SecProbe.io

February 11, 2026
Scott Steel
Managing Director
Morgan Stanley Bitcoin Trust
1585 Broadway
New York, New York 10036
Re:Morgan Stanley Bitcoin Trust
Registration Statement on Form S-1
Filed January 6, 2026
File No. 333-292586
Dear Scott Steel:
            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.
Registration Statement on Form S-1
General
1.We note that your registration statement includes a number of blanks or omitted
information, including, for example purposes only, the exchange on which the Trust's
Shares will be listed, the Pricing Benchmark, the identities of various service providers,
and disclosures regarding material contracts. Please include this information in your next
amendment or tell us when you intend to do so.
Risk Factors
Risks Associated with Bitcoin and the Bitcoin network
Limits on bitcoin supply, page 14
2.Please revise here and page 35 to disclose the next expected halving event.
Spot markets on which bitcoin trades are relatively new and largely unregulated, page 15
We note your disclosure in the fourth paragraph that "[w]hile the Trust itself does not
buy or sell bitcoin on bitcoin spot markets, the closure or temporary shutdown of 3.

February 11, 2026
Page 2
bitcoin exchanges due to fraud, business failure, hackers or malware, or government-
mandated regulation may reduce confidence in the bitcoin network and can slow down
the mass adoption of bitcoin." Please revise to clarify here that the Prime Broker may
route orders through Connected Trading Venues and hold the Trust's assets on
Connected Trading Venues.
Large-Scale Sales or Distributions, page 37
4.We note your disclosure discussing the largest 100 bitcoin wallets, the percentage of
bitcoin in circulation held by those wallets, and noting the possibility that some of these
wallets may be controlled by the same person or entity. Please revise to discuss risks
associated with Satoshi Nakamoto, early stakeholders, or others holding a significant
stake in bitcoin, to the extent known and material.
Regulatory Risk
Future legal or regulatory developments may negatively affect the value of bitcoin, page 49
5.We note your disclosure that "the SEC has recently proposed rule changes amending and
redesignating rule 206(4)-2 under the Advisers Act."  Please revise to update the status of
the proposed amendments you reference.
Bitcoin, Bitcoin Markets and Regulation of Bitcoin
Bitcoin Protocol, page 57
6.Please revise to update your disclosures relating to Taproot upgrade.
The Trust and Bitcoin Prices
Use of [ ], page 61
7.Please revise your disclosure to provide a materially complete description of the Pricing
Benchmark. Please also address the following in your disclosure regarding the Pricing
Benchmark:
•Include a table with market share and volume information for each Constituent
Exchange comprising the Pricing Benchmark;
•Disclose the extent to which the Sponsor has discretion to select a different index;
•Disclose the criteria the Benchmark Provider uses to select the Constituent
Exchanges, the frequency with which the Benchmark Provider evaluates the
Constituent Exchanges; and
•Disclose whether and how the Sponsor will notify investors of changes to the Pricing
Benchmark or Constituent Exchanges.
Additional Information About the Trust
The Trust's Fees and Expenses, page 66
Your disclosure notes that "the Sponsor shall assume and pay all fees and other expenses
incurred by the Trust in the ordinary course of its affairs, excluding taxes, but including
… (vi) the fees and expenses related to any listing, trading or quotation of the Shares on
any listing exchange or quotation system (including legal, marketing and audit fees and
expenses)." Please reconcile this with your disclosure noting that the Sponsor will not
assume the fees and expenses related to the listing on pages 6, 66 and A-1. Please also 8.

