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CORRESP
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CORRESP

 December 13, 2023

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. 2 to Registration Statement on Form S-1

Filed October 13, 2023

 File
No. 333-255175

 Dear Ms. Cheng and Messrs. Dobbie, Irving and Telewicz:

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 November 3, 2023 in connection
with Pre-Effective Amendment No. 2 to the Trust’s Registration Statement on Form S-1 (the “Registration Statement”), which was filed with the
Commission on October 13, 2021. The comments of the Staff refer in part to the Trust’s comment response letter provided to the Staff on October 12, 2023 (the “October 12 Letter”), which responded to the comments of the Staff
originally provided via e-mail on September 29, 2023.

 The below responses are reflected, to the extent
applicable, in Pre-Effective Amendment No. 3 to the Trust’s Registration Statement, filed contemporaneously with this letter on December 13, 2023. The following sets forth the Staff’s comments
and the Trust’s responses thereto. Defined terms used and not otherwise defined herein have the meaning assigned to them in the Registration Statement.

Amendment No. 2 to Registration Statement on Form S-1

General

1.
 Staff Comment: Please provide us with any fact sheets that you intend on distributing for our review. We
may have comments on these materials.

 Response: The Sponsor does not currently intend to distribute fact sheets
until after the Trust has had at least one quarter of operating history.

2.
 Staff Comment: 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.

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 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.

Response: The Trust has filed certain material contracts as exhibits to Pre-Effective Amendment
No. 3, including, among others, agreements with the Execution Agent and the Benchmark Provider, the Bitcoin Custodian, the Fund Administrator, the Transfer Agent and the Cash Custodian, as well as the filing fee table. The Trust confirms that
all material contracts will be filed with the Registration Statement prior to effectiveness.

 Cover Page

3.
 Staff Comment: Please revise your disclosure here to identify the initial Authorized Participant as an
underwriter, and disclose the initial price per Share.

 Response: Prior to effectiveness, the Trust’s
registration statement will identify the initial Authorized Participant and disclose the initial price per Share. In the “Plan of Distribution” section, the Trust includes the following disclosure:

Authorized Participants, other broker-dealers and other persons are cautioned that some of their activities may result in their being deemed
participants in a distribution in a manner that would render them statutory underwriters and subject them to the prospectus delivery and liability provisions of the 1933 Act. For example, the initial Authorized Participant will be a statutory
underwriter with respect to the initial purchase of Creation Baskets. Any purchaser who purchases Shares with a view towards distribution of such Shares may be deemed to be a statutory underwriter.

Prospectus Summary

 Overview of the Trust, page 1

4.
 Staff Comment: 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.

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 Response:

The following descriptions of the relevant Anti-Money Laundering and Know Your Customer (“AML/KYC”) policies and procedures has been
added to the Trust’s Registration Statement under the risk factor titled “Anonymity and illicit financing risk”:

 The
Sponsor, the Execution Agent and the Trust have adopted and implemented policies and procedures that are designed to ensure that they do not violate applicable AML and sanctions laws and regulations and to comply with any applicable KYC laws and
regulations. Each of the Sponsor, the Execution Agent and the Trust will only interact with known third party service providers with respect to whom it has engaged in a due diligence process, including thorough KYC process, such as the Authorized
Participants and the Bitcoin Custodian. Authorized Participants, as broker-dealers, and the Bitcoin Custodian, as a limited purpose trust company subject to New York Banking Law, are subject to the U.S. Bank Secrecy Act (as amended)
(“BSA”) and U.S. economic sanctions laws.

 The Bitcoin Custodian has adopted and implemented an anti-money laundering and
sanctions compliance program that provides protections intended to ensure that the Sponsor and the Trust do not transact with a sanctioned party. Notably, the Bitcoin Custodian performs Know-Your-Transaction (“KYT”) screening using
blockchain analytics to identify, detect, and mitigate the risk of transacting with a sanctioned or other unlawful actor. Pursuant to the Bitcoin Custodian’s KYT program, any bitcoin that is delivered to the Trust’s custody account will
undergo screening to ensure that the origins of that bitcoin are not illicit.

 There is no guarantee that such procedures will always be
effective. If the Authorized Participants, the Market Makers, the Bitcoin Custodian or the Prime Broker were to have inadequate policies, procedures and controls for complying with applicable anti-money laundering and applicable sanctions laws or
the Trust’s diligence is ineffective, violations of such laws could result, which could result in regulatory liability for the Trust, the Sponsor, the Trustee or their affiliates under such laws, including governmental fines, penalties, and
other punishments, as well as potential liability to or cessation of services by the Prime Broker and its affiliates, including the Bitcoin Custodian. Any of the foregoing could result in losses to the Shareholders or negatively affect the
Trust’s ability to operate.

 In the ordinary course, the Trust expects that all of the Trust’s direct bitcoin transactions will
be effected by the Execution Agent over-the-counter (“OTC”) with known counterparties and not through an exchange. Risks generally associated with bitcoin
being used in the furtherance of criminal activity are also addressed in a new risk factor as described in response to Comment #6.

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 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.
 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.

Response: The risks related to bitcoin trading platforms not being subject to the same regulatory regime as stock exchanges are
discussed under the risk factor “Risks Related to the Trust and the Shares—Bitcoin spot trading venues are not subject to the same regulatory oversight as traditional equity exchanges, which could negatively impact the ability of
Authorized Participants to implement arbitrage mechanisms.” The risks related to security failures are specifically addressed under the heading “Cybersecurity Risk Related to Bitcoin.”

Pre-Effective Amendment No. 3 discusses the risks of fraud, manipulation, front-running,
wash-trading and operational problems under the risk factor “Risks Related to the Markets and Service Ecosystem for Bitcoin,” including the following new language which will supplement existing disclosures:

Spot markets may be exposed to fraud and market manipulation.

