SecProbe.io

CORRESP
 1
 filename1.htm

 Osprey
Bitcoin Trust

 777
Brickell Avenue, Suite 500

 Miami,
FL 33131

 December
16, 2025

 VIA
EDGAR

 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

 Registration Statement
 on Form S-1

 File No. 333-289334

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, Osprey Bitcoin Trust (the "Trust") respectfully requests
that the effective date of the Trust's Registration Statement on Form S-1 (File No. 333-289334) (as amended, the "Registration
Statement") be accelerated so that it will be declared effective at 5:15 p.m. Eastern Time on December 18, 2025, or as soon thereafter
as is practicable.

 Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Morgan, Lewis and Bockius,
LLP, by calling Erin E. Martin at +1.202.739.5729.

 Very
 truly yours,

 Osprey Bitcoin Trust

 By:

 /s/ Gregory D. King

 Name:
 Gregory D. King

 Title:
 Chief Executive Officer

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

December 4, 2025
Gregory D. King
Chief Executive Officer
Osprey Bitcoin Trust
1241 Post Road, 2nd Floor
Fairfield, CT 06824
Re:Osprey Bitcoin Trust
Amendment No. 1 to Registration Statement on Form S-1
Filed October 7, 2025
File No. 333-289334
Dear Gregory D. King:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe our 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.
Amendment No. 1 to Registration Statement on Form S-1
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.

December 4, 2025
Page 2
            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

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

October
6, 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

Registration
Statement on Form S-1

Filed
August 6, 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 United States Securities and Exchange Commission (the “Commission”) contained in its letter dated August 22,
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. 1 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 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.

In
response to the Staff’s comment, the Trust has revised the disclosure on the Cover Page to indicate that the Trust has chosen to
opt out of the extended transition period for complying with new or revised accounting standards.

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.

In
response to the Staff’s comment, the Trust has revised the disclosure on pages 11, 46, 64, and 88 to reconcile the prior disclosure.

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.

In
response to the Staff’s comment, the Trust respectively advises the Staff that it has revised to remove the risk factor identified
from the Registration Statement in light of recent regulatory activity. The Registration Statement continues to include risk factor disclosure
that discusses the risks associated with facilitating both cash and in-kind creation and redemption activities. At this time, the Trust
has not yet identified Authorized Participants for the offering, however, it advises the Staff that it will disclose the Authorized Participants
that have the ability to support cash only, in-kind only, or both types of creation and redemption activities, as applicable, upon identification
of such Authorized Participants.

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.

In
response to the Staff’s comment, the Trust revised the disclosure on pages 10 and 64 to clarify that 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.

In
response to the Staff’s comment, the Trust has revised the disclosure on page 65.

Intraday
Indicative Value, page 65

6. Please
                                            define the term “BRTI,” and revise to clarify the relevance of the BRTI methodology.

In
response to the Staff’s comment, the Trust defined the term “BRTI” in the Glossary, on page 96 and revised the disclosure
on page 65 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.

In
response to the Staff’s comment, the Trust has revised the disclosure on page 79 to discuss the Sponsor’s 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.

In
response to the Staff’s comment, the Trust has revised the disclosure on page 92 to identify the selling shareholders.

*
* * *

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

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

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

August
6, 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

    Draft
                                            Registration Statement on Form S-1

    Submitted
                                            May 14, 2025

    CIK
                                            No. 0001767057

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 United States Securities and Exchange Commission (the “Commission”) contained in its letter dated May 28, 2025,
relating to the above-referenced submission of the Trust’s Draft Registration Statement on Form S-1 confidentially submitted on
May 14, 2025. Concurrently herewith, the Trust is publicly filing its Registration Statement on Form S-1 (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 Draft Registration Statement on Form S-1 submitted May 14, 2025

The
Offering

Trust
Expenses, page 10

1. Please
                                            revise to clarify who will be the responsible party for fees and expenses relating to the
                                            listing exchange. In this regard, we note that in this section and on page F-9 you include
                                            “Exchange listing fees” in the list of “Assumed Expenses,” but classify
                                            “fees and expenses related to public quotation on the Listing Exchange” and “fees
                                            and expenses related to public quotation on OTCQX” as “Extraordinary Expenses.”

In
response to the Staff’s comment, the Trust has revised the disclosure on page 10 to clarify that the Sponsor will be the responsible
party for fees and expenses relating to the listing exchange. The Trust also revised the disclosure on page 10 to clarify that “Exchange
listing fees” are in the list of “Assumed expenses.

Risk
Factors

Risk
Factors Related to the Digital Asset Markets

Competition
from other exchange-traded Bitcoin products, page 28

2. We
                                            note your response to prior comment 8 and re-issue in part. Please update your risk factor
                                            to discuss whether the timing of the Trust’s entry into the market may have an impact
                                            on its performance.

In
response to the Staff’s comment, the Trust has revised the disclosure on page 28.

Business
of the Trust

Historical
Digital Asset Holdings and Bitcoin Prices, page 59

3. We
                                            note your response to prior comment 14 and re-issue in part. In light of your revised disclosure
                                            that the investment objective of the Trust is for the Shares to reflect the performance of
                                            Bitcoin as measured by reference to the Lukka Prime Bitcoin Reference Rate, please revise
                                            the chart to present Lukka Prime Bitcoin Reference Rate data for comparability.

In
response to the Staff’s comment, the Trust advises the Staff that the Trust’s revised investment objective is for the Shares
to reflect the performance of Bitcoin as measured by reference to the CME CF Bitcoin Reference Rate – New York Variant (the “Index”).
The Trust has revised the chart on page 59 to present data for the Index.

The
Index, page 60

4. We
                                            note your revised disclosure in response to comment 15 that the Trust measures the performance
                                            of Bitcoin by reference to the Lukka Prime Bitcoin Reference Rate. As we are unable to locate
                                            information about an index with this name, please direct us to publicly available information
                                            about this index or please revise to correct the name of the index as applicable.

In
response to the Staff’s comment, the Trust advises the Staff that the Trust has determined that it will not measure the performance
of Bitcoin by reference to the Lukka Prime Bitcoin Reference Rate, but rather intends to transition to the CME CF Bitcoin Reference Rate
– New York Variant upon effectiveness of the registration statement. The Trust has revised the disclosure on pages 60 through
62 and throughout the registration statement to reflect that the Trust measures the performance of Bitcoin by reference to the Index.

5. We
                                            note your response to prior comment 11 and re-issue in part. Please revise to:

 ● Reconcile
                                            the list of Index Pricing Sources here with the list on page 9;

 ● Provide
                                            tabular disclosure of market share and volume information for each Index Pricing Source;

 ● Describe
                                            in greater detail the “proprietary ratings criteria” the Index Provider uses
                                            to evaluate each trading platform, and the frequency of the Index Provider’s periodic
                                            reassessments of and adjustments to the trading platforms;

 ● Describe
                                            the composition of the Index Provider’s PIOB, and how frequently the PIOB reviews market
                                            data;

 ● Reconcile
                                            usage of the terms “Benchmark Pricing Source” and “Benchmark Provider;”
                                            and

 ● Describe
                                            in greater detail the five-step weighting process used by the Index Provider.

In
response to the Staff’s comment, the Trust advises the Staff that the Trust has revised the disclosure on pages 60 through
62.

Creation
and Redemption, page 66

6. We
                                            note your disclosure that only certain Authorized Participants can place orders to receive
                                            or redeem Baskets in exchange for Bitcoin. Please disclose whether any of your Authorized
                                            Participants are able to support in-kind creation and redemption activity.

In
response to the Staff’s comment, the Trust advises the Staff that the Trust’s Authorized Participants will not conduct in-kind
creation and redemption activity until the Exchange receives the necessary regulatory approval to permit the Trust to create and redeem
Shares in-kind for bitcoin.

7. We
                                            note your response to prior comment 12 and re-issue in part. Please revise to:

 ● Describe
                                            the approval process and specific criteria for engagement as a Bitcoin Trading Counterparty;
                                            and

 ● Disclose
                                            how the Trust will inform Shareholders whether and when it has engaged additional Bitcoin
                                            Trading Counterparties.

In
response to the Staff’s comment, the Trust has revised the disclosure on pages 65 through 66.

Issuance
of Baskets – Transaction Fees, page 66

8. Please
                                            revise to disclose whether transaction fees are payable in cash and/or Bitcoin. If the fees
                                            are payable in Bitcoin, please describe the mechanics for valuing and determining the amount
                                            in Bitcoin, and for remitting in-kind payments to the Trust.

In
response to the Staff’s comment, the Trust has revised the disclosure on page 66.

Issuance
of Baskets – Cash Creations, page 67

9. Please
                                            revise to describe the material terms of the Trade Financing Agreement, and file that agreement
                                            as a material contract or explain why you are not required to do so.

In
response to the Staff’s comment, the Trust advises the Staff that the Trust will disclose the material terms of the Trade Financing
Agreement and provide that agreement to the Staff when it is available.

Plan
of Distribution

Selling
Shareholders, page 91

10. We
                                            note your response to prior comment 4. Please advise whether the selling shareholders are
                                            broker-dealers or affiliates of broker-dealers. Be advised that a selling shareholder registered
                                            as a broker-dealer who did not receive their Shares as compensation for investment banking
                                            or similar services should be identified as an underwriter. If a selling shareholder is an
                                            affiliate of a broker-dealer, disclose whether at the time of the purchase of the Shares
                                            to be resold, the selling shareholder purchased in the ordinary course of business and had
                                            any agreements or understandings, directly or indirectly, with any person to distribute the
                                            securities. If you are not able to so represent, please identify the selling shareholders
                                            as underwriters.

In
response to the Staff’s comment, the Trust respectfully advises the Staff that the selling shareholders are neither broker-dealers
nor affiliates of broker-dealers.

*
* * *

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

May 28, 2025
Gregory D. King
Chief Executive Officer
Osprey Bitcoin Trust
1241 Post Road, 2nd Floor
Fairfield, CT 06824
Re:Osprey Bitcoin Trust
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted May 14, 2025
CIK No. 0001767057
Dear Gregory D. King:
            We have reviewed your amended 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 March 13, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
The Offering
Trust Expenses, page 10
1.Please revise to clarify who will be the responsible party for fees and expenses
relating to the listing exchange. In this regard, we note that in this section and on page
F-9 you include "Exchange listing fees" in the list of "Assumed Expenses," but
classify "fees and expenses related to public quotation on the Listing Exchange" and
"fees and expenses related to public quotation on OTCQX" as "Extraordinary
Expenses."

May 28, 2025
Page 2
Risk Factors
Risk Factors Related to the Digital Asset Markets
Competition from other exchange-traded Bitcoin products, page 28
2.We note your response to prior comment 8 and re-issue in part. Please update your
risk factor to discuss whether the timing of the Trust’s entry into the market may have
an impact on its performance.
Business of the Trust
Historical Digital Asset Holdings and Bitcoin Prices, page 59
3.We note your response to prior comment 14 and re-issue in part. In light of your
revised disclosure that the investment objective of the Trust is for the Shares to reflect
the performance of Bitcoin as measured by reference to the Lukka Prime Bitcoin
Reference Rate, please revise the chart to present Lukka Prime Bitcoin Reference
Rate data for comparability.
The Index, page 60
4.We note your revised disclosure in response to comment 15 that the Trust measures
the performance of Bitcoin by reference to the Lukka Prime Bitcoin Reference Rate.
As we are unable to locate information about an index with this name, please direct us
to publicly available information about this index or please revise to correct the name
of the index as applicable.
5.We note your response to prior comment 11 and re-issue in part. Please revise to:
•Reconcile the list of Index Pricing Sources here with the list on page 9;
•Provide tabular disclosure of market share and volume information for each Index
Pricing Source;
•Describe in greater detail the "proprietary ratings criteria" the Index Provider uses
to evaluate each trading platform, and the frequency of the Index Provider's
periodic reassessments of and adjustments to the trading platforms;
•Describe the composition of the Index Provider's PIOB, and how frequently the
PIOB reviews market data;
•Reconcile usage of the terms "Benchmark Pricing Source" and "Benchmark
Provider;" and
•Describe in greater detail the five-step weighting process used by the Index
Provider.
Creation and Redemption, page 66
6.We note your disclosure that only certain Authorized Participants can place orders to
receive or redeem Baskets in exchange for Bitcoin. Please disclose whether any of
your Authorized Participants are able to support in-kind creation and redemption
activity.
We note your response to prior comment 12 and re-issue in part. Please revise to:
•Describe the approval process and specific criteria for engagement as a Bitcoin
Trading Counterparty; and7.

May 28, 2025
Page 3
•Disclose how the Trust will inform Shareholders whether and when it has
engaged additional Bitcoin Trading Counterparties.
Issuance of Baskets - Transaction Fees, page 66
8.Please revise to disclose whether transaction fees are payable in cash and/or Bitcoin.
If the fees are payable in Bitcoin, please describe the mechanics for valuing and
determining the amount in Bitcoin, and for remitting in-kind payments to the Trust.
Issuance of Baskets - Cash Creations, page 67
9.Please revise to describe the material terms of the Trade Financing Agreement, and
file that agreement as a material contract or explain why you are not required to do so.
Plan of Distribution
Selling Shareholders, page 91
10.We note your response to prior comment 4. Please advise whether the selling
shareholders are broker-dealers or affiliates of broker-dealers. Be advised that a
selling shareholder registered as a broker-dealer who did not receive their Shares as
compensation for investment banking or similar services should be identified as
an underwriter. If a selling shareholder is an affiliate of a broker-dealer, disclose
whether at the time of the purchase of the Shares to be resold, the selling
shareholder purchased in the ordinary course of business and had any agreements or
understandings, directly or indirectly, with any person to distribute the securities. If
you are not able to so represent, please identify the selling shareholders as
underwriters.
            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

March 13, 2025
Gregory D. King
Chief Executive Officer
Osprey Bitcoin Trust
1241 Post Road, 2nd Floor
Fairfield, CT 06824
Re:Osprey Bitcoin Trust
Draft Registration Statement on Form S-1
Submitted February 14, 2025
CIK No. 0001767057
Dear Gregory D. King:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted February 14, 2025
General
1.Please tell us the status of the Exchange’s notice of filing of proposed rule change
under Exchange Act Rule 19b-4. Please be advised that we may have additional
comments once the 19b-4 application is filed.
2.To the extent that you intend to use a fact sheet, please provide us with a copy for our
review.
3.Please revise to disclose whether and to what extent the Trust, Sponsor, Prime
Execution Agent, Liquidity Providers or any other entity is permitted to loan,
pledge or rehypothecate any of the Trust’s assets.

