UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from________ to ________
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate
the number of outstanding Shares as of June 30, 2026:
OSPREY BITCOIN TRUST
TABLE OF CONTENTS
| CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | 1 |
| PART I. FINANCIAL INFORMATION | 2 |
| ITEM 1. FINANCIAL STATEMENTS | 2 |
| Statements of Assets and Liabilities | 2 |
| Schedules of Investment | 3 |
| Statements of Operations | 4 |
| Statements of Changes in Net Assets | 5 |
| Notes to Unaudited Financial Statements | 6 |
| ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 15 |
| ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 18 |
| ITEM 4. CONTROLS AND PROCEDURES | 18 |
| PART II. OTHER INFORMATION | 19 |
| Item 1. Legal Proceedings | 19 |
| Item 1A. Risk Factors | 19 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 19 |
| Item 3. Defaults Upon Senior Securities | 19 |
| Item 4. Mine Safety Disclosures | 19 |
| Item 5. Other Information | 19 |
| Item 6. Exhibits | 20 |
| SIGNATURES | 21 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve substantial risks and uncertainties and are subject to change based on various important factors, many of which may be beyond our control. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this quarterly report that address activities, events or developments that will or may occur in the future, including such matters as movements in the digital asset markets and indexes that track such movements, the Trust’s operations, the Sponsor’s plans and references to the Trust’s future success and other similar matters, are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses the Sponsor has made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this quarterly report and “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 and in other SEC filings by the Trust, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. Consequently, all the forward-looking statements made in this quarterly report are qualified by these cautionary statements, and there can be no assurance that actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the Trust’s operations or the value of its Shares. None of the Trust, the Sponsor, or the Trustee or their respective affiliates is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in the Sponsor’s expectations or predictions.
Unless otherwise stated or the context otherwise requires, the terms “we,” “our” and “us” in this quarterly report refer to the Trust.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Osprey Bitcoin Trust
Statements of Assets and Liabilities
June 30, 2026 and December 31, 2025
(Amounts in U.S. dollars, except shares issued and outstanding)
| June 30, 2026 (Unaudited) | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Investment in Bitcoin, at fair value (cost $ | $ | $ | ||||||
| Cash | ||||||||
| Other assets | - | |||||||
| Total Assets | ||||||||
| LIABILITIES | ||||||||
| Management Fee payable | ||||||||
| Total Liabilities | ||||||||
| NET ASSETS | $ | $ | ||||||
| Shares outstanding (unlimited authorized) | ||||||||
| Net asset value per Share | $ | $ |
See accompanying Notes to Unaudited Financial Statements which are an integral part of the financial statements.
Osprey Bitcoin Trust
Schedules of Investment
June 30, 2026 and December 31, 2025
(Amounts in U.S. dollars, except units)
June 30, 2026 (Unaudited)
| Units | Fair Value | Percentage of Net Assets | ||||||||||
| Investment in Bitcoin, at fair value (cost $52,339,280) | $ | % | ||||||||||
| Investment in Bitcoin, at fair value (cost $ | $ | % | ||||||||||
| Liabilities, less cash and other assets | ( | ) | % | |||||||||
| Net Assets | $ | % |
December 31, 2025
| Units | Fair Value | Percentage of Net Assets | ||||||||||
| Investment in Bitcoin, at fair value (cost $ | $ | % | ||||||||||
| Cash and other assets in excess of liabilities | % | |||||||||||
| Net Assets | $ | % |
See accompanying Notes to Unaudited Financial Statements which are an integral part of the financial statements.
Osprey Bitcoin Trust
Statements of Operations
Three and Six Months ended June 30, 2026 and 2025
(Amounts in U.S. dollars)
Three Months Ended June 30, 2026 (Unaudited) | Three Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2026 (Unaudited) | Six Months Ended June 30, 2025 (Unaudited) | |||||||||||||
| Expenses | ||||||||||||||||
| Management Fee | $ | $ | $ | $ | ||||||||||||
| Professional fees | - | - | ||||||||||||||
| Custodian fees | - | - | ||||||||||||||
| Other | - | - | ||||||||||||||
| Total Expenses | ||||||||||||||||
| Net Investment Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net realized and unrealized (loss) gain on investment in Bitcoin | ||||||||||||||||
| Net realized gain on investment in Bitcoin | ||||||||||||||||
| Net change in unrealized (depreciation) appreciation on investment in Bitcoin | ( | ) | ( | ) | ||||||||||||
| Net realized and unrealized (loss) gain on investment in Bitcoin | ( | ) | ( | ) | ||||||||||||
| Net (decrease) increase in net assets resulting from operations | $ | ( | ) | $ | $ | ( | ) | $ |
See accompanying Notes to Unaudited Financial Statements which are an integral part of the financial statements.
