Form SC TO-I/A - Tender offer statement by Issuer: [Amend]
January 16 2024 - 6:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
TO
(Amendment
No. 1)
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, 2nd 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
☐ |
Check the box if filing relates
solely to preliminary communications made before the commencement of a tender offer. |
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Check the appropriate boxes
below to designate any transactions to which the statement relates: |
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer
subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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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
Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with
the Securities and Exchange Commission by Osprey Bitcoin Trust, a Delaware Statutory Trust (the “Trust”), on January 11,
2024 (the “Schedule TO”) in connection with the offer to purchase up to 20% or 1,668,107 outstanding common units of fractional
undivided beneficial interest in the Trust (the “Units”) at net asset value.
The
Trust’s tender offer (the “Offer”) is being made upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated January 11, 2024, and previously filed as Exhibit (a)(1)(i) (together with any amendments or supplements thereto,
the “Offer to Purchase”), the related Letter of Transmittal, dated January 11, 2024, and previously filed as Exhibit (a)(1)(ii)
(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 Documents”).
This
Amendment No. 1 is being filed to amend and supplement the Schedule TO and in accordance with Rule 13e-4(c)(2) under the Securities Exchange
Act of 1934, as amended. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures
set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment No.
1 by reference. Capitalized terms used and not otherwise defined in this Amendment No. 1 shall have the meanings assigned to such terms
in the Schedule TO and the Offer to Purchase.
Item
12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibit:
*
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.
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Osprey Funds, LLC as Sponsor of Osprey Bitcoin Trust |
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By: |
/s/
Gregory D. King |
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Gregory
D. King |
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Chief
Executive Officer |
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Date: |
January
16, 2024 |
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Exhibit
Index
Exhibit
No |
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Description |
(a)(1)(i)* |
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Offer to Purchase, dated January 11, 2024. |
(a)(1)(ii)* |
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Letter of Transmittal. |
(a)(1)(iii)* |
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Notice of Guaranteed Delivery. |
(a)(1)(iv)* |
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated January 11, 2024. |
(a)(1)(v)* |
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated January 11, 2024. |
(a)(1)(vi)* |
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Summary Advertisement, dated January 11, 2024. |
(a)(1)(vii) |
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Tweet from Gregory D. King, January 12, 2024. |
(a)(2) |
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Not
applicable. |
(a)(3) |
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Not
applicable. |
(a)(4) |
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Not
applicable. |
(d) |
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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) |
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Not
applicable. |
(h) |
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Not
applicable. |
107* |
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Calculation of Filing Fees. |
*
Previously filed.
Exhibit
(a)(1)(vii)
![](https://www.sec.gov/Archives/edgar/data/1767057/000149315224002297/exa1vii_001.jpg)
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