March 13, 2025
Page 2
Cover Page
4.Please identify the initial Authorized Participant here. Please also identify the initial
purchaser that will be acting as an underwriter.
Prospectus Summary, page 3
5.Please disclose here that the amount of Bitcoin represented by each Share will decline
over time as you pay the Management Fee and other expenses.
Voting Rights, page 12
6.Please reconcile your statement here that Shareholders have no voting rights with your
disclosure in the last risk factor on page 39 and under Voting and Approvals on page
67 that Shareholders have limited voting rights.
Risk Factors
The trading prices of many digital assets, including Bitcoin, page 15
7.Please address the risks of speculation in the digital asset markets, including the risk
that the perception of a more favorable regulatory environment may result in
increased speculative activity.
Competition from the emergence or growth of other digital assets, page 29
8.Refer to the fourth paragraph. Please discuss the risks of competing exchange-traded
Bitcoin products in a separate risk factor. Also describe the specific competitive
forces affecting this product, including whether the timing of the Trust’s entry on the
market may have an impact on its performance. In addition, please update this
discussion to reflect the approval and listing of a number of spot exchange-traded
crypto asset products since January 2024.
Overview of the Bitcoin Industry, page 55
9.Please discuss the spot and futures markets for Bitcoin and regulation of Bitcoin
futures.
Limits on Bitcoin Supply, page 57
10.To the extent current information is available, please update the number of Bitcoins
outstanding, recent halving, and recent forks in the Bitcoin network. Similarly update
the information on page 79 about the amount and composition of the Custodian’s
holdings.
Business of the Trust, page 60
Please describe the CMBI Bitcoin Index methodology, including:
•Identify and provide tabular disclosure of market share and volume information
for each constituent trading platform comprising the Index used to calculate the
Index Price;  
•How the identified constituent trading platforms are selected and how the Index
Price is calculated;  11.

March 13, 2025
Page 3
•Whether there have been changes to the constituent trading platforms comprising
the Index and, if so, the reasons for those changes;
•The extent to which the Sponsor has discretion to select a different index;
•The composition and operation of any oversight committee; and  
•Whether and, if so, how the Sponsor will notify investors of changes to the
constituent trading platforms used to calculate the Index.
12.Please add a subsection describing the mechanics of the creation and redemption
process. With respect to the Bitcoin Trading Counterparties and Prime Execution
Agent, disclose the following:
•Identify, when known, the Bitcoin Trading Counterparties or Prime Execution
Agent. Clarify whether and to what extent any of the Bitcoin Trading
Counterparties or Prime Execution Agent are affiliated with or have any material
relationships with any of the Authorized Participants.
•Describe the approval process for and specific criteria for engagement as a
Bitcoin Trading Counterparty, such as whether the Bitcoin Trading Counterparty
may be an affiliate of the Trust or Sponsor.
•Disclose, when known, the material terms of any agreement you have entered
into, or will enter into, with a Bitcoin Trading Counterparty or Prime Execution
Agent, including whether and to what extent there will be any contractual
obligations on the part of the Bitcoin Trading Counterparty or Prime Execution
Agent to participate in cash orders for creations or redemptions.
•Disclose how the Trust will inform Shareholders that it has engaged additional
Bitcoin Trading Counterparties.
13.Please describe the circumstances in which the Sponsor would suspend redemption
orders and disclose whether and how Shareholders will be notified if the Trust has
suspended creations and redemptions.
Historical Digital Asset Holdings and Bitcoin Prices, page 62
14.Please clarify, if accurate, that the Bitcoin Market Price depicted in the chart is
determined by you in accordance with ASC 820. Also present in the chart CMBI
Bitcoin Index data for comparability and update the chart to the extent current
information is available.
Valuation of Bitcoin and Determination of NAV, page 63
15.You state the investment objective of the Trust is for the Shares to reflect the
performance of Bitcoin as measured by reference to the CMBI Bitcoin Index. Please
discuss how the Index is used in the valuation of Bitcoin and determination of NAV.
In this regard, reconcile your disclosure that the value of Bitcoin held by the Trust is
determined in accordance with ASC 820 with disclosure elsewhere that the Index
Price is used to calculate the value of the Trust’s Bitcoin.

March 13, 2025
Page 4
16.Please disclose what policies or procedures you have in place if the Index becomes
unavailable or if the Sponsor determines that the Index does not reflect an accurate
Bitcoin price.
The Trust's Service Providers
The Trust Administrator's Role, page 79
17.Please describe the AML, KYC, OFAC, and any other procedures conducted by the
Trust Administrator or other service providers to determine whether the counterparty
in a transaction is not a sanctioned entity. To the extent material, add a risk factor
describing the risk of a potential transaction with a sanctioned entity and the impact if
such a transaction were to occur.
            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 J. Nolan McWilliams at 202-551-3217 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

CORRESP
1
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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

United States securities and exchange commission logo
January 19, 2024
Gregory D. King
Chief Executive Officer
Osprey Bitcoin Trust
1241 Post Road, 2nd Floor
Fairfield, CT 06824
Re:Osprey Bitcoin Trust
Schedule TO-I filed January 11, 2024
File No. 005-94280
Dear Gregory D. King:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
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.
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

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 January 19, 2024 Page 2
 FirstName LastNameGregory D. King
Osprey Bitcoin Trust
January 19, 2024
Page 2
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.
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).
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.
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.
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.
Certain Information About the Trust, page 11

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 January 19, 2024 Page 3
 FirstName LastNameGregory D. King
Osprey Bitcoin Trust
January 19, 2024
Page 3
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.
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.
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.
General
10.You state throughout the Offer to Purchase that the offer is for “up to 20% or 1,668,107
outstanding units.” We understand that 1,668,107 represents the number of units equal
to 20% of the Trust's issued and outstanding units as of the date of filing, based on the
number of issued and outstanding units disclosed on page 13. Please clarify how the Trust
will determine the amount of securities purchased pursuant to the offer if, as of expiration,
20% of units issues and outstanding does not equal 1,668,107 units.
11.Item 4 of Schedule TO and Item 1004(a)(1)(ii) of Regulation M-A require the offer to
purchase to set forth the “amount of consideration offered.” You define the purchase price
as equal to the Units’ “net asset value . . . less applicable fees payable to the Sponsor . . .
as of the close of business on February 14, 2024.”  As such, in the Offer as currently
structured, the purchase price will not be determined until after the expiration date of the
Offer and includes a deduction of an unspecified amount with respect to certain fees. This
structure does not comply with Item 4 of Schedule TO, Item 1004(a)(1)(ii) of Regulation
M-A and Rule 14e-1(b) relating to changes in the Offer consideration. Please revise.
12.Please provide a brief statement of the accounting treatment of the offer, or advise in
your response letter why you do not believe it is material in the context of this offer. See
General Instruction E to Schedule TO, Item 4 of Schedule TO, and Item 1004(a)(1)(xi) of
Regulation M-A.
13.See our comments above.  In multiple places in the offer materials, you state that

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 January 19, 2024 Page 4
 FirstName LastName
Gregory D. King
Osprey Bitcoin Trust
January 19, 2024
Page 4
“although the Offer expires on February 9, 2024, tendering investors remain investors in
the Trust until February 14, 2024, when the NAV of their Units is calculated.”  If the
Offer expires on February 9, 2024, the Trust has until 9:00 a.m. on the next business day
to accept tendered Units, at which time, those Units can no longer be withdrawn.
Therefore, it does not appear that tendering investors would remain investors in the Trust
until February 14, 2024.  Please revise or advise.
14.It appears that the Sponsor is responsible for the day-to-day administration of the affairs
of the Trust, and will control the terms of the Offer, such as whether to waive or assert
Offer conditions.  Please advise why, under these facts, the Sponsor should not be
included as a bidder in the Offer.
15.Refer to General Instruction C to Schedule TO.  Provide the information called for by that
Instruction as to the entities or persons controlling the Trust.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk at 202-551-3263 or Laura McKenzie at
202-551-4568.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
October 13, 2022
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 10-12G
Filed July 8, 2021
File No. 000-56307
Dear Gregory D. King:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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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

    David A. Sirignano

    Partner

    +1.202.739.5420

    david.sirignano@morganlewis.com

September 21, 2022

VIA EDGAR AS CORRESPONDENCE

David Lin, Esq.

Staff Attorney

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:	Osprey Bitcoin Trust

       Amendment No. 4 to Registration Statement on Form 10-12G

       Filed August 18, 2022

       File No. 000-56307

Dear Mr. Lin:

On behalf of Osprey Bitcoin Trust,
a Delaware statutory trust (the “Trust”), we are responding to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) contained in its letter dated September 7, 2022 (the “Comment
Letter”), relating to the above-referenced filing of the Trust’s Registration Statement on Form 10-12G (the “Form
10-12G”). The Trust is also filing concurrently herewith Amendment No. 5 to the Form 10-12G (“Amendment No. 5”)
with this response letter.

Set forth below are the Trust’s
responses to the Staff’s comments. The responses set forth below are based upon information provided by the Trust. For the convenience
of the Staff, the responses contained herein utilize the numbering of the comments and the headings used in the Comment Letter. References
to page numbers in the responses below are to the applicable pages of Exhibit 99.1 to Amendment No. 5 (the “Information Statement”).
Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 5 and the Information Statement.

    Morgan, Lewis & Bockius LLP

    1111 Pennsylvania Avenue, NW

    Washington, DC 20004

    Tel. +1.202.739.3000

    Fax: +1.202.739.3001

    www.morganlewis.com

    David A. Sirignano

    Partner

    +1.202.739.5420

    david.sirignano@morganlewis.com

Amendment No. 4 to Registration
Statement on Form 10-12G

Risk Factors, page 6

 1. Please include a separately captioned risk factor addressing the risk that substantial
sales or dispositions by a large Unitholder could negatively impact the price of your Units in the secondary market. Include a discussion
of whether Celsius Network Ltd. sold or disposed of a substantial number of your Units this year and any negative impact on the price
of your Units in the secondary market. We note that in your amended Form 10 filed June 10, 2022 you listed Celsius Network Ltd. as beneficially
owning 35.16% of your Units, but you do not list Celsius Network Ltd. as a principal Unitholder in the most recent amendment. If you believe
that Unitholders will not be subject to such risk or that sales or dispositions by Celsius Network Ltd. did not have a negative impact
on the price of your Units, please explain in your response letter.

Response: We have
added a new risk factor as requested. Please see the revision on page 19 of the Information Statement. Additionally, the Units held by
Celsius Network Ltd. (“Celsius”) have been removed from the transfer agent’s books to a nominee account and we no longer
have visibility on its current ownership. We have reached out to Celsius on the current ownership, but have not received the requested
information.

Because the holding period under
Rule 144 and the lack of an ongoing redemption program for Unitholders..., page 19

 2. We note your revised disclosure on pages 19 and 66 in response to comment 4. Please expand your added
risk factor on page 19 to describe the effect on investors who purchase Units in the secondary market that
are trading at a substantial premium over or a substantial discount to the NAV per Unit, discussing, for example, the impact on investors
if, after they purchase Units, the premium decreases or discount increases. Also state, if true, that at times when the Units trade at
a substantial premium to the NAV per Unit, investors who purchase Units on OTCQX may pay substantially more for their Units than investors
who purchase Units in the private placements.

Response: We have
revised the risk factor disclosure as requested. Please see the revision on pages 18-19 of the Information Statement.

David Lin, Esq.

September 21, 2022

Page 3

The lack of full insurance and Unitholders’ limited rights of
legal recourse…, page 23

 3. We note your revised disclosure in response to comment 6 and partially reissue the comment. As previously
requested, please further revise this risk factor to discuss the fact that, as indicated on page 80, the Custodian's insurance is solely
for the benefit of the Custodian and does not guarantee or insure the Trust in any way.

Response: We have
revised the risk factor disclosure as requested. Please see the revision on page 22 of the Information Statement.

Unitholders are bound by the fee-shifting provision contained in the
subscription agreement, which may discourage actions against us, page 25

 4.	 We note your response to comment 7. Please revise your disclosure to clarify whether the Trust itself
would be able to recover pursuant to the fee-shifting provision. You refer in your response letter to “claims involving the Trust,
its Sponsor and officers....” While the risk factor refers to you "including [y]our Sponsor and its officers" seeking
to enforce the provision, it does not specifically refer to the Trust seeking to enforce the provision.

Response: We have
revised the risk factor disclosure as requested. Please see the revision on page 24 of the Information Statement.

The Custodian, page 61

 5. We note your revised disclosure in response to comment 10. While your revised disclosure states that Coinbase Custody was chartered
in October of 2018, it remains unclear what specific experience it has with respect to acting as a Bitcoin custodian. Please specifically
discuss the experience of Coinbase Custody with respect to acting as a Bitcoin custodian.

Response: We have
revised the Information Statement as requested. Please see the revision on page 59 of the Information Statement.

Description of Issuance of Units, page 70

 6. We note your revised disclosure in response to comment 13 including your disclosure on page 70 that “[i]f and when the Trust
has an active offering of Units and the Trust determines an announcement of a halting of subscription agreement offerings is necessary,
it will post such information on its website ...” Please revise to disclose the reasons why the Trust may determine that an announcement
of a halting of subscription agreement offerings would be necessary.

David Lin, Esq.

September 21, 2022

Page 4

Response: We have
revised the Information Statement as requested. Please see the revision on page 68 of the Information Statement.

Standard of Care; Limitations of Liability, page 80

 7. We note that in response to comment 15, your revised disclosure states,
among others, that “[t]he Custodial Services Agreement states that the Custodian’s maximum liability for each cold storage
wallet shall be limited to $100,000,000. Our internal practice is to maintain a value limit of $75,000,000 within each cold storage wallet.
We will engage the Custodian for the creation of an additional cold storage wallet once the value exceeds the Custodian recommended limit
of deposited Bitcoin in each cold storage wallet of $80,000,000.” Please further revise to explain how you monitor the value of
Bitcoin deposited in cold storage wallets for whether such value limits have been met. In addition, provide explanatory disclosure reconciling
the fact that although you have an "internal practice" of maintaining a value limit of $75,000,000 within each cold storage
wallet, you will not engage the Custodian for the creation of an additional cold storage wallet until the value in each cold storage wallet
exceeds $80,000,000.

Response: We have
revised the Information Statement as requested. Please see the revision on page 78 of the Information Statement.

* * * * * *

	If the Staff of the SEC has any questions
or comments regarding the foregoing, please contact Erin E. Martin at (202) 739-5729 or erin.martin@morganlewis.com,
or the undersigned by telephone at (202) 739-5420 or via email at david.sirignano@morganlewis.com.

Sincerely,

David A. Sirignano

cc:      Erin E. Martin, Esq.

          Laura E. Flores,
Esq.

United States securities and exchange commission logo
September 7, 2022
Gregory D. King
Chief Executive Officer
Osprey Bitcoin Trust
1241 Post Road, 2nd Floor
Fairfield, CT 06824
Re:Osprey Bitcoin Trust
Amendment No. 4 to Registration Statement on Form 10-12G
Filed August 18, 2022
File No. 000-56307
Dear Mr. King:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.  Unless we note otherwise, our references to prior
comments are to comments in our July 13, 2022 letter.
Amendment No. 4 to Registration Statement on Form 10-12G
Risk Factors, page 6
1.Please include a separately captioned risk factor addressing the risk that substantial sales
or dispositions by a large Unitholder could negatively impact the price of your Units in the
secondary market.  Include a discussion of whether Celsius Network Ltd. sold or disposed
of a substantial number of your Units this year and any negative impact on the price of
your Units in the secondary market.  We note that in your amended Form 10 filed June 10,
2022 you listed Celsius Network Ltd. as beneficially owning 35.16% of your Units, but
you do not list Celsius Network Ltd. as a principal Unitholder in the most recent
amendment.  If you believe that Unitholders will not be subject to such risk or that sales or
dispositions by Celsius Network Ltd. did not have a negative impact on the price of your
Units, please explain in your response letter.

