Osprey Bitcoin Trust Files S-1/A for Nasdaq Listing, Continuous Offering

TL;DR

**OBTC is making a big move to Nasdaq, expect tighter tracking to Bitcoin and increased investor interest.**

AI Summary

The Osprey Bitcoin Trust (OBTC) filed an S-1/A on December 11, 2025, to register an indeterminate number of Shares for continuous offering and up to 357,902 Shares for sale by Selling Shareholders. The Trust aims to reflect the performance of Bitcoin, as measured by the CME CF Bitcoin Reference Rate – New York Variant, less expenses and liabilities. Shares will be listed on Nasdaq Stock Market LLC under 'OBTC' and issued/redeemed in Baskets of 10,000 units. The Trust, an 'emerging growth company,' will not receive proceeds from Selling Shareholder sales. Key service providers include Osprey Funds, LLC as Sponsor, Coinbase Custody Trust Company, LLC as Bitcoin Custodian, and U.S. Bancorp Fund Services, LLC as Trust Administrator and Transfer Agent. The filing highlights a shift from OTCQX to Nasdaq and anticipates convergence of market price and NAV per Share upon listing, facilitating arbitrage. The Trust is a passive investment vehicle, not utilizing leverage or derivatives, and is not registered under the Investment Company Act of 1940.

Why It Matters

This S-1/A filing signals Osprey Bitcoin Trust's intent to transition from OTCQX to Nasdaq, potentially increasing liquidity and accessibility for investors. The move to a major exchange like Nasdaq could attract a broader institutional and retail investor base, enhancing OBTC's competitive position against other Bitcoin investment vehicles. For employees, this could mean increased visibility and growth opportunities for Osprey Funds, LLC. Customers may benefit from tighter tracking of Bitcoin's price due to the anticipated arbitrage mechanism, reducing the current discount to NAV per Share. The broader market sees another regulated Bitcoin product, contributing to the mainstreaming of cryptocurrency investments.

Risk Assessment

Risk Level: high — The filing explicitly states, 'Investing in the Shares involves significant risks. You should carefully consider the 'Risk Factors' starting on page 14.' While specific dollar amounts are not provided for risks, the inherent volatility of Bitcoin and the regulatory uncertainties surrounding cryptocurrency investments, as implied by the extensive 'Risk Factors' section, indicate a high-risk profile.

Analyst Insight

Investors should closely monitor OBTC's trading performance post-Nasdaq listing, particularly the convergence of its market price and NAV per Share. Consider initiating a position if the arbitrage mechanism proves effective in reducing the historical discount, but be prepared for Bitcoin's inherent volatility.

Key Numbers

• 357,902 — Shares offered by Selling Shareholders (The Trust will not receive any proceeds from these sales.)
• 10,000 — Shares per Basket (Minimum block for creation and redemption by Authorized Participants.)
• 2025-12-11 — Filing Date (Date of Amendment No. 2 to Form S-1.)
• 333-289334 — Registration Statement No. (Unique identifier for the S-1 filing.)
• 25 — Days for prospectus delivery (Period after prospectus date for dealers to deliver prospectus.)

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. Bancorp Fund Services, LLC (company) — Trust Administrator and Transfer Agent
• Nasdaq Stock Market LLC (company) — Intended Listing Exchange for OBTC Shares
• Gregory D. King (person) — Chief Executive Officer of Osprey Funds, LLC
• Morgan, Lewis & Bockius LLP (company) — Legal counsel for the Registrant
• Securities and Exchange Commission (regulator) — Regulatory body overseeing the filing
• 357,902 (dollar_amount) — Maximum number of Shares offered by Selling Shareholders
• 10,000 (dollar_amount) — Number of Shares per Basket for creation and redemption

FAQ

Risk Factors

• Volatility of Bitcoin Price [high — market]: The value of the Trust's Bitcoin holdings is subject to significant price volatility. The price of Bitcoin can be affected by numerous factors, including global adoption rates, regulatory changes, technological developments, and market sentiment. Extreme price fluctuations could lead to substantial losses for investors.
• Custody and Security Risks [high — operational]: The Trust's Bitcoin is held by Coinbase Custody Trust Company, LLC. While Coinbase is a reputable custodian, there are inherent risks associated with digital asset custody, including the potential for hacking, theft, or loss of private keys. Any security breach could result in the loss of the Trust's Bitcoin holdings.
• 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 in the U.S. or other jurisdictions could adversely affect the Trust's operations, the value of Bitcoin, or the ability to offer Shares. This uncertainty poses a significant risk to investors.
• Tracking Error and Fees [medium — financial]: The Trust aims to reflect the performance of Bitcoin, less expenses. However, the Trust's performance may not perfectly track the CME CF Bitcoin Reference Rate – New York Variant due to management fees, operating expenses, and potential tracking errors. These expenses reduce the net returns to investors.
• Reliance on Third-Party Service Providers [medium — operational]: The Trust relies on various third-party service providers, including Osprey Funds, LLC (Sponsor), Coinbase Custody Trust Company, LLC (Custodian), and U.S. Bancorp Fund Services, LLC (Trust Administrator and Transfer Agent). The failure or poor performance of these providers could negatively impact the Trust's operations and the value of its Shares.
• Limited Trading History on Nasdaq [medium — market]: While the Trust is moving to Nasdaq, its prior trading on OTC markets may not fully represent the liquidity and trading dynamics expected on a major exchange. The transition to Nasdaq introduces potential new risks related to market acceptance and trading volume.
• No Guarantee of Investment Objective [medium — legal]: There is no guarantee that the Trust will achieve its investment objective of reflecting the performance of Bitcoin. Market conditions, operational issues, or other factors could prevent the Trust from meeting its stated goals, leading to investor losses.
• Redemption Risks [low — financial]: While Shares are redeemable in Baskets, the process relies on Authorized Participants. If there are insufficient Authorized Participants or issues with the redemption process, investors may face difficulties in redeeming their Shares, potentially impacting liquidity.

