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United States securities and exchange commission logo
November 3, 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. 2 to Registration Statement on Form S-1
Filed October 13, 2023
File No. 333-255175
Dear Anna Paglia:
            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. Unless we note otherwise,
any references to prior comments are to comments in our September 29, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1
General
1.Please provide us with any fact sheets that you intend on distributing for our review.  We
may have comments on these materials.
2.Please file the following as exhibits to the registration statement, or tell us why you are
not required to do so:
•The agreement with the Execution Agent;
•The agreement with the Benchmark Provider; and
•The filing fee table.
Refer to Item 601(b)(10) and (107) of Regulation S-K. In particular, we refer you to Item
601(b)(10)(i)(B) which requires you to file material contracts in which you have a
beneficial interest.

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 Comapany NameInvesco Galaxy Bitcoin ETF
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Anna Paglia
Invesco Galaxy Bitcoin ETF
November 3, 2023
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Cover Page
3.Please revise your disclosure here to identify the initial Authorized Participant as an
underwriter, and disclose the initial price per Share.
Prospectus Summary
Overview of the Trust, page 1
4.We note that "the Trust does not intend to purchase or sell bitcoin directly, except that the
Trust expects to sell bitcoin to pay certain expenses." Please describe the AML, KYC and
any other procedures conducted by the Trust and Sponsor to determine, among other
things, whether the counterparty in any transaction is not a sanctioned entity. To the extent
that the Trust, Sponsor, Authorized Participant or Bitcoin Custodian may not know the
counterparty, please add risk factor disclosure regarding the potential risk of transactions
with a sanctioned entity and the impact if such a transaction occurs.
Risk Factors
Adoption Risk
If the award of new bitcoin for solving blocks and transaction fees for recording transactions are
not sufficiently high, page 14
5.Please expand this risk factor to address the reasons why bitcoin mining may implicate
different risks than other crypto asset mining such as the differences in proof-of-work and
proof-of-stake, and revise to discuss in greater detail the regulations that states have
passed or are currently considering that impact crypto asset mining.
Risks Related to the Markets and Service Ecosystems for Bitcoin, page 28
6.Please add a separately captioned risk factor discussing the regulatory and reputational
risks attendant to bitcoin being used in the furtherance of criminal activity.
The venues through which bitcoin trades are relatively new, page 28
7.Please revise to divide this risk factor into separate risk factors with headings or sub-
headings that describe the specific risk highlighted. In this regard, we note, for example,
that this risk factor currently addresses the different regulatory requirements for bitcoin
trading venues, the risks of fraud and security breaches at bitcoin exchanges, and the lack
of certain safeguards at many bitcoin trading venues. In addition, please add separate risk
factors that highlight the risks related to manipulation, front-running and wash trading.
Failure of funds that hold bitcoin, page 29
8.Please reconcile your statement here that "the Shares will not be listed for trading on any
securities exchanges" with your disclosures elsewhere that the Trust's Shares are expected
to be listed for trading on Cboe BZX.

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The NAV may not always correspond to the market price of the Shares, page 34
9.We note your disclosure that the NAV of the Trust may not always correspond to the
market price of its Shares. Please expand to discuss whether or not slippage is more
pronounced in the trading of crypto assets as compared to other asset classes and bitcoin
as compared to other crypto assets, how the amount of slippage is calculated and if it can
constitute a material percentage, and whether or not you take any steps to limit its impact.
Shareholders may be adversely affected by creation or redemption orders that are subject to
postponement, page 36
10.Please expand this risk factor to describe what is deemed as an "emergency" such that the
fulfillment of a purchase order or the redemption distribution is not reasonably
practicable, and disclose the factors the Sponsor will consider to determine whether the
suspension of creation and redemptions or the postponement of settlement dates are
necessary for the protection of the Trust's Shareholders.
The Sponsor and its affiliates are subject to conflicts of interest, page 37
11.We note your response to comment 6 and re-issue in part. Please revise to disclose:
•All existing conflicts of interest between your Sponsor and its affiliates and the Trust;
•Whether the Sponsor or any insiders have bitcoin or bitcoin-related exposure that
could create conflicts of interest; and
•Any 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.
Risks Related to the Benchmark
Right to change Benchmark, page 39
12.We note that "[t]he Sponsor, in its sole discretion, may cause the Trust to track (or price
its portfolio based upon) an index or standard other than the Benchmark at any time, with
prior notice to the Shareholders, if investment conditions change or the Sponsor believes
that another index or standard better aligns with the Trust’s investment objective and
strategy." In the "Calculation of NAV" section or elsewhere, please revise to disclose the
criteria the Sponsor will use to determine whether another index or standard better aligns
with the Trust's investment objective and strategy, and how and when the Sponsor will
notify Shareholders.
The Bitcoin Market
Forks and Air Drops, page 45
13.We note the Sponsor's discretion with respect to any fork, airdrop or similar events to
determine what action the Trust will take, and which network it believes is generally
accepted as the Bitcoin network and should be considered the appropriate network and the
associated asset as bitcoin for the Trust's purposes. We also note the factors the Sponsor

