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Morgan,
Lewis & Bockius LLP

1111
Pennsylvania Avenue, NW

Washington,
DC 20004

Tel.
+1.202.739.3000

Fax:
+1.202.739.3001

www.morganlewis.com

Erin
E. Martin

Partner

+1.202.739.5729

erin.martin@morganlewis.com

January
26, 2024

VIA
EDGAR AS CORRESPONDENCE

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Mergers & Acquisitions

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Christina Chalk and Laura McKenzie

  Re:
  Osprey Bitcoin Trust

Schedule
TO-I filed January 11, 2024

File
No. 005-94280

Dear
Ms. Chalk and Ms. McKenzie:

On
behalf of Osprey Bitcoin Trust (the “Trust”), we submit this letter in response to comments from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) contained in its letter dated January 19, 2024,
relating to the above-referenced Schedule TO, including the Offer to Purchase (the “Offer to Purchase”) attached as Exhibit
(a)(1)(A) thereto (the “Schedule TO”). Concurrently herewith, the Trust is filing Amendment No. 3 to the Schedule TO (the
“Amendment”), including an amended Offer to Purchase (the “Amended Offer to Purchase”).

For
the Staff’s convenience, the Staff’s comments have been stated below in their entirety in bold and italicized text, followed
by the corresponding responses from the Trust. Capitalized terms used but not defined in this letter have the meanings ascribed to such
terms in the Amendment and the Amended Offer to Purchase. Unless otherwise noted, the page numbers indicated below refer to page numbers
in the Amended Offer to Purchase.

Schedule
TO-I filed January 11, 2024

Summary
Term Sheet, page 3

1. On
                                            Page 3, you state that if the offer is extended “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 (1st) Business Day after the date on which the tender offer actually
                                            expires.” (emphasis added). Elsewhere (e.g., on page 6) you state such determination
                                            will be made on the third business day after the offer expires. Please explain or correct
                                            this discrepancy, subject to resolution of our comment below regarding the timing of the
                                            determination of the NAV purchase price.

In
response to the Staff’s comment, the Trust has revised the disclosure on page 3 to clarify that the NAV of the Units will be
determined at the close of business on the third (3rd) business day following the Expiration Date.

Background
and Purpose of the Offer, page 6

2. We
                                            note that the Sponsor is not making any recommendation to its investors as to whether to
                                            tender into the offer. However, you state in this section that “the Sponsor has determined
                                            that the Offer is in the best interests of investors of the Trust.” Please explain
                                            why the Sponsor is stating that the Offer is in the best interests of investors, but is not
                                            recommending it. In addition, revise here and wherever similar disclosure appears in the
                                            offer materials, to note the Sponsor’s conflict of interest, given the fees it will
                                            earn from repurchases of Units in the Offer.

In
response to the Staff’s comment, the Trust has revised the disclosure on pages i, 2 and 6 to remove the language quoted
above and better clarify the intended purpose of the Offer pursuant to the requirements of Item 6 of Schedule TO and Item 1006(a) of
Regulation M-A. Additionally, in accordance with the Staff’s request above, the Trust has included additional language on pages
i, 2, 6 and 11 noting fees the Sponsor will receive from repurchases of Units pursuant to the Offer.

Purchases
and Payment, page 9

3. You
                                            state that you “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” but
                                            that the Trust may be “unable to dispose of Bitcoin.” You further disclose: “There
                                            can be no assurances, however, that there will not be delays in the making of any of the
                                            Cash Payments provided for above.” Please disclose the existence of any alternative
                                            financing plans or arrangements in the event the Trust is not able to raise the necessary
                                            funds to pay the offer consideration as contemplated. If there are none, so state. See General
                                            Instruction E to Schedule TO, Item 7 of Schedule TO, and Item 1007(b) of Regulation M-A.
                                            In addition, please reconcile the language above with your statements elsewhere in the Offer
                                            to Purchase that you will pay promptly for tendered Units, consistent with your obligation
                                            under Rule 14e-1(a). Finally, in your response letter, provide an analysis as to why commencing
                                            a tender offer without being able to ensure the bidder’s ability to pay for tendered
                                            securities and without a financing condition is consistent with Rule 14e-8(c).

In
response to the Staff’s comment, the Trust has revised the disclosure on pages 3 and 10 to highlight that no alternative financing
plans or arrangements are currently contemplated in the event the Trust is unable to dispose of Bitcoin to obtain cash in the aggregate
amount necessary to pay the Purchase Price for Units acquired pursuant to the Offer. Additionally, in order to avoid any illusory offer
concerns under Regulation 14E or otherwise contravene the guidance articulated in Tender Offer Rules and Schedules Compliance and Disclosure
Interpretations Question 101.02, the Trust has included additional disclosure on pages 3, 4, 10 and 11 to more clearly convey
that all enumerated conditions to the Offer, including the Trust’s ability to sell Bitcoin, are objective and outside the control
of the Trust. Consistent with its obligation under Rule 14e-8(c), the Trust reasonably believes it will have the means to dispose of
Bitcoin to obtain the cash amount necessary to purchase the maximum number of Units that may be tendered in the Offer. However, as described
on the revised pages noted above, there remain certain market conditions related to Bitcoin sales that, although unlikely and although
outside of the Trust’s control, might, in the Sponsor’s reasonable judgment, result in delays in the Trust’s ability
to dispose of Bitcoin and, consequently, delays in payment to tendering investors in spite of the Trust’s reasonable and diligent
effort to otherwise comply with its prompt payment obligations under Rule 14e-1 as stated on page 10.