February 11, 2026
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revise to disclose here and throughout the registration statement, if true, that the Sponsor
Fee includes expenses for bitcoin-related on-chain transaction fees associated with
creation and redemption transactions and transactions with the Prime Broker.
9.We note your disclosure that, "[i]n the Sponsor's sole discretion, all or any portion of a
Sponsor-paid Expense may be redesignated as an Additional Trust Expense, if, among
other reasons, the Sponsor determines that a Sponsor-paid Expense is an extraordinary,
non-recurring expense of the Trust." Please disclose the criteria the Sponsor will consider
or the reasons why the Sponsor may choose to do this. Please also update any related
disclosure throughout the registration statement.
Termination of the Trust, page 66
10.We note your disclosure that in the event the Trust is terminated "the Sponsor will notify
Shareholders at least 30 days before the date for termination of the Trust
Agreement." Please revise to disclose how the Shareholders will receive this notification.
The Trust's Service Providers
The Sponsor, page 70
11.Please revise to discuss the Sponsor's experience sponsoring exchange-traded products
and specifically its experience related to crypto asset markets. Please revise to include
related risk factor disclosures as appropriate.
Custody of the Trust's Assets, page 72
12.We note the Trust intends to use more than one Bitcoin Custodian. Please revise to
discuss the criteria the Sponsor will take into consideration in determining how much
bitcoin to allocate to each Bitcoin Custodian.
13.We note your statement here that the Bitcoin Custodians will keep a "substantial portion"
of the private keys associated with the Trust's bitcoin in cold storage. We also note your
disclosure on pages 6 and 72 that "[a]ll of the Trust's assets and private keys will be held
in cold storage of the Bitcoin Custodians on an ongoing basis." Please revise for
consistency. In an appropriate section of the registration statement please also describe
how transfers of bitcoin from cold/hot to hot/cold storage occur.
Creation and Redemption of Shares, page 77
Your disclosure states that "[c]reations and redemptions will generally be 'on-chain'
transactions reflected in the Trust's Vault Account" and that "[u]nder certain
circumstances, these transactions may be 'off-chain' transactions that are represented in
the books and records of the Prime Broker." Please expand your disclosure here to
address the situations in which creations and redemptions will be on-chain transactions
recorded on the bitcoin network and reflected in the Trust's Vault Account and under
what circumstances the transactions will be off-chain transactions reflected in the Prime
Broker's books and records and not recorded on the bitcoin network. Similarly, on page
80 you state that "[u]nder most circumstances, the bitcoin associated with a Creation
Basket Deposit will be deposited with the Bitcoin Custodians in the Trust's Cold Vault
Balance, although in some circumstances, bitcoin may be deposited outside of cold
 14.

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storage." Please expand your disclosure to describe the circumstances in which the
bitcoin would be "deposited outside of cold storage."
15.Your disclosure on page 82 that states "[t]o effectuate a redemption order via an in-kind
transaction, the Authorized Participant will deliver the necessary Shares to the Trust, and
the Sponsor will instruct the Prime Broker to deliver bitcoin to the account of the
Authorized Participant or its designated agent's account at the Prime Broker" is
inconsistent with your disclosure on the cover page and pages 6 and 12 that states
"[w]hen such an Authorized Participant redeems Shares in-kind, the Trust, through the
Bitcoin Custodians, will deliver bitcoin to the Authorized Participant, or a designated
agent thereof, in exchange for its Shares." Please revise for clarity and
consistency. Separately, we note your disclosure regarding the suspension or rejection of
redemption orders on page 83. Please disclose whether the Sponsor may also suspend
creation orders and how the Trust will notify Shareholders if it has suspended either
creation or redemption orders.
Conflicts of Interest, page 84
16.Please revise to disclose any code of ethics the Sponsor intends to implement or has
implemented to eliminate or mitigate conflicts of interests.
Governing Law; Consent to Delaware Jurisdiction, page 92
17.We note your disclosure on page 92 that "[e]xcept in limited circumstances, Shareholders
will have no voting rights under the Trust Agreement." Please revise to disclose the
limited circumstances in which the Shareholders have voting rights under the Trust
Agreement.
Legal Matters, page 92
18.Please revise your disclosure to include the opinion from counsel regarding the
classification of the Trust as a grantor trust for U.S. federal income tax purposes.
Summary of Promotional and Sales Material, page 98
19.We note your disclosure stating that the Trust expects to use a Fact Sheet. Please provide
us with a copy for our review.
Part II
Item 16. Exhibits and Financial Statement Schedules, page II-2
20.Please file the Post-Trade Financing Agreement and any other material agreements
relating to your use of trade credits as an exhibit to the registration statement pursuant to
Item 601 of Regulation S-K or explain why you are not required to do so. Please also
confirm your understanding that we may have additional comments upon reviewing any
revised disclosure.
            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.

February 11, 2026
Page 5
            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.
            Please contact Rolf Sundwall at 202-551-3105 or Mark Brunhofer at 202-551-3638 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:Anna Tomczyk