Filing Analysis
Osprey Bitcoin Trust has dismissed Grant Thornton LLP as its independent auditor and engaged Cherry Bekaert LLP, effective June 17, 2026. The dismissal follows the disclosure of a material weakness in internal control over financial reporting related to administrator oversight.
🚩 Red Flags
- Auditor change combined with a disclosed material weakness in internal control over financial reporting.
- Material weakness regarding 'ineffective oversight of the administrator process' which required an audit adjustment to 2025 financials.
- The material weakness remains unremediated as of the most recent quarterly report (March 31, 2026).
📋 Key Facts
- Dismissal of Grant Thornton LLP (GT) effective June 16, 2026.
- Engagement of Cherry Bekaert LLP as the new independent auditor for fiscal year ending December 31, 2026.
- A material weakness in internal control over financial reporting was identified regarding ineffective oversight of the administrator process.
- The material weakness resulted in an audit adjustment to the fiscal year 2025 financial statements but did not result in material misstatements.
- As of March 31, 2026, the material weakness has not been fully remediated.
Osprey Bitcoin Trust entered into an amendment to its Trust Agreement on January 9, 2026. The amendment updates the cutoff time for cash purchase and redemption orders.
📋 Key Facts
- Amendment date: January 9, 2026
- Parties involved: Osprey Funds, LLC (Sponsor) and Delaware Trust Company
- Change: Order placement time for cash Purchase and Redemption Orders moved from 6:00 p.m. ET to 5:30 p.m. ET on the Business Day prior to the trade date.
Osprey Bitcoin Trust announced that its sponsor, Osprey Funds, LLC, is exploring strategic alternatives to maximize unitholder value. Consequently, the Trust intends to voluntarily terminate the registration of its common units under Section 12(g) of the Exchange Act.
🚩 Red Flags
- Strategic alternatives exploration often precedes liquidation, merger, or significant restructuring.
- Voluntary termination of registration suggests a move toward becoming an unregistered entity or preparing for dissolution/liquidation.
- High uncertainty regarding the future existence and liquidity of the units.
📋 Key Facts
- Date of announcement: March 5, 2024
- Sponsor (Osprey Funds, LLC) is exploring 'strategic alternatives' to maximize unitholder value.
- The Trust intends to voluntarily terminate the registration of its common units under Section 12(g).
- The filing was made via Item 7.01 (Regulation FD), meaning the information is furnished but not considered 'filed' for liability purposes.
Osprey Bitcoin Trust entered into a Second Amendment to its Trust Agreement on January 18, 2024. The amendment primarily establishes redemption procedures for the Trust's common units of fractional undivided beneficial interest.
📋 Key Facts
- Date of event: January 18, 2024
- Parties involved: Osprey Funds, LLC (Sponsor) and Delaware Trust Company
- Nature of amendment: Second Amendment to the Second Declaration of Trust and Trust Agreement
- Key change: Inclusion of redemption procedures for common units as Schedule A to the Trust Agreement
Osprey Bitcoin Trust announced a tender offer to repurchase up to 20% of its outstanding common units for cash at net asset value. The offer is scheduled to expire on February 9, 2024.
🚩 Red Flags
- The tender offer involves a significant portion of outstanding units (20%), which can impact liquidity and unit price volatility.
📋 Key Facts
- Tender offer commenced on January 11, 2024.
- Offer size: Up to 20% or 1,668,107 outstanding common units.
- Price: Net asset value (NAV) less applicable withholding taxes and fees payable to Osprey Funds, LLC.
- Expiration date: February 9, 2024, at 12:00 midnight NYC time.
- Information agent for the offer is Morrow Sodali LLC.