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United States securities and exchange commission logo
September 29, 2023
Anna Paglia
Chief Executive Officer
Invesco Galaxy Bitcoin ETF
c/o Invesco Capital Management LLC
3500 Lacey Road, Suite 700
Downers Grove, IL 60515
Re:Invesco Galaxy Bitcoin ETF
Amendment No. 1 to Registration Statement on Form S-1
Filed September 21, 2021
File No. 333-255175
Dear Anna Paglia:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
General
1.Based on our preliminary review of your registration statement, we have the following
initial set of comments.  Once you have amended your registration statement and
responded to each of these comments, we will provide you with more detailed comments
relating to your registration statement, as appropriate.
2.We note that your registration statement includes a number of blanks or omitted
information, including, for example, your listing exchange, Bitcoin Custodian, initial
Authorized Participant, other services providers, descriptions of material contracts and
exhibits.  Please revise to include this information in your next amendment, or tell us

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Invesco Galaxy Bitcoin ETF
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when you intend to do so.  Please also confirm your understanding that the staff will need
sufficient time to review this information, and we may have additional comments at that
time.
3.We refer you to our December 2022 Sample Letter to Companies Regarding Recent
Developments in Crypto Asset Markets, located on our website at the following address:
https://www.sec.gov/corpfin/sample-letter-companies-regarding-crypto-asset-markets.
Please consider the issues identified in the sample letter as applicable to your facts and
circumstances, and revise your disclosure accordingly.
Risk Factors, page 10
4.Please revise to enhance and update your discussion of the risks related to bitcoin and the
bitcoin network, including, for example:
•The risk of price volatility from other parts of the crypto asset market; and
•The risk of a “51% attack” on the bitcoin network.
5.Please discuss in your risk factors the extent to which material aspects of the business and
operations of bitcoin trading platforms are not regulated.  For example, please address the
fact that bitcoin trading platforms are not subject to regulation in a similar manner as other
regulated trading platforms, such as national securities exchanges or designated contract
markets.  Also discuss the risks of fraud, manipulation, front-running, wash-trading,
security failures or operational problems at bitcoin trading platforms.
Risks Related to the Trust and the Shares
The Sponsor and its affiliates are subject to conflicts of interest, page 32
6.Please revise to disclose all existing and potential conflicts of interest between your
Sponsor and its affiliates and the Trust.  Please also clarify whether the Sponsor or any
insiders have bitcoin or bitcoin-related exposure that could create conflicts of interest and
disclose whether you have a code of conduct or other requirements for pre-clearance of
bitcoin-related transactions that apply to your employees, the Sponsor, or any of its
affiliates.
The Trust, page 41
7.Please revise your disclosure to address the competition you will face in launching and
sustaining your product.  Please also revise your risk factors to address the risks associated
with this competition, including the risk that your timing in reaching the market and your
fee structure relative to other bitcoin ETPs could have a detrimental effect on the scale and
sustainability of your product.
Description of the Bloomberg Galaxy Bitcoin Index Construction and Maintenance, page 42
8.Please revise your disclosure to address the following in your disclosure regarding the
Index:

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•Identify the Pricing Sources and include a table with market share and volume
information for each Pricing Source comprising the Index used to calculate CFIX;
•Disclose the extent to which the Sponsor has discretion to select a different index;
•Disclose whether the Sponsor will notify investors of changes to the Pricing Sources
used to calculate the Index, and, if so, how the Sponsor will notify the investor of
such changes; and
•Describe the material terms of the licensing agreement and file the agreement as a
material contract.
Calculation of NAV, page 45
9.Please include a materially complete description of the methodology to be used to
calculate NAV and disclose how you will value your bitcoin holdings for GAAP
purposes.  Please also tell us how you intend to develop accounting and valuation policies
to address significant events related to crypto assets.  For example, explain to us how your
valuation policies will address the potential for a blockchain for a crypto asset to diverge
into different paths (i.e., a “fork”) and airdrops.
Custody of the Trust's Assets, page 51
10.Please revise to provide a materially complete discussion of your bitcoin custody
arrangements.  For example, please consider addressing the following:
•Describe the material terms of your agreement with the Bitcoin Custodian;
•Describe whether your assets custodied by the Bitcoin Custodian will be commingled
with assets of other customers, and the geographic location where the private keys
will be stored;
•Identify who will have access to the private key information and disclose whether any
entity will be responsible for verifying the existence of the bitcoins; and
•Disclose whether and to what extent the Bitcoin Custodian carries insurance for any
losses of the bitcoin that it custodies for you.
Creation and Redemption of Shares, page 54
11.Please revise to address the following with respect to the creation and redemption process:
•Discuss the potential impact on the arbitrage mechanism of the price volatility,
trading volume, price differentials across bitcoin trading platforms, and the closing of
bitcoin trading platforms due to fraud, failures, security breaches or otherwise; and
•Describe the mechanics of how the creation and redemption process will work
between the Trust, the Authorized Participants and the Custodian, including a
discussion of whether and to what extent transactions between the Authorized
Participants and the Custodian will be settled on-chain or off-chain, and any risks
associated with the settlement process.
12.Please discuss whether and to what extent the size of your creation and redemption
baskets could have an impact on the arbitrage mechanism in light of the market for

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bitcoin.
Experts, page 67
13.Please revise to include this information in your next amendment, or tell us when you
intend to do so.
Financial Statements, page 75
14.We note your disclosure that your audited financial statements will be provided by
amendment.  Please confirm you will file these audited financial statements in a pre-
effective amendment as soon as they are available in order to allow the staff sufficient
time to complete its review.  Please also confirm your understanding that the staff will
need sufficient time to review the audited financial statements and related information,
and we may have additional comments at that time.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Kate Tillan at 202-551-3604 or Michelle Miller at 202-551-3368 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Lulu Cheng at 202-551-3811 or Justin Dobbie at 202-551-3469 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Paulita Pike