Osprey Bitcoin Trust Files S-1/A for Cboe BZX Listing
Ticker: OBTC · Form: S-1/A · Filed: Oct 7, 2025 · CIK: 1767057
Sentiment: mixed
Topics: Bitcoin Trust, S-1/A Filing, Cboe BZX Listing, Cryptocurrency Investment, Emerging Growth Company, NAV Discount/Premium, Digital Assets
Related Tickers: OBTC, GBTC, BITO
TL;DR
**OBTC's S-1/A filing for a Cboe BZX listing is a bullish move, signaling increased liquidity and a potential end to its wild NAV swings, making it a more viable Bitcoin investment.**
AI Summary
The Osprey Bitcoin Trust (OBTC) filed an S-1/A on October 6, 2025, to register an indeterminate number of Shares for continuous offering and up to 356,902 Shares for sale by Selling Shareholders. The Trust, a Delaware statutory trust, aims to reflect the performance of Bitcoin, as measured by the CME CF Bitcoin Reference Rate – New York Variant, less expenses. It will list Shares on Cboe BZX Exchange, Inc. under the symbol "OBTC," moving from its previous OTCQX listing where its market price has historically diverged significantly from NAV, ranging from a 240% premium on February 16, 2021, to a -46.08% discount on November 18, 2022. The Trust issues and redeems Shares in Baskets of 10,000 units, exclusively through Authorized Participants, in exchange for Bitcoin or cash. Osprey Funds, LLC serves as the Sponsor, with Coinbase Custody Trust Company, LLC as the Bitcoin Custodian and U.S. Bank National Association as the Cash Custodian. The Trust is an "emerging growth company" and is not registered under the Investment Company Act of 1940 or regulated by the CFTC.
Why It Matters
This S-1/A filing is crucial for investors as it signals OBTC's intent to transition from OTCQX to a major exchange, Cboe BZX, which could significantly improve liquidity and narrow the historical NAV discount/premium that has plagued its OTCQX trading, impacting investor returns. The move intensifies competition within the Bitcoin ETF/Trust space, challenging established players like Grayscale Bitcoin Trust (GBTC) by offering a potentially more accessible and regulated investment vehicle. For employees and customers, the shift to a regulated exchange enhances transparency and trust, potentially attracting a broader institutional and retail investor base. The broader market will watch closely to see if this listing can stabilize OBTC's market price closer to its NAV, setting a precedent for other crypto-backed products seeking mainstream adoption.
Risk Assessment
Risk Level: high — The Trust explicitly states that its Shares have historically varied wildly from NAV, with a 240% premium on February 16, 2021, and a -46.08% discount on November 18, 2022, indicating significant price volatility and tracking error. Furthermore, the Trust is not registered under the Investment Company Act of 1940 and the Sponsor is not regulated by the SEC as an investment adviser, nor is it a commodity pool regulated by the CFTC, exposing investors to less regulatory oversight compared to traditional investment vehicles.
Analyst Insight
Investors should monitor OBTC's trading performance closely post-listing on Cboe BZX to assess if the arbitrage mechanism effectively narrows the NAV discount/premium. Consider waiting for a period of stable trading closer to NAV before initiating a position, as historical volatility suggests significant price risk.
Financial Highlights
- total Assets
- N/A
- total Debt
- N/A
Key Numbers
- 356,902 — Shares offered by Selling Shareholders (The Trust will not receive proceeds from these sales.)
- 10,000 — Shares per Basket (Minimum block for creation and redemption by Authorized Participants.)
- 240% — Highest premium over NAV (Observed on OTCQX for OBTC Shares on February 16, 2021.)
- -46.08% — Lowest discount to NAV (Observed on OTCQX for OBTC Shares on November 18, 2022.)
- 2025-10-06T00:00:00.000Z — Filing Date (Date of the S-1/A amendment.)
Key Players & Entities
- Osprey Bitcoin Trust (company) — Registrant and issuer of Shares
- Osprey Funds, LLC (company) — Sponsor of the Trust
- Coinbase Custody Trust Company, LLC (company) — Bitcoin Custodian for the Trust
- U.S. Bank National Association (company) — Cash Custodian for the Trust
- Cboe BZX Exchange, Inc. (company) — Intended Listing Exchange for OBTC Shares
- Gregory D. King (person) — Chief Executive Officer of Osprey Funds, LLC
- SEC (regulator) — U.S. Securities and Exchange Commission
- CFTC (regulator) — Commodity Futures Trading Commission
- Morgan, Lewis & Bockius LLP (company) — Legal counsel for the Registrant
- Delaware Statutory Trust Act (regulator) — Governing law for the Trust's formation
FAQ
What is the Osprey Bitcoin Trust's investment objective?
The Osprey Bitcoin Trust's investment objective is for its Shares to reflect the performance of Bitcoin, as measured by the CME CF Bitcoin Reference Rate – New York Variant, less the Trust's expenses and other liabilities. It is a passive investment vehicle that does not use leverage or derivatives.
Where will Osprey Bitcoin Trust (OBTC) Shares be listed for trading?
