SecProbe.io

March 31, 2026
Scott Steel
Managing Director
Morgan Stanley Bitcoin Trust
1585 Broadway
New York, New York 10036
Re:Morgan Stanley Bitcoin Trust
Amendment No. 3 to Registration Statement on Form S-1
Filed March 27, 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.
Amendment No. 3 to Registration Statement on Form S-1
General
We note that section 7.04 of the Trust Agreement filed as Exhibit 3.2 includes a
provision that limits the rights of shareholders to bring a derivative action. Please address
the following points in your next amendment or response letter, as applicable:
•Include risk factor disclosure highlighting the material risks related to this provision,
including how it will impact your investors and the difficulties that shareholders may
have in attempting to locate other shareholders to reach the 10% threshold for
derivative actions.
•Revise your disclosure to clarify how you will determine whether the ownership
threshold has been met.
•Disclose any uncertainty regarding the enforceability of this provision under federal
or state law.
We note that section 7.04 states that if a provision thereof "is found to violate the •1.

March 31, 2026
Page 2
U.S. federal securities laws, including the 1940 Act, then such provision shall not
apply to any claims asserted under such U.S. federal securities law." Please revise
your disclosure to clarify whether the provision applies to claims under the federal
securities laws, and ensure that section 7.04 is consistent with your revised
disclosure. For example, if the provision does not apply to actions arising under the
federal securities laws, ensure that the provision states this clearly, or tell us how you
will inform investors in future filings that the provision does not apply to any actions
arising under the federal securities laws.
•To the extent the provision applies to federal securities law claims, (i) disclose that
investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder, and (ii) provide us with your legal analysis explaining how
application of this provision to derivative rights of action under the federal securities
laws is consistent with the federal securities laws' anti-waiver provisions.
Risk Factors
Other Risks
The exclusive jurisdiction for certain types of actions and proceedings, page 60
2.We note your disclosure that "pursuant to the Trust Agreement, [the exclusive
jurisdiction provision] shall not apply to causes of actions for violations of U.S. federal
or state securities laws," and that "causes of actions for violations of the Exchange Act or
the 1933 Act will not be governed by the waiver of the right to trial by jury provision of
the Trust Agreement." However, we are unable to locate such provisions within Section
13.12 of the Trust Agreement. Please direct us to the portion of the Trust Agreement that
contains these provisions.
Custody of the Trust's Assets, page 84
3.We note your disclosure on page 85 and elsewhere that, "The Trust, the Delegated
Sponsor and the service providers will not loan or pledge the Trust's assets, nor will the
Trust's assets, serve as collateral for any loan or similar arrangement." We also note that
your prior filings included the phrase "other than in connection with the Post-Trade
Financing Agreement" as an exception to this statement. Given your retention of
references to the terms "Lender," "Financing Fee" and "Trade Credits" in the prospectus,
please supplementally confirm whether the Trust's assets will serve as collateral for any
loan or similar arrangement (e.g., in connection with any agreement with the Lender or
otherwise), and revise your disclosure if applicable.
Part II
Item 16. Exhibits and Financial Statement Schedules, page II-2
4.We note your disclosure identifying Coinbase Credit, Inc. as the "Lender" and references
to "Trade Credits" and the "Financing Fee" in the prospectus. Please file any 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 refer to prior comment 20 in our letter dated February 11, 2026 and your
response in your letter dated March 4, 2026 whereby you confirmed that the "Post-Trade
Financing Agreement will be filed in subsequent amendments."

March 31, 2026
Page 3
            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 David Lin at 202-551-3552 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Anna Tomczyk