The blockchain infrastructure could be used by certain market participants to exploit arbitrage opportunities through schemes such as
front-running, spoofing, pump-and-dump and fraud across different systems, platforms or geographic locations. As a result of reduced oversight, these schemes may be more
prevalent in digital asset markets than in the general market for financial products.

 The SEC has identified possible sources of fraud and
manipulation in the bitcoin market generally, including, among others (1) “wash trading”; (2) persons with a dominant position in bitcoin manipulating bitcoin pricing; (3) hacking of the Bitcoin network and trading platforms;
(4) malicious control of the Bitcoin network; (5) trading based on material, non-public information (for example, plans of market participants to significantly increase or decrease their holdings in
bitcoin, new sources of demand for bitcoin, etc.) or based on the dissemination of false and misleading information; (6) manipulative activity involving purported “stablecoins,” including Tether; and (7) fraud and manipulation at
bitcoin trading platforms.

 Over the past several years, a number of bitcoin spot markets have been closed or faced issues due to fraud. In
many of these instances, the customers of such bitcoin spot markets were not compensated or made whole for the partial or complete losses of their account balances in such bitcoin exchanges.

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 In 2019, there were reports claiming that 80.95% of bitcoin trading volume on digital asset
exchanges was false or noneconomic in nature, with specific focus on unregulated exchanges located outside of the United States. Such reports alleged that certain overseas exchanges have displayed suspicious trading activity suggestive of a variety
of manipulative or fraudulent practices.

 The potential consequences of a spot market’s failure or failure to prevent market
manipulation could adversely affect the value of the Shares. Any market abuse, and a loss of investor confidence in bitcoin, may adversely impact pricing trends in bitcoin markets broadly, as well as an investment in Shares of the Trust.

Spot markets may be exposed to wash trading.

Spot markets on which bitcoin trades may be susceptible to wash trading. Wash trading occurs when offsetting trades are entered into for other
than bona fide reasons, such as the desire to inflate reported trading volumes. Wash trading may be motivated by non-economic reasons, such as a desire for increased visibility on popular websites that monitor
markets for digital assets so as to improve their attractiveness to investors who look for maximum liquidity, or it may be motivated by the ability to attract listing fees from token issuers who seek the most liquid and high-volume exchanges on
which to list their coins. Results of wash trading may include unexpected obstacles to trade and erroneous investment decisions based on false information.

Even in the United States, and even on regulated venues there have been allegations of wash trading. Any actual or perceived false trading in
the digital asset exchange market, and any other fraudulent or manipulative acts and practices, could adversely affect the value of bitcoin and/or negatively affect the market perception of bitcoin.

To the extent that wash trading either occurs or appears to occur in spot markets on which bitcoin trades, investors may develop negative
perceptions about bitcoin and the digital assets industry more broadly, which could adversely impact the price bitcoin and, therefore, the price of Shares. Wash trading also may place more legitimate digital asset exchanges at a relative competitive
disadvantage.

 Spot markets may be exposed to front-running.

Spot markets on which bitcoin trades may be susceptible to “front-running,” which refers to the process when someone uses technology
or market advantage to get prior knowledge of upcoming transactions. Front-running is a frequent activity on centralized as well as decentralized exchanges. By using bots functioning on a millisecond-scale timeframe, bad actors are able

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to take advantage of the forthcoming price movement and make economic gains at the cost of those who had introduced these transactions. The objective of a front runner is to buy a group of tokens
at a low price and later sell them at a higher price while simultaneously exiting the position. Front-running happens via manipulations of gas prices or timestamps, also known as slow matching. To extent that front-running occurs, it may result in
investor frustration and concerns as to the price integrity of digital asset exchanges and digital assets more generally.

 Risks Related to the Markets
and Service Ecosystems for Bitcoin, page 28

6.
 Staff Comment: Please add a separately captioned risk factor discussing the regulatory and reputational
risks attendant to bitcoin being used in the furtherance of criminal activity.

 Response: Pre-Effective Amendment No. 3 includes the following new risk factor addressing the referenced risks:

Anonymity and illicit financing risk.

Although transaction details of peer-to-peer transactions are
recorded on the Bitcoin blockchain, a buyer or seller of digital assets on a peer-to-peer basis directly on the Bitcoin network may never know to whom the public key
belongs or the true identity of the party with whom it is transacting. Public key addresses are randomized sequences of alphanumeric characters that, standing alone, do not provide sufficient information to identify users. In addition, certain
technologies may obscure the origin or chain of custody of digital assets. The opaque nature of the market poses asset verification challenges for market participants, regulators and auditors and gives rise to an increased risk of manipulation and
fraud, including the potential for Ponzi schemes, bucket shops and pump and dump schemes. Digital assets have in the past been used to facilitate illicit activities. If a digital asset was used to facilitate illicit activities, businesses that
facilitate transactions in such digital assets could be at increased risk of potential criminal or civil lawsuits, or of having banking or other services cut off, and such digital asset could be removed from digital asset exchanges. Any of the
aforementioned occurrences could adversely affect the price of the relevant digital asset, the attractiveness of the respective blockchain network and an investment in the Shares. While the Trust’s bitcoin transactions are expected to be
effected by the Execution Agent over-the-counter with known counterparties, if the Trust, the Sponsor or the Trustee were to transact with a sanctioned entity, the
Trust, the Sponsor or the Trustee would be at risk of potential criminal or civil lawsuits or liability.

 The Trust takes measures with the
objective of reducing illicit financing risks in connection with the Trust’s activities. However, illicit financing risks are present in the digital asset markets, including markets for bitcoin. There can be no a