expenses under federal securities laws.

We do not currently expect to pay any fees or commissions to brokers, dealers, commercial banks, trust companies or other nominees (other than fees to the Information Agent and Depositary as described above) for soliciting tenders of shares pursuant to the Offer. We will, however, upon request, reimburse brokers, dealers, commercial banks, trust companies and other nominees for reasonable and customary mailing and handling expenses incurred by them in forwarding the Offer materials to their customers. No broker, dealer, commercial bank, trust company or other nominee has been authorized to act as our agent or the agent of the Information Agent or the Depositary for purposes of the Offer. We will pay or cause to be paid all share transfer taxes, if any, on our purchase of Units, except as otherwise provided herein or in Instruction 6 to the Letter of Transmittal.

13. Miscellaneous. The Offer is being made solely pursuant to the Offer to Purchase and related Letter of Transmittal and is being made to all holders of the Units. The Trust is not soliciting any Units in the Offer in any jurisdiction where it would be illegal to do so, provided that the Trust will comply with the requirements of Rule 13e-4(f)(8) promulgated under the Exchange Act. Validly tendered Units will be accepted from all holders wherever located. The Trust may, at its discretion, take any action necessary for it to make the Offer to holders of Units in any such jurisdiction in compliance with applicable laws.

The Trust has filed an Issuer Tender Offer Statement on Schedule TO with the SEC, which includes certain information relating to the Offer summarized herein. A free copy of such statement may be obtained from the Trust by contacting the Trust at the phone number set forth on page 2 or from the SECs website, http://www.sec.gov. This website address is not intended to function as a hyperlink, and the information contained on or accessible through the SEC’s website is not incorporated by reference in this Offer to Purchase and it should not be considered to be a part of this Offer to Purchase.

You should only rely on the information contained in this Offer to Purchase or to which we have referred to you. We have not authorized any person to make any recommendation on behalf of us as to whether you should tender or refrain from tendering your shares. We have not authorized any person to give any information or to make any representation in connection with the Offer other than those contained in this Offer to the Purchase or in the related Letter of Transmittal. If given or made, any recommendation or any such information or representation must not be relied upon as having been authorized by us, CSTT, or the Information Agent.

The Letter of Transmittal and any other required documents should be sent or delivered by each shareholder of the Company or his or her broker, dealer, commercial bank, trust company or other nominee to CSTT as follows:

The Depositary for the Offer is:

By Mail or Overnight Courier:

(for eligible institutions only):

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Corporate Actions Department

By Facsimile Transmission:

212-616-7610

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Corporate Actions Department

Delivery of the letter of transmittal to an address other than as set forth above will not constitute a valid delivery to CSTT.

Questions and requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent at the telephone number and location listed below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

Email: OBTC.info@investor.morrowsodali.com

Exhibit (a)(1)(ii)

LETTER OF TRANSMITTAL

To Tender for Cash

Common Units of Fractional Undivided

Beneficial Interest

Pursuant to the Offer to Purchase

Dated January 11, 2024

OSPREY BITCOIN TRUST (THE “TRUST”)

Up to 20% or 1,668,107 of its Common Units of Fractional Undivided

Beneficial Interest (the “Units”) at Net Asset Value Minus Fees Payable to the Sponsor

THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END OF THE DAY ON FRIDAY, FEBRUARY 9, 2024, AT 12:00 MIDNIGHT, NEW YORK CITY TIME, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION TIME”).

The depositary for the Offer (the “Depositary”) is:

If delivering by mail, facsimile transmission or by hand, express mail, courier

or other expedited service:

Continental Stock Transfer & Trust Company

1 State Street, 30^th Floor

New York, NY 10004

Attention: Corporate Actions Department

Fax: 212-616-7610

YOU SHOULD READ CAREFULLY THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, BEFORE YOU COMPLETE IT. FOR THIS LETTER OF TRANSMITTAL TO BE VALIDLY DELIVERED, IT MUST BE RECEIVED BY THE DEPOSITARY AT ONE OF THE ABOVE ADDRESS BEFORE OUR OFFER EXPIRES (IN ADDITION TO THE OTHER REQUIREMENTS DETAILED IN THIS LETTER OF TRANSMITTAL AND ITS INSTRUCTIONS). DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THAT SHOWN ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO THE TRUST, MORROW SODALI LLC (THE “INFORMATION AGENT”), OR THE DEPOSITORY TRUST COMPANY (“DTC”) WILL NOT BE FORWARDED TO THE DEPOSITARY AND WILL NOT CONSTITUTE A VALID DELIVERY.

DESCRIPTION OF UNITS TENDERED (See Instructions 3 and 4)
Name(s) and Address(es) of Registered Holder(s)* (Please fill in, if blank)	Total Number of Units**	Number of Units Tendered

	Total Units

☐
	CHECK HERE IF TENDERED UNITS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN DTC MAY DELIVER UNITS BY BOOK-ENTRY TRANSFER):

	Name of Tendering Institution:
	DTC Participant Number:
	Account Number:
	Transaction Code Number:
	Delivered by book-entry transfer:

*
	For purposes of this Letter of Transmittal, a registered holder includes (a) any holder who holds common units of fractional undivided beneficial interest (each, a “Unit”) of Osprey Bitcoin Trust (the “Trust,” “we,” “us” or “our”) in its own name with Continental Stock Transfer & Trust Company, our transfer agent and share registrar (the “Transfer Agent”) (such holder, a “registered holder”) and (b) any participant in DTC whose name appears on a security position listing (as defined in Rule 13e-4 under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”)) as the holder of the Units (a “DTC participant”).

**
	Unless otherwise indicated in the column labeled “Number of Units Tendered” and subject to the terms and conditions of the Offer to Purchase, a holder will be deemed to have tendered the entire number of Units indicated in the column labeled “Total Number of Units”. See Instruction 4.

This Letter of Transmittal is to be used only (a) if you desire to effect the tender transaction yourself, (b) if you intend to request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you and the Units are not registered in the name of such broker, dealer, commercial bank, trust company or other nominee, or (c) by a broker, dealer, commercial bank, trust company or other nominee effecting the transaction as a registered holder or on behalf of a registered holder.

As to a registered holder, a properly completed and duly executed Letter of Transmittal (or photocopy thereof bearing original signature(s) and any required signature guarantees) and any other documents required by this Letter of Transmittal should be mailed, by express or overnight delivery, or delivered to the Depositary at the appropriate address set forth herein. As to a DTC participant, a confirmation of a book-entry transfer of all tendered Units into the Depositary’s account at DTC, together with a properly completed and duly executed Letter of Transmittal, any required signature guarantees and any other documents required by this Letter of Transmittal, or a properly transmitted agent’s message in lieu of the Letter of Transmittal, must be received by the Depositary prior to 12:00 a.m. midnight, New York City time, on Friday, February 9, 2024, or such later time and date to which the Offer is extended.

Any holder who desires to tender Units and who cannot comply with the procedures for delivery of Units described in the Offer to Purchase on a timely basis, or who cannot deliver all required documents to the Depositary prior to the expiration of the Offer, may nevertheless tender such Units by following the procedures for guaranteed delivery set forth in Section 4 of the Offer to Purchase. See Instruction 2.

