SecProbe.io

August 22, 2025
Gregory D. King
Chief Executive Officer
Osprey Bitcoin Trust
1241 Post Road, 2nd Floor
Fairfield, CT 06824
Re:Osprey Bitcoin Trust
Registration Statement on Form S-1
Filed August 6, 2025
File No. 333-289334
Dear Gregory D. King:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our May 28, 2025 letter.
Registration Statement on Form S-1 filed August 6, 2025
General
1.We note your disclosure on pages 7 and 31 that the Trust has chosen to opt out of
the extended transition period for complying with new or revised accounting
standards. If this is true, please mark the box on the cover to indicate this fact.
The Offering
Incidental Rights/IR Virtual Currency, page 11
2.Please reconcile your disclosure here and on pages 21 and 64 with your disclosures on
pages 46 and 86 which state that the Sponsor has committed to cause the Trust to
permanently and irrevocably abandon any Incidental Rights and IR Virtual Currency
to which the Trust may become entitled in the future.

August 22, 2025
Page 2
Risk Factors
Risk Factors Related to the Trust and the Shares
The limited ability to facilitate in-kind creations and redemptions, page 31
3.We note your response to prior comment 6 and re-issue. Please revise to identify
which of your Authorized Participants have the ability to support cash only, in-kind
only, or both types of creation and redemption activities.
Business of the Trust
Trust Expenses, page 64
4.Please reconcile your disclosures here and on page 10 that if the Trust holds any IR
Virtual Currency, the Trust may pay the Management Fee, in whole or in part, with
such IR Virtual Currency, with your disclosure on pages 58 and 91 that upon
effectiveness of the registration statement, the Management Fee will be paid in U.S.
dollars.
Creation and Redemption, page 65
5.We note your response to prior comment 7. To the extent you are using "Liquidity
Provider" interchangeably with "Bitcoin Trading Counterparty," please revise to use
one term. Alternatively, please define "Liquidity Provider" on first use.
Intraday Indicative Value, page 65
6.Please define the term “BRTI,” and revise to clarify the relevance of the BRTI
methodology.
The Trust's Service Providers
The Sponsor, page 80
7.Please revise to discuss the Sponsor's experience sponsoring exchange-traded
products and specifically its experience related to crypto asset markets.
Plan of Distribution
Selling Shareholders, page 90
8.We note your response to prior comment 10. Please revise to identify the selling
shareholders. Please refer to Item 507 of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

August 22, 2025
Page 3
            Please contact David Irving at 202-551-3321 or Jason Niethamer at 202-551-3855 if
you have questions regarding comments on the financial statements and related
matters. Please contact Lulu Cheng at 202-551-3811 or Sandra Hunter Berkheimer at 202-
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Erin E. Martin