Industry Context

The digital asset trust market is rapidly evolving, with increasing institutional interest in regulated investment vehicles for cryptocurrencies like Bitcoin. Competitors include other Bitcoin ETFs and trusts, each vying for market share by offering different fee structures, custody solutions, and listing exchanges. The trend is towards greater accessibility and regulatory compliance.

Regulatory Implications

The S-1/A filing signifies the Trust's progression towards listing on a major exchange like Nasdaq, which implies adherence to stricter listing standards. The evolving regulatory landscape for digital assets remains a key concern, with potential for new rules impacting operations, custody, and investor protection.

What Investors Should Do

1. Review the updated risk factors carefully, paying close attention to volatility, custody, and regulatory risks associated with Bitcoin and the Trust's structure.
2. Understand the fee structure and potential for tracking error, as these directly impact net returns compared to holding Bitcoin directly.
3. Monitor the convergence of OBTC's market price with its NAV per Share post-listing on Nasdaq.
4. Evaluate the reputation and security measures of key service providers, particularly Coinbase Custody Trust Company, LLC.

Key Dates

• 2025-12-11: Filing of S-1/A (Amendment No. 2) — Indicates the Trust is moving towards a continuous offering and listing on Nasdaq, providing updated disclosures and registration details.

Glossary

S-1/A

An amended registration statement filed with the SEC, used when a company makes changes to its initial S-1 filing before becoming publicly traded. (This is the document detailing the Trust's structure, offering, and risks as it prepares for listing on Nasdaq.)

CME CF Bitcoin Reference Rate – New York Variant

A benchmark rate for the price of Bitcoin, calculated by CME Group, designed to provide a reliable reference point for the U.S. dollar price of Bitcoin. (This is the benchmark against which the Trust aims to track Bitcoin's performance.)

Basket

A block of Shares (10,000 units in this case) that Authorized Participants use to create or redeem Trust Shares with the Sponsor. (Defines the unit of trading for large-scale creation and redemption, facilitating arbitrage and liquidity.)

Authorized Participant

A financial institution that has entered into an agreement with the Trust to facilitate the creation and redemption of Baskets of Shares. (Crucial for the arbitrage mechanism that helps align the market price of Shares with the Net Asset Value (NAV).)

Emerging Growth Company

A classification under the JOBS Act for companies with less than $1.235 billion in annual gross revenue, allowing for scaled disclosure requirements. (Indicates the Trust benefits from certain regulatory accommodations in its SEC filings.)

NAV per Share

Net Asset Value per Share, representing the value of the Trust's underlying assets (Bitcoin) divided by the number of outstanding Shares. (The target value that the market price of OBTC aims to converge with, especially after listing on Nasdaq.)

Year-Over-Year Comparison

This S-1/A filing (Amendment No. 2) represents a significant step towards listing on Nasdaq, indicating a strategic move to enhance liquidity and investor access compared to its previous OTCQX trading. While specific financial metrics like revenue and net income are not applicable to a trust structure in the same way as operating companies, the focus shifts to operational readiness, risk disclosures, and the mechanics of its continuous offering and redemption process.

Filing Documents

• forms-1a.htm (S-1/A) — 1595KB
• ex3-1.htm (EX-3.1) — 11KB
• ex4-1.htm (EX-4.1) — 324KB
• ex4-2.htm (EX-4.2) — 33KB
• ex4-3.htm (EX-4.3) — 33KB
• ex4-4.htm (EX-4.4) — 370KB
• ex4-5.htm (EX-4.5) — 134KB
• ex5-1.htm (EX-5.1) — 35KB
• ex8-1.htm (EX-8.1) — 14KB
• ex10-1.htm (EX-10.1) — 462KB
• ex10-6.htm (EX-10.6) — 221KB
• ex10-7.htm (EX-10.7) — 150KB
• ex10-8.htm (EX-10.8) — 155KB
• ex10-9.htm (EX-10.9) — 125KB
• ex23-1.htm (EX-23.1) — 3KB
• ex107.htm (EX-FILING FEES) — 65KB
• ex3-1_001.jpg (GRAPHIC) — 5KB
• forms-1a_001.jpg (GRAPHIC) — 102KB
• ex8-1_001.jpg (GRAPHIC) — 3KB
• ex5-1_001.jpg (GRAPHIC) — 12KB
• image_001.gif (GRAPHIC) — 0KB
• image_002.gif (GRAPHIC) — 0KB
• 0001493152-25-027332.txt ( ) — 7216KB
• obtc-20250930.xsd (EX-101.SCH) — 23KB
• obtc-20250930_cal.xml (EX-101.CAL) — 21KB
• obtc-20250930_def.xml (EX-101.DEF) — 66KB
• obtc-20250930_lab.xml (EX-101.LAB) — 151KB
• obtc-20250930_pre.xml (EX-101.PRE) — 108KB
• forms-1a_htm.xml (XML) — 656KB
• ex107_htm.xml (XML) — 10KB

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 87 ERISA AND RELATED CONSIDERATIONS 92 PLAN OF DISTRIBUTION 93 CONFLICTS OF INTEREST 94 GOVERNING LAW; CONSENT TO DELAWARE JURISDICTION 95 LEGAL MATTERS 95 EXPERTS 95 WHERE YOU CAN FIND MORE INFORMATION 96 GLOSSARY 97 INDEX TO FINANCIAL STATEMENTS F-1 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 statements by terminology s

View Full Filing

View this S-1/A filing on SEC EDGAR