We urge holders who hold Units through brokers, dealers, commercial banks, trust companies or other nominees to consult their respective brokers, dealers, commercial banks, trust companies or other nominees to determine whether transaction costs are applicable if they tender Units through such brokers, dealers, commercial banks, trust companies or other nominees and not directly to the Depositary.

QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE OFFER TO PURCHASE OR THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT. ITS ADDRESS AND TELEPHONE NUMBERS ARE SET FORTH AT THE END OF THIS LETTER OF TRANSMITTAL.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to Osprey Bitcoin Trust, a Delaware statutory trust (the “Trust,” “we,” “us” or “our”), the above-described common units of fractional undivided beneficial interest (each, a “Unit”) of the Trust that are issued and outstanding, net to the seller in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions described in the Trust’s offer to purchase, dated January 11, 2024 (together with any amendments or supplements hereto, the “Offer to Purchase”), and this letter of transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, collectively with the Offer to Purchase and other related materials as may be amended or supplemented from time to time, the “Offer”), receipt of which is hereby acknowledged. Unless the context otherwise requires, all references to Units shall refer to the common units of fractional undivided beneficial interest of the Trust and portions thereof representing beneficial interest in the Trust. Capitalized terms used herein but not defined shall have the meanings given to them in the Offer to Purchase.

Subject to and effective upon acceptance for payment of the Units tendered with this Letter of Transmittal in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms or conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to the Trust, all right, title and interest in and to all the Units that are being tendered hereby, and hereby irrevocably constitutes and appoints Continental Stock Transfer & Trust Company as the Depositary, the true and lawful agent and attorney-in-fact of the undersigned with respect to such Units, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to:

present instructions for cancellation and transfer of such Units on the Trust’s books;

receive all benefits and otherwise exercise all rights of beneficial ownership of such Units, all in accordance with the terms and subject to the conditions of the Offer; and

as to DTC participants, transfer ownership of such Units on the account books maintained by DTC, together, in any such case, with all accompanying evidence of transfer and authenticity to, or upon the order of the Trust, upon receipt by the Depositary, as the undersigned’s agent, of the Purchase Price with respect to such Units.

The undersigned hereby represents and warrants that:

the undersigned has full power and authority to tender, sell, assign and transfer the Units tendered hereby, and when the same are accepted for payment by the Trust, the Trust will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, claims, charges, encumbrances and other obligations relating to the sale or transfer of the Units, and the same will not be subject to any adverse claim or right;

the undersigned will, on request by the Depositary or the Trust, execute and deliver any additional documents deemed by the Depositary or the Trust to be necessary or desirable to complete the sale, assignment and transfer of the Units tendered hereby, all in accordance with the terms and subject to the conditions of the Offer;

the undersigned understands that tendering Units pursuant to any one of the procedures set forth in Section 4 of the Offer to Purchase and in the instructions hereto will constitute the undersigned’s acceptance of the terms and conditions of the Offer, including the undersigned’s representation and warranty that: (i) the undersigned has a “net long position” in Units at least equal to the Units tendered within the meaning of Rule 14e-4 under Exchange Act, and (ii) such tender of Units complies with Rule 14e-4 under the Exchange Act; and

the undersigned understands that all Units properly tendered and not properly withdrawn will be purchased at the purchase price of their net asset value (“NAV”) per Unit, less applicable fees payable to Osprey Funds, LLC, a Delaware limited liability company and the sponsor of the Trust (the “Sponsor”), as of the close of business on February 14, 2024 (such purchase price, the “Purchase Price”) in cash, without interest, less any applicable withholding taxes, upon the terms and subject to the conditions of the Offer, including the proration provisions thereof, and that the Trust will promptly return all other Units, including Units not purchased because of proration.

The undersigned understands that tendering Units pursuant to any one of the procedures described in Section 4 of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and the Trust upon the terms and subject to the conditions of the Offer.

The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, the Trust may terminate or amend the Offer or may not be required to accept for payment any of the Units tendered herewith or may accept for payment, fewer than all the Units tendered herewith in accordance with the proration provisions described in Section 3 of the Offer to Purchase.

All authority conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer, this tender is irrevocable.

In participating in the Offer to purchase for cash, the undersigned acknowledges that: (1) the Offer is established voluntarily by the Trust, it is discretionary in nature and it may be extended, modified, suspended or terminated by the Trust as provided in the Offer; (2) the undersigned is voluntarily participating in the Offer; (3) the future value of the Units is unknown and cannot be predicted with certainty; (4) any foreign exchange obligations triggered by the undersigned’s tender of Units or the recipient of proceeds are solely his or her or its responsibility; and (5) regardless of any action that the Trust takes with respect to any or all income/capital gains tax, social security or insurance, transfer tax or other tax-related items (“Tax Items”) related to the Offer and the disposition of Units, the undersigned acknowledges that the ultimate liability for all Tax Items is and remains his or her or its sole responsibility. In that regard, the undersigned authorizes the Trust to withhold all applicable Tax Items required to be withheld on behalf of the undersigned.

The undersigned consents to the collection, use and transfer, in electronic or other form, of the undersigned’s personal data as described in this document by and among, as applicable, the Trust, its subsidiaries, and third-party administrators for the exclusive purpose of implementing, administering and managing his or her participation in the Offer.

The undersigned understands that the Trust holds certain personal information about him or her, including, as applicable, but not limited to, the undersigned’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, nationality, any Units held in the Trust, details of all options or any other entitlement to Units outstanding in the undersigned’s favor, for the purpose of implementing, administering and managing his or her share ownership (“Data”). The undersigned understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Offer, that these recipients may be located in his or her country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than his or her country. The undersigned understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting the Trust. The undersigned authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing his or her participation in the Offer, including any requisite transfer of such Data as may be required to a broker or other third-party with whom held any Units. The undersigned understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Offer. The undersigned understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting the Trust in writing. The undersigned understands, however, that refusing or withdrawing his or her consent may affect his or her ability to participate in the Offer. For more information on the consequences of his or her refusal to consent or withdrawal of consent, the undersigned understands that he or she may contact the Trust.

Unless otherwise indicated under “Special Payment Instructions” or “Special Wire Transfer Instructions,” please issue the check for the aggregate Purchase Price in the name(s) of the registered holder(s) appearing under “Description of Units Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions” or “Special Wire Transfer Instructions,” please mail the check for the aggregate Purchase Price and to the address(es) of the registered holder(s) appearing under “Description of Units Tendered.” In the event that both the “Special Delivery Instructions” and the “Special Payment Instructions” (but not the “Special Wire Instructions”) are completed, please issue the check for the aggregate Purchase Price in the name(s) of, and deliver said check to, the person or persons so indicated. In the event that all three of the “Special Payment Instructions,” “Special Delivery Instructions” and “Special Wire Transfer Instructions” are completed, please wire the funds for the aggregate Purchase Price as specified on the “Special Wire Transfer Instructions.” Any Units not accepted for payment should be credited to the DTC participants’ account maintained at DTC or remain with the registered holder(s)’ account maintained at the Transfer Agent.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 4 and 8)

To be completed ONLY if the check for the aggregate Purchase Price of Units purchased is to be mailed to someone other than the undersigned or to the undersigned at an address other than that shown below the undersigned’s signature.