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expects to take into consideration in evaluating each fork, airdrop or similar
occurrence. Please revise to clarify whether you currently have criteria for determining
whether to support the inclusion of forked assets, and, if so, please describe the criteria,
including how you determine whether a fork is material, and describe the situations in
which the Bitcoin Custodian may not agree to provide the Trust with access to the new
asset. If you do not yet have criteria for determining whether to accept a forked assets, so
state. Please also disclose how you will inform investors of any changes to the Trust's
policy with respect to forks and airdrops.
14.Please reconcile your disclosure in this section regarding the Sponsor's discretion with the
disclosure on page 16 which states "[i]n the event of a hard fork of the Bitcoin network,
the Bitcoin Custodian will determine, in good faith, which peer-to-peer network, among a
group of incompatible forks of the Bitcoin network, is generally accepted as the Bitcoin
network and should therefore be considered the appropriate network for the Trust’s
purposes."
15.Please revise to provide an example of the impact that hard forks have had on crypto
assets, including quantitative information regarding the price of the impacted crypto asset
immediately before and after the fork.
The Trust
Overview of the Trust, page 49
16.We note your disclosure here and on the cover page and page 1 that barring extraordinary
circumstances, the Trust does not intend to purchase or sell bitcoin directly, except that
the Trust expects to sell bitcoin to pay certain expenses. Please revise to clarify what you
mean by "extraordinary circumstances" by providing examples of such circumstances.
Description of Lukka Prime, page 50
17.We note your response to comment 8 and re-issue in part. Please enhance your disclosure
to address the following:
•Include a table with market share and volume information for each Benchmark
Pricing Source. Your revised disclosure should illustrate each exchange's
proportionate representation of the global bitcoin market, and include a brief
description of each of the Benchmark Pricing Sources, including where they are
licensed or regulated, and a discussion on the price differentials and trading volumes
across the exchanges;
•Update the list of exchanges that make up the Benchmark Pricing Sources to the most
recent practicable date;
•Disclose here, if true, that the Sponsor may, in its sole discretion, change either the
Benchmark or Benchmark Provider without Shareholder approval;
•Disclose how the Sponsor will notify investors of any material adjustments to the
Benchmark such as a change in methodology or a change in Benchmark Pricing
Sources, or the Sponsor's decision to change the Benchmark or the Benchmark