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 September 7, 2022 Page 2
 FirstName LastName
Gregory D. King
Osprey Bitcoin Trust
September 7, 2022
Page 2
Because the holding period under Rule 144 and the lack of an ongoing redemption program for
Unitholders..., page 19
2.We note your revised disclosure on pages 19 and 66 in response to comment 4.  Please
expand your added risk factor on page 19 to describe the effect on investors who purchase
Units in the secondary market that are trading at a substantial premium over or a
substantial discount to the NAV per Unit, discussing, for example, the impact on
investors if, after they purchase Units, the premium decreases or discount increases.  Also
state, if true, that at times when the Units trade at a substantial premium to the NAV per
Unit, investors who purchase Units on OTCQX may pay substantially more for their Units
than investors who purchase Units in the private placements.
The lack of full insurance and Unitholders' limited rights of legal recourse..., page 23
3.We note your revised disclosure in response to comment 6 and partially reissue the
comment.  As previously requested, please further revise this risk factor to discuss the fact
that, as indicated on page 80, the Custodian's insurance is solely for the benefit of the
Custodian and does not guarantee or insure the Trust in any way.
Unitholders are bound by the fee-shifting provision contained in the subscription agreement,
which may discourage actions against us, page 25
4.We note your response to comment 7.  Please revise your disclosure to clarify whether the
Trust itself would be able to recover pursuant to the fee-shifting provision.  You refer in
your response letter to "claims involving the Trust, its Sponsor and officers...."  While
the risk factor refers to you "including [y]our Sponsor and its officers" seeking to enforce
the provision, it does not specifically refer to the Trust seeking to enforce the provision.
The Custodian, page 61
5.We note your revised disclosure in response to comment 10.  While your revised
disclosure states that Coinbase Custody was chartered in October of 2018, it remains
unclear what specific experience it has with respect to acting as a Bitcoin custodian.
Please specifically discuss the experience of Coinbase Custody with respect to acting as a
Bitcoin custodian.
Description of Issuance of Units, page 70
6.We note your revised disclosure in response to comment 13 including your disclosure on
page 70 that "[i]f and when the Trust has an active offering of Units and the Trust
determines an announcement of a halting of subscription agreement offerings is necessary,
it will post such information on its website ..."  Please revise to disclose the reasons why
the Trust may determine that an announcement of a halting of subscription agreement
offerings would be necessary.

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 September 7, 2022 Page 3
 FirstName LastName
Gregory D. King
Osprey Bitcoin Trust
September 7, 2022
Page 3
Standard of Care; Limitations of Liability, page 80
7.We note that in response to comment 15, your revised disclosure states, among others, that
"[t]he Custodial Services Agreement states that the Custodian’s maximum liability for
each cold storage wallet shall be limited to $100,000,000. Our internal practice is to
maintain a value limit of $75,000,000 within each cold storage wallet. We will engage the
Custodian for the creation of an additional cold storage wallet once the value exceeds the
Custodian recommended limit of deposited Bitcoin in each cold storage wallet of
$80,000,000."  Please further revise to explain how you monitor the value of Bitcoin
deposited in cold storage wallets for whether such value limits have been met.  In
addition, provide explanatory disclosure reconciling the fact that although you have an
"internal practice" of maintaining a value limit of $75,000,000 within each cold storage
wallet, you will not engage the Custodian for the creation of an additional cold storage
wallet until the value in each cold storage wallet exceeds $80,000,000.
            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.
            You may contact Michael Volley at 202-551-3437 or Amit Pande at 202-551-3423 if
you  have questions regarding comments on the financial statements and related matters. Please
contact David Lin at 202-551-3552 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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

    David A. Sirignano

        Partner

        +1.202.739.5420

        david.sirignano@morganlewis.com

August 18, 2022

VIA EDGAR AS CORRESPONDENCE

David Lin, Esq.

Staff Attorney

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Osprey Bitcoin Trust

    Amendment No. 3 to Registration Statement on Form 10-12G

    Filed June 10, 2022

    File No. 000-56307

Dear Mr. Lin:

On behalf of Osprey Bitcoin
Trust, a Delaware statutory trust (the “Trust”), we are responding to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) contained in its letter dated July 13, 2022 (the
“Comment Letter”), relating to the above-referenced filing of the Trust’s Registration Statement on Form
10-12G (the “Form 10-12G”). The Trust is also filing concurrently herewith Amendment No. 4 to the Form 10-12G
(“Amendment No. 4”) with this response letter.

Set forth below are the
Trust’s responses to the Staff’s comments. The responses set forth below are based upon information provided by the
Trust. For the convenience of the Staff, the responses contained herein utilize the numbering of the comments and the headings
used in the Comment Letter. References to page numbers in the responses below are to the applicable pages of Exhibit 99.1 to Amendment
No. 4 (the “Information Statement”). Capitalized terms used but not defined herein have the meanings set forth
in Amendment No. 4 and the Information Statement.

David Lin, Esq.

August 18, 2022

Page 2

Amendment No. 4 to Registration
Statement on Form 10-12G

Cover Page

1. We note that you removed your previous disclosure in the second paragraph of the cover page
that “[d]ue to the lack of an ongoing redemption program as well as price volatility, low trading volume and closings of Bitcoin
exchanges due to fraud, failure, security breaches or otherwise, there can be no assurance that the market value of the Units will
reflect the per Unit value of the Trust’s Bitcoin, less the Trust’s expenses and other liabilities (‘NAV per Unit’),
and the Units may trade at a substantial premium over, or a substantial discount to, the NAV per Unit.” Please restore this
disclosure or explain to us why it was deleted. In addition, if applicable, include the halting of creations and the Rule 144 holding
period among the reasons listed.

 Response: We have revised the cover page to include the requested language in the second
paragraph of the cover page as requested. We respectfully note that similar disclosure regarding the possibility that the Units
may trade at a substantial premium or discount was, and continues to be, included in the first paragraph of the cover page and
the specific language cited in the staff’s comment was previously removed for conciseness purposes.

Risk Factors, page 6

2. Please add a separately captioned risk factor addressing risks attendant to the fact that the
Trust does not have audit or inspection rights under the Custodial Services Agreement, as disclosed on page 74. Refer to prior
comment 28 in our letter dated November 29, 2021.

 Response: We have revised the risk factors disclosure as requested. Please see the revision
on page 20 of the Information Statement.

3. We note that you have removed the risk factor titled “Regulation of the Bitcoin industry
continues to evolve and is subject to change; future regulatory developments are impossible to predict but may significantly and
adversely affect the Trust.” While we note that portions of this disclosure can now be found elsewhere, this is not true for
all of the disclosure. Please explain why this disclosure was deleted. Alternatively, please restore this disclosure.

David Lin, Esq.

August 18, 2022

Page 3

 Response: We have revised the risk factors disclosure to include the requested language.
Please see the revision on pages 25-27 of the Information Statement.

4. Please include a separate risk factor that describes the effect on investors who purchase Units
in the secondary market that are trading at a substantial premium over or a substantial discount to the NAV per Unit.

 Response: We have included the requested risk factors disclosure. Please see the revision
on pages 19 and 66 of the Information Statement.

The security of our Bitcoin Holdings cannot be assured, by the
Trust, the Custodian or any other person, page 19

5. Please discuss in greater detail the risks and challenges related to using Coinbase Custody
to maintain custody of your Bitcoins, including, without limitation:

 · any cybersecurity risks. In doing so discuss any past cybersecurity breaches that Coinbase or
Coinbase Custody have experienced; and

 · the impact of a custodian such as Coinbase Custody entering bankruptcy proceedings and the impact
thereof on your Bitcoins held in Coinbase Custody wallets.

Response:
We have included additional risk factors disclosure. Please see the revisions on pages 20 and 23 of the Information Statement.

The lack of full insurance and Unitholders limited rights of
legal recourse, page 22

6. Please revise to also discuss the fact that, as indicated on page 74, the Custodian’s insurance
is solely for the benefit of the Custodian and does not guarantee or insure the Trust in any way.

Response:
We have included the requested risk factors disclosure. Please see the revision on page 23 of the Information Statement.

Unitholders are bound by the fee-shifting provision contained
in the subscription agreement . . . , page 23

7. We note your response and revisions to our prior comment 2, and we reissue the comment in part:

 · Revise to disclose whether purchasers of Units in a secondary transaction would be subject to
the fee-shifting provision contained in the subscription agreement;

David Lin, Esq.

August 18, 2022

Page 4

 · Disclose who is subject to the provision (e.g., former and current Unitholders) and who would
be allowed to recover (e.g., company, directors, officers, affiliates); and

 · Revise your disclosure to explain the basis for the validity of such provision under state law,
which we note your response letter addresses.

Response:
As previously disclosed, the Trust intends to apply a broad interpretation of the fee-shifting provision, but whether a specific
judgment satisfies the applicable criteria and the extent of recovery for applicable fees and expenses will be subject to judicial
interpretation. We have included additional disclosure that a broad interpretation may include claims involving the Trust, its
Sponsor and officers, current or former Unitholders, and Unitholders who purchase Units in a secondary transaction. Please see
the revision on page 25 of the Information Statement.

Overview of the Bitcoin Industry and Market

The Index, page 37

8. We note your response to comment 4. Please include a materially complete description of the
methodology used to calculate the Index. In that regard:

 · Refer to the sentence, “Intraday Index level and return calculations leverage the real-time
reference rates, which are derived from the most recent trade data available from whitelisted markets and by applying an exchange
volume-weighted median.” Revise to explain each concept separately and in material detail. Please do so using plain English;

 · Describe in sufficient detail how price data from each separate market are combined, sufficiently
describing any weighting methodology used;

 · Describe any adjustments made to the pricing data; and

 · Explain any criteria for including new markets in the Index or excluding markets that were previously
included.

We continue
to remind you that information found through the hyperlinks is not part of the registration statement disclosure, and any material
information found therein should be included in the registration statement.

Response:
We have revised the Information Statement as requested. Please see the revision on pages 40 and 42 of the Information Statement.
We respectfully note that the Trust is not affiliated with, sponsored, promoted, sold or supported in any other manner by Coin
Metrics Inc., the Index Provider. As disclosed, the Trust is a passive investment vehicle that holds Bitcoin and seeks to reflect
the performance of Bitcoin as measured by the Index. It does not seek to outperform the Index nor does it seek to replicate the
Index. The Index is merely a reference, which the Trust uses as a point of comparison with the

David Lin, Esq.

August 18, 2022

Page 5

Trust’s own
performance for informational purposes. We believe that the disclosure provided in the registration statement on Form 10 contains
all material information for Unitholders regarding the operation of the Index.

Management’s Discussion
and Analysis of Financial Condition and Results of Operations Additional Currency, page 42

9. Please tell us and revise your Form 10 and future periodic filings to disclose, as needed:

 · if you have any material unrecognized digital assets related to a hard fork or airdrop;

 · if you have controls in place to monitor for a material hard fork or airdrop;

 · what contractual or other obligations you have to trust investors for a hard fork or airdrop;

 · if you have supported any hard forks or airdrops in the past; and

 · if applicable, the dollar amount of any forked or airdropped digital assets that you have recognized.

Response:
We have revised the Information Statement as requested. Please see the revision on pages 4, 47, and 83 of the Information Statement.

We do not have
any material unrecognized digital assets related to a hard fork or airdrops. If material, the Trust will disclose in future filings
the type and amount of any material unrecognized digital asset. To date, we have not supported any hard forks and we have received
2 nonmaterial airdropped assets, the value of which were de minimis.

The Trust has controls
in place to monitor for a material hard fork or airdrop. Specifically, these controls start at the custodial level. Section 3.2
of the Custodial Services Agreement states that “[u]nless specifically announced on the Coinbase Custody Site or through
some other official public statement of Coinbase Custody, Coinbase Custody does not support airdrops, metacoins, colored coins,
side chains, or other derivative, enhanced, or forked protocols, tokens, or coins which supplement or interact with a Digital Asset
supported by Coinbase Custody (collectively, “Advanced Protocols”).” The Custodian will provide notification
of any hard fork that will be adopted by the Custodian. Further, we actively monitor for hard forks and airdrops.

We have an obligation
to our Unitholders to distribute any airdropped digital assets. Section 3.6 of the Amendment to the Trust Agreement provides that
“[i]f the Trust comes to own any airdropped cryptocurrency (other than Bitcoin), Sponsor shall distribute such airdropped
cryptocurrency within forty-five days of receipt of such assets (or such longer time as the Sponsor reasonably requires to effect
such distribution) on a pro rata basis to

David Lin, Esq.

August 18, 2022

Page 6

Unitholders. If
the Trust comes to own any forked versions of Bitcoin, the Sponsor shall distribute such forked version or versions within forty-five
days of receipt (or such longer time as the Sponsor reasonably requires to effect such distribution) on a pro rata basis to Unitholders
if and to the extent that the Sponsor determines in its reasonable discretion that such a distribution is necessary to preserve
the federal tax treatment of the Trust set forth in Section 1.6 of the Trust Agreement, and may distribute such forked version
or versions within forty-five days of receipt or such longer time as the Sponsor reasonably requires to effect such distribution)
on a pro rata basis to Unitholders if and to the extent the Sponsor determines it is in the best interest of the Unitholders.”

The Custodian, page 57

10. Please briefly discuss the experience of Coinbase Custody with respect to acting as a Bitcoin custodian.

Response:
We have revised the Information Statement as requested. Please see the revision on page 61 of the Information Statement.

Conflicts of Interest, page 58

11. Refer to your response to comment 5. Consistent with your response, please disclose your belief that none of the officers,
employees or affiliates of the Sponsor own significant amounts of Bitcoin or positions therein.

Response:
We have revised the Information Statement as requested. Please see the revision on page 62 of the Information Statement.

Description of the Units

Recent Sales of Unregistered Units, page 61

12. Please provide us your analysis of the facts and circumstances as relevant to ascertain whether or not the private placement
investors purchased the Units with investment intent and not a view to distribute. In this regard, please tell us any factors that
you consider in determining the investment intent of the purchasers, including and in addition to obtaining a general written representation
regarding investment intent. For example, please tell us whether you receive any representations from purchasers at the time of
subscription or legend removal regarding transactions designed to substantially reduce or eliminate the risk of their investment,
including whether they have taken a short position at the time of the private placement investment and intend to cover that position
when the restrictive legends are removed.

David Lin, Esq.

August 18, 2022

Page 7

Response:
The Trust respectfully advises the Staff that it is aware of the possible strategies and tactics used in private placements by
investors to hedge the economic exposure of Units purposed in a private placement, including strategies that involve taking short
positions in the Units or the Bitcoin underlying the Units, or borrowing Bitcoin to use in connection with an in-kind subscription
of Units. The Sponsor is not aware of any private placement investors improperly closing short positions by delivering Units purchased
in the private placement after the legends are removed.