Mail check to:

	Name
		(Please Print)

	Address


		(Please Include Zip Code)

SPECIAL PAYMENT INSTRUCTIONS

(See Instructions 1, 4, 5, 6, and 8)

To be completed ONLY if the check for the aggregate Purchase Price of Units purchased is to be issued in the name of someone other than the undersigned.

Issue any check to:

Name
	(Please Print)

Address


	(Please Include Zip Code)

(Taxpayer Identification Number)

SPECIAL WIRE TRANSFER INSTRUCTIONS

(See Instructions 1, 5, 6 and 8)

To be completed ONLY if payment of the purchase price for shares of Common Stock tendered and accepted is to be made by wire transfer.

PLEASE NOTE THAT THE DEPOSITARY WILL DEDUCT A $50.00 FEE FOR EACH WIRE TRANSFER. IF YOU DO NOT WISH FOR THIS FEE TO BE DEDUCTED, DO NOT COMPLETE THIS SECTION, AND YOUR PAYMENT WILL BE ISSUED VIA CHECK.
IF WIRE DETAILS ARE INCORRECT, INCOMPLETE, ILLEGIBLE OR OTHERWISE DEFICIENT*, A CHECK WILL BE AUTOMATICALLY ISSUED AND MAILED TO THE ADDRESS ON RECORD, OR TO THE ADDRESS SPECIFIED IN THE SECTIONS “SPECIAL PAYMENT INSTRUCTIONS” OR “SPECIAL DELIVERY INSTRUCTION,” IF COMPLETED.

* The ABA Routing Number for “incoming FED WIRES” is in many times different than the ABA Routing Number used for direct deposit or the ABA Routing Number on the bottom of your check or deposit slip. Please always check with your bank to obtain the correct ABA Routing Number and wire instructions.

The Depositary is hereby authorized and instructed to make payment of the Purchase Price by wire transfer of immediately available funds as instructed below:

Payee: _____________________________________________________

Bank Name: _________________________________________________

Address: ___________________________________________________

___________________________________________________________

ABA Number: _______________________________________________

Account Name: ______________________________________________

Account Number: _____________________________________________

For Further Credit Name and Account # (to the extent applicable):

__________________________________________________________

If Foreign, IBAN and SWIFT: ____________________________________

__________________________________________________________

Please provide the contact information where the Depositary may contact you if there are any questions or issues regarding the wire transfer information provided above.

Contact Information:

Address: ___________________________________________________

___________________________________________________________

Telephone: ___________________________ Email: ____________________________________

SIGN HERE

(See Instructions 1 and 5)

(Please complete Form W-9 or appropriate Form W-8, as applicable)

By signing below, the undersigned expressly agrees to the terms and

conditions set forth above

Signature(s) of Holder(s)

Name(s)

(Please Print)

Capacity (full title)

Address



(Include Zip Code)

Area Code and Telephone Number

Taxpayer Identification or Social Security Number
		(See Instruction 9)

Dated

(If this Letter of Transmittal is signed by a registered holder whose name is shown as the holder of the Units tendered hereby, the signature must correspond with the name shown on the books of the Transfer Agent as the holder of such Units. If this Letter of Transmittal is signed by a DTC participant whose name is shown as the holder of the Units tendered hereby the signature must correspond with the name shown on the security position listing as the holder of such Units. If the Units are registered in the names of two or more joint holders, each holder must sign this Letter of Transmittal. If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney in fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, that person should so indicate when signing and must submit proper evidence satisfactory to Osprey Bitcoin Trust of his or her authority to so act. See Instruction 5.)

GUARANTEE OF SIGNATURE(S)

(See Instructions 1 and 5)

Authorized Signature

Name(s)

(Please Print)
Title

Name of Firm

Address



(Include Zip Code)
Area Code and Telephone Number

Dated

IMPORTANT TAX INFORMATION

U.S. federal income tax laws generally require a tendering holder that is a U.S. person (as described in Section 10 of the Offer to Purchase) to provide the Depositary with such holder’s correct taxpayer identification number (“TIN”) and a certification that such holder is not subject to backup withholding on Internal Revenue Service (“IRS”) Form W-9, which is provided below, or, alternatively, to establish another basis for exemption from backup withholding. In addition to penalties, failure to provide the Depositary with the correct information and certification or an adequate basis for an exemption from backup withholding generally results in backup withholding at a current rate of 24% on all payments made to noncompliant holders or other payees pursuant to the Offer. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against the holder’s or other payee’s U.S. federal income tax liability if the required information is timely provided to the IRS. In order to avoid backup withholding, each tendering holder that is a U.S. person must provide (1) its correct TIN by completing IRS Form W-9, certifying, under penalties of perjury, (a) that the TIN provided is correct, (b) that (I) the holder is exempt from backup withholding, (II) the IRS has not notified the holder that such holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (III) the IRS has notified the holder that such holder is no longer subject to backup withholding, and (c) that the holder is a U.S. person (including a U.S. resident alien), or (2), if applicable, an adequate basis for exemption. If the tendering holder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such holder should write “Applied For” in the space provided for the TIN in Part I of IRS Form W-9, and sign and date IRS Form W-9. If “Applied For” is written in Part I and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold 24% from any payments made to such holder pursuant to the Offer. Certain holders (including, among others, corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. Exempt holders should indicate their exempt status on IRS Form W-9. For further information concerning backup withholding and instructions for completing IRS Form W-9 (including how to obtain a TIN if you do not have one and how to complete the IRS Form W-9 if Units are held in more than one name), consult the enclosed IRS Form W-9 and related instructions.

In order for a tendering holder that is a non-U.S. person (as described in Section 10 of the Offer to Purchase) to qualify as an exempt recipient with respect to backup withholding, such holder generally must submit to the Depositary a properly completed IRS Form W-8BEN, IRS Form W8-BEN-E, IRS Form W-8ECI or IRS Form W-8IMY, as applicable (instead of IRS Form W-9), signed under penalties of perjury, attesting to such holder’s foreign status. IRS Forms W-8BEN and W-8BEN-E are included in this Letter of Transmittal and other applicable forms can be obtained from the Depositary or from www.irs.gov.

Where Units are tendered on behalf of the holder by a broker or other DTC participant, the foregoing IRS Forms and certifications generally must be provided by the holder to the DTC participant, instead of the Depositary, in accordance with the DTC participant’s applicable procedures.

FAILURE TO COMPLETE AND RETURN THE IRS FORM W-9 OR AN APPROPRIATE IRS FORM W-8, AS APPLICABLE, MAY RESULT IN BACKUP WITHHOLDING ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. Signatures on this Letter of Transmittal must be guaranteed by a firm which is a member of the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program, or the Stock Exchange Medallion Program (each, an “eligible institution”), except in cases where Units are tendered (i) by a registered holder (which term, for purposes of this Letter of Transmittal, will include any participant in DTC whose name appears on a security position listing as the holder of the Units) of Units who has not completed either the box entitled “Special Payment Instructions” or the box entitled “Special Delivery Instructions” on this Letter of Transmittal or (ii) for the account of an eligible institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Units; Guaranteed Delivery Procedures. This Letter of Transmittal is to be used only if delivery of Units is to be made pursuant to the procedure set forth in Section 4 of the Offer to Purchase for either a registered holder or a DTC participant.

A registered holder should deliver a completed and signed Letter of Transmittal in accordance with the instructions to the Letter of Transmittal, have the holder’s signature on the Letter of Transmittal guaranteed if Instruction 1 so requires, and mail or deliver the Letter of Transmittal, together with any other required documents, to the Depositary, at one of its addresses set forth on the front page of this Letter of Transmittal.