The Osprey Bitcoin Trust intends to list its Shares on Cboe BZX Exchange, Inc. under the ticker symbol "OBTC." Previously, the Shares were quoted on OTC Markets Group, Inc.'s OTCQX Best Marketplace.
What is the historical performance of OBTC's market price relative to its Net Asset Value (NAV)?
Historically, OBTC's market price on OTCQX has shown significant divergence from its NAV, ranging from a premium as high as 240% on February 16, 2021, to a discount as low as -46.08% on November 18, 2022.
Who are the key service providers for the Osprey Bitcoin Trust?
Key service providers for the Osprey Bitcoin Trust include Osprey Funds, LLC as the Sponsor, CSC Delaware Trust Company as the Trustee, Coinbase Custody Trust Company, LLC as the Bitcoin Custodian, and U.S. Bancorp Fund Services, LLC as the Trust Administrator and Transfer Agent.
How are Shares of the Osprey Bitcoin Trust created and redeemed?
Shares are issued and redeemed only in Baskets of 10,000 units by registered broker-dealers known as Authorized Participants. These transactions can occur in exchange for Bitcoin or cash, with the Trust responsible for selecting third-parties for Bitcoin delivery/receipt in cash transactions.
Is the Osprey Bitcoin Trust regulated as an investment company or commodity pool?
No, the Osprey Bitcoin Trust is not an investment company registered under the Investment Company Act of 1940, nor is it a commodity pool for purposes of the Commodity Exchange Act of 1936. The Sponsor is also not registered as an investment adviser with the SEC or a commodity pool operator with the CFTC.
What is the role of the Sponsor, Osprey Funds, LLC?
Osprey Funds, LLC, as the Sponsor, is responsible for the day-to-day administration of the Trust, including preparing reports, selecting service providers, instructing the Bitcoin Custodian for fee payments, and distributing proceeds upon dissolution.
What are the primary risks of investing in Osprey Bitcoin Trust Shares?
Investing in OBTC Shares involves significant risks, including the historical volatility and divergence of the market price from NAV, the lack of registration under the Investment Company Act, and the inherent risks associated with Bitcoin price fluctuations and the digital asset market.
What is an 'emerging growth company' in the context of the Osprey Bitcoin Trust?
The Osprey Bitcoin Trust is an 'emerging growth company' under the JOBS Act, meaning it is subject to reduced public company reporting requirements under U.S. federal securities laws, which could impact the amount of information available to investors.
Will the Trust receive any proceeds from the sale of Shares by Selling Shareholders?
No, the Trust will not receive any proceeds from the sale of up to 356,902 Shares offered by the Selling Shareholders named in the prospectus.
Risk Factors
- Volatility of Bitcoin Prices [high — market]: The value of Bitcoin can fluctuate significantly and rapidly. The Trust's Net Asset Value (NAV) is directly tied to the price of Bitcoin, meaning that a substantial decrease in Bitcoin's price could lead to a substantial decrease in the Trust's NAV and the market price of its Shares.
- Evolving Regulatory Landscape [high — regulatory]: The regulatory framework for digital assets, including Bitcoin, is still developing and subject to change. New regulations or changes to existing ones could adversely affect the Trust's operations, the value of Bitcoin, or the ability to offer Shares.
- Custody and Security Risks [high — operational]: The Trust relies on third-party custodians, such as Coinbase Custody Trust Company, LLC, to hold the Bitcoin. Any failure of these custodians to secure the Bitcoin, or any cyberattacks targeting them, could result in a loss of assets.
- Divergence of Market Price from NAV [medium — market]: Historically, OBTC Shares have traded at significant premiums and discounts to their NAV on the OTCQX market, with a peak premium of 240% and a low discount of -46.08%. While listing on Cboe BZX aims to improve this, there is no guarantee the market price will accurately reflect NAV.
- Limited Operating History [low — financial]: As an emerging growth company, the Trust has a limited operating history. This lack of long-term performance data makes it difficult for investors to assess its potential future performance and risks.
- Lack of Registration under Investment Company Act [medium — legal]: The Trust is not registered as an investment company under the Investment Company Act of 1940. This means it is not subject to the same regulatory oversight and investor protections as registered investment companies.
- Reliance on Sponsor and Service Providers [medium — operational]: The Trust's operations depend on the Sponsor, Osprey Funds, LLC, and other service providers. Any disruption in their services or failure to perform their duties could negatively impact the Trust.
- Concentration Risk [high — market]: The Trust's sole investment is in Bitcoin. This lack of diversification means that any negative events affecting Bitcoin will directly and significantly impact the Trust.
Industry Context
The digital asset trust market is rapidly evolving, with increasing institutional interest in Bitcoin exposure. Competitors include other Bitcoin ETFs and trusts, each navigating a complex and developing regulatory environment. The success of such products hinges on efficient tracking of Bitcoin's price, robust custody solutions, and investor confidence in regulatory clarity.
