SEC Company Response from Osprey Bitcoin Trust (OBTC) — Dec 11, 2025
Osprey Bitcoin Trust
Date: Dec. 11, 2025 · CIK: 0001767057 · Accession: 0001493152-25-027330
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-289334
Referenced dates: December 4, 2025, May 28, 2025
Letter
VIA EDGAR AS CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets Attention: David Irving, Jason Niethamer, Lulu Cheng, and Sandra Hunter Berkheimer Re: Osprey Bitcoin Trust Amendment No. 1 to Registration Statement on Form S-1 Filed October 7, 2025 File No. 333-289334
Dear Mr. Irving, Mr. Niethamer, Ms. Cheng, and Ms. Berkheimer:
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 December 4, 2025, relating to the above-referenced filing of the Trust's Registration Statement on Form S-1 (the " Registration Statement "). Concurrently herewith, the Trust is filing Amendment No. 2 to the Registration Statement.
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 Registration Statement. Unless otherwise noted, the page numbers indicated below refer to page numbers in the Registration Statement.
Amendment No. 1 to Registration Statement on Form S-1 filed October 7, 2025
The Trust's Service Providers, page 79
1. We note your response to prior comment 9 of our letter dated May 28, 2025. Please revise this section to describe the Trade Credit Lender and material terms of the Trade Financing Agreement.
In response to the Staff's comment, the Trust has revised the disclosure on page 85 through 86 to describe the Trade Credit Lender and material terms of the Trade Financing Agreement.
* * * *
If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me at +1.202.739.5729.
Very
truly yours,
/s/
Erin E. Martin
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CORRESP 1 filename1.htm 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 December 11, 2025 VIA EDGAR AS CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, D.C. 20549 Attention: David Irving, Jason Niethamer, Lulu Cheng, and Sandra Hunter Berkheimer Re: Osprey Bitcoin Trust Amendment No. 1 to Registration Statement on Form S-1 Filed October 7, 2025 File No. 333-289334 Dear Mr. Irving, Mr. Niethamer, Ms. Cheng, and Ms. Berkheimer: 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 December 4, 2025, relating to the above-referenced filing of the Trust's Registration Statement on Form S-1 (the " Registration Statement "). Concurrently herewith, the Trust is filing Amendment No. 2 to the Registration Statement. 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 Registration Statement. Unless otherwise noted, the page numbers indicated below refer to page numbers in the Registration Statement. Amendment No. 1 to Registration Statement on Form S-1 filed October 7, 2025 The Trust's Service Providers, page 79 1. We note your response to prior comment 9 of our letter dated May 28, 2025. Please revise this section to describe the Trade Credit Lender and material terms of the Trade Financing Agreement. In response to the Staff's comment, the Trust has revised the disclosure on page 85 through 86 to describe the Trade Credit Lender and material terms of the Trade Financing Agreement. * * * * If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me at +1.202.739.5729. Very truly yours, /s/ Erin E. Martin