As to DTC participants, the Depositary must receive the confirmation of a book-entry transfer of all tendered Units into the Depositary’s account at DTC pursuant to the book-entry transfer procedures set forth in Section 4 of the Offer to Purchase, together with a properly completed and duly executed Letter of Transmittal, any required signature guarantees and any other documents required by the Letter of Transmittal at one of its addresses set forth on the front page of this Letter of Transmittal, or pursuant to a properly transmitted agent’s message in lieu of the Letter of Transmittal, prior to the Expiration Time. Delivery of documents to DTC does not constitute delivery to the Depositary.

Holders who cannot follow the procedures for delivery of Units on a timely basis or who cannot transmit this Letter of Transmittal and all other required documents to reach the Depositary before the Expiration Time may nevertheless tender their Units pursuant to the guaranteed delivery procedure set forth in Section 4 of the Offer to Purchase. Pursuant to such procedure: (a) such tender must be made by or through an eligible institution, (b) the Depositary must receive by mail, express or overnight delivery, before the Expiration Time, a properly completed and duly executed notice of guaranteed delivery substantially in the form the Trust has provided with the Offer to Purchase (the “Notice of Guaranteed Delivery”), and (c) the Depositary must receive within the period of two (2) Business Days after the date of execution of that Notice of Guaranteed Delivery, either: (i) as to a registered holder, a Letter of Transmittal, which has been properly completed and duly executed and includes all signature guarantees required thereon and all other required documents; or (ii) as to a DTC participant, a book-entry confirmation evidencing all tendered Units, in proper form for transfer, in each case together with the Letter of Transmittal, validly completed and duly executed, with any required signature guarantees (or an agent’s message), and any other documents required by the Letter of Transmittal.

The method of delivery of this Letter of Transmittal and all other required documents to the Depositary, including delivery through DTC, and any acceptance of an agent’s message transmitted through Automated Tender Offer Program (ATOP), is at the election and risk of the tendering holder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery to the Depositary prior to the Expiration Time. Except as otherwise provided below, the delivery will be made when actually received by the Depositary. This Letter of Transmittal, agent’s message and any other required documents should be sent only to the Depositary, not to the Trust, the Information Agent or DTC.

No alternative, conditional or contingent tenders will be accepted, and no fractional Units will be purchased. By executing this Letter of Transmittal, each tendering holder waives any right to receive any notice of the acceptance of such holder’s tender.

3. Inadequate Space or Signature Pages. If the space provided in the box captioned “Description of Units Tendered” is inadequate, then you should list relevant information on a separate signed schedule attached to this Letter of Transmittal. Signature pages may be replicated as needed in accordance with Instruction 5.

4. Partial Tenders and Unpurchased Units. The Units may be tendered and accepted only in whole Units. If fewer than all of the Units owned by a registered holder are tendered, the registered holder must fill in the number of Units tendered in the column of the box titled “Description of Units Tendered” herein. The entire number of Units delivered to the Depositary will be deemed to have been tendered, unless otherwise indicated.

5. Signatures on Letter of Transmittal.

If this Letter of Transmittal is signed by the registered holder(s) of the Units tendered hereby, the signature(s) must correspond exactly with the name(s) that appears on a security position listing, or appears on the books of the Transfer Agent, as the holder of the Units without any change whatsoever;

If any of the Units tendered hereby are owned of record by two or more joint owners, each such holder must sign this Letter of Transmittal;

If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and proper evidence satisfactory to the Trust of the authority of such person so to act must be submitted with this Letter of Transmittal.

6. Share Transfer Taxes. The Trust will pay any share transfer taxes with respect to the transfer and sale of Units to it or its order pursuant to the Offer. If, however, payment of the Purchase Price is to be made to, or if book entries for Units not tendered or accepted for payment are to be registered in the name of, any person(s) other than the registered holder(s), or if Units tendered hereby are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any share transfer taxes (whether imposed on the registered holder(s) or such person(s)) payable on account of the transfer to such person(s) will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted with this Letter of Transmittal. Except as provided in this Instruction 6, no share transfer tax stamps or funds to cover such stamps need to accompany this Letter of Transmittal.

7. Irregularities. All questions as to the price to be paid for the Units to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Units will be determined by the Trust in its reasonable discretion, which determination shall be final and binding on all parties absent a finding to the contrary by a court of competent jurisdiction. The Trust reserves the absolute right to reject any and all tenders reasonably determined by it not to be in proper form or the acceptance for payment of which may, in the opinion of its counsel, be unlawful. Absent a finding to the contrary by a court of competent jurisdiction, the Trust also reserves the absolute right to waive any condition of the Offer or any defect or irregularity in the tender of any particular Units or any particular holder, whether or not similar defects or irregularities are waived in the case of other holders, and the Trust’s reasonable interpretation of the terms and conditions of the Offer (including these instructions) will be final and binding on all persons. No tender of Units will be deemed to have been properly made until all defects and irregularities have been cured or waived to the satisfaction of the Trust. The Trust will not be liable for failure to waive any condition of the Offer, or any defect or irregularity in any tender of Units, provided that in the event a condition is waived with respect to any particular tendering holder, the same condition will be waived with respect to all tendering holders. Neither the Trust, the Sponsor, directors of the Sponsor nor any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Trust’s reasonable interpretation of the terms of and conditions to the Offer, including this Letter of Transmittal and the instructions hereto, will be final and binding on all persons participating in the Offer absent a finding to the contrary by a court of competent jurisdiction. Any determination by the Trust as to the validity, form, eligibility and acceptance of Units for payment, or any interpretation by the Trust as to the terms and conditions of the Offer, is subject to applicable law and, if challenged by holders in a lawsuit, to the judgment of a court of competent jurisdiction.

8. Special Payment and Delivery Instructions. If the check for the aggregate Purchase Price of any Units purchased is to be issued to, or any Units not tendered or not purchased are to be returned in the name of, a person other than the person(s) signing this Letter of Transmittal, if the check is to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown in the box entitled “Descriptions of Units Tendered” or if payment of the Purchase Price is to be made by wire transfer, the boxes entitled “Special Payment Instructions,” “Special Delivery Instructions” and/or “Special Wire Transfer Instructions” on this Letter of Transmittal should be completed.

9. Requests for Assistance or Additional Copies. Requests for assistance or additional copies of the Offer to Purchase, this Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent. Its address, telephone numbers and email address are set forth below.

10. Form W-9. Except as provided above under “Important Tax Information”, each tendering holder is required to provide the Depositary with a correct TIN on Form W-9, which is provided under “Important Tax Information” above. Failure to provide the information on the form may subject the tendering holder to a penalty and a 24% backup withholding tax may be imposed on the payments made to the holder or other payee with respect to Units purchased pursuant to the Offer.

11. Non-U.S. Person Withholding. Non-U.S. persons should note that the 30% U.S. withholding tax generally applicable to distributions by U.S. corporations should not apply to the proceeds payable pursuant to the Offer (however, as indicated above under “Important Tax Information”, U.S. backup withholding tax may be applicable). Non-U.S. persons should not use IRS Form W-9. Instead, non-U.S. persons must provide an appropriate IRS Form W-8.