The subscription
agreement does not specifically address the various types of strategies that a private placement investor could employ to hedge
its economic exposure to the Units or to the underlying Bitcoin. However, the subscription agreement contains the following representations
and warranties, which the Sponsor requires all private placement investors to agree to, and which are intended to ensure that the
Units are not directly or indirectly transferred except in compliance with securities laws: “Subscriber has carefully considered
and has, to the extent it believes such discussion necessary, discussed with legal, tax, accounting and financial advisers the
suitability of an investment in Units in light of its particular tax and financial situation and has determined that such investment
subscribed for it by hereunder is a suitable investment for it. * * * Subscriber represents and warrants that it understands that
the Units are “restricted securities” that cannot be resold without registration under the Securities Act or exemption
therefrom, and that they are purchasing the Units for investment purposes only and not with a view to resale.” Further, the
Subscriber warrants that the “subscription is personal to [subscriber] and that it may not be sold, transferred, assigned
or otherwise disposed of by [subscriber] to any other person, except as permitted by the Trust.” As such, Subscribers understand
that (a) Units may not be resold unless (i) subsequently registered pursuant to the Securities Act or an exemption from registration
thereunder is available and (ii) the Sponsor has pr

United States securities and exchange commission logo
July 13, 2022
Gregory D. King
Chief Executive Officer
Osprey Bitcoin Trust
1241 Post Road, 2nd Floor
Fairfield, CT 06824
Re:Osprey Bitcoin Trust
Amendment No. 3 to Registration Statement on Form 10-12G
Filed June 10, 2022
File No. 000-56307
Dear Mr. King:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.  Unless we note otherwise, our references to prior
comments are to comments in our May 2, 2022 letter.
Amendment No. 3 to Registration Statement on Form 10-12G
Cover Page
1.We note that you removed your previous disclosure in the second paragraph of the cover
page that "[d]ue to the lack of an ongoing redemption program as well as price volatility,
low trading volume and closings of Bitcoin exchanges due to fraud, failure, security
breaches or otherwise, there can be no assurance that the market value of the Units will
reflect the per Unit value of the Trust’s Bitcoin, less the Trust’s expenses and other
liabilities ('NAV per Unit'), and the Units may trade at a substantial premium over, or a
substantial discount to, the NAV per Unit."  Please restore this disclosure or explain to us
why it was deleted.  In addition, if applicable, include the halting of creations and the Rule
144 holding period among the reasons listed.

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 July 13, 2022 Page 2
 FirstName LastName
Gregory D. King
Osprey Bitcoin Trust
July 13, 2022
Page 2
Risk Factors, page 6
2.Please add a separately captioned risk factor addressing risks attendant to the fact that the
Trust does not have audit or inspection rights under the Custodial Services Agreement, as
disclosed on page 74.  Refer to prior comment 28 in our letter dated November 29, 2021.
3.We note that you have removed the risk factor titled "Regulation of the Bitcoin industry
continues to evolve and is subject to change; future regulatory developments are
impossible to predict but may significantly and adversely affect the Trust."  While we note
that portions of this disclosure can now be found elsewhere, this is not true for all of the
disclosure.  Please explain why this disclosure was deleted.  Alternatively, please restore
this disclosure.
4.Please include a separate risk factor that describes the effect on investors who purchase
Units in the secondary market that are trading at a substantial premium over or a
substantial discount to the NAV per Unit.
The security of our Bitcoin Holdings cannot be assured, by the Trust, the Custodian or any other
person, page 19
5.Please discuss in greater detail the risks and challenges related to using Coinbase Custody
to maintain custody of your Bitcoins, including, without limitation:
•any cybersecurity risks.  In doing so discuss any past cybersecurity breaches that
Coinbase or Coinbase Custody have experienced; and
•the impact of a custodian such as Coinbase Custody entering bankruptcy proceedings
and the impact thereof on your Bitcoins held in Coinbase Custody wallets.
The lack of full insurance and Unitholders limited rights of legal recourse, page 22
6.Please revise to also discuss the fact that, as indicated on page 74, the
Custodian's insurance is solely for the benefit of the Custodian and does not guarantee or
insure the Trust in any way.
Unitholders are bound by the fee-shifting provision contained in the subscription agreement...,
page 23
7.We note your response and revisions to our prior comment 2, and we reissue the comment
in part:
•Revise to disclose whether purchasers of Units in a secondary transaction would be
subject to the fee-shifting provision contained in the subscription agreement;
•Disclose who is subject to the provision (e.g., former and current unitholders) and
who would be allowed to recover (e.g., company, directors, officers, affiliates); and
•Revise your disclosure to explain the basis for the validity of such provision under
state law, which we note your response letter addresses.

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 July 13, 2022 Page 3
 FirstName LastName
Gregory D. King
Osprey Bitcoin Trust
July 13, 2022
Page 3
Overview of the Bitcoin Industry and Market
The Index, page 37
8.We note your response to comment 4.  Please include a materially complete description of
the methodology used to calculate the Index.  In that regard:
•Refer to the sentence, "Intraday Index level and return calculations leverage the real-
time reference rates, which are derived from the most recent trade data available from
whitelisted markets and by applying an exchange volume-weighted median."  Revise
to explain each concept separately and in material detail.  Please do so using plain
English;
•Describe in sufficient detail how price data from each separate market are combined,
sufficiently describing any weighting methodology used;
•Describe any adjustments made to the pricing data; and
•Explain any criteria for including new markets in the Index or excluding markets that
were previously included.

We continue to remind you that information found through the hyperlinks is not part of
the registration statement disclosure, and any material information found therein should be
included in the registration statement.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Additional Currency, page 42
9.Please tell us and revise your Form 10 and future periodic filings to disclose, as needed:
•if you have any material unrecognized digital assets related to a hard fork or airdrop;
•if you have controls in place to monitor for a material hard fork or airdrop;
•what contractual or other obligations you have to trust investors for a hard fork or
airdrop;
•if you have supported any hard forks or airdrops in the past; and
•if applicable, the dollar amount of any forked or airdropped digital assets that you
have recognized.
The Custodian, page 57
10.Please briefly discuss the experience of Coinbase Custody with respect to acting as a
Bitcoin custodian.
Conflicts of Interest, page 58
11.Refer to your response to comment 5.  Consistent with your response, please disclose your
belief that none of the officers, employees or affiliates of the Sponsor own significant
amounts of Bitcoin or positions therein.

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 July 13, 2022 Page 4
 FirstName LastName
Gregory D. King
Osprey Bitcoin Trust
July 13, 2022
Page 4
Description of the Units
Recent Sales of Unregistered Units, page 61
12.Please provide us your analysis of the facts and circumstances as relevant to ascertain
whether or not the private placement investors purchased the Units with investment intent
and not a view to distribute. In this regard, please tell us any factors that you consider in
determining the investment intent of the purchasers, including and in addition to obtaining
a general written representation regarding investment intent. For example, please tell us
whether you receive any representations from purchasers at the time of subscription or
legend removal regarding transactions designed to substantially reduce or eliminate the
risk of their investment, including whether they have taken a short position at the time of
the private placement investment and intend to cover that position when the restrictive
legends are removed.
Description of Issuance of Units, page 65
13.Please address the following matters related to unitholder subscriptions:
•Disclose whether subscriptions are direct or through an intermediary;
•State whether, and how, you intend to inform unitholders that the Trust has halted
acceptance of subscriptions; and
•Provide a detailed description of how in-kind subscriptions are valued and whether or
not investors are permitted to withdraw subscriptions after the crypto assets are
valued.
Description of the Trust Documents
Description of the Custodial Services Agreement, page 73
14.Please provide further disclosure regarding the Custodian's liability under the Custodial
Services Agreement.  In that regard:
•Specifically address the circumstances under which the Custodian would, and would
not have, have liability for the loss of private keys resulting from theft, fraud,
hacking, or other loss; and
•Provide a separate risk factor addressing the fact that, as stated on page 74, the
Custodian is not liable for any lost profits or any special, incidental, indirect,
intangible, or consequential damages arising out of or in connection with authorized
or unauthorized use of the Coinbase Custody site or the custodial services.  In
providing this disclosure, also explain what types of damages the Custodian could
still be liable for in connection with authorized or unauthorized use of the Coinbase
Custody site or the custodial services.
15.Please disclose how many cold storage addresses the Custodian uses for your private
keys.  We note your disclosure that the Custodian's maximum liability with respect to
each cold storage address is limited to $100,000,000.

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 July 13, 2022 Page 5
 FirstName LastName
Gregory D. King
Osprey Bitcoin Trust
July 13, 2022
Page 5
            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.
            You may contact Michael Volley at 202-551-3437 or Amit Pande at 202-551-3423 if
you  have questions regarding comments on the financial statements and related matters. Please
contact David Lin at 202-551-3552 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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

David A. Sirignano

Partner

+1.202.739.5420

david.sirignano@morganlewis.com

June 10, 2022

VIA EDGAR AS CORRESPONDENCE

David Lin, Esq.

Staff Attorney

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Osprey Bitcoin Trust

    Amendment No. 2 to Registration Statement on Form 10-12G

    Filed January 26, 2022

    File No. 000-56307

Dear Mr. Lin:

On behalf of Osprey
Bitcoin Trust, a Delaware statutory trust (the “Trust”), we are responding to the comments of the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) contained in its letter
dated May 2, 2022 (the “Comment Letter”), relating to the above-referenced filing of the Trust’s Registration
Statement on Form 10-12G (the “Form 10-12G”). The Trust is also filing concurrently herewith Amendment No. 3
to the Form 10-12G (“Amendment No. 3”) with this response letter.

Set forth below are
the Trust’s responses to the Staff’s comments. The responses set forth below are based upon information provided by
the Trust. For the convenience of the Staff, the responses contained herein utilize the numbering of the comments and the headings
used in the Comment Letter. References to page numbers in the responses below are to the applicable pages of Exhibit 99.1 to Amendment
No. 3 (the “Information Statement”). Capitalized terms used but not defined herein have the meanings set forth
in Amendment No. 3 and the Information Statement.

Amendment No. 2 to
Registration Statement on Form 10-12G

Risk Factors

David Lin, Esq.

June 10, 2022

Page 2

Failure of funds that hold digital assets or that have exposure
to digital assets through derivatives to receive SEC approval...

    1.
    Please revise this risk factor to reflect the listing of Bitcoin futures-based ETFs.

    Response: We have revised this risk factor as requested. Please see the discussion on page 16 of the Information Statement.

Unitholders are bound by the fee-shifting provision contained
in the subscription agreement...

2.
    We note that your subscription agreement contains a fee shifting provision. In that regard:

    ·
    Please describe the level of recovery required by the plaintiff to avoid payment;

    ·
    Explain who is subject to the provision (e.g., former and current shareholders) and who would be allowed to recover (e.g., company, directors, officers, affiliates);

    ·
    State whether purchasers of Units in a secondary transaction would be subject to such provision;

    ·
    Disclose that the provision could discourage shareholder lawsuits that might otherwise benefit the Trust or its Unitholders; and

    ·
    Briefly explain the basis for the validity of such provision under state law, and discuss any uncertainty as to enforceability.

    Response: We have revised this risk factor as requested.  Please see discussion on pages 23-24 of the Information Statement.

    Under Delaware law, “fee shifting by contract . . . [is] enforceable self-ordering by contractual parties.” Manti Holdings, LLC v. Authentix Acquisition Company, Inc., 2020 WL 4596838, at 6 (Del. Ch Aug. 11, 2020), aff’d, 261 A.3d 1199 (Del. 2021).  While there are statutes prohibiting fee-shifting provisions in corporations’ charters and bylaws with respect to intra-corporate litigation, fee-shifting provisions in agreements between corporations and their stockholders have been found acceptable. See id. at *7-*8.  Delaware courts have also confirmed that, where a corporation and a stockholder are parties to a negotiated transaction (e.g., a shareholders agreement), either party thereto can enforce an agreed-upon fee-shifting provision against each other.  See id. at *8-*9.  We are not aware of any Delaware case law or statutes indicating that a statutory trust would be treated any differently to a corporation or any other business entity with regard to its ability to enforce the fee-shifting provision in a contract between any entity and its owner.  Moreover, “[i]t is the policy of [The Delaware Statutory Trust Act] to give maximum effect to the principle of freedom of contract and to the enforceability of governing instruments.”  8 Del. C. 3828(b). While we believe the fee-shifting provision is enforceable, we have included language in the revised risk factor to note that fee-shifting provisions have been challenged

David Lin, Esq.

June 10, 2022

Page 3

    in legal proceedings, and it is possible that a court could find this type of provision to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings.

Overview of the Bitcoin Industry and Market

Bitcoin Value

Bitcoin Exchange Public Market Data

    3.
    We note your response to [prior] comment 12. Please revise here to disclose, as you state in your response letter, that you are not in a position to determine the extent to which the Bitcoin exchanges included in the Index are in compliance with regulatory requirements. In addition, provide risk factor disclosure about this matter.

    Response: We have revised the Information Statement as requested. Please
    see the discussion on page 35 of the Information Statement and additional risk factor disclosure on page 15 of the Information
    Statement.

The Index

    4.
    We note your revised disclosure on page 39 in response to [prior] comment 11, and we reissue the comment. In that regard:

    ·
    Instead of the brief summary of methodology you have provided, please provide a materially complete description of the methodology utilized by the Index Provider to select a Bitcoin Exchange for inclusion in the Index and a materially complete description of the methodology used to calculate the Index, so that investors understand all material aspects of these methodologies;

    ·
    Ensure that you are separately discussing both the methodology for selecting a Bitcoin exchange for the Index and the methodology for calculating the Index;

    ·
    While you may include URLs if you believe they may be useful to investors, be advised that the external documents for which you have provided URLs are not part of the registration statement disclosure; and

    ·
    For any URL you choose to provide, ensure that the hyperlinks are active. In that regard we note that the first hyperlink on page 39 is not active.

    Response: We have revised the Information Statement as requested. Please see the discussion on pages 37-38 of the Information Statement.

Conflicts
of Interest

    5.
    We note your response to [prior] comment 22. Please tell us whether there is any significant ownership of Bitcoin or positions therein by the officers, employees and/or

David Lin, Esq.

June 10, 2022

Page 4

    affiliates of the Sponsor. If so, please revise to quantify such ownership or provide us your analysis as to why such information is not material to investors.

    Response: Although the Staff does not define what constitutes “significant” ownership, we do not believe that any of the officers, employees or affiliates of the Sponsor own significant amounts of Bitcoin or positions therein, given the large size and active daily trading volume of the Bitcoin/U.S. dollar (“BTC-USD”) trading market.  Moreover, given the internal controls at the Sponsor (described below), even if an officer or employee were to own a significant amount of Bitcoin or positions therein, such person would not be able to impact the BTC-USD market, including on Coinbase Pro (the “Principal Market”) in a manner that would be material to investors.

    As of May 6, 2022, the market capitalization of Bitcoin was approximately
    $683 billion, and the daily U.S. dollar volume of trading BTC-USD on Coinbase Pro, for the prior six months, well exceeded
    one billion US dollars.1 The BTC-USD market, including, in particular, BTC-USD pair trading on the Principal Market,
    is extremely deep and liquid.

