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United States securities and exchange commission logo
January 8, 2024
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. 5 to Registration Statement on Form S-1
Filed January 8, 2024
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 January 5, 2024 letter.
Amendment No. 5 to Registration Statement on Form S-1
General
1.We note your response to prior comment 1 and we reissue the comment. In a pre-effective
amendment, please update your EDGAR offering data header tags to reflect that you are
registering an indeterminate number of securities in accordance with Rules 456(d) and
457(u).

 FirstName LastNameAnna Paglia
 Comapany NameInvesco Galaxy Bitcoin ETF
 January 8, 2024 Page 2
 FirstName LastName
Anna Paglia
Invesco Galaxy Bitcoin ETF
January 8, 2024
Page 2
2.In order to meet your anticipated timing, please respond to these comments and amend
your registration statement no later than 10:00 a.m. (EST) on January 9, 2024.
Prospectus Summary
The Trust's Service Providers
Authorized Participants, page 7
3.We note the revisions you made in response to prior comment 4 and we reissue the
comment in part. Please revise here, and elsewhere in your prospectus as appropriate, to
clarify, if true, that neither the Trust nor the Execution Agent have contractual
arrangements with any particular Bitcoin Counterparties and that the Trust is not able to
identify any particular Bitcoin Counterparties that may be selected by the Execution
Agent at this time. Please also tell us how you expect to update your disclosure and inform
investors once the Execution Agent has identified and selected particular Bitcoin
Counterparties. In addition, please also clarify whether and to what extent any of the
Bitcoin Counterparties are affiliated with or have any material relationships with any of
the Authorized Participants.
Risk Factors, page 14
4.Please add risk factor disclosure addressing the risks related to your Authorized
Participants acting in the same capacity for several competing products.
The Execution Agent may route orders, page 26
5.We note that you use the defined term "Connected Trading Venues" in this risk factor
disclosure about your Execution Agent, without identifying any specific venues. We also
note that you use the same defined term on page 83 when discussing prime broker services
to be provided by Coinbase, and in that instance, you list specific trading venues. Please
revise to reconcile your use of this defined term and clarify whether Coinbase and the
Execution Agent have identified the same trading venues.
            Please contact David Irving at 202-551-3321 or Robert Telewicz at 202-551-3438 if you
have questions regarding comments on the financial statements and related matters. Please
contact David Gessert at 202-551-2326 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Paulita Pike