IMPORTANT. A properly completed and duly executed Letter of Transmittal, any required signature guarantees and any other documents required by this Letter of Transmittal at the address set forth below must be received by the Depositary prior to the Expiration Time, or the tendering holder must comply with the procedures for guaranteed delivery.

The Depositary for the Offer is:

If delivering by mail, facsimile transmission or by hand, express mail, courier

or other expedited service:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Corporate Actions Department

Fax: 212-616-7610

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Depositary.

Questions and requests for assistance may be directed to the Information Agent at the address set forth below. Additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Information Agent. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

Email: OBTC.info@investor.morrowsodali.com

Exhibit (a)(1)(iii)

NOTICE OF GUARANTEED DELIVERY

(Not to be used for Signature Guarantee)

For Tender of Common Units of Fractional Undivided

Beneficial Interest of Osprey Bitcoin Trust

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END OF THE DAY ON FRIDAY, FEBRUARY 9, 2024, AT 12:00 MIDNIGHT, NEW YORK CITY TIME, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION TIME”).

As set forth in Section 4 of the Offer to Purchase (as defined below), this form must be used to accept the Offer (as defined below) if (1) the book-entry Units are not immediately available, (2) the procedures for book-entry transfer described in Section 4 of the Offer to Purchase (as defined below) cannot be completed before the Expiration Time or (3) time will not permit all required documents to reach Continental Stock Transfer & Trust Company (the “Depositary”) before the Expiration Time. This form, signed and properly completed, may be delivered by hand, mail or overnight delivery to the Depositary. See Section 4 of the Offer to Purchase (as defined below). Capitalized terms used but not defined herein shall have the meaning assigned to them in the Offer to Purchase.

The Depositary for the Offer is:

If delivering by mail, facsimile transmission or by hand, express mail, courier
or other expedited service:

Continental Stock Transfer & Trust Company
1 State Street, 30^th Floor
Attention: Reorg Department
New York, NY 10004

Attention: Corporate Actions Department

Fax: 212-616-7610

THIS NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY AT THE ABOVE ADDRESS BEFORE THE EXPIRATION TIME. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO THE TRUST, THE INFORMATION AGENT OR THE DEPOSITORY TRUST COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND WILL NOT CONSTITUTE VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED BELOW) UNDER THE INSTRUCTIONS TO THE LETTER OF TRANSMITTAL, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

The undersigned hereby tenders to Osprey Bitcoin Trust, a Delaware statutory trust (the “Trust”), the number of common units of fractional undivided beneficial interest in the Trust (each, a “Unit”) as indicated in this notice of guaranteed delivery (the “Notice of Guaranteed Delivery”), at a purchase price of their net asset value (“NAV”) per unit, less applicable fees payable to Osprey Funds, LLC, a Delaware limited liability company and the sponsor of the Trust (the “Sponsor”), as of the close of business on February 14, 2024 (such purchase price, the “Purchase Price”), on the terms and subject to the conditions described in the offer to purchase, dated January 11, 2024 (together with any amendments or supplements hereto, the “Offer to Purchase”) and the related letter of transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, collectively with the Offer to Purchase and other related materials as may be amended or supplemented from time to time, the “Offer”), receipt of which is hereby acknowledged, all pursuant to the guaranteed delivery procedures set forth in Section 4 of the Offer to Purchase. Unless the context otherwise requires, all references to shares herein shall refer to the Units of the Trust. Capitalized terms used herein but not defined shall have the meanings given to them in the Offer to Purchase.

NUMBER OF UNITS TO BE TENDERED: UNITS

THE GUARANTEE SET FORTH BELOW MUST BE COMPLETED.

GUARANTEE

(Not to be used for signature guarantee)

The undersigned, a financial institution that is a participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program (each, an “eligible institution”), hereby guarantees (1) that the above-named person(s) has a net long position in the Units being tendered within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, (2) that such tender of Units complies with Rule 14e-4, and (3) that, either: (a) as to a registered holder, a properly completed and duly executed Letter of Transmittal, any required signature guarantees, and any other documents required by the Letter of Transmittal; or (b) as to a DTC participant (as defined in the Offer to Purchase), the confirmation of the book-entry transfer of all tendered shares into the Depositary’s account at The Depository Trust Company, together with a properly completed and duly executed Letter of Transmittal, any required signature guarantees, and any other documents required by the Letter of Transmittal, or a properly transmitted agent’s message (as defined in the Offer to Purchase) in lieu of the Letter of Transmittal, must be received by the Depositary to the address shown on the Letter of Transmittal, within two business days after the date of execution of the Notice of Guaranteed Delivery by the Depositary.

The eligible institution that completes this form must communicate the guarantee to the Depositary and must deliver the above-described and complete the procedures for book-entry transfer deliveries set forth in Section 4 of the Offer to Purchase within the time period set forth herein. Failure to do so could result in financial loss to such eligible institution.


Name of Firm		Address

Authorized Signature		Zip Code

Name (Please Print)		Area Code and Telephone Number

Title		Dated

THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Exhibit (a)(1)(iv)

Offer to Purchase for Cash

Osprey Bitcoin Trust

Up to 20% or 1,668,107 common units of fractional

undivided beneficial interest at net asset value less fees payable to the Sponsor

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END OF THE DAY ON FRIDAY,

FEBRUARY 9, 2024, AT 12:00 MIDNIGHT, NEW YORK CITY TIME, UNLESS THE OFFER IS EXTENDED

OR EARLIER TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION TIME”).

January 11, 2024

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been appointed by Osprey Bitcoin Trust, a Delaware statutory trust (the “Trust,” “we,” “us” or “our”), to act as the information agent (the “Information Agent”) in connection with its offer to purchase up to 20% or 1,668,107 outstanding Units pursuant to tenders by investors at a purchase price equal to their net asset value (“NAV”), less applicable fees payable to Osprey Funds, LLC, a Delaware limited liability company and the sponsor of the Trust (the “Sponsor”) as of the close of business on February 14, 2024 (such price, the “Purchase Price”), upon the terms and subject to the conditions described in the offer to purchase, dated January 11, 2024 (together with any amendments or supplements hereto, the “Offer to Purchase”) and the related letter of transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”). Please furnish copies of the enclosed materials to those of your clients for whom you hold Units registered in your name or in the name of your nominee. Unless the context otherwise requires, all references to “units” or “Units” shall refer to the common units of fractional undivided beneficial interest in the Trust and portions thereof representing beneficial interest in the Trust. Capitalized terms used herein but not defined shall have the meanings given to them in the Offer to Purchase.

Enclosed with this letter are copies of the following documents:

1. Offer to Purchase, dated January 11, 2024;

2. Letter of Transmittal, for your use in accepting the Offer and tendering units of, and for the information of, your clients;

3. Form of letter that may be sent to your clients for whose account you hold units registered in your name or in the name of a nominee, with an instruction form provided for obtaining such client’s instructions with regard to the Offer;

4. Notice of guaranteed delivery with respect to units, to be used to accept the Offer and tender units pursuant to the Offer if the book-entry units are not immediately available, or the procedure for book-entry transfer described in Section 4 of the Offer to Purchase cannot be completed before the Expiration Time, or if time will not permit all required documents to reach Continental Stock Transfer & Trust Company (the “Depositary”) before the Expiration Time; and

5. A return envelope addressed to Continental Stock Transfer & Trust Company, as Depositary for the Offer.

The Offer is not conditioned on any minimum number of units being tendered. The Offer is, however, subject to certain other conditions set forth in Section 7 of the Offer to Purchase.