Osprey Bitcoin Trust
Statements of Changes in Net Assets
Three and Six Months ended June 30, 2026 and 2025
(Amounts in U.S. dollars, except shares issued and outstanding)
Three Months Ended June 30, 2026 (Unaudited) | Three Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2026 (Unaudited) | Six Months Ended June 30, 2025 (Unaudited) | |||||||||||||
| (Decrease) increase in net assets from operations | ||||||||||||||||
| Net investment loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net realized gain on investment in Bitcoin | ||||||||||||||||
| Net change in unrealized (depreciation) appreciation on investment in Bitcoin | ( | ) | ( | ) | ||||||||||||
| Net (decrease) increase in net assets resulting from operations | ( | ) | ( | ) | ||||||||||||
| Decrease in net assets from capital transactions | ||||||||||||||||
| Redemptions | - | - | ( | ) | - | |||||||||||
| Net decrease in net assets resulting from capital transactions | - | - | ( | ) | - | |||||||||||
| Net (decrease) increase in net assets | ( | ) | ( | ) | ||||||||||||
| Net assets at the beginning of the period | ||||||||||||||||
| Net assets at the end of the period | $ | $ | $ | $ | ||||||||||||
| Change in shares issued and outstanding | ||||||||||||||||
| Shares issued and outstanding at the beginning of the period | ||||||||||||||||
| Redemptions | - | - | ( | ) | - | |||||||||||
| Shares issued and outstanding at the end of the period |
See accompanying Notes to Unaudited Financial Statements which are an integral part of the financial statements.
Osprey Bitcoin Trust
Notes to the Financial Statements (unaudited)
June 30, 2026
Osprey Bitcoin Trust (the “Trust”) is a Delaware statutory trust that issues shares representing fractional undivided beneficial interests (“Shares”, formerly referred to as “Units”) in its net assets. The assets of the Trust consist primarily of Bitcoin held by a custodian on behalf of the Trust. The Trust seeks to generally reflect the performance of the price of Bitcoin as measured by reference to the CME CF Bitcoin Reference Rate – New York Variant (the “Index”), less the Trust’s expenses and other liabilities. Osprey Funds, LLC (the “Sponsor”) is the sponsor of the Trust; CSC Delaware Trust Company (the “Trustee”) is the trustee of the Trust; Coinbase Custody Trust Company, LLC (the “Bitcoin Custodian”) is the custodian for the Trust’s Bitcoin holdings; U.S. Bank National Association (the “Cash Custodian” and, together with the Bitcoin Custodian, the “Custodians”) is the custodian for the Trust’s cash holdings; and U.S. Bancorp Fund Services, LLC (d/b/a U.S. Bank Global Fund Services) (the “Trust Administrator”, the “Fund Accountant” and the “Transfer Agent”) is the administrator of, the accountant of, and the transfer agent for, the Trust, effective December 19, 2025; Securitize Fund Services, LLC was Trust Administrator prior to U.S. Bancorp Fund Services, LLC. The sub-transfer agent for the Trust (the “sub-Transfer Agent”) is Continental Stock Transfer & Trust Company. The Trust was formed on January 3, 2019, and commenced operations on January 22, 2019. The Trust is governed by the Third Amended And Restated Declaration Of Trust And Trust Agreement dated December 18, 2025 (the “Trust Agreement”), as further amended on January 9, 2026. On August 6, 2025, the Sponsor filed a registration on Form S-1 with the U.S. Securities and Exchange Commission (“SEC”) to register the Trust’s Shares under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Trust’s conversion to an exchange traded product. The registration statement, as amended, was declared effective on December 18, 2025.