    The Sponsor’s Code of Ethics (“Code”) prohibits officers and employees of the Sponsor from trading directly with the Trust (and neither the Sponsor nor any affiliate of the Sponsor trades directly with the Trust). In addition, the Code requires that any trading of $25,000 or more of Bitcoin within a 24-hour period must be reported to the Chief Compliance Officer within two business days following such trades, and all Bitcoin transactions are reported to the Chief Compliance Officer quarterly. Officers and employees of the Sponsor are also prohibited from buying or selling Bitcoin during Trade Restriction Windows, which are intended to occur on days the Trust is issuing new Units at NAV. Finally, officers and employees of the Sponsor are required to pre-clear all secondary market trades in OBTC.  In light of these internal controls, and the depth and liquidity of BTC-USD trading on the Principal market, no officer, employee or affiliate of the Sponsor is in a position to impact materially the BTC-USD price on the Principal Market, and therefore the holdings by any such person should not be material to investors.

Description of the Units

Issuance of Units

    6.
    Please revise the illustrative example to state, if true, that the example illustrates a hypothetical transaction taking place on December 1, 2021.

    Response: We have revised the Information Statement as requested. Please see the discussion on page 62 of the Information Statement.

1 https://data.bitcoinity.org/markets/volume/6m/USD?c=e&t=b.

David Lin, Esq.

June 10, 2022

Page 5

Valuation
of Bitcoin and Determination of NAV

    7.
    We note your disclosure in response to [prior] comment 25. Please further revise to identify the Committee Chair, as previously requested.

    Response: We have revised the Information Statement as requested. Please see the discussion on page 67 of the Information Statement.

    8.
    We note your response to [prior] comment 26. In that regard:

    ·
    You state on page 51 that “[t]he Sponsor will determine the Trust’s Bitcoin Holdings on each Business Day as of 4:00 p.m., New York time, or as soon thereafter as practicable,” and you make a similar statement on page 66. In an appropriate place, please provide a separate discussion explaining the process for doing this;

    ·
    In the third to last paragraph on page 68 you refer to the Bitcoin Holdings and Bitcoin Holdings per Unit as being “calculated using a price per Bitcoin.” If, as stated on the cover page, Bitcoin Holdings is the aggregate number of Bitcoins held by the Trust, explain how a price per unit is necessary to determine the Bitcoin Holdings. If in the third to last paragraph on page 68 you mean to say the NAV and NAV per Unit, please so state;

    ·
    Revise your statement on page 67, “[t]he same methodology is used to determine the NAV as the Bitcoin Market Price, and therefore the same market is always used to determine each,” to clarify exactly what aspects of the NAV methodology and the Bitcoin Market Price methodology are the same. For example, if you mean to say that the Bitcoin Market Price is used to calculate the NAV, please so state;

    ·
    In the first full paragraph on page 2 where you discuss the annual evaluation of your Principal Market selection, state how you will inform investors if you are changing the Principal Market, for example with an 8-K current report; and

    ·
    Explain exactly what you mean on page 67 by “the primary methodology used to determine the Bitcoin Market Price.”

    Response: We have revised the Information Statement as requested. Please see the discussion on pages 2, 51, 67, and 68 of the Information Statement.

Exhibits

    9.
    We note your added risk factor disclosure on page 23 in response to [prior] comment 33 regarding the binding arbitration provision contained in your subscription agreement, as well as your added risk factor regarding its fee-shifting provision on pages 23-24. If neither

David Lin, Esq.

June 10, 2022

Page 6

    provision applies to claims arising under the federal securities laws, as your disclosure appears to indicate, please also ensure that the subscription agreement states this clearly.

    Response: We have revised the Form of Subscription Agreement to clarify as requested. Please see Exhibit 10.5 to Amendment No. 3.

*   *   *   *   *   *

If the Staff of the
SEC has any questions or comments regarding the foregoing, please contact the undersigned
by telephone at (202) 739-5420 or via email at david.sirignano@morganlewis.com.

    Sincerely,

    David A. Sirignano

    cc:
    Erin E. Martin, Esq.

    Laura E. Flores, Esq.

United States securities and exchange commission logo
May 2, 2022
Gregory D. King
Chief Executive Officer
Osprey Bitcoin Trust
520 White Plains Road, Suite 500
Tarrytown, NY 10591
Re:Osprey Bitcoin Trust
Amendment No. 2 to Registration Statement on Form 10-12G
Filed January 26, 2022
File No. 000-56307
Dear Mr. King:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.  Unless we note otherwise, our references to prior
comments are to comments in our November 29, 2021 letter.
Amendment No. 2 to Registration Statement on Form 10-12G
Risk Factors
Failure of funds that hold digital assets or that have exposure to digital assets through derivatives
to receive SEC approval..., page 15
1.Please revise this risk factor to reflect the listing of Bitcoin futures-based ETFs.
Unitholders are bound by the fee-shifting provision contained in the subscription agreement...,
page 23
2.We note that your subscription agreement contains a fee shifting provision.  In that regard:
•Please describe the level of recovery required by the plaintiff to avoid payment;
•Explain who is subject to the provision (e.g., former and current shareholders) and
who would be allowed to recover (e.g., company, directors, officers, affiliates);

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 May 2, 2022 Page 2
 FirstName LastNameGregory D. King
Osprey Bitcoin Trust
May 2, 2022
Page 2
•State whether purchasers of Units in a secondary transaction would be subject to such
provision;
•Disclose that the provision could discourage shareholder lawsuits that might
otherwise benefit the Trust or its Unitholders; and
•Briefly explain the basis for the validity of such provision under state law, and
discuss any uncertainty as to enforceability.
Overview of the Bitcoin Industry and Market
Bitcoin Value
Bitcoin Exchange Public Market Data, page 37
3.We note your response to comment 12.  Please revise here to disclose, as you state in your
response letter, that you are not in a position to determine the extent to which the Bitcoin
exchanges included in the Index are in compliance with regulatory requirements.  In
addition, provide risk factor disclosure about this matter.
The Index, page 38
4.We note your revised disclosure on page 39 in response to comment 11, and we reissue
the comment.  In that regard:
•Instead of the brief summary of methodology you have provided, please provide
a materially complete description of the methodology utilized by the Index Provider
to select a Bitcoin exchange for inclusion in the Index and a materially complete
description of the methodology used to calculate the Index, so that investors
understand all material aspects of these methodologies;
•Ensure that you are separately discussing both the methodology for selecting a
Bitcoin exchange for the Index and the methodology for calculating the Index;
•While you may include URLs if you believe they may be useful to investors, be
advised that the external documents for which you have provided URLs are not part
of the registration statement disclosure; and
•For any URL you choose to provide, ensure that the hyperlinks are active.  In that
regard we note that the first hyperlink on page 39 is not active.
Conflicts of Interest, page 58
5.We note your response to comment 22.  Please tell us whether there is any significant
ownership of Bitcoin or positions therein by the officers, employees and/or affiliates of
the Sponsor.  If so, please revise to quantify such ownership or provide us your analysis as
to why such information is not material to investors.
Description of the Units
Issuance of Units, page 61
6.Please revise the illustrative example to state, if true, that the example illustrates a
hypothetical transaction taking place on December 1, 2021.

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 May 2, 2022 Page 3
 FirstName LastNameGregory D. King
Osprey Bitcoin Trust
May 2, 2022
Page 3
Valuation of Bitcoin and Determination of NAV, page 66
7.We note your disclosure in response to comment 25.  Please further revise to identify the
Committee Chair, as previously requested.
8.We note your response to comment 26.  In that regard:
•You state on page 51 that "[t]he Sponsor will determine the Trust’s Bitcoin Holdings
on each Business Day as of 4:00 p.m., New York time, or as soon thereafter as
practicable," and you make a similar statement on page 66.  In an appropriate place,
please provide a separate discussion explaining the process for doing this;
•In the third to last paragraph on page 68 you refer to the Bitcoin Holdings and Bitcoin
Holdings per Unit as being "calculated using a price per Bitcoin."  If, as stated on the
cover page, Bitcoin Holdings is the aggregate number of Bitcoins held by the Trust,
explain how a price per unit is necessary to determine the Bitcoin Holdings.  If in the
third to last paragraph on page 68 you mean to say the NAV and NAV per Unit,
please so state;
•Revise your statement on page 67, "[t]he same methodology is used to determine the
NAV as the Bitcoin Market Price, and therefore the same market is always used to
determine each," to clarify exactly what aspects of the NAV methodology and the
Bitcoin Market Price methodology are the same.  For example, if you mean to say
that the Bitcoin Market Price is used to calculate the NAV, please so state;
•In the first full paragraph on page 2 where you discuss the annual evaluation of
your Principal Market selection, state how you will inform investors if you are
changing the Principal Market, for example with an 8-K current report; and
•Explain exactly what you mean on page 67 by "the primary methodology used to
determine the Bitcoin Market Price."
Exhibits
9.We note your added risk factor disclosure on page 23 in response to comment
33 regarding the binding arbitration provision contained in your subscription agreement,
as well as your added risk factor regarding its fee-shifting provision on pages 23 - 24.  If
neither provision applies to claims arising under the federal securities laws, as your
disclosure appears to indicate, please also ensure that the subscription agreement states
this clearly.
             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.

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 May 2, 2022 Page 4
 FirstName LastName
Gregory D. King
Osprey Bitcoin Trust
May 2, 2022
Page 4
            You may contact Michael Volley at 202-551-3437 or Amit Pande at 202-551-3423 if you
have questions regarding comments on the financial statements and related matters. Please
contact David Lin at 202-551-3552 or John Dana Brown at 202-551-3859 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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

    David A. Sirignano

        Partner
+1.202.739.5420
david.sirignano@morganlewis.com

January 26, 2022

VIA EDGAR AS CORRESPONDENCE

David Lin, Esq.

Staff Attorney

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Osprey Bitcoin Trust

    Amendment No. 1 to Registration Statement on Form 10-12G

    Filed September 13, 2021

    File No. 000-56307

Dear Mr. Lin:

On behalf of Osprey
Bitcoin Trust, a Delaware statutory trust (the “Trust”), we are responding to the comments of the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) contained in its letter
dated November 29, 2021 (the “Comment Letter”), relating to the above-referenced filing of the Trust’s
Registration Statement on Form 10-12G (the “Form 10-12G”). The Trust is also filing concurrently herewith Amendment
No. 2 to the Form 10-12G (“Amendment No. 2”) with this response letter.

Set forth below are
the Trust’s responses to the Staff’s comments. The responses set forth below are based upon information provided by
the Trust. For the convenience of the Staff, the responses contained herein utilize the numbering of the comments and the headings
used in the Comment Letter. References to page numbers in the responses below are to the applicable pages of Exhibit 99.1 to Amendment
No. 2 (the “Information Statement”). Capitalized terms used but not defined herein have the meanings set forth
in Amendment No. 2 and the Information Statement.

Amendment No. 1 to
Registration Statement on Form 10-12G

Cover Page

David Lin, Esq.

January 26, 2022

Page 2

 1. We note your response to our prior comment 2. Please revise the discussions on the cover page
and summary that discuss the differences between an investment in your Units and a direct investment in bitcoin to also:

 · Explicitly state that a purchase of these units is only an indirect investment in bitcoin and

 · Mention as one of the differences the fact that the Units trade at a substantial premium over,
or substantial discount to, the NAV per Unit.

  Response: We have revised the Information Statement as requested. Please see the discussion
on the cover page and summary of the Information Statement.

 2. We note your response to our prior comment 51. Please revise the second paragraph of the cover
page to plainly state that to date the Trust has not met its investment objective, and briefly provide quantitative disclosure
explaining this, such as you provide in the third and fourth sentences of the first paragraph on page 50. Provide similar disclosure
in the discussion of your investment objective in the Key Operating Metrics section and on page 3 of the Summary.

  Response: We have incorporated the requested clarification. Please see discussion on the
cover page of the Information Statement.

Opening Page,
page i

 3. We note disclosure on numerous pages in the filing that the investment objective of the Trust
is measured by reference to Coin Metrics CMBI Bitcoin Index. We also note disclosure on page 21 that Coinbase Pro is the basis
for evaluating whether the Trust is achieving its investment objective. Please revise to clarify the measurement basis of the Trust’s
investment objective.

  Response: We have revised the Information Statement as requested. Please see the discussion
on page 55 of the Information Statement.

Key Operating
Metrics, page 1

 4. Please refer to comment 8. We note you deleted the reference to the use of a non-GAAP methodology
in your revised disclosures. However, you continue to include disclosure on page 2 that Bitcoin Holdings and Bitcoin Holdings per
Unit are not measures calculated in accordance with GAAP. Please revise to more clearly explain why these measures are not calculated
in accordance with GAAP. To the extent you have non-GAAP financial measures, please revise to disclose the information required
by Item 10(e) of Regulation

David Lin, Esq.

January 26, 2022

Page 3

  S-K. Additionally, please revise to ensure your disclosure throughout the filing clearly distinguishes
if a fair value metric is GAAP or non-GAAP measure.

  Response: We have made changes throughout the Information Statement to eliminate any reference
to “Bitcoin Holdings” and “Bitcoin Holdings per Unit” as a measure of valuation or performance of the Trust
assets or the Units. Instead, the only dollar valuation referred to is “Net Asset Value” and “Net Asset Value
per Unit.” The terms “Bitcoin Holdings” and “Bitcoin Holdings per Unit” are used only to describe
of the aggregate number of Bitcoin held by the Trust and the amount of Bitcoin represented by each Unit and are not assigned a
dollar value. Those terms do not measure performance or valuation and therefore are no longer referred to as non-GAAP financial
measures.

Summary,
page 3

 5. We note your response to your prior comment 5 and your disclosure that the Sponsor has general
discretion to determine the principal market for purposes of valuing Additional Currency and that the Sponsor will identify the
principal market in accordance with GAAP. Please describe what considerations or procedures, if any, the Sponsor will use in identifying
the principal market for valuing Additional Currency. In addition, describe what you mean when you say that the Sponsor “will
identify the principal market in accordance with GAAP.”

  Response: We have revised the Information Statement as requested. Please see the discussion
on page 5 of the Information Statement.

Risk Factors, page 7

 6. Please add a separately captioned risk factor addressing the fact that, as you state on page
59, officers of the Sponsor may take positions in their personal trading accounts which are opposite of the positions taken for
the Trust.

  Response: We have revised the Information Statement as requested. Please see the discussion
on page 32 of the Information Statement.

The value of the Units
relates directly to the value of Bitcoins, the value of which may be highly volatile and subject to fluctuations, page 15

 7. We note your response to our prior comment 11. Please revise this risk factor to also quantitatively
disclose historic declines in the price of bitcoin such as from the December 2017 high to the December 2018 low and the price decline
from May 7, 2021 to May 28,

David Lin, Esq.

January 26, 2022

Page 4

  2021. In addition, tell us the source of your definitions of low, medium, and high volatility,
and tell us whether these definitions reflect the consensus of the financial industry.

  Response: We have revised the Information Statement as requested. Please see the discussion
on page 14 of the Information Statement.

