Morgan Stanley Bitcoin Trust 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations This information should be read in conjunction with the financial statements and notes included in Item 1 of Part I of this Form 10-Q. This Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such forward-looking statements involve risks and uncertainties. All statements (other than statements of historical fact) included in this Form 10-Q that address activities, events or developments that may occur in the future, the Trust’s operations, the Delegated Sponsor’s plans and references to the Trust’s future success and other similar matters are forward-looking statements. Words such as “could,” “would,” “may,” “expect,” “intend,” “estimate,” “predict,” and variations on such words or negatives thereof, and similar expressions that reflect our current views with respect to future events and Trust performance, are intended to identify such forward-looking statements. These forward-looking statements are only predictions, subject to risks and uncertainties that are difficult to predict and many of which are outside of our control, and actual results could differ materially from those discussed. Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed therein. We express our estimates, expectations, beliefs, and projections in good faith and believe them to have a reasonable basis. However, we make no assurances that management’s estimates, expectations, beliefs, or projections will be achieved or accomplished. These forward-looking statements are based on assumptions about many important factors that could cause actual results to differ materially from those in the forward-looking statements. We do not intend to update any forward-looking statements even if new information becomes available or other events occur in the future, except as required by the federal securities law s. Organization and Trust Overview Morgan Stanley Bitcoin Trust (the “Trust”) was organized on December 16, 2025 as a Delaware Statutory Trust pursuant to the Delaware Statutory Trust Act (“DSTA”), and is governed by the provisions of the Second Amended and Restated Trust Agreement (the “Trust Agreement”). The Trust is an exchange-traded fund (“ETF”) that issues common shares of beneficial interest (the “Shares”) that trade on the NYSE Arca, Inc. (the “Exchange”). The Shares were listed for trading on the Exchange on April 8, 2026, under the ticker symbol “MSBT.” The Trust’s investment objective is to seek to track the performance of bitcoin, as measured by the performance of the CoinDesk Bitcoin Benchmark 4PM NY Settlement Rate (the “Pricing Benchmark”), adjusted for the Trust’s expenses and other liabilities. The Pricing Benchmark is calculated by CoinDesk Indices, Inc. (the “Benchmark Provider”). The Trust is sponsored by Morgan Stanley Investment Management Inc. (the “Delegated Sponsor”), a wholly owned subsidiary of Morgan Stanley. The Delegated Sponsor arranged for the creation of the Trust and is responsible for the ongoing registration of the Shares for their public offering in the United States and the listing of Shares on the Exchange. CSC Delaware Trust Company, a Delaware trust company (the “DE Trustee”), acts as the DE Trustee of the Trust for the purpose of creating a Delaware statutory trust in accordance with the Delaware Statutory Trust Act (“DSTA”). The DE Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the requirement of Section 3807(a) of the DSTA that the Trust have at least one trustee with a principal place of business in the State of Delaware. AGS Trustees Limited, a Cayman Islands limited liability company, serves as the Cayman Trustee to the Trust. The Cayman Trustee is a wholly owned controlled subsidiary of Appleby Global Services (Cayman) Limited, also a company incorporated in the Cayman Islands with limited liability, which holds a Full Mutual Fund Administrator and Trust license with the Cayman Islands Monetary Authority. Each of the Cayman Trustee and Appleby Global Services (Cayman) Limited is a regulated entity in the Cayman Islands. 13 Table of Contents The Bank of New York Mellon (“BNY”) serves as the Trust’s administrator, cash custodian, and transfer agent (the “Administrator,” “Cash Custodian,” or “Transfer Agent”). Coinbase Custody Trust Company, LLC. together with BNY (“Bitcoin Custodians”) serve as the Trust’s bitcoin custodians and are responsible for safekeeping all of the bitcoin owned by the Trust. Foreside Fund Services, LLC (the “Marketing Agent”) is responsible for reviewing and approving the marketing materials prepared by the Delegated Sponsor for compliance with applicable SEC and FINRA advertising laws, rules, and regulations. Critical Accounting Estimates The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements relies on estimates and assumptions that impact the Trust’s financial position and results of operations. These estimates and assumptions affect the Trust’s application of accounting policies. Below is a summary of accounting policies on cash and investment valuation. There were no material estimates involving a significant level of estimation uncertainty that had or are reasonably likely to have had a material impact on the Trust’s financial condition used in the preparation of the financial statements. In