The Sponsor is responsible for the day-to-day administration of the Trust pursuant to the provisions of the Trust Agreement. The Sponsor is responsible for preparing and providing annual reports on behalf of the Trust to investors and is also responsible for selecting and monitoring the Trust’s service providers. As consideration for the Sponsor’s services, the Trust pays the Sponsor a Management Fee as discussed in Notes 2 and 5. Pursuant to agreements between REX Services, LLC (“REX Services”) and the Sponsor, REX Services provides legal, compliance, general administrative, operational, and marketing support to the Sponsor.
The Index is an independently calculated value based on an aggregation of executed trade flow of major Bitcoin spot platforms. The administrator of the Index is CF Benchmarks Ltd.
The Trust has listed the Shares on Nasdaq Stock Market LLC (the “Listing Exchange”) under the symbol “OBTC.” Prior to listing the Shares for trading on the Listing Exchange, the Trust issued Shares pursuant to Regulation D under the Securities Act and the Shares were quoted on OTC Markets Group, Inc.’s OTCQX® Best Marketplace (“OTCQX”) under the ticker symbol “OBTC.”
The Trust is a passive investment vehicle that does not seek to generate returns beyond tracking the price of Bitcoin. This means the Sponsor does not speculatively sell Bitcoin at times when its price is high or speculatively acquire Bitcoin at low prices in the expectation of future price increases. It also means the Trust will not utilize leverage, derivatives, or any similar arrangements in seeking to meet its investment objective. The Trust is not a registered investment company under the Investment Company Act and is not required to register under the Investment Company Act. The Sponsor is not registered with the SEC as an investment adviser and is not subject to regulation by the SEC, as such, in connection with its activities with respect to the Trust. The Trust is not a commodity pool for purposes of the Commodity Exchange Act, and the Sponsor is not subject to regulation by the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator or a commodity trading advisor in connection with its activities with respect to the Trust.
| 2. | Summary of Significant Accounting Policies |
The unaudited financial statements in this Form 10-Q should be read in conjunction with the audited financial statements and related notes contained in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2025.
The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of these financial statements.
Basis of Presentation
The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements. The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Trust’s financial statements have been prepared using the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services — Investment Companies. The Trust qualifies as an investment company for accounting purposes. The Trust is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940, as amended.
Certain prior year amounts in the financial statements and notes thereto have been reclassified to conform to the current period presentation.
Use of Estimates
U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates and these differences could be material.
Cash
Generally, the Trust does not intend to hold cash, except in connection with cash orders for creations or redemptions of baskets. Cash includes non-interest bearing non-restricted cash with one institution. Cash in a bank deposit account, at times, may exceed U.S. federally insured limits. The Trust has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on such bank deposits. In accordance with ASC Topic 230 “Statement of Cash Flows,” the Trust qualifies for an exemption from the requirement to provide a statement of cash flows and has elected not to provide a statement of cash flows.
Investment Transactions and Revenue Recognition
The Trust identifies Bitcoin as an “other investment” in accordance with ASC 946. The Trust considers investment transactions to be the receipt of Bitcoin for Share creations and the delivery of Bitcoin for Share redemptions, or for payment of expenses in Bitcoin. The Trust records its investment transactions on a trade date basis and changes in fair value are reflected as net change in unrealized appreciation or depreciation on investments. Gains and losses realized on sales of investments are calculated using a first in, first out method and will be recognized in the statements of operations in the period in which the sale occurred. Realized gains and losses are recognized in connection with transactions including settling obligations for the Management Fee and other expenses in Bitcoin.
Investments made by the Trust intend to be limited to investments in Bitcoin and cash.
Correction of immaterial error in the prior periods
During the three months ended March 31, 2026, the Trust corrected a previously identified error related to the classification of realized gains and unrealized appreciation on investments in Bitcoin, as well as an understatement of the cost of investment. The error resulted from the application of a last-in, first-out (“LIFO”) cost methodology during the years 2019 through 2021. The correction had no impact on total net assets or results of operations; however, it resulted in an increase to accumulated net realized gain, a corresponding decrease to accumulated net change in unrealized appreciation, and an increase in the cost of investments within the Statements of Assets and Liabilities and Schedule of Investment.