The security
of our Bitcoin Holdings cannot be assured, page 22

 8. We note your response to our prior comment 15. Please disclose examples of how an action taken
by the Custodian that may be necessary or advisable to secure the digital assets or accounts of the Trust or enhance the ability
of the Custodian’s ability to secure the Trust’s assets, could cause loss.

  Response: We have revised the Information Statement as requested. Please see the discussion
on page 19 of the Information Statement.

Risk Factors
Related to the Regulation of the Trust and the Units, page 27

 9. We note your response to our prior comment 16. While we note that you have disclosed material
regulatory risks in separately captioned risk factors, we also note that you have removed disclosure regarding numerous regulatory
positions, actions, and publications that were previously disclosed on page 24 through 26 of the information statement filed on
July 8, 2021. Please include disclosure regarding these matters in your information statement, as part of appropriate risk factors,
or tell us why these matters do not represent material information for investors.

Response:
We have revised the Information Statement as requested. Please see the discussion on page 24 of the Information Statement.

Digital
assets are not insured or guaranteed by any government or government agency, page 30

 10. We note that the body of this risk factor does not match its heading. Please separate this into
two risk factors, one addressing the subject matter currently found in the heading, and one addressing the subject matter currently
found in the body.

Response:
We have revised the Information Statement as requested. Please see the discussion on pages 20-21 and page 29 of the Information
Statement.

Overview of the Bitcoin
Industry and Market

Bitcoin Value, page
38

David Lin, Esq.

January 26, 2022

Page 5

 11. We note your responses to your prior comments 18 and 26 and we reissue. It does not appear that
you have provided a materially complete description of the operation of the Index. Please revise to include materially complete
descriptions of the methodology utilized by the Index Provider to select a Bitcoin exchange for inclusion in the Index and the
methodology used to calculate the index.

Response:
We have revised the Information Statement as requested. Please see the discussion on page 39 of the Information Statement.

Bitcoin Exchange Public
Market Data, page 39

 12. We note your response to our prior comment 17. Please revise your discussion of the domicile,
regulation and legal compliance of the Bitcoin exchanges included in the Index to discuss the extent to which each of the exchanges
is in compliance with applicable U.S. federal and state licensing requirements and practices regarding AML and KYC regulations.

Response:
We have revised the Information Statement with regard to the applicable AML licensing and regulatory requirements. Please see the
discussion on page 38 of the Information Statement. However, the Trust is not in a position to determine the extent to which the
exchanges are in compliance with the regulatory requirements, as the exchanges are not affiliated with or managed by the Trust or
the Sponsor.

 13. We note your response to our prior comment 19 and revised disclosure that bitflyer’s BTC-USD
market was removed and Binance’s BTC-USD market was added to the CMBI Bitcoin Index. Please disclose the reasoning and results
related to the Index Provider’s Market Selection Framework, volume analysis and empirical testing of data that led to these
decisions.

Response:
We have revised the Information Statement as requested. Please see the discussion on page 38 of the Information Statement.

Government Oversight
– Regulation of Bitcoin, page 42

 14. We note your response to our prior comment 27. Revise the discussion “Foreign Legal and
Regulatory Treatment of Bitcoin” to discuss specific regulatory actions by South Korea, India, and China. In addition, we
are unable to locate responsive risk factor disclosure addressing specific regulatory changes or actions in foreign jurisdictions
that may have impacted the price of Bitcoin or may impact it in the future. Please advise.

Response:
We have revised the Information Statement as requested. Please see the discussion on pages 27 and 41 of the Information Statement.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 44

David Lin, Esq.

January 26, 2022

Page 6

 15. Please revise to disclose your critical accounting estimates. Refer to Item 303(b)(3) of Regulation
S-K.

Response:
We have revised the Information Statement as requested. Please see the discussion on page 46 of the Information Statement.

Review
of Financial Results, page 46

 16. Please revise to discuss any material changes in the results of operations for the most recent
fiscal quarter and the corresponding fiscal quarter in the preceding fiscal year. Refer to Item 303(b)(2) of Regulation S-K.

Response:
We have revised the Information Statement as requested. Please see the discussion on pages 44 and 47 of the Information Statement.

The Sponsor

Index Provider
Agreement, page 54

 17. We note your response to our prior comment 25. Revise this section to also state how you currently
use the Index. You state here that the agreement governs the Sponsor’s use of the Index for calculation of the value of the
Trust’s Bitcoin Holdings; however you state in several places, including on pages 2 and 66 that you relied on the Index to
determine the value of your Bitcoin and to determine the Trust’s NAV prior to May 18, 2021, and you indicate in several places,
including on page 4, that the Trust currently values its Bitcoins by reference to the Bitcoin Market Price, which is the market
price of Bitcoin traded on Coinbase Pro.

Response:
We have revised the Information Statement as requested. Please see the discussion on page 55 of the Information Statement.

 18. We note your response to our prior comment 32 and your disclosure that you will notify Unitholders
of material changes to Index methodology or composition, upon being notified of such change by the Index Provider, through a filing
on the SEC’s EDGAR system. Disclose whether you anticipate this will be through filing a current report.

Response:
We have revised the Information Statement as requested. Please see the discussion on page 54 of the Information Statement.

Management of the
Sponsor, page 55

David Lin, Esq.

January 26, 2022

Page 7

 19. Please revise to disclose the specific roles and duties of the Sponsor’s advisory board,
as referenced on its website, and identify the board members. Clarify whether the advisory board receives any compensation for
its services.

Response:
We have revised the Information Statement as requested. Please see the discussion on page 55 of the Information Statement.

The Custodian,
page 57

 20. We note your response to our prior comment 37 and reissue in part. Please briefly discuss the
experience of Fidelity Digital Asset Services, LLC with respect to acting as a Bitcoin custodian.

Response:
We have revised the Information Statement as requested. Please see the discussion on page 57 of the Information Statement.

Conflict of Interest,
page 58

 21. On page 59, you disclose that the “Trust no longer trades with Grapefruit Trading LLC”
and that “[o]fficers of the Sponsor do not engage in trading Bitcoin with the Trust.” Please disclose whether you have
any written policies with respect thereto and describe the material provisions of any such policies. In this regard, we note your
disclosure on page 58 that the “Sponsor has not established formal procedures to resolve all potential conflicts of interest.”

Response:
We have revised the Information Statement as requested. Please see the discussion on page 59 of the Information Statement.

 22. We note your response to our prior comment 35. Please quantify any significant ownership of
Bitcoin or positions therein by the affiliates of the Sponsor.

Response: We have revised the Information Statement to provide additional disclosure regarding Bitcoin ownership by officers, employees and/or affiliates of the Sponsor and the potential conflicts that may arise.  Please see the discussion on page 59 of the Information Statement. We respectively assert that disclosure quantifying the personal holdings of, or positions in, Bitcoin by officers, employees and/or affiliates of the Sponsor is not required disclosure.

Principal Unitholders

Issuance of Units,
page 61

 23. Please include an illustrative example of the method the Trust uses to determine the number
of Units to be issued in connection with each purchase order, quantitatively showing the result for each step on pages 60-61. Assume
the purchase was made on the most recent practicable date and is in the amount of initial investment minimum. In addition, in your
response to us, explain under what circumstances the Cash Difference could reflect a

David Lin, Esq.

January 26, 2022

Page 8

United States securities and exchange commission logo
November 29, 2021
Gregory D. King
Chief Executive Officer
Osprey Bitcoin Trust
520 White Plains Road, Suite 500
Tarrytown, NY 10591
Re:Osprey Bitcoin Trust
Amendment No. 1 to Registration Statement on Form 10-12G
Filed September 13, 2021
File No. 000-56307
Dear Mr. King:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 10-12G
Cover Page
1.We note your response to our prior comment 2.  Please revise the discussions on the cover
page and summary that discuss the differences between an investment in your Units and a
direct investment in bitcoin to also:
•Explicitly state that a purchase of these units is only an indirect investment in bitcoin
and
•Mention as one of the differences the fact that the Units trade at a substantial
premium over, or substantial discount to, the NAV per Unit.
2.We note your response to our prior comment 51.  Please revise the second paragraph of
the cover page to plainly state that to date the Trust has not met its investment objective,
and briefly provide quantitative disclosure explaining this, such as you provide in the third
and fourth sentences of the first paragraph on page 50.  Provide similar disclosure in the

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
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 FirstName LastNameGregory D. King
Osprey Bitcoin Trust
November 29, 2021
Page 2
discussion of your investment objective in the Key Operating Metrics section and on page
3 of the Summary.
Opening Page, page i
3.We note disclosure on numerous pages in the filing that the investment objective of the
Trust is measured by reference to Coin Metrics CMBI Bitcoin Index.  We also note
disclosure on page 21 that Coinbase Pro is the basis for evaluating whether the Trust is
achieving its investment objective.  Please revise to clarify the measurement basis of the
Trust’s investment objective.
Key Operating Metrics, page 1
4.Please refer to comment 8.  We note you deleted the reference to the use of a non-GAAP
methodology in your revised disclosures.  However, you continue to include disclosure on
page 2 that Bitcoin Holdings and Bitcoin Holdings per Unit are not measures calculated in
accordance with GAAP.  Please revise to more clearly explain why these measures are not
calculated in accordance with GAAP.  To the extent you have non-GAAP financial
measures, please revise to disclose the information required by Item 10(e) of Regulation
S-K.  Additionally, please revise to ensure your disclosure throughout the filing clearly
distinguishes if a fair value metric is GAAP or non-GAAP measure.
Summary, page 3
5.We note your response to our prior comment 5 and your disclosure that the Sponsor has
general discretion to determine the principal market for purposes of valuing Additional
Currency and that the Sponsor will identify the principal market in accordance with
GAAP.  Please describe what considerations or procedures, if any, the Sponsor will use in
identifying the principal market for valuing Additional Currency.  In addition, describe
what you mean when you say that the Sponsor "will identify the principal market in
accordance with GAAP."
Risk Factors, page 7
6.Please add a separately captioned risk factor addressing the fact that, as you state on page
59, officers of the Sponsor may take positions in their personal trading accounts which are
opposite of the positions taken for the Trust.
The value of the Units relates directly to the value of Bitcoins, the value of which may be highly
volatile and subject to fluctuations, page 15
7.We note your response to our prior comment 11.  Please revise this risk factor to also
quantitatively disclose historic declines in the price of bitcoin such as from the December
2017 high to the December 2018 low and the price decline from May 7, 2021 to May 28,
2021.  In addition, tell us the source of your definitions of low, medium, and high
volatility, and tell us whether these definitions reflect the consensus of the financial

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 Comapany NameOsprey Bitcoin Trust
 November 29, 2021 Page 3
 FirstName LastNameGregory D. King
Osprey Bitcoin Trust
November 29, 2021
Page 3
industry.
The security of our Bitcoin Holdings cannot be assured, page 22
8.We note your response to our prior comment 15.  Please disclose examples of how
an action taken by the Custodian that may be necessary or advisable to secure the digital
assets or accounts of the Trust or enhance the ability of the Custodian’s ability to secure
the Trust’s assets, could cause loss.
Risk Factors Related to the Regulation of the Trust and the Units, page 27
9.We note your response to our prior comment 16.  While we note that you have disclosed
material regulatory risks in separately captioned risk factors, we also note that you have
removed disclosure regarding numerous regulatory positions, actions, and publications
that were previously disclosed on pages 24 through 26 of the information statement filed
on July 8, 2021.  Please include disclosure regarding these matters in your information
statement, as part of appropriate risk factors, or tell us why these matters do not represent
material information for investors.
Digital assets are not insured or guaranteed by any government or government agency, page 30
10.We note that the body of this risk factor does not match its heading. Please separate this
into two risk factors, one addressing the subject matter currently found in the heading, and
one addressing the subject matter currently found in the body.
Overview of the Bitcoin Industry and Market
Bitcoin Value, page 38
11.We note your responses to our prior comments 18 and 26 and we reissue.  It does not
appear that you have provided a materially complete description of the operation of the
Index.  Please revise to include materially complete descriptions of the methodology
utilized by the Index Provider to select a Bitcoin exchange for inclusion in the Index and
the methodology used to calculate the index.
Bitcoin Exchange Public Market Data, page 39
12.We note your response to our prior comment 17.  Please revise your discussion of the
domicile, regulation and legal compliance of the Bitcoin exchanges included in the Index
to discuss the extent to which each of the exchanges is in compliance with applicable U.S.
federal and state licensing requirements and practices regarding AML and KYC
regulations.
13.We note your response to our prior comment 19 and revised disclosure that that bitflyer’s
BTC-USD market was removed and Binance’s BTC-USD market was added to the CMBI
Bitcoin Index.  Please disclose the reasoning and results related to the Index Provider’s
Market Selection Framework, volume analysis and empirical testing of data that led to
these decisions.

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 November 29, 2021 Page 4
 FirstName LastNameGregory D. King
Osprey Bitcoin Trust
November 29, 2021
Page 4
Government Oversight - Regulation of Bitcoin, page 42
14.We note your response to our prior comment 27.  Revise the discussion "Foreign Legal
and Regulatory Treatment of Bitcoin" to discuss specific regulatory actions by South
Korea, India, and China.  In addition, we are unable to locate responsive risk factor
disclosure addressing specific regulatory changes or actions in foreign jurisdictions that
may have impacted the price of Bitcoin or may impact it in the future.  Please advise.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
44
15.Please revise to disclose your critical accounting estimates.  Refer to Item 303(b)(3) of
Regulation S-K.
Review of Financial Results, page 46
16.Please revise to discuss any material changes in the results of operations for the most
recent fiscal quarter and the corresponding fiscal quarter in the preceding fiscal year.
Refer to Item 303(b)(2) of Regulation S-K.
The Sponsor
Index Provider Agreement, page 54
17.We note your response to our prior comment 25.  Revise this section to also state how you
currently use the Index.  You state here that the agreement governs the Sponsor’s use of
the Index for calculation of the value of the Trust’s Bitcoin Holdings; however you state
in several places, including on pages 2 and 66 that you relied on the Index to determine
the value of your Bitcoin and to determine the Trust’s NAV prior to May 18, 2021, and
you indicate in several places, including on page 4, that the Trust currently values its
Bitcoins by reference to the Bitcoin Market Price, which is the market price of Bitcoin
traded on Coinbase Pro.
18.We note your response to our prior comment 32 and your disclosure that you will notify
Unitholders of material changes to Index methodology or composition, upon being
notified of such change by the Index Provider, through a filing on the SEC’s EDGAR
system.  Disclose whether you anticipate this will be through filing a current report.
Management of the Sponsor, page 55
19.Please revise to disclose the specific roles and duties of the Sponsor's advisory board, as
referenced on its website, and identify the board members.  Clarify whether the advisory
board receives any compensation for its services.
The Custodian, page 57
20.We note your response to our prior comment 37 and reissue in part.  Please briefly discuss
the experience of Fidelity Digital Asset Services, LLC with respect to acting as a Bitcoin