Certain
Conditions of the Offer, page 10

4. Refer
                                            to page 11, where you state that the Sponsor may terminate the Offer if it “determines
                                            in good faith that effecting any [purchase of tendered Units] would constitute a breach of
                                            its fiduciary duty owned to the Trust or unitholders.” Please expand to explain what
                                            fiduciary duties could be implicated by purchase of tendered Units and under what circumstances.

In
response to the Staff’s comment, the Trust has revised the disclosure on pages 4 and 11 to expand on the fiduciary duties
that could be implicated by purchase of tendered Units, and to specify that such condition to the Offer may be implicated only after
legal counsel has concluded that failure to terminate the Offer would breach such fiduciary duties.

5. Refer
                                            again to the disclosure on page 11, where you state that the Sponsor may terminate the Offer
                                            if it “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.” Since the number of Units being sought in the Offer is a known quantity,
                                            revise to clarify whether this condition would be “triggered” if the Offer is
                                            fully subscribed or if it could be triggered at a lesser tender threshold. We may have further
                                            comments.

In
response to the Staff’s comment, the Trust has revised the disclosure on pages 4, 6 and 11 to remove the above-referenced
condition to the Offer.

6. In
                                            the first paragraph on page 11, you state that the Trust may terminate the Offer if the Sponsor
                                            determines that 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...” Revise
                                            to quantify the “adverse effect” that would implicate this Offer condition.

The
Trust respectfully advises the Staff that it is unable, with any reasonable degree of certainty, to quantify what would constitute an
adverse effect on the NAV of the Trust because any such analysis is heavily based on the facts and circumstances of the event or occurrence,
such as variable market conditions. As such, the Trust does not believe that it can quantify this Offer condition, as it may inappropriately
limit the Trust’s ability to address the particular circumstances of an event or occurrence that, after engaging in both a quantitative
and qualitative analysis, would require the Trust to terminate the Offer if it were in the best interests of the Trust and its non-tendering
unitholders. However, the Trust has revised the disclosure on pages 3 and 11 to clarify that the triggering condition would only
be implicated in the event that the Sponsor, in its reasonable judgment, determines that for reasons outside of the Sponsor’s and/or
the Trust’s control (including as a result of either party’s deliberate action or inaction), completion of the Offer would
have a material adverse effect on the NAV of the Trust to the detriment of non-tendering unitholders and thus be impractical or
inadvisable. See also our response above to comment no. 3.

Certain
Information About the Trust, page 11

7. Please
                                            include the range of high and low closing prices for the current quarter, through a recent
                                            date as of filing, in the table on page 12.

In
response to the Staff’s comment, the Trust has revised the tabular disclosure on page 12 to include the range of high and low
closing prices for the current quarter through a recent date as of the filing of the Amendment.

8. We
                                            note the following disclosure in the last paragraph on page 12: “The Sponsor currently
                                            contemplates, but has not definitively determined, to cause the Trust on or after the eleventh
                                            (11th) Business Day after the Expiration Date to negotiate an agreement or agreement(s) to
                                            repurchase Units held by its affiliates under similar terms as of the Offer.” Provide
                                            additional details about these contemplated purchases from affiliates, including by identifying
                                            the affiliates involved and the percentage of Units that may be repurchased. In this regard,
                                            it appears from the table on page 13 that the only affiliate who owns over 1% of these Units
                                            is the Sponsor, Gregory King. If the Sponsor’s Units may be repurchased, this information
                                            must be highlighted. Please analyze how such arrangements or agreements as currently contemplated
                                            and described in the offer materials would be consistent with Rule 14e-5.

In
response to the Staff’s comment, the Trust has revised this language on page 12 to provide detail regarding a potential
arrangement to repurchase Units held by Anax Trading, LLC, an affiliate of the Sponsor, after at least ten (10) business days
following the Expiration Date, in kind or in cash. Given that, in compliance with Rule 13e-4(f)(6), this potential repurchase,
which the Trust reiterates has not yet been confirmed or determined, would occur only after the waiting period otherwise restricting
the Trust from repurchasing Units outside of the Offer until after ten (10) business days post-Expiration Date, the Trust
respectfully asserts that it believes this potential transaction does not contravene Rule 14e-5, as no agreement to repurchase
outside the Offer will be entered into or arranged during the term of the Offer.

Further,
the Trust hereby confirms for the Staff that the Sponsor does not directly hold Units in the Trust and does not intend to participate
in the Offer, as also previously stated on pages 7 and 11.

9. See
                                            our last comment above and the following disclosure on page 12 of the Offer to Purchase:
                                            “The Sponsor believes that a single, or a series of, private transactions to repurchase
                                            Units held by affiliates would be in the best interests of the Trust to mitigate against
                                            the possibility that the Offer will be oversubscribed and subject to proration.” Please
                                            explain why, rather than arranging for separate purchases after the Offer, the Sponsor did
                                            not elect to simply increase the size of the Offer.

The
Trust respectfully advises the Staff that when structuring the Offer and determining the maximum number of Units it would accept for
repurchase, the Trust considered the potential impact of its affiliates’ participation in the Offer on other tendering and non-tendering
unitholders given such affiliates’ substantial stake in the Trust. In assessing the potential effects of affiliate participation,
and ultimately, in order to minimize the risk that affiliate participation in the Offer might negatively affect the Trust’s NAV
and, thus, the Purchase Price for non-affiliate tendering unitholders, the Trust and its affiliat