Regulatory Implications
The Trust's status as an emerging growth company and its non-registration under the Investment Company Act of 1940 mean it faces fewer regulatory hurdles but also offers fewer investor protections than registered entities. The evolving nature of cryptocurrency regulation presents ongoing compliance challenges and potential risks.
What Investors Should Do
- Review historical premium/discount data to NAV.
- Assess the impact of Bitcoin price volatility on potential returns.
- Evaluate the security and reliability of third-party custodians.
- Monitor regulatory developments in the digital asset space.
Key Dates
- 2025-10-06: Filing of S-1/A Amendment — Indicates the Trust's intent to register an indeterminate number of Shares for continuous offering and up to 356,902 Shares for sale by Selling Shareholders, and its planned listing on Cboe BZX.
Glossary
- S-1/A
- An amended registration statement filed with the U.S. Securities and Exchange Commission (SEC) for securities offerings. (This is the document detailing the Trust's offering and operational structure.)
- NAV
- Net Asset Value, representing the per-share market value of an investment company's assets minus its liabilities. (Crucial for understanding the underlying value of the Trust's Bitcoin holdings and comparing it to the market price of its Shares.)
- Authorized Participants
- Financial institutions that have agreements with the Trust to create and redeem large blocks of Shares (Baskets). (They are the exclusive intermediaries for creating and redeeming Shares, playing a key role in keeping the market price of Shares aligned with NAV.)
- Basket
- A minimum block of Shares (10,000 units for OBTC) that Authorized Participants can create or redeem. (Defines the unit of creation/redemption for Authorized Participants.)
- CME CF Bitcoin Reference Rate – New York Variant
- A benchmark rate for the price of Bitcoin, used to measure the Trust's performance. (This is the official benchmark against which the Trust's performance is measured.)
- Emerging Growth Company
- A company with total annual gross revenues of less than $1.235 billion during its most recently completed fiscal year. (Indicates that OBTC is subject to fewer regulatory and disclosure requirements compared to more established companies.)
Year-Over-Year Comparison
This S-1/A filing represents a significant step for Osprey Bitcoin Trust, indicating a move towards a more regulated exchange listing on Cboe BZX from its previous OTCQX listing. While specific financial metrics like revenue and net income are not applicable to a trust structure in the same way as a corporation, the filing highlights a history of significant market price divergence from NAV. The move aims to improve liquidity and price discovery, but the success of this transition and its impact on future performance relative to its previous trading history remains to be seen.
Filing Stats: 4,694 words · 19 min read · ~16 pages · Grade level 14.3 · Accepted 2025-10-06 18:25:44
Filing Documents
- forms-1a.htm (S-1/A) — 1522KB
- ex10-5.htm (EX-10.5) — 111KB
- ex23-1.htm (EX-23.1) — 2KB
- forms-1a_001.jpg (GRAPHIC) — 87KB
- ex107.htm (EX-FILING FEES) — 59KB
- 0001493152-25-017148.txt ( ) — 4656KB
- obtc-20250630.xsd (EX-101.SCH) — 23KB
- obtc-20250630_cal.xml (EX-101.CAL) — 21KB
- obtc-20250630_def.xml (EX-101.DEF) — 66KB
- obtc-20250630_lab.xml (EX-101.LAB) — 150KB
- obtc-20250630_pre.xml (EX-101.PRE) — 108KB
- forms-1a_htm.xml (XML) — 598KB
- ex107_htm.xml (XML) — 7KB
USE OF PROCEEDS
USE OF PROCEEDS 51 OVERVIEW OF THE BITCOIN INDUSTRY 52 BUSINESS OF THE TRUST 57 DESCRIPTION OF THE SHARES AND THE TRUST AGREEMENT 72 THE SECURITIES DEPOSITORY; BOOK-ENTRY-ONLY SYSTEM; GLOBAL SECURITY 78 THE TRUST'S SERVICE PROVIDERS 79 U.S. FEDERAL INCOME TAX CONSEQUENCES 86 ERISA AND RELATED CONSIDERATIONS 91 PLAN OF DISTRIBUTION 92 CONFLICTS OF INTEREST 93 GOVERNING LAW; CONSENT TO DELAWARE JURISDICTION 94 LEGAL MATTERS 94 EXPERTS 94 WHERE YOU CAN FIND MORE INFORMATION 95 GLOSSARY 96 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2 This prospectus contains information you should consider when making an investment decision about the Shares. You may rely on the information contained in this prospectus. Neither the Trust nor the Sponsor has authorized any person to provide you with different information and, if anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. This prospectus is not an offer to sell the Shares in any jurisdiction where the offer or sale of the Shares is not permitted. Until , 2025 (25 days after the date of this prospectus), all dealers effecting transactions in the Shares, whether or not participating in this distribution, may be required to deliver a prospectus. This requirement is in addition to the obligations of dealers to deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions. The Sponsor first intends to use this prospectus on , 2025. Authorized Participants may be required to deliver a prospectus when making transactions in the Shares. See "Plan of Distribution." 1 This prospectus includes statements which relate to future events or future performance. In some cases, you can identify such forward-looking st