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 Confidential Treatment Requested by Invesco Galaxy Bitcoin ETF

October 12, 2023

CONFIDENTIAL TREATMENT REQUESTED BY INVESCO GALAXY BITCOIN ETF

VIA EDGAR

 Securities and Exchange Commission

Division of Corporate Finance

 Office of Crypto Assets

100 F Street, NE

 Washington, D.C. 20549

Re:
 Invesco Galaxy Bitcoin ETF

Amendment No. 1 to Registration Statement on Form S-1

Filed September 21, 2021

File No. 333-255175

 Dear Mses. Tillan,
Miller and Cheng and Mr. Dobbie:

 On behalf of Invesco Galaxy Bitcoin ETF (the “Trust”) and Invesco Capital Management LLC (the
“Sponsor” or “Invesco”), we are writing to respond to comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) that you provided by e-mail on September 29, 2023 in
connection with Pre-Effective Amendment No. 1 to the Trust’s Registration Statement on Form S-1 (the “Registration Statement”), which was filed with the Commission on September 21, 2021. The below responses are reflected, to
the extent applicable, in Pre-Effective Amendment No. 2 to the Trust’s Registration Statement expected to be filed on or about October 12, 2023. The following sets forth the Staff’s comments and the Fund’s responses thereto.

 This letter omits confidential information for which we seek confidential treatment under the Freedom of Information Act. The portions of this letter for
which confidential treatment are sought are marked as [Redacted – Confidential Treatment Requested]. A separate unredacted version of this letter has been delivered to the Staff.

General

1.
 Staff Comment: 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.

Response: The Trust acknowledges the staff’s comment.

2.
 Staff Comment: We note that your registration statement includes a number of blanks or omitted
information, including, for example, your listing exchange, Bitcoin Custodian,

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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 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.

Response: Pre-Effective Amendment No. 2 will identify the listing exchange (Cboe BZX), Bitcoin Custodian (Coinbase Custody Trust
Company, LLC), the Administrator and Transfer Agent (the Bank of New York Mellon), and the Trustee (Delaware Trust Company), and will provide additional information missing from Pre-Effective Amendment No.1. The Trust intends to provide any
remaining omitted information in Pre-Effective Amendment No. 3.

 The Trust confirms its understanding that the staff will need sufficient
time to review this information and may have additional comments at that time.

3.
 Staff Comment: 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.

 Response: The Trust confirms that it has
reviewed the December 2022 staff letter and has provided or updated disclosure to the extent applicable. For example, the Trust has updated the disclosures relating to Sample Comments No. 2 (through the discussion of the bankruptcies of FTX,
BlockFi and Genesis), No. 3 (through disclosure of recent action against the Bitcoin Custodian and its potential effects on the Trust) and No. 11 (through additions to the “Regulatory Risk” factor discussing statements of federal
banking agencies and Congressional subcommittees, as well as recent comments from SEC staff), in addition to other updates discussed throughout this response letter.

Additionally, many of the sample comments are already addressed in existing disclosure within the Registration Statement or are not relevant to
the Trust. For example, Sample Comment No. 1 (addressed in “Risk Factors – Market and Volatility Risk” and “Bitcoin and the Bitcoin Market – Volatility of Bitcoin”), No. 4 (addressed in “Custody of the
Trust’s Assets”) and No. 8 (addressed in “Risks Related to the Trust and the Shares – Shareholders may be adversely affected by creation or redemption orders that are subject to postponement, suspension or rejection under
certain circumstances”) were previously addressed; whereas Sample Comment No. 5 (the Trust has not yet experienced any redemptions or withdrawals), No. 6 (the Trust does not pledge held crypto assets to serve as collateral), and
No. 7 (the Trust has no plan to issue crypto assets) are inapplicable.

 Risk Factors, page 10

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4.
 Staff Comment: 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.

