SEC Company Response from Morgan Stanley Bitcoin Trust (MSBT) (CIK 0002103612) — Mar 17, 2026
Morgan Stanley Bitcoin Trust (MSBT) (CIK 0002103612)
Date: March 17, 2026 · CIK: 0002103612 · Accession: 0001104659-26-029739
AI Filing Summary & Sentiment
File numbers found in text: 333-292586
Referenced dates: March 17, 2026
Letter
Dechert LLP
Three Bryant Park
1095 Avenue of the Americas
New York, NY 10036-6797
+1 212 698 3500 Main
+1 212 698 3599 Fax
Allison Fumai
Partner
Allison.fumai@dechert.com
+1 212 698 3526 Direct
+1 212 698 3599 Fax
March 17, 2026
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets
100 F Street, N.E.
Washington, DC 20549
Attn: Rolf Sundwall
Mark Brunhofer
Lulu Cheng
Sandra Hunter Berkheimer
Re: Morgan Stanley Bitcoin Trust
Amendment No. 1 to Registration Statement on Form S-1
Filed March 4, 2026
File No. 333-292586
Ladies and Gentlemen:
On behalf of our client, Morgan Stanley Bitcoin Trust (the “Trust” or the “Registrant”), we submit this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC” or the “Commission”) received by letter dated March 17, 2026 (the “Comment Letter”), relating to the Trust’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-292586) filed with the Commission on March 4, 2026 (the “Registration Statement”). On behalf of the Trust, we are concurrently filing via EDGAR Pre-Effective Amendment No. 2 to the Registration Statement on Form S-1 (the “Pre-Effective Amendment”).
Amendment No. 1 to Registration Statement on Form S-1
General
Comment 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.
Response 1. With respect to the Staff’s comment, the Trust has revised the disclosure on page 69 of the Pre-Effective Amendment.
March 17, 2026
Page 2
Conflicts of Interest, page 96
Comment 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.
Response 2. With respect to the Staff’s comment, the Trust has filed a copy of the Code of Ethics in the Pre-Effective Amendment.
* * *
If you would like to discuss any of these responses in further detail or if you have any questions, please feel free to contact me at (212) 698-3526 (tel). Thank you.
Best Regards,
/s/ Allison Fumai
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CORRESP
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Dechert LLP
Three Bryant Park
1095 Avenue of the Americas
New York, NY 10036-6797
+1 212 698 3500 Main
+1 212 698 3599 Fax
Allison Fumai
Partner
Allison.fumai@dechert.com
+1 212 698 3526 Direct
+1 212 698 3599 Fax
March 17, 2026
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets
100 F Street, N.E.
Washington, DC 20549
Attn: Rolf Sundwall
Mark Brunhofer
Lulu Cheng
Sandra Hunter Berkheimer
Re: Morgan Stanley Bitcoin Trust
Amendment No. 1 to Registration Statement on Form S-1
Filed March 4, 2026
File No. 333-292586
Ladies and Gentlemen:
On
behalf of our client, Morgan Stanley Bitcoin Trust (the “Trust” or the “Registrant”), we submit
this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”
or the “Commission”) received by letter dated March 17, 2026 (the “Comment Letter”), relating
to the Trust’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-292586) filed with the Commission on March 4,
2026 (the “Registration Statement”). On behalf of the Trust, we are concurrently filing via EDGAR Pre-Effective Amendment
No. 2 to the Registration Statement on Form S-1 (the “Pre-Effective Amendment”).
Amendment No. 1
to Registration Statement on Form S-1
General
Comment 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.
Response
1. With respect to the Staff’s comment, the Trust
has revised the disclosure on page 69 of the Pre-Effective Amendment.
March 17, 2026
Page 2
Conflicts of Interest, page 96
Comment 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.
Response
2. With respect to the Staff’s comment,
the Trust has filed a copy of the Code of Ethics in the Pre-Effective Amendment.
* * *
If you would like to discuss any of these responses in further detail
or if you have any questions, please feel free to contact me at (212) 698-3526 (tel). Thank you.
Best Regards,
/s/ Allison Fumai
Allison Fumai
cc: Scott Steel, Morgan Stanley Investment Management Inc.
Mary E. Mullin, Esq., Morgan Stanley Investment
Management Inc.
Anna
Tomczyk, Esq., Dechert LLP
Neel
Maitra, Esq., Dechert LLP
2