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 November 29, 2021 Page 5
 FirstName LastNameGregory D. King
Osprey Bitcoin Trust
November 29, 2021
Page 5
custodian.
Conflicts of Interest, page 58
21.On page 59, you disclose that the "Trust no longer trades with Grapefruit Trading LLC"
and that "[o]fficers of the Sponsor do not engage in trading Bitcoin with the Trust."
Please disclose whether you have any written policies with respect thereto and describe
the material provisions of any such policies.  In this regard, we note your disclosure on
page 58 that the "Sponsor has not established formal procedures to resolve all potential
conflicts of interest."
22.We note your response to our prior comment 35.  Please quantify any significant
ownership of Bitcoin or positions therein by the affiliates of the Sponsor.
Principal Unitholders
Issuance of Units, page 61
23.Please include an illustrative example of the method the Trust uses to determine the
number of Units to be issued in connection with each purchase order, quantitatively
showing the result for each step on pages 60-61.  Assume the purchase was made on the
most recent practicable date and is in the amount of the initial investment minimum.  In
addition, in your response to us, explain under what circumstances the Cash Difference
could reflect a material amount of the purchase price, providing an example as necessary,
and provide a separately captioned risk factor if the Cash Difference in some instances
could reflect a material amount of the purchase price, or tell us why this is not necessary.
Description Of The Units
Removal of Transfer Agent Legend, page 62
24.We note your revised disclosure in response to our prior comment 41 regarding
certain representations that are required to be made to counsel as part of the legend
removal process.  In this regard:
•Describe the analysis, processes and procedures the Sponsor undertakes to make the
representation that the Sponsor is aware of no circumstances in which the Unitholder
would be considered an underwriter or engaged in the distribution of securities for the
Trust;
•Describe any procedures the Sponsor has in place to ensure that none of the identified
selling Unitholders is an affiliate of the Sponsor; and
•Clarify whether the Unitholders will be required to make any representations or
whether they will come solely from the Sponsor.
Valuation of Bitcoin and Determination of Bitcoin Holdings, page 66
25.Please revise your disclosure at the bottom of page 67 to disclose the persons comprising
the Pricing Committee and identify the Pricing Committee Chair.  Please also briefly
discuss the roles and responsibilities of the Pricing Committee and clarify whether they

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 November 29, 2021 Page 6
 FirstName LastNameGregory D. King
Osprey Bitcoin Trust
November 29, 2021
Page 6
differ from those of the Valuation Committee, which you reference on page 68.
26.Regarding the disclosure in this section:
•Refer to the first two paragraphs of this section.  Revise your description of the
methodology for selecting the principal market to describe the methodology in
material detail, including any quantifiable criteria;
•Revise this section to separately discuss the methodologies used to select the market
used for determining the Bitcoin Market Price and the market used for determining
NAV.  If the same market will always be used for determining both the Bitcoin
Market Price and NAV, then so state;
•Disclose here how you will inform investors of changes to the market used for
determining the Bitcoin Market Price and NAV;
•Revise to explain what you mean by "the primary methodology used to determine the
Bitcoin Market Price"; and
•In your discussion of the cascading set of rules used to determine the Bitcoin Market
Price if the primary methodology used to determine the Bitcoin Market Price is not
an appropriate basis for valuation of the Trust’s bitcoins, explain what you are
referring to by the phrases "the applicable assets," "the value of an asset or liability,"
and "the same digital assets."  If you are referring to bitcoin in each of these cases,
please so state.
Description of the Trust Documents
Description of the Trust Agreement, page 70
27.We note your revised disclosure in response to our comment 40.  As previously requested,
please revise to disclose any questions as to enforceability with respect to this provision.
Furthermore, noting your disclosure on page 71 that Section 7.4 of the Trust Agreement
“does not apply to derivative actions brought in the name of the Trust under the federal
securities laws and the rules and regulations thereunder,” please ensure that the provision
states this clearly, or tell us how you will inform investors in future filings that the
provision does not apply to any actions arising under the federal securities laws.  Refer to
the third and fifth bullets, respectively, in our prior comment 40.
Description of the Custodial Services Agreement, page 74
28.We note your response to our prior comment 47, including your revised disclosure that the
"Sponsor relies on the Custodian’s SOC1 audit of internal controls to validate the
existence of the Trust’s Bitcoin at the Custodian."  Please revise to describe what a "SOC1
audit" is, what it entails, and how it relates to the Custodian’s audit of internal controls.  In
addition, add a separately captioned risk factor addressing risks attendant to the fact that
the Trust does not have audit or inspection rights under the Custodial Services Agreement.
Investment Transactions and Revenue Recognition, page F-10
29.Please revise as needed to ensure your accounting policy related to the calculation of

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 November 29, 2021 Page 7
 FirstName LastNameGregory D. King
Osprey Bitcoin Trust
November 29, 2021
Page 7
realized gains and losses

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

        David A. Sirignano

        Partner

        +1.202.739.5420

        david.sirignano@morganlewis.com

    September 10, 2021

VIA EDGAR AS CORRESPONDENCE

David Lin, Esq.

Staff Attorney

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Osprey Bitcoin Trust

    Registration Statement on Form 10-12G

    Filed July 8, 2021

    File No. 000-56307

Dear Mr. Lin:

On behalf of Osprey
Bitcoin Trust, a Delaware statutory trust (the “Trust”), we are responding to the comments of the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) contained in its letter
dated August 5, 2021 (the “Comment Letter”), relating to the above-referenced filing of the Trust’s Registration
Statement on Form 10-12G (the “Form 10-12G”). The Trust is also filing concurrently herewith Amendment No. 1
to the Form 10-12G (“Amendment No. 1”) with this response letter.

Set forth below are
the Trust’s responses to the Staff’s comments. The responses set forth below are based upon information provided by
the Trust. For the convenience of the Staff, the responses contained herein utilize the numbering of the comments and the headings
used in the Comment Letter. References to page numbers in the responses below are to the applicable pages of Exhibit 99.1 to Amendment
No. 1 (the “Information Statement”). Capitalized terms used but not defined herein have the meanings set forth in Amendment
No. 1 and the Information Statement.

Form 10-12G filed
July 8, 2021

Key Operating Metrics,
page 2

David Lin, Esq.

September 10, 2021

Page 2

 1. Based on disclosure on the facing page, page 2 and in the notes to the financial statements,
it appears that the principal market to measure fair value of your Bitcoin was Coin Metrics CMBI Bitcoin Index for all periods
through March 31, 2021. However, it appears that on May 10, 2021, you changed the principal market to Coinbase Pro. If true, please
revise your filing to more clearly disclose that you changed the principal market, the reasons you changed the principal market
and ensure your disclosure is clear throughout the filing, including on page 38, regarding the principal market used to measure
fair value at each period end. Additionally, please disclose the impact to the fair value measurement of your Bitcoin on the date
of change.

Response:
We have revised the Information Statement as requested. Please see the discussion on page 2 of the Information Statement.

Summary,
page 3

 2. We note the disclosure that the purpose of the Trust is to provide investors a cost-effective
and convenient way to invest in Bitcoin. Please revise to clarify that an indirect investment in Bitcoin through your Units may
operate and perform differently from a direct investment in Bitcoin and to summarize the material differences.

Response:
We have incorporated the requested clarification. Please see the discussion on page 3 of the Information Statement.

 3. We note the statement that there can be no guarantee that you will be successful in listing
the Units on a national securities exchange and that any such listing will require the national securities exchange to first receive
approval from the SEC. Revise to additionally state that to date no national securities exchange has received such approval for
any Bitcoin trust. In addition, correct the erroneous cross reference to “There is no guarantee that an active trading market
for the Units will continue to develop.”

Response:
We have revised the disclosure on page 3 of the Information Statement as requested, and corrected the cross reference to refer
to the risk factor “Failure of funds that hold digital assets or that have exposure to digital assets through derivatives
to receive SEC approval to list their shares on exchanges could adversely affect the value of the Units.”

 4. Please disclose in the summary that the Trust is passive and not actively managed, as you state
on page 42.

Response:
We have added the requested disclosure on page 4 of the Information Statement.

David Lin, Esq.

September 10, 2021

Page 3

 5. We note the statement on pages 4 and 5 that “The Trust currently expects that the value
of any such Additional Currency would be determined by reference to the principal market.” Please disclose what discretion
the Trust has in this regard.

Response:
We have incorporated the requested disclosure. Please see the discussion on page 5 of the Information Statement.

 6. Please define Actual Exchange Rate on page 5.

Response: In
response to the Staff’s comment, we have revised the Information Statement to replace the defined term “Actual Exchange
Rate” with “exchange rate at the time of conversion.”

 7. We note the disclosure here that the Trust’s investment objective is for the Units (based
on Bitcoin per Unit) to reflect the value of the Bitcoins held by the Trust, determined by reference to the Index, less the Trust’s
expenses and other liabilities. Please explain how the Trust evaluates its ability to meet the investment objective in light of
the fact that there is currently no secondary trading market or redemption program for the Shares.

Response:
We have incorporated the requested disclosure. Please see the discussion on page 3 of the
Information Statement.

Valuation
of Bitcoin and Bitcoin Holdings, page 3

 8. We note you disclose that the Bitcoin Market Price is calculated using a non-GAAP methodology.
We also note your disclosure on page 2 that appears to indicate that the Bitcoin Market Price is used to measure fair value under
US GAAP. Please revise to more clearly to explain the differences between the fair value measurements used for US GAAP amounts
and for non-GAAP financial measures. To the extent you have non-GAAP financial measures, please revise to disclose the information
required by Item 10(e) of Regulation S-K. Additionally, please revise to ensure your disclosure throughout the filing clearly distinguishes
if a fair value metric is GAAP or non-GAAP measure.

Response:
We have revised the disclosure accordingly throughout the Information Statement.

Additional
Currency, page 4

David Lin, Esq.

September 10, 2021

Page 4

 9. If material, please revise to disclose the fair value of any additional currency held by the trust at
each period end and provide appropriate detail including how it was valued.

Response:
The Trust does not hold, and to date, has not held, any Additional Currency.

Risk Factors,
page 7

 10. Provide separately-captioned risk factors addressing the following:

 • The lack of insurance protection for the Bitcoin that you hold and

 • Because the Units reflect the estimated accrued but unpaid expenses of the Trust, the number
of Bitcoins represented by a Unit will gradually decrease over time as the Trust’s Bitcoins are used to pay the Trust’s
expenses.

Response:
We have added the requested risk disclosure. Please see additional risk factors on pages 25 to 26 of the Information Statement.

The value of the Units
relates directly to the value of Bitcoins, the value of which may be highly volatile and subject to fluctuations..., page 15

 11. Please revise this risk factor to provide quantitative information regarding the volatility
of the price of Bitcoin generally and in recent periods, including the decline in digital asset prices that began in May 2021.

Response:
We have revised the risk disclosure as requested. Please see the discussion on pages 16 to 17 of the Information Statement.

Due to the unregulated
nature and lack of transparency surrounding the operations of Bitcoin exchanges..., page 17

 12. You state that Bitcoin exchanges are relatively new and, in some cases, unregulated. Please
revise to discuss in greater detail the extent to which the material aspects of the business and operations of Bitcoin exchanges
are not regulated. For example, please address the fact that trading platforms for digital assets do not appear to be subject to
regulation in a similar manner as other regulated trading platforms, such as national securities exchanges or designated contract
markets.

Response:
We have augmented the disclosure as requested. Please see additional discussion on page 17 of the Information Statement.

David Lin, Esq.

September 10, 2021

Page 5

Difficulties or limitations
in the processes of issuance and redemption (if any) of Units may interfere with opportunities for arbitrage, page 19

 13. Provide here a quantitative discussion of the historical premiums of the closing price of the
Units quoted on OTCQX (and OTC Markets) over the value of the Trust’s NAV per Unit.

Response:
We have augmented the risk factor discussion and include quantitative information about the Trust’s historical premiums on
page 50 of the Information Statement.

Disruptions at Bitcoin
exchanges and potential consequences of a Bitcoin exchange’s failure..., page 20

 14. Please revise this risk factor to reference your use of the Coinbase Pro Market Price and discuss
any material risks related thereto.

Response:
We have augmented the risk factor as requested. Please see the discussion of potential consequences of disruption to Bitcoin trading
on Coinbase on page 21 of the Information Statement.

The security
of our Bitcoin Holdings cannot be assured, page 21

 15. Revise here and in the Description of the Custodial Services Agreement section beginning on
page 68 to address the following:

 • Explain what is meant by the statement that the Trust must use the Custodian’s service
on an “as is” basis;

 • Explain more fully what is meant by the statement that the Custodian is not liable for any loss
that is caused, directly or indirectly, by any action taken to secure the digital assets or accounts of the Trust; and

 • Discuss the “other exceptions” under the Custodial Services Agreement.

Response:
We have made the requested revisions. Please see the revised discussion of Custodial Services Agreement and related risk factors
on pages 22, 74 and 75 of the Information Statement.

Regulation
of the Bitcoin industry continues to evolve, page 24

 16. We note that this risk factor includes disclosure regarding a number of different regulatory
uncertainties, each of which poses its own distinct set of risks to the business and operations of the Trust. Please revise to
address each of the material regulatory risks in

David Lin, Esq.

September 10, 2021

Page 6

separately
captioned risk factors, in each case clearly identifying the risk or uncertainty and the impact on the Trust.

Response:
We have revised the risk disclosure as requested. Please see separately captioned risk factors on pages 27 to 28 of the Information
Statement under “Risk Factors Related to the Regulation of the Trust and the Units.”

Bitcoin
Exchange Public Market Data, page 37

 17. Please revise to provide more detailed disclosure regarding each of the Bitcoin exchanges referenced
in the table on page 37. In this regard, we note your disclosure that the domicile, regulation and legal compliance of the Bitcoin
exchanges included in the Index varies.

Response:
We have augmented the disclosure as requested. Please see the discussion on pages 39 to 40 to Information Statement.

 18. Please revise to describe the methodology utilized by the Index Provider to select a Bitcoin
exchange for inclusion in the Index.

Response:
We have augmented the disclosure as requested. Please see the discussion on pages 39 to 40 to Information Statement.

 19. Please disclose the extent to which any Bitcoin exchanges have previously been removed from
the Index by the Index Provider and the reasons thereof.

Response:
We have augmented the disclosure as requested. Please see the discussion on pages 39 to 40 to Information Statement.

 20. Please disclose the date that the Index was launched. In addition, to the extent material to
understanding the performance of the Index, please include a chart comparing the historical Index to the prices on the each of
the Bitcoin exchanges included in the Index. Also include a risk factor disclosing any material risks relating to the limited history
of the Index.

Response:
We have augmented the disclosure as requested. Please see the discussion on page 40 to Information Statement.

 21. Update the disclosure in this section, including the exchanges that comprise the index, as of
the most recent practicable date.

David Lin, Esq.

September 10, 2021

Page 7

Response:
We have updated the disclosure as requested on pages 39 to 40 of the Information Statement.

Bitcoin
Market Price, page 38

 22. You disclose that in order to calculate the Bitcoin Market Price, the Sponsor will employ a
cascading set of rules sequentially and in the order as presented, should one or more specific rule(s) fail. You also disclose
that if the Sponsor makes a good faith determination that each sequential rule does not reflect an accurate Bitcoin price, it will
employ the next rule to determine the Bitcoin Market Price. Please revise to disclose any criteria that the Sponsor would use in
making such determination. To the extent such determination will not be based on predefined criteria, state so here, and add a
risk factor addressing attendant risks to investors.