Response: The Trust confirms that it has enhanced and updated discussions relating to bitcoin and the Bitcoin network, including, among
other things:

•
 The disclosure surrounding the risk of price volatility from other parts of the crypto asset market has been
expanded, including through discussion of the effects on Bitcoin of the FTX, BlockFi and Genesis bankruptcy filings as well as the collapse of Silicon Valley Bank and other crypto-related banks and businesses. For example:

•
 Risk Factors – Risks Related to Bitcoin – Market and Volatility Risk: Extreme volatility may
persist and the value of the Shares may significantly decline in the future without recovery. The digital asset markets may still be experiencing a bubble or may experience a bubble again in the future. For example, in the first half of 2022, each
of Celsius Network, Voyager Digital Ltd., and Three Arrows Capital declared bankruptcy, resulting in a loss of confidence in participants of the digital asset ecosystem and negative publicity surrounding digital assets more broadly. In November
2022, FTX Trading Ltd. (“FTX”), one of the largest digital asset exchanges by volume at the time, halted customer withdrawals amid rumors of the company’s liquidity issues and likely insolvency, which were subsequently corroborated by
its CEO. Shortly thereafter, FTX’s CEO resigned and FTX and many of its affiliates filed for bankruptcy in the United States, while other affiliates have entered insolvency, liquidation, or similar proceedings around the globe, following which
the U.S. Department of Justice brought criminal fraud and other charges, and the SEC and CFTC brought civil securities and commodities fraud charges, against certain of FTX’s and its affiliates’ senior executives, including its former CEO.
In addition, several other entities in the digital asset industry filed for bankruptcy following FTX’s bankruptcy filing, such as BlockFi Inc. and Genesis Global Capital, LLC (“Genesis”). In response to these events (collectively, the
“2022 Events”), the digital asset markets have experienced extreme price volatility and other entities in the digital asset industry have been, and may continue to be, negatively affected, further undermining confidence in the digital
asset markets. These events have also negatively impacted the liquidity of the digital asset markets as certain entities affiliated with FTX engaged in significant trading activity. If the liquidity of the digital

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asset markets continues to be negatively impacted by these or similar events, digital asset prices, including bitcoin, may continue to experience significant volatility or price declines and
confidence in the digital asset markets may be further undermined.

•
 Risk Factors – Regulatory Risk: For example, the events of 2022, including among others the
bankruptcy filings of FTX and its subsidiaries, Three Arrows Capital, Celsius Network, Voyager Digital, Genesis, BlockFi and others, and other developments in the digital asset markets, have resulted in calls for heightened scrutiny and regulation
of the digital asset industry, with a specific focus on intermediaries such as digital asset exchanges, platforms, and custodians. Federal and state legislatures and regulatory agencies may introduce and enact new laws and regulations to regulate
crypto asset intermediaries, such as digital asset exchanges and custodians. The March 2023 collapses of Silicon Valley Bank, Silvergate Bank, and Signature Bank, which in some cases provided services to the digital assets industry, or similar
future events, may amplify and/or accelerate these trends.

•
 The disclosure relating to the risk of a 51% attack on the Bitcoin network has been expanded, including through
discussion of the 2019 Bitcoin Cash and 2020 Ethereum Classic 51% attacks. For example:

•
 Risk Factors – Cybersecurity Risks Related to Bitcoin: In addition, in May 2019, the Bitcoin Cash
network experienced a 51% attack when two large mining pools reversed a series of transactions in order to stop an unknown miner from taking advantage of a flaw in a recent Bitcoin Cash protocol upgrade. Although this particular attack was arguably
benevolent, the fact that such coordinated activity was able to occur may negatively impact perceptions of the Bitcoin Cash network. Furthermore, in August 2020, the Ethereum Classic Network was the target of two double-spend attacks by an unknown
actor or actors that gained more than 50% of the processing power of the Ethereum Classic network. The attacks resulted in reorganizations of the Ethereum Classic blockchain that allowed the attacker or attackers to reverse previously recorded
transactions in excess of $5.0 million and $1.0 million.

