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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): January
11, 2024
Osprey
Bitcoin Trust
(Exact
name of registrant as specified in charter)
| Delaware |
|
000-56307 |
|
83-2424407 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
1241
Post Road, 2nd
Floor
Fairfield,
Connecticut 06824
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (914)
214-4697
N/A
(Former
name, former address and former fiscal year, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☒ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None.
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
ITEM
8.01 Other Events
On
January 11, 2024, Osprey Bitcoin Trust (the “Trust”) announced that the Trust has commenced a tender offer (the “Offer”)
to purchase for cash up to 20% or 1,668,107 outstanding common units of fractional undivided beneficial interest (the “Units”)
at net asset value, less any applicable withholding taxes and fees payable to Osprey Funds, LLC, the sponsor of the Trust. The Offer
is subject to certain terms and conditions described in the offer to purchase, dated January 11, 2024 (together with any amendments or
supplements thereto, the “Offer to Purchase”) and the related letter of transmittal (together with any amendments
or supplements thereto, the “Letter of Transmittal”). The Offer 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. A copy of the
announcement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The
information in this report and the exhibit hereto describing the Offer is for informational purposes only and does not constitute an
offer to buy or the solicitation of an offer to sell Units in the Offer. The Offer is being made only pursuant to the Offer to Purchase,
the Letter of Transmittal and the related materials that the Trust is filing with the U.S. Securities and Exchange Commission (the “SEC”),
and will distribute to its unitholders, as they may be amended or supplemented. Unitholders should read such Offer to Purchase, Letter
of Transmittal, and related materials carefully and in their entirety because they contain important information, including the various
terms and conditions of the Offer. Unitholders may obtain a free copy of the tender offer statement on Schedule TO, the Offer to Purchase,
the Letter of Transmittal and the related materials that the Trust is filing with the SEC from the SEC’s website at www.sec.gov.
Unitholders
will also be able to obtain a copy of these documents, without charge, from Morrow Sodali LLC (“Morrow Sodali”), the
information agent for the Offer, toll free at (800) 662-5200 for individuals and (203) 658-9400 for banks and brokers. Unitholders are
urged to carefully read all of these materials prior to making any decision with respect to the Offer. Unitholders and investors who
have questions or need assistance may call Morrow Sodali.
ITEM
9.01 Financial Statements and Exhibits
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
January 11, 2024 |
Osprey
Funds, LLC as Sponsor of Osprey Bitcoin Trust
(OBTC)
|
| |
|
|
| |
By: |
/s/
Gregory D. King |
| |
Name: |
Gregory
D. King |
| |
Title:
|
Chief
Executive Officer |
Exhibit
99.1
Notice
of Offer to Purchase for Cash
by
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 (3rd) 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 (1st)
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.
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