The following table reflects the impact of the correction on the Trust’s previously reported Statements of Assets and Liabilities and Schedule of Investment as of December 31, 2025:
Schedule of Restatement For The Financial Statements
As previously reported | Adjustments | As revised | ||||||||||
| Cost of investment | $ | $ | $ |
As previously reported | Adjustments | As revised | ||||||||||
| Accumulated net realized gain on investment in Bitcoin (1) | $ | $ | $ | |||||||||
| Accumulated net change in unrealized appreciation on investment in Bitcoin(1) | ( | ) |
In
addition, the Trust recorded an adjustment to correct shares outstanding from
Management assessed the materiality of the errors using both quantitative and qualitative factors in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99 (“Materiality”) and SAB 108 “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” codified in ASC 250 “Accounting Changes and Error Corrections” and concluded these errors were immaterial to all of the previously issued financial statements. Under ASC 250, correcting prior-period financial statements for such immaterial errors does not require previously filed reports to be amended.
These adjustments did not have a material impact on the Trust’s financial position and results of operations.
Segment Reporting
The Trust is deemed to be an individual segment and the Chief Executive Officer of the Sponsor acts as the Trust’s chief operating decision maker (“CODM”). The CODM monitors the operating results of the Trust as a whole and the Trust’s investment objective is pre-determined in accordance with the terms of the Trust Agreement. The financial information in the form of the Trust’s total returns, expense ratios and changes in net assets provided to and reviewed by the CODM is consistent with the information presented in the Trust’s financial statements.
Management Fee
The
Trust is expected to pay the remuneration due to the Sponsor (the “Management Fee”). The Management Fee is charged by the
Sponsor to the Trust at an annual rate of
Historically, the Trust paid the Management Fee in Bitcoin, but upon listing as an exchange traded fund, the Management Fee has begun to be paid in U.S. dollars. When selling Bitcoin to pay expenses, the Sponsor endeavors to sell the exact amount of Bitcoin needed to pay expenses in order to minimize the Trust’s holdings of assets other than Bitcoin.
Trust Expenses
In
accordance with the Trust Agreement, the Sponsor shall assume and pay all routine and ordinary administrative and operating expenses
of the Trust including the fees of the Trustee, the Trust Administrator, Fund Accountant, Transfer Agent, the Custodians’ fees,
listing exchange fees, SEC registration fees, printing and mailing costs, tax reporting fees, audit fees, license fees and ordinary legal
fees and expenses. Prior to the Trust’s conversion to an exchange-traded fund structure, routine operating and administrative expenses
of the Trust were borne by the Sponsor, except for certain expenses incurred directly by the Trust, including audit fees, index licensing
fees, aggregate legal fees in excess of $
Fair Value Measurements
The Trust’s valuation procedures provide for the designation of the Sponsor to determine the valuation sources and policies to prepare the Trust’s financial statements in accordance with U.S. GAAP. The Trust’s investment in Bitcoin is stated at fair value. To determine the fair value of the Trust’s investment in Bitcoin and the Trust’s net asset value (“NAV”) in accordance with U.S. GAAP, the Trust follows the guidance in ASC 820-10 “Fair Value Measurements,” which outlines the application of fair value accounting. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
ASC 820-10 requires the Trust to assume that Bitcoin is sold in its principal market to market participants or, in the absence of a principal market, the most advantageous market. The principal market is the market with the greatest volume and level of activity for Bitcoin, and the most advantageous market is defined as the market that maximizes the amount that would be received to sell the asset or minimizes the amount that would be paid to transfer the liability, after taking into account transaction costs. The principal market is generally selected based on the most liquid and reliable exchange (including consideration of the ability for the Trust to access the specific market, either directly or through an intermediary, at the end of each period). The Sponsor evaluates relevant market activity and periodically reassesses the appropriateness of the principal market. The Trust determined the fair value per Bitcoin using the price provided at 4:00 p.m., New York time, by principal market on June 30, 2026, which represents both the valuation measurement time and the end of the Trust’s reporting period.
U.S. GAAP utilizes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Trust. Unobservable inputs reflect the Trust’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
The fair value hierarchy is categorized into three levels based on the inputs as follows:
Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, these valuations do not entail a significant degree of judgment.
Level 2 – Valuations based on quoted prices in markets that are not active or for which significant inputs are observable, either directly or indirectly.
Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