We urge you to contact your clients promptly. Please note that the Offer, proration period and withdrawal rights will expire at the end of the day on Friday, February 9, 2024 at 12:00 midnight, New York City time, unless the Trust extends the Offer or the Offer is earlier terminated.

Under no circumstances will interest be paid on the Purchase Price of the Units regardless of any extension of, or amendment to, the Offer or any delay in paying for such Units.

The Trust will not pay any fees or commissions to any broker or dealer or other person (other than the Sponsor, the Information Agent and the Depositary, as described in the Offer to Purchase) in connection with the tendering and solicitation of tenders of Units pursuant to the Offer. However, the Trust will, on request, reimburse you for customary mailing and handling expenses incurred by you in forwarding copies of the enclosed Offer materials to your clients. The Trust will pay or cause to be paid any securities transfer taxes applicable to its purchase of units pursuant to the Offer, except as otherwise provided in the Offer to Purchase and Letter of Transmittal (see Instruction 6 of the Letter of Transmittal).

Questions and requests for additional copies of the enclosed material may be directed to us at our address and telephone number set forth on the back cover of the Offer to Purchase.

Very truly yours,

Morrow Sodali LLC

Nothing contained in this letter or in the enclosed documents shall render you or any other person the agent of the Trust, the Sponsor, the Depositary, the Information Agent or any affiliate of any of them or authorize you or any other person to give any information or use any document or make any statement on behalf of any of them with respect to the Offer other than the enclosed documents and the statements contained therein.

Exhibit (a)(1)(v)

Offer to Purchase for Cash
by
Osprey Bitcoin Trust

of
Up to 20% or 1,668,107 common units of fractional

undivided beneficial interest at net asset value less fees payable to the Sponsor

January 11, 2024

To Our Clients:

Enclosed for your consideration are the offer to purchase, dated January 11, 2024 (together with any amendments or supplements hereto, the “Offer to Purchase”) and the accompanying letter of transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, collectively with the Offer to Purchase and other related materials as may be amended or supplemented from time to time, the “Offer”), in connection with the Offer by Osprey Bitcoin Trust, a Delaware statutory trust (the “Trust,” “we,” “us” or “our”), to purchase up to 20% or 1,668,107 outstanding Units (the “Offer Amount”) pursuant to tenders by investors at a purchase price equal to their net asset value (“NAV”), less applicable fees payable to the Osprey Funds, LLC, a Delaware limited liability company and the sponsor of the Trust (the “Sponsor”), as of the close of business on February 14, 2024 (such purchase price, the “Purchase Price”), upon the terms and subject to the conditions described in the Offer to Purchase. Unless the context otherwise requires, all references to “units” or “Units” shall refer to the common units of fractional undivided beneficial interest in the Trust and portions thereof representing beneficial interest in the Trust. Capitalized terms used herein but not defined shall have the meanings given to them in the Offer to Purchase.

The Trust will purchase all Units properly tendered and not properly withdrawn prior to the Expiration Time at the Purchase Price, less fees payable to the Sponsor and any applicable withholding tax, on the terms and subject to the conditions of the Offer. All Units acquired in the Offer will be acquired at the same Purchase Price.

If the number of Units properly tendered and not properly withdrawn prior to the Expiration Time is less than or equal to the Offer Amount, the Trust will, on the terms and subject to the conditions of the Offer, purchase at the Purchase Price all Units so tendered.

On the terms and subject to the conditions of the Offer, if more than the Offer Amount are properly tendered and not properly withdrawn prior to the Expiration Time, the Trust will purchase the Offer Amount on a pro rata basis, from all unitholders who properly tender Units, with appropriate adjustment to avoid purchases of fractional Units. See Section 3 of the Offer to Purchase.

We are the holder of record (directly or indirectly) of Units held for your account. As such, we are the only ones who can tender your Units, and then only pursuant to your instructions. We are sending you the Letter of Transmittal for your information only; you cannot use it to tender Units we hold for your account.

Please instruct us as to whether you wish us to tender any or all of the Units we hold for your account on the terms and subject to the conditions of the Offer.

Please note the following:

1. You may tender your Units in cash at the Purchase Price, as indicated in the attached instruction form, less fees payable to the Sponsor and any applicable withholding tax.

2. You should consult with your broker or other financial or tax advisor on the possibility of designating the priority in which your Units will be purchased in the event of proration.

3. The Offer is not conditioned on any minimum number of Units being tendered. The Offer is, however, subject to certain other conditions set forth in Section 7 of the Offer to Purchase.

4. The Offer, withdrawal rights and proration period will expire at the end of the day on Friday, February 9, 2024 at 12:00 midnight, New York City time, unless the Trust extends the Offer or the Offer is earlier terminated.

5. The Offer is for up 1,668,107 Units, constituting approximately 20% of the total number of Units outstanding as of January 10, 2024.

6. Tendering unitholders who are registered holders or who tender their Units directly to Continental Stock Transfer & Trust Company will not be obligated to pay any brokerage commissions or fees to the Trust, except as set forth in the Offer to Purchase and the Letter of Transmittal, or securities transfer taxes on the Trust’s purchase of Units under the Offer.

If you wish to have us tender any or all of your Units, please so instruct us by completing, executing, detaching and returning to us the attached instruction form. If you authorize us to tender your Units, we will tender all your Units unless you specify otherwise on the attached instruction form.

Your prompt action is requested. Your instruction form should be forwarded to us in ample time to permit us to submit a tender on your behalf before the Expiration Time of the Offer. Please note that the Offer and withdrawal rights will expire the end of the day on Friday, February 9, 2024 at 12:00 midnight, New York City time, unless the Trust extends the Offer or the Offer is earlier terminated.

The Offer is being made solely under the Offer to Purchase and the related Letter of Transmittal and is being made to all record holders of Trust’s Units. The Trust is not soliciting any Units in the Offer in any jurisdiction where it would be illegal to do so, provided that the Trust will comply with the requirements of Rule 13e-4(f)(8) promulgated under the Exchange Act. Validly tendered Units will be accepted from all holders wherever located. The Trust may, at its discretion, take any action necessary for it to make the Offer to holders of Units in any such jurisdiction in compliance with applicable laws.

The Trust’s Sponsor has approved the Offer. However, none of the Trust, the Sponsor, Continental Stock Transfer & Trust Company (the “Depositary”) or Morrow Sodali LLC (the “Information Agent”) is making any recommendation to you as to whether to tender or refrain from tendering your Units. None of the Trust, the Sponsor, the Depositary or the Information Agent has authorized any person to make any recommendation to you as to whether you should tender or refrain from tendering your Units. You must make your own decision as to whether to tender and, if so, how many Units to tender. In doing so, you should read carefully the information in the Offer to Purchase and in the related Letter of Transmittal, including the Trust’s reasons for making the Offer. See Section 1 of the Offer to Purchase. You should discuss whether to tender your Units with your broker or other financial or tax advisor.

The Trust’s Sponsor, its officers or affiliates are entitled to participate in the Offer on the same basis as all other unitholders and one or more of such persons may, but are under no obligation, to do so.