addition, please refer to Note 2 to the Financial Statements included in this report for further discussion of the Trust’s accounting policies. Cash Cash, if any, includes non-interest bearing, non-restricted cash maintained with the Cash Custodian. Investment Valuation The Trust’s policy is to value investments held at fair value. The Trust follows the provisions of ASC 820, Fair Value Measurements (“ASC 820”). ASC 820 provides guidance for determining fair value and requires increased disclosure regarding the inputs to valuation techniques used to measure fair value. ASC 820 determines fair value to be the price that would be received for bitcoin in a current sale, which assumes an exit price resulting from an orderly transaction between market participants on the measurement date. ASC 820-10 requires the assumption that bitcoin is sold in its principal market to market participants (or in the absence of a principal market, the most advantageous market). Results of Operations The Trust commenced operations on April 7, 2026. Substantially all of the Trust’s assets are invested in bitcoin, and the Trust’s operating results are primarily affected by changes in the market price of bitcoin. The Trust’s NAV per Share decreased 14.01% from $19.70 on April 7, 2026 (commencement of operations) to $16.94 on June 30, 2026. The decrease in NAV per Share is directly related to the decrease in the price of bitcoin of 13.98% from $68,704.55 on April 7, 2026 (commencement of operations) to $59,101.49 on June 30, 2026. The Trust’s NAV per Share decreased 0.03% more than the price of bitcoin due to the Delegated Sponsor Fee of $72,288. For the period from April 7, 2026 (commencement of operations) through June 30, 2026, the Trust recorded a net decrease in net assets resulting from operations of $66,858,481. This decrease consisted primarily of net realized and unrealized losses on the Trust’s bitcoin holdings of $66,786,193. 14 Table of Contents Net realized and unrealized losses on bitcoin consisted of: ● Net realized loss of $8,283 related to bitcoin sold to pay the Delegated Sponsor Fee; ● Net realized loss of $610,328 related to bitcoin sold for redemption of Shares; and ● Net unrealized depreciation of $66,167,582 on investment in bitcoin. The net unrealized depreciation recorded during the period reflected the decline in the market value of bitcoin between the dates on which bitcoin was acquired by the Trust and June 30, 2026. Because the Trust’s assets consist almost entirely of bitcoin, fluctuations in the price of bitcoin are expected to have a direct and significant impact on the Trust’s net assets and operating results. Net Assets As of June 30, 2026, the Trust held 5,059.30771216 bitcoin with a fair value of $299,012,624. Net assets were $298,979,473, or $16.94 per Share, and the Trust had 17,650,000 Shares outstanding. The Trust’s sole liability at June 30, 2026 was the Delegated Sponsor Fee payable of $33,151. Capital Share Transactions For the period from April 7, 2026 (commencement of operations) through June 30, 2026, the Trust received net proceeds from Share creation activity of $365,837,954, consisting of $371,098,824 for Shares issued which was partially offset by $5,260,870 for Shares redeemed. For the period from April 7, 2026 (commencement of operations) through June 30, 2026, 17,900,000 Shares (1,790 Baskets) were issued and 250,000 Shares (25 Baskets) were redeemed, resulting in 17,650,000 Shares outstanding at June 30, 2026. Liquidity and Capital Resources The ability of the Trust or a Bitcoin Counterparty to buy or sell bitcoin may be adversely affected by limited trading volume, lack of a market maker in the digital asset markets, or legal restrictions. It is also possible that a bitcoin spot market or regulatory or governmental authority may suspend or restrict trading in bitcoin altogether. Therefore, it may not always be possible to execute a buy or sell order at the desired price or to liquidate an open position due to market conditions on spot markets, regulatory issues affecting bitcoin or other issues affecting counterparties. Bitcoin is a new asset with a very limited trading history. Therefore, the markets for bitcoin may be less liquid and more volatile than other markets for more established products. Shares of the Trust are intended to be listed and traded on the Exchange. There is no certainty that there will be liquidity available on the Exchange or that the market price will be in line with the net asset value (“NAV”) or the Principal Market NAV at any given time. There is also no guarantee that once the Shares of the Trust are listed or traded on the Exchange that they will remain so listed or traded. If demand for Shares of the Trust exceeds the availability of bitcoin from exchanges and the Trust is not able to secure additional supply, Shares of the Trust may trade at a premium to their underlying value. Investors who pay a premium risk losing such premium if demand for the Shares of the Trust abates or the Delegated Sponsor is able to source more bitcoin. In such circumstances, Shares of the Trust could also trade at a discount. Prior to their issuance, there was no public market for Shares of the Trust. 15 Table of Contents Item 3. Quantitative and Qualitative Disclosures about Market Risks Not applicable.