- This is Amendment No. 3 to a Form S-1 for the Morgan Stanley Bitcoin Trust, filed with the SEC on March 27, 2026. It is still a preliminary prospectus, which means the offering is not yet effective and sales cannot begin until the registration statement is declared effective.
- The filing is for a spot bitcoin ETF-style trust that is expected to list on NYSE Arca under the ticker MSBT. It is designed as a passive vehicle that seeks to track bitcoin’s performance using the CoinDesk Bitcoin Benchmark 4PM NY Settlement Rate, and it explicitly says it will not use leverage, derivatives, or similar arrangements.
- The trust will hold actual bitcoin, not bitcoin futures. The filing says the bitcoin will be held by The Bank of New York Mellon (BNY) and Coinbase Custody Trust Company as the trust’s bitcoin custodians.
- Share creation and redemption happen in 10,000-share baskets. Authorized Participants can create or redeem either for cash or in-kind bitcoin, while regular investors buy and sell shares on the exchange. The filing warns that secondary-market investors may trade at a premium or discount to NAV, and that only Authorized Participants can redeem baskets directly.
- The headline fee is 0.14% annually, accrued daily. The sponsor says it will cover ordinary operating expenses out of that fee, while litigation and other extraordinary expenses can still fall outside that ordinary expense bucket.
- For launch mechanics, the filing says Morgan Stanley’s delegated sponsor already did a tiny audit seed purchase of 2 shares at $50 each, which will be redeemed before effectiveness, and expects to buy 50,000 initial seed shares for about $1 million ahead of listing.
- The filing is very direct that this is a high-risk, speculative product and investors could lose their entire investment. The risk section highlights bitcoin price volatility, possible market manipulation on largely unregulated trading venues, blockchain forks, cyberattack risk, operational problems in creations/redemptions, and the possibility that share prices can drift away from NAV if arbitrage breaks down.
- One unusual structural point: the trust is a Delaware statutory trust, but it also has a Cayman trustee structure, with Morgan Stanley Investment Management acting as the delegated sponsor handling most day-to-day management and operations.
- Bottom line: this filing is Morgan Stanley’s move to launch a low-fee spot bitcoin trust/ETF product with direct bitcoin backing, exchange trading, and a familiar ETF creation/redemption system, but it is still in registration stage, not final approval.
If you want, I can turn this into an even tighter “what matters for investors” bullet list.
Summarize to bullets, https://www.sec.gov/Archives/edgar/data/2103612/000110465926036138/tm2534140-10_s1a.htm?utm_source=chatgpt.com
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