If the Offer is oversubscribed, the Trust will purchase Units on a pro rata basis from all unitholders who properly tender Units and do not properly withdraw prior to the Expiration Time at the Purchase Price. Therefore, if you wish to maximize the chance that your Units will be purchased and wish to maximize the number of your Units accepted for payment, you should tender as many Units as you own and are willing to sell in the Offer.

INSTRUCTION FORM WITH RESPECT TO
Offer to Purchase for Cash
by
Osprey Bitcoin Trust
of
Up to 20% or 1,668,107 common units of fractional

undivided beneficial interest at net asset value less fees payable to the Sponsor

The undersigned acknowledge(s) receipt of your letter and the enclosed offer to purchase (together with any amendments or supplements hereto, the “Offer to Purchase”) and the related letter of transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, collectively with the Offer to Purchase and other related materials as may be amended or supplemented from time to time, the “Offer”), in connection with the Offer by Osprey Bitcoin Trust, a Delaware statutory trust (the “Trust,” “we,” “us” or “our”), to purchase up to 20% or 1,668,107 outstanding Units (as defined below) pursuant to tenders by investors at a purchase price equal to their net asset value (“NAV”), less applicable fees payable to the Sponsor (such purchase price, the “Purchase Price”), as of the close of business on February 14, 2024, upon the terms and subject to the conditions described in the Offer. Unless the context otherwise requires, all references to “Units” shall refer to the common units of fractional undivided beneficial interest in the Trust and portions thereof representing beneficial interest in the Trust. Capitalized terms used herein but not defined shall have the meanings given to them in the Offer to Purchase.

The undersigned hereby instruct(s) you to tender to the Trust the number of Units indicated below or, if no number is indicated, all Units you hold for the account of the undersigned, at the Purchase Price, on the terms and subject to the conditions of the Offer.

In participating in the Offer to purchase for cash, the undersigned acknowledges that: (1) the Offer is established voluntarily by the Trust, it is discretionary in nature and it may be extended, modified, suspended or terminated by the Trust as provided in the Offer; (2) the undersigned is voluntarily participating in the Offer; (3) the future value of the Units are unknown and cannot be predicted with certainty; (4) any foreign exchange obligations triggered by the undersigned’s tender of Units or the recipient of proceeds are solely his or her responsibility; and (5) regardless of any action that the Trust takes with respect to any or all income/capital gains tax, social security or insurance, transfer tax or other tax-related items (“Tax Items”) related to the Offer and the disposition of Units, the undersigned acknowledges that the ultimate liability for all Tax Items is and remains his or her sole responsibility. In that regard, the undersigned authorizes the Trust to withhold all applicable Tax Items legally payable by the undersigned.

The undersigned consents to the collection, use and transfer, in electronic or other form, of the undersigned’s personal data as described in this document by and among, as applicable, the Trust, the Sponsor, and third party administrators for the exclusive purpose of implementing, administering and managing his or her participation in the Offer.

The undersigned understands that the Trust holds certain personal information about him or her, including, as applicable, but not limited to, the undersigned’s name, home address and telephone number, date of birth, social security or insurance number or other identification number, nationality, any Units held in the Trust, for the purpose of implementing, administering and managing his or her ownership (“Data”). The undersigned understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Offer, that these recipients may be located in his or her country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than his or her country. The undersigned understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting the Trust. The undersigned authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing his or her participation in the Offer, including any requisite transfer of such Data as may be required to a broker or other third party with whom the undersigned held any Units. The undersigned understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Offer. The undersigned understands that he or she may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Trust. The undersigned understands, however, that refusing or withdrawing his or her consent may affect his or her ability to participate in the Offer. For more information on the consequences of his or her refusal to consent or withdrawal of consent, the undersigned understands that he or she may contact the Trust.

Number of Units to be tendered by you for the account of the undersigned: Units*

* Unless otherwise indicated, it will be assumed that all Units held by us for your account are to be tendered.

Exhibit (a)(1)(vi)

Notice of Offer to Purchase for Cash

Osprey Bitcoin Trust

Up to 20% or 1,668,107 of its outstanding Units

FAIRFIELD, C.T. — January 11, 2024 —Osprey Bitcoin Trust (OTCQX: OBTC), a Delaware statutory trust (“Osprey” or the “Trust”), announced today that it is offering to purchase for cash via tender offer (the “Offer”) up to 20% or 1,668,107 outstanding common units of fractional undivided beneficial interest (the “Units”) at a purchase price equal to their net asset value (“NAV”), less any applicable withholding taxes and fees payable to Osprey Funds, LLC, the sponsor of the Trust (the “Sponsor”) (such purchase price, the “Purchase Price”), as determined as of the close of business on February 14, 2024 (such date, as may be extended, the “Valuation Date”). The Offer is being made in accordance with the terms and subject to the conditions described in the offer to purchase (the “Offer to Purchase”) and the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”) and other related materials as may be amended or supplemented from time to time (collectively, with the Offer to Purchase and the Letter of Transmittal, the “Offer”).

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END OF THE DAY

ON FRIDAY, February 9, 2024, AT 12:00 MIDNIGHT, NEW YORK CITY TIME, UNLESS THE OFFER IS EXTENDED Or EARLIER terminated (such date and time, as they may be extended, the “expiration date”).

The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to other conditions, as further described in the Offer to Purchase.

The Trust reserves the right, at any time and from time to time, to extend the period of time during which the Offer is pending by promptly notifying investors of such extension. If the Trust elects to extend the tender period for any reason beyond the Valuation Date, for the purpose of determining the Purchase Price for tendered Units, the NAV of such Units will be determined at the close of business on the third (3^rd) Business Day after the date on which the Offer actually expires. The Trust reserves the right to adjust the date on which the NAV of the Units will be determined to correspond with any extension of the Offer, provided that any such extension of the Offer and any such corresponding adjustment to the Valuation Date, as applicable, will be announced via press release as promptly as practicable after such determination has been made and not later than 9:00 a.m., New York City time, on the first (1^st) Business Day after the previously scheduled Expiration Date. During any such extension, all Units previously tendered and not properly withdrawn will remain subject to the Offer.

The Trust also reserves the right, in its reasonable discretion, at any time and from time to time up to and including acceptance of tenders pursuant to the Offer to terminate the Offer in the circumstances set forth in the Offer to Purchase and in the event of such termination, not to purchase or pay for any Units tendered pursuant to the Offer. In the event that the Trust decides to terminate the Offer for any reason, it will promptly notify investors.

Unitholders wishing to tender their Units must follow the procedures set forth in Section 4 of the Offer to Purchase and in the Letter of Transmittal. To validly tender Units pursuant to the Offer, a properly completed and duly executed Letter of Transmittal together with any required signature guarantees, must be received by the Trust’s transfer agent and the depositary for the Offer, Continental Stock Transfer and Trust Company (“CSTT”) at its address set forth on the back page of the Offer to Purchase, and listed below, prior to the Expiration Date.

Unitholders who hold Units in a brokerage account or otherwise through a broker, dealer, commercial bank, trust company or other nominee, meaning such Units are owned in “street name,” must contact such nominee if such unitholder desires to tender those Units, and request that such nominee effects the transaction on the holder’s behalf.

