SEC Comment Letter for Morgan Stanley Bitcoin Trust (MSBT) (CIK 0002103612) — Mar 17, 2026
Morgan Stanley Bitcoin Trust (MSBT) (CIK 0002103612)
Date: March 17, 2026 · CIK: 0002103612 · Accession: 0000000000-26-002697
AI Filing Summary & Sentiment
File numbers found in text: 333-292586
Letter
March 17, 2026 Scott Steel Managing Director Morgan Stanley Bitcoin Trust 1585 Broadway New York, New York 10036 Re:Morgan Stanley Bitcoin Trust Amendment No. 1 to Registration Statement on Form S-1 Filed March 4, 2026 File No. 333-292586 Dear Scott Steel: 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 February 11, 2026 letter. Amendment No. 1 to Registration Statement on Form S-1 General 1.We note your revised disclosure identifies Morgan Stanley Investment Management Inc. as the "Delegated Sponsor." Please revise your disclosure to explain whether there is any difference in being a "Delegated Sponsor" as compared to a "Sponsor." Please also explain the reason for having both a Delaware Trustee and a Cayman Trustee, including a discussion of any operational, legal or tax implications of utilizing a Cayman Trustee. Conflicts of Interest, page 96 2.We note your response to prior comment 16 and related revised disclosure. We are unable to locate a copy of the Code of Ethics on the Delegated Sponsor's website referenced in the Prospectus. Please revise to provide the correct link, or include a summary of the Code of Ethics.
March 17, 2026 Page 2 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
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March 17, 2026
Scott Steel
Managing Director
Morgan Stanley Bitcoin Trust
1585 Broadway
New York, New York 10036
Re:Morgan Stanley Bitcoin Trust
Amendment No. 1 to Registration Statement on Form S-1
Filed March 4, 2026
File No. 333-292586
Dear Scott Steel:
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 February 11, 2026 letter.
Amendment No. 1 to Registration Statement on Form S-1
General
1.We note your revised disclosure identifies Morgan Stanley Investment Management Inc.
as the "Delegated Sponsor." Please revise your disclosure to explain whether there is
any difference in being a "Delegated Sponsor" as compared to a "Sponsor." Please also
explain the reason for having both a Delaware Trustee and a Cayman Trustee, including
a discussion of any operational, legal or tax implications of utilizing a Cayman Trustee.
Conflicts of Interest, page 96
2.We note your response to prior comment 16 and related revised disclosure. We are
unable to locate a copy of the Code of Ethics on the Delegated Sponsor's website
referenced in the Prospectus. Please revise to provide the correct link, or include a
summary of the Code of Ethics.
March 17, 2026
Page 2
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