5.
 Staff Comment: 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.

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 Response: The Trust confirms that it has enhanced and updated disclosures relating to
the fact that bitcoin trading platforms are not subject to regulation in a manner similar to regulated trading platforms, including the following:

•
 Risk Factors – Regulatory Risk: On January 3, 2023, the federal banking agencies issued a
joint statement on crypto-asset risks to banking organizations following events which exposed vulnerabilities in the crypto-asset sector, including the risk of fraud and scams, legal uncertainties, significant volatility, and contagion risk.
Although banking organizations are not prohibited from crypto-asset related activities, the agencies have expressed significant safety and soundness concerns with business models that are concentrated in crypto-asset related activities or have
concentrated exposures to the crypto-asset sector.

•
 Risk Factors – Risks Related to the Markets and Service Ecosystems for Bitcoin: Venues through
which bitcoin trades are relatively new. Bitcoin trading venues are generally subject to different regulatory requirements than venues for trading more traditional assets, and may be subject to limited or no regulation, especially outside the U.S.
Furthermore, many such trading venues, including exchanges and over-the-counter trading venues, do not provide the public with significant information regarding their ownership structure, management teams, corporate practices or regulatory
compliance. Bitcoin trading venues may impose daily, weekly, monthly or customer-specific transaction or distribution limits or suspend withdrawals entirely, rendering the exchange of bitcoin for fiat currency difficult or impossible. Participation
in bitcoin trading on some venues requires users to take on credit risk by transferring digital assets from a personal account to a third party’s account, which could discourage trading on those venues.

•
 Over the past several years, a number of bitcoin exchanges have been closed due to fraud, failure or security
breaches. In many of these instances, the customers of such exchanges were not compensated or made whole for the partial or complete losses of their account balances in such exchanges. While smaller trading venues are less likely to have the
infrastructure and capitalization that make larger trading venues more stable, larger trading venues are more likely to be appealing targets for hackers and “malware” (i.e., software used or programmed by attackers to disrupt computer
operation, gather sensitive information or gain access to private computer systems). For example, in 2014, the largest bitcoin exchange at the time, Mt. Gox, filed for bankruptcy in Japan amid reports the exchange lost up to 850,000 bitcoin, valued
then at over $450 million.

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•
 As another example, in January 2015, Bitstamp announced that approximately 19,000 bitcoin had been stolen from
its operational or “hot” wallets. In August 2016, it was reported that almost 120,000 bitcoin worth around $78 million were stolen from Bitfinex, a large bitcoin exchange. The value of bitcoin immediately decreased by more than 10%
following reports of the theft at Bitfinex. In addition, in December 2017, Yapian, the operator of Seoul-based digital asset exchange Youbit, suspended digital asset trading and filed for bankruptcy following a hack that resulted in a loss of 17% of
Yapian’s assets. Following the hack, Youbit users were allowed to withdraw approximately 75% of the digital assets in their exchange accounts, with any potential further distributions to be made following Yapian’s pending bankruptcy
proceedings. In January 2018, Japan-based exchange Coincheck reported that over $500 million worth of the digital asset NEM had been lost due to hacking attacks, resulting in significant decreases in the prices of bitcoin, ether and other digital
assets as the market grew increasingly concerned about the security of digital assets. Following South Korean-based exchange Coinrail’s announcement in early June 2018 about a hacking incident, the price of bitcoin and ether dropped more than
10%. In September 2018, Japan-based exchange Zaif announced that approximately $60 million worth of digital assets, including bitcoin, was stolen due to hacking activities. In May 2019, one of the world’s largest digital asset exchanges,
Binance, was hacked, resulting in losses of approximately $40 million. Further, in November 2022, FTX Trading Ltd. (“FTX”), one of the largest digital asset exchanges by volume at the time, halted customer withdrawals amid rumors of the
company’s liquidity issues and likely insolvency, which were subsequently corroborated by its CEO. Shortly thereafter, FTX’s CEO resigned and FTX and many of its affiliates filed for bankruptcy in the United States, while other affiliates
have entered insolvency, liquidation, or similar proceedings around the globe, following which the U.S. Department of Justice brought criminal fraud and ot