Response:
We have added the requested disclosure. Please see the discussion on pages 67 to 68 of the Information Statement.

 23. Please revise to clarify how you will determine whether a third party’s public data feed
is “reasonably reliable” and clarify what you mean by the phrase “major Bitcoin exchanges,” as you reference
in the second and third sequential rules on page 38.

Response:
We have incorporated the requested clarification. Please see discussion on pages 67 to 68 of the Information Statement.

 24. Please provide illustrative examples regarding how the Sponsor would use its best judgment to
determine a good faith estimate of the Bitcoin Market Price under the last sequential rule, as disclosed on page 39.

Response:
We changed our pricing procedures as disclosed on pages 67 to 68  of the Information Statement. The
new procedures contain a description of Pricing Committee actions in the event we cannot reasonably
rely on the price provided by our principal or secondary market.

 25. You state on page 52 that the Sponsor uses the Index to calculate the Bitcoin Market Price,
however there is no discussion of that in this section. Please reconcile these disclosures and expand your disclosure here as necessary.

Response:
We have reconciled the disclosures. Please see the discussion on page 54 of the Information Statement.

 26. Here, or in another appropriate place, describe the methodology the Index Provider uses to determine
the Index.

David Lin, Esq.

September 10, 2021

Page 8

Response:
We have added the requested disclosure. Please see the discussion on page 39 of the Information Statement.

Government
Oversight - Regulation of Bitcoin, page 40

 27. Please revise this section to discuss specific regulatory changes or actions in foreign jurisdictions
that may have impacted the price of Bitcoin or may impact it in the future. In addition, add a separately captioned risk factor
discussing these matters.

Response:
We have added the requested disclosure. Please see the discussion on pages 42 to 43 of the Information Statement and additional risk
factor on page 29 of the Information Statement.

Historical
Bitcoin Holdings and Bitcoin Prices, page 46

 28. Please update the disclosure in this section to reflect the most recent practicable date.

Response:
We updated the disclosure as requested. Please see the discussion on page 49  of the Information Statement.

Description
of the Trust, page 50

 29. Please disclose he

United States securities and exchange commission logo
August 5, 2021
Gregory D. King
Chief Executive Officer
Osprey Bitcoin Trust
520 White Plains Road, Suite 500
Tarrytown, NY 10591
Re:Osprey Bitcoin Trust
Registration Statement on Form 10-12G
Filed July 8, 2021
File No. 000-56307
Dear Mr. King:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Form 10-12G filed July 8, 2021
Key Operating Metrics, page 2
1.Based on disclosure on the facing page, page 2 and in the notes to the financial statements,
it appears that the principal market to measure fair value of your Bitcoin was Coin Metrics
CMBI Bitcoin Index for all periods through March 31, 2021.  However, it appears that on
May 10, 2021, you changed the principal market to Coinbase Pro.  If true, please revise
your filing to more clearly disclose that you changed the principal market, the reasons you
changed the principal market and ensure your disclosure is clear throughout the filing,
including on page 38, regarding the principal market used to measure fair value at each
period end.  Additionally, please disclose the impact to the fair value measurement of your
Bitcoin on the date of change.

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 August 5, 2021 Page 2
 FirstName LastNameGregory D. King
Osprey Bitcoin Trust
August 5, 2021
Page 2
Summary, page 3
2.We note the disclosure that the purpose of the Trust is to provide investors a cost-effective
and convenient way to invest in Bitcoin.  Please revise to clarify that an indirect
investment in Bitcoin through your Units may operate and perform differently from a
direct investment in Bitcoin and to summarize the material differences.
3.We note the statement that there can be no guarantee that you will be successful in listing
the Units on a national securities exchange and that any such listing will require the
national securities exchange to first receive approval from the SEC.  Revise to
additionally state that to date no national securities exchange has received such approval
for any Bitcoin trust.  In addition, correct the erroneous cross reference to “There is no
guarantee that an active trading market for the Units will continue to develop.”
4.Please disclose in the summary that the Trust is passive and not actively managed, as you
state on page 42.
5.We note the statement on pages 4 and 5 that "The Trust currently expects that the value of
any such Additional Currency would be determined by reference to the principal market."
Please disclose what discretion the Trust has in this regard.
6.Please define Actual Exchange Rate on page 5.
7.We note the disclosure here that the Trust’s investment objective is for the Units (based on
Bitcoin per Unit) to reflect the value of the Bitcoins held by the Trust, determined by
reference to the Index, less the Trust’s expenses and other liabilities.  Please explain how
the Trust evaluates its ability to meet the investment objective in light of the fact that there
is currently no secondary trading market or redemption program for the Shares.
Valuation of Bitcoin and Bitcoin Holdings, page 3
8.We note you disclose that the Bitcoin Market Price is calculated using a non-GAAP
methodology.  We also note your disclosure on page 2 that appears to indicate that the
Bitcoin Market Price is used to measure fair value under US GAAP.   Please revise to
more clearly explain the differences between the fair value measurements used for US
GAAP amounts and for non-GAAP financial measures.  To the extent you have non-
GAAP financial measures, please revise to disclose the information required by Item 10(e)
of Regulation S-K.  Additionally, please revise to ensure your disclosure throughout the
filing clearly distinguishes if a fair value metric is GAAP or non-GAAP measure.
Additional Currency, page 4
9.If material, please revise to disclose the fair value of any additional currency held by the
trust at each period end and provide appropriate detail including how it was valued.

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 August 5, 2021 Page 3
 FirstName LastNameGregory D. King
Osprey Bitcoin Trust
August 5, 2021
Page 3
Risk Factors, page 7
10.Provide separately-captioned risk factors addressing the following:
•The lack of insurance protection for the Bitcoin that you hold and
•Because the Units reflect the estimated accrued but unpaid expenses of the Trust, the
number of Bitcoins represented by a Unit will gradually decrease over time as the
Trust’s Bitcoins are used to pay the Trust’s expenses.
The value of the Units relates directly to the value of Bitcoins, the value of which may be highly
volatile and subject to fluctuations..., page 15
11.Please revise this risk factor to provide quantitative information regarding the volatility of
the price of Bitcoin generally and in recent periods, including the decline in digital asset
prices that began in May 2021.
Due to the unregulated nature and lack of transparency surrounding the operations of Bitcoin
exchanges..., page 17
12.You state that Bitcoin exchanges are relatively new and, in some cases, unregulated.
Please revise to discuss in greater detail the extent to which the material aspects of the
business and operations of Bitcoin exchanges are not regulated.  For example, please
address the fact that trading platforms for digital assets do not appear to be subject to
regulation in a similar manner as other regulated trading platforms, such as national
securities exchanges or designated contract markets.
Difficulties or limitations in the processes of issuance and redemption (if any) of Units may
interfere with opportunities for arbitrage, page 19
13.Provide here a quantitative discussion of the historical premiums of the closing price of
the Units quoted on OTCQX (and OTC Markets) over the value of the Trust’s NAV per
Unit.
Disruptions at Bitcoin exchanges and potential consequences of a Bitcoin exchange's failure...,
page 20
14.Please revise this risk factor to reference your use of the Coinbase Pro Market Price and
discuss any material risks related thereto.
The security of our Bitcoin Holdings cannot be assured, page 21
15.Revise here and in the Description of the Custodial Services Agreement section beginning
on page 68 to address the following:
•Explain what is meant by the statement that the Trust must use the Custodian’s
service on an “as is” basis;
•Explain more fully what is meant by the statement that the Custodian is not liable for
any loss that is caused, directly or indirectly, by any action taken to secure the digital

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 August 5, 2021 Page 4
 FirstName LastNameGregory D. King
Osprey Bitcoin Trust
August 5, 2021
Page 4
assets or accounts of the Trust; and
•Discuss the "other exceptions" under the Custodial Services Agreement.
Regulation of the Bitcoin industry continues to evolve, page 24
16.We note that this risk factor includes disclosure regarding a number of different regulatory
uncertainties, each of which poses its own distinct set of risks to the business and
operations of the Trust.  Please revise to address each of the material regulatory risks
in separately captioned risk factors, in each case clearly identifying the risk or uncertainty
and the impact on the Trust.
Bitcoin Exchange Public Market Data, page 37
17.Please revise to provide more detailed disclosure regarding each of the Bitcoin exchanges
referenced in the table on page 37.  In this regard, we note your disclosure that the
domicile, regulation and legal compliance of the Bitcoin exchanges included in the Index
varies.
18.Please revise to describe the methodology utilized by the Index Provider to select a
Bitcoin exchange for inclusion in the Index.
19.Please disclose the extent to which any Bitcoin exchanges have previously been removed
from the Index by the Index Provider and the reasons thereof.
20.Please disclose the date that the Index was launched.  In addition, to the extent material to
understanding the performance of the Index, please include a chart comparing the
historical Index to the prices on the each of the Bitcoin exchanges included in the Index.
Also include a risk factor disclosing any material risks relating to the limited history of the
Index.
21.Update the disclosure in this section, including the exchanges that comprise the index, as
of the most recent practicable date.
Bitcoin Market Price, page 38
22.You disclose that in order to calculate the Bitcoin Market Price, the Sponsor will employ
a cascading set of rules sequentially and in the order as presented, should one or more
specific rule(s) fail.  You also disclose that if the Sponsor makes a good faith
determination that each sequential rule does not reflect an accurate Bitcoin price, it will
employ the next rule to determine the Bitcoin Market Price.  Please revise to disclose
any criteria that the Sponsor would use in making such determination.  To the extent such
determination will not be based on predefined criteria, state so here, and add a risk factor
addressing attendant risks to investors.
23.Please revise to clarify how you will determine whether a third party's public data feed is
"reasonably reliable" and clarify what you mean by the phrase "major Bitcoin
exchanges," as you reference in the second and third sequential rules on page 38.

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 August 5, 2021 Page 5
 FirstName LastNameGregory D. King
Osprey Bitcoin Trust
August 5, 2021
Page 5
24.Please provide illustrative examples regarding how the Sponsor would use its best
judgment to determine a good faith estimate of the Bitcoin Market Price under the last
sequential rule, as disclosed on page 39.
25.You state on page 52 that the Sponsor uses the Index to calculate the Bitcoin Market
Price, however there is no discussion of that in this section.  Please reconcile these
disclosures and expand your disclosure here as necessary.
26.Here, or in another appropriate place, describe the methodology the Index Provider uses to
determine the Index.
Government Oversight - Regulation of Bitcoin, page 40
27.Please revise this section to discuss specific regulatory changes or actions in foreign
jurisdictions that may have impacted the price of Bitcoin or may impact it in the future.  In
addition, add a separately captioned risk factor discussing these matters.
Historical Bitcoin Holdings and Bitcoin Prices, page 46
28.Please update the disclosure in this section to reflect the most recent practicable date.
Description of the Trust, page 50
29.Please disclose here when, where, and how frequently you will publish NAV per Unit.
Hypothetical Expense Example, page 50
30.We note your statement that the table on page 49 "does not show the effect of any waivers
of the Management Fee that may be in effect from time to time"  Please describe the
circumstances under which the Management Fee may be waived from time to time.
The Index Provider Agreement, page 52
31.Please revise to explain in what way the Index Provider has agreed to indemnify the
sponsor.
32.Here, or in an appropriate place, disclose how you will notify Unitholders of material
changes to the Index calculation methodology or composition.
The Sponsor's Role, page 52
33.Please disclose the extent to which the Sponsor has discretion to select a different index.
The Transfer Agent's Role, page 54
34.You disclose that the "Sponsor directs the Transfer Agent to credit the number of Creation
Baskets to the investor on behalf of which an Authorized Participant submitted a creation
order," and that the "Transfer Agent will issue Creation Baskets."  Please revise to define
the terms "Authorized Participant" and "Creation Baskets."  We note similar references on

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 August 5, 2021 Page 6
 FirstName LastNameGregory D. King
Osprey Bitcoin Trust
August 5, 2021
Page 6
pages 58, 59, and 63.  To the extent you intend to issue Units through Authorized
Participants, please revise to provide detailed disclosure regarding the same.
Conflicts of Interest, page 55
35.Please quantify any significant ownership of Bitcoin by the Sponsor, any affiliates
thereof, or the Initial Purchaser.
36.We note your disclosure that the "Initial Purchaser, through the proprietary Bitcoin trading
firm he operates may engage in Bitcoin trading with the Trust entities."  Please also
disclose whether the Sponsor or its affiliates, on its or their own account, may engage in
Bitcoin purchase or sale transactions with you.  If so, please revise to disclose the
attendant risks related to the foregoing.
The Custodian, page 55
37.We note that Fidelity Digital Asset Services, LLC will serve as the Trust's Bitcoin
custodian.  Please briefly discuss the experience and qualifications of Fidelity Digital
Asset Services, LLC with respect to acting as a Bitcoin custodian.  Additionally, please
advise if, to your knowledge, Fidelity Digital Asset Services, LLC has ever been the target
of a material cyber-attack or other act which resulted in a breach of a digital asset
custodial account and any digital asset loss.
Principal Unitholders, page 56
38.Please disclose the natural person(s) who directly or indirectly exercise sole or shared
voting or investment control over the Units held by Celsius Network Ltd.  Refer to Item
403 of Regulation S-K and Exchange Act Rule 13d-3.
The Initial Purchaser, page 56
39.You disclose that the "biggest investor" in the Trust was the Initial Purchaser as of
December 31, 2020.  Please revise to identify the Initial Purchaser and briefly discuss the
nature of such investments.  Also revise to identify the "Individual Purchaser," as
referenced in the second paragraph of this section.
Description of the Units, page 57
40.We note that section 7.1 of the Second Amended and Restated Declaration of Trust and
Trust Agreement filed as Exhibit 4.1 includes a provision that limits the rights of
Unitholders to bring a derivative action.  Please revise to address the following:
•Include risk factor disclosure highlighting the material risks related to this provision,
including how it will impact your investors and the difficulties that Unitholders may
have in attempting to locate other Unitholders to reach the 10% threshold for
derivative actions;
•Revise the risk factor "As a Unitholder, you will not have the rights normally
associated with ownership of Units of other types of investment vehicles" on page 22

 FirstName LastNameGregory D. King
 Comapany NameOsprey Bitcoin Trust
 August 5, 2021 Page 7
 FirstName LastNameGregory D. King
Osprey Bitcoin Trust
August 5, 2021
Page 7
to appropriately reflect this provision;
•Disclose any questions as to enforceability under federal and state law;
•Clarify whether this provision applies to claims under the federal securities laws; and
•If the provision does not apply to actions arising under the federal securities laws,
ensure that the provision states this clearly, or tell us how you will inform investors in
future filings that the provision does not apply to any actions arising under the federal
securities laws.
Transfer Restrictions, page 59
41.Please disclose whether the Unitholder must make a request to have the legend removed.
If not, please explain the reasons for removing the legends in the absence of request.  Also
please revise to disclose any