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Provider; and
•Describe the material terms of the agreement with the Benchmark Provider.
18.Please disclose the extent to which any bitcoin exchanges have previously been removed
from the Benchmark by the Benchmark Provider and the reasons thereof.
19.Please disclose the date that the Benchmark was launched here and in the risk factor
disclosure on page 38. In addition, to the extent material to understanding the performance
of the Benchmark, please include a chart comparing the historical Benchmark to the prices
on the each of the Benchmark Pricing Sources included in the Benchmark.
20.We note your disclosure here that "[t]he Benchmark Provider periodically reassesses the
exchanges eligible to be considered Benchmark Pricing Sources, and makes adjustments
as needed." Please revise to describe in greater detail the adjustments that may be made to
the Benchmark and the impact that such adjustments could have on the NAV of the Trust.
21.Please revise to describe the Benchmark Provider's oversight procedures to ensure the
integrity of the Benchmark. If there is no such oversight procedure, so state.
22.For Step 1, describe how each of the characteristics (oversight, microstructure and
technology) is evaluated and weighted in order to arrive at the Base Exchange Score.
The Trust's Expenses, page 51
23.We note your disclosure that the Sponsor Fee will be calculated by the Administrator
"based on the quantity of bitcoin held by the Trust." Please revise to clarify how the
Administrator makes such calculation. In addition, please disclose whether the Trust is
responsible for paying any costs associated with the transfer of bitcoin to the Sponsor or
the sale of the bitcoin or if these expenses are included in the Sponsor Fee.
24.We note your disclosure that the Sponsor has agreed to pay all of the Trust’s ordinary
expenses out of the Sponsor’s unified fee, and the Trust may incur certain extraordinary
expenses that are not contractually assumed by the Sponsor. Please revise to
clarify whether any of the Trust's expenses payable by the Sponsor from the Sponsor Fee
are capped.
Calculation of NAV, page 51
25.We note your response to prior comment 9 and your disclosure on page 51 related to the
calculation of NAV. Based on your disclosure, it appears the Benchmark Provider will
establish a principal market for bitcoin, and you will use the price on that market to
determine the value of bitcoin held by the Trust. Further, it appears from your disclosure
on pages 3 and 50 that you have determined the process utilized by the Benchmark
Provider to provide a fair market value for bitcoin aligns with U.S. GAAP. Please explain
to us in greater detail how your fair value measurement methodology, and determination
of principal market, is consistent with the guidance in ASC Topic 820-10. Please address
the following in your response:

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•Clarify how you considered the guidance in ASC Topic 820-10-35-6A which states
the principal market shall be considered from the perspective of the reporting entity;
•Tell us if you or your Authorized Participant plan to transact in any, or all, of the
specific exchanges listed on pages 3 and 50 of the amendment that are used by the
Benchmark Provider;
•Tell us if you or your Authorized Participant plan to transact in multiple markets and
the types of markets in which you expect to transact; in that regard, we note that ASC
820-10-35-36A includes definitions of four types of markets (e.g. brokered market,
dealer market, exchange market, and principal to principal market); and
•Explain how you considered the guidance in ASC 820-10-35-5A that indicates the
principal market is presumed to be the market in which the entity would normally
transact.
26.We note your response to prior comment 9 and the related revisions to your disclosure. In
your disclosure on page 52 you describe actions the Sponsor's Valuation Team may take if
unusual pricing is detected. Please tell us whether you expect these actions (such as the
use of an alternative benchmark) to be part of your determination of fair value for
financial statement purposes in accordance with U.S. GAAP.
27.Please disclose what policies or procedures you have in place if the Benchmark becomes
unavailable or if the Sponsor or Administrator determines that the Benchmark does not
reflect an accurate bitcoin price.
28.You state that the "pause between 4:00 p.m. EST and 5:30 p.m. EST (or later)
provides the Sponsor’s Valuation Team an opportunity to algorithmically detect, flag,
investigate, and address unusual pricing should it occur." Please revise to clarify who is
responsible for monitoring for unusual pricing, who can correct the price, and how any
such correction would impact the Benchmark and/or NAV. In that regard, please provide a
definition for "Sponsor's Valuation Team" and describe what tools the team has to detect
unusual pricing.
Intraday Indicative Value, page 52
29.Please clarify how the intraday indicative value is calculated throughout the day. In this
regard, we note your disclosure that IIV is calculated "by using the prior day's closing
NAV as a base and updating that value throughout the trading day to reflect changes in the
most recently reported price of bitcoin as reported by the Benchmark Provider or another
reporting service." Please clarify how the Benchmark Provider calculates and reports the
bitcoin price throughout the day and under what circumstances the price would be derived
from another reporting service.

 FirstName LastNameAnna Pagli