Unitholders wishing to tender their Units but who are unable to deliver them by book-entry transfer prior to the Expiration Date, or who are unable to make delivery of all required documents to CSTT prior to the Expiration Date, may tender their Units by complying with the procedures set forth in Section 4 of the Offer to Purchase for tendering by Notice of Guaranteed Delivery.

Any unitholder tendering Units pursuant to the Offer may withdraw its tender (a) at any time on or before the applicable Expiration Date, and (b) at any time after March 11, 2024, if Units have not then been accepted by the Trust. To be effective, any notice of withdrawal must be timely received by CSTT at the address or fax number set forth on the back page of the Offer to Purchase and listed below. Such receipt should be confirmed by the investor in accordance with the procedures set out in Section 4 of the Offer to Purchase. A form to use to give notice of withdrawal is available by calling Morrow Sodali LLC, the information agent for the Offer (the “Information Agent”) at the phone number indicated on page 2 of the Offer to Purchase and listed below. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Trust, in its sole discretion, and such determination shall be final and binding absent a finding to the contrary by a court of competent jurisdiction. Units properly withdrawn shall not thereafter be deemed to be tendered for purposes of the Offer. However, withdrawn Units may again be tendered prior to the Expiration Date by following the procedures described in Section 4 of the Offer to Purchase. The unitholder is responsible for confirming that any notice of withdrawal is received by CSTT. If the unitholder fails to confirm receipt of a notice of withdrawal by CSTT, there can be no assurance that any withdrawal the unitholder may make will be honored by the Trust.

If a unitholder holds Units through a broker, dealer, commercial bank, trust company or similar institution, such holder should consult that institution on the procedures the holder must comply with and the time by which such procedures must be completed in order for that institution to provide a written notice of withdrawal.

If Units have been delivered in accordance with the procedures for book-entry transfer described in Section 4 of the Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at the Depository Trust Company (“DTC”) to be credited with the withdrawn shares and otherwise comply with DTC’s procedures.

Upon the terms and subject to the conditions of the Offer, the Trust will accept for payment and pay the Purchase Price for all of the Units accepted for payment pursuant to the Offer promptly after the Expiration Time. In all cases, payment for Units tendered and accepted for payment pursuant to the Offer will be made as promptly as practicable, subject to possible delay in the event of proration, but only after timely receipt by CSTT of: (1) as to a DTC participant, (a) either a duly completed agent’s message through the facilities of DTC at CSTT’s DTC account or a properly completed Letter of Transmittal, and (b) confirmation of book-entry transfer of the Units into CSTT’s applicable DTC account; or as to a registered shareholder, a properly completed and duly executed Letter of Transmittal; and any other required documents by the Letter of Transmittal. The Trust will deposit the amounts payable in separate accounts with CSTT. All payments described above will be made by check or wire transfer, either directly to the brokerage firm of record or, if not held at a brokerage firm, directly to the physical address or the account, as applicable, designated by the tendering investor.

In the event of proration, we will determine the proration factor and pay for those tendered Units accepted for payment promptly after the Expiration Time. Units tendered and not purchased, including Units not purchased due to proration, will stay at the registered shareholder’s book-entry account at CSTT, or, in the case of Units tendered by book-entry transfer through the facilities of DTC, will be credited to the appropriate account maintained by relevant DTC participants at DTC, in each case without expense to the shareholder.

Under no circumstances will the Trust pay interest on the Purchase Price, including but not limited to, by reason of any delay in making payment. In addition, if certain events occur, as described in Section 7 of the Offer to Purchase, we may not be obligated to purchase Units pursuant to the Offer.

The Offer is being made to all holders of Units. The purpose of the Offer is to provide liquidity to investors who hold Units. The Sponsor has the discretion to determine whether the Trust will repurchase Units from investors from time to time pursuant to written tenders. Because Units of the Trust have traded at an average discount to NAV of 25% over the past year, and because of the limited liquidity on the OTCQX, the Sponsor has determined, after consideration of these and various additional matters, that the Offer is in the best interests of investors of the Trust.

The Sponsor of the Trust has approved the Offer. However, neither the Trust, nor the Sponsor, nor any of the executive officers of the Sponsor, nor the Information Agent, nor CSTT makes any recommendation to any unitholder as to whether to tender or refrain from tendering Units. Unitholders must make their own decisions whether to tender Units, and, if so, the portion of their Units to tender.

None of the Sponsor, its officers or affiliates intend to participate in the Offer.

Generally, the tender of Units for cash pursuant to the Offer will be a taxable sale of the Units for U.S. federal income tax purposes. For a discussion of the U.S. federal income tax consequences of the tender of Units pursuant to the Offer, see Section 10 of the Offer to Purchase. UNITHOLDERS ARE STRONGLY ENCOURAGED TO CONSULT THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF TENDERING UNITS IN THE OFFER.

The information required to be delivered by Rule 13e-4(d)(1) under the U.S. Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase, which is incorporated herein by reference.

The Offer to Purchase and the related Letter of Transmittal contain important information that should be carefully read in their entirety before any decision is made with respect to the Offer.

Questions or requests for assistance may be directed to the Information Agent at its telephone number and address set forth below. Requests for additional copies of the Offer to Purchase, the related Letter of Transmittal, the Notice of Guaranteed Delivery or the other Offer materials may be directed to the Information Agent at the telephone number and address set forth below. Stockholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. To confirm delivery of shares, stockholders are directed to contact CSTT, the depositary for the Offer.

The Depositary for the Offer is:

Continental Stock Transfer & Trust Company

By Mail or Overnight Courier:

(for eligible institutions only):

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Corporate Actions Department

By Facsimile Transmission:

212-616-7610

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Corporate Actions Department

The Information Agent for the Offer is:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Individuals call toll-free (800) 662-5200

Banks and brokers call (203) 658-9400

Email: OBTC.info@investor.morrowsodali.com

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Units. The Offer is made solely pursuant to the Offer to Purchase and Letter of Transmittal. The information contained or referred to therein is incorporated herein by reference. The Offer is being made to all holders of Units, provided that the Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Units in states in which making or accepting the Offer would violate that state’s laws, provided that the Trust will comply with the requirements of Rule 13e-4(f)(8) promulgated under the Securities Exchange Act of 1934, as amended. In any state where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on the Trust’s behalf by one or more registered brokers or dealers licensed under the laws of such state.

Exhibit 107

Calculation of Filing Fees Table

SC TO-I

(Form Type)

Osprey Bitcoin Trust

(Exact Name of Registrant as Specified in its Charter)

Table 1 - Transaction Value

	Transaction Valuation			Fee Rate		Amount of Filing Fee

Fees to Be Paid	$	25,205,111.90	⁽¹⁾		0.0001476	$	3,720.28	⁽²⁾

Fees Previously Paid		—

Total Transaction Valuation	$	25,205,111.90	⁽¹⁾

Total Fees Due for Filing						$	3,720.28

Total Fees Previously Paid						$	—

Total Fee Offsets						$	—

Net Fee Due						$	3,720.28

(a)

Calculated as the aggregate maximum purchase price for units of beneficial interest, based upon the estimated net asset value per unit as of January 8, 2024.

(b)

The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $147.60 per $1,000,000 of the aggregate amount of the Transaction Valuation (or 0.0001476% of the aggregate Transaction Valuation). The Transaction Valuation set forth above was calculated for the sole purpose of determining the filing fee and should not be used for any other purpose.

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