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CORRESP
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CORRESP

 December 29, 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. 3 to Registration Statement on Form S-1

Filed December 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 December 21, 2023 in connection
with Pre-Effective Amendment No. 3 to the Trust’s Registration Statement on Form S-1 (the “Registration Statement”), which was filed with the
Commission on December 13, 2023. The comments of the Staff refer in part to the Trust’s comment response letter provided to the Staff on December 13, 2023 (the “December 13 Letter”), which responded to the comments of the
Staff originally provided via e-mail on November 3, 2023.

 The below responses are reflected, to the extent
applicable, in Pre-Effective Amendment No. 4 to the Trust’s Registration Statement, filed contemporaneously with this letter on December 29, 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. 3 to Registration Statement on Form S-1

General

1.
 Staff Comment: Please explain why you state that the Trust “expects” that creation and
redemption transactions initially will take place in cash. To the extent that creation and redemption transactions will take place in cash, please revise accordingly. In addition, to the extent that creation and redemption transactions will not take
place in-kind when you launch the product, please revise throughout the prospectus to focus the disclosure on the mechanics of cash creations and redemptions and remove the detailed disclosure about in-kind creations and redemptions. Please also disclose that the timing of the regulatory approval of an in-kind creation model is unknown and there is no guarantee that the
exchange will receive such approval.

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 Response: The Trust has revised its disclosures as requested and added the disclosure
of the unknown timing of the regulatory approval of in-kind creations and redemptions. The relevant portion of the cover pages in Pre-Effective Amendment No. 4
reads as follows:

 The Trust intends to issue Shares on a continuous basis and is registering an indeterminate number of Shares with the
SEC in accordance with Rule 456(d) and 457(u) under the Securities Act of 1933, as amended (the “Securities Act”). The Trust will process all creations and redemptions of Shares in transactions with financial firms that are authorized to
do so (known as “Authorized Participants”). When the Trust issues or redeems its Shares, it will do so only in blocks of 5,000 Shares (a “Creation Basket”) based on the quantity of bitcoin attributable to each Share of the Trust
(net of accrued but unpaid Sponsor fees and any accrued but unpaid expenses or liabilities). The Trust expects that creation and redemption transactions initially will take place in cash. Subject to Cboe BZX (“Cboe”) in the future
receiving the necessary regulatory approval to permit the Trust to create and redeem Creation Baskets in-kind for bitcoin (the “In-Kind Regulatory Approval”),
these transactions may also take place in exchange for bitcoin. The timing of the In-Kind Regulatory Approval and the related in-kind creation model is unknown and there
is no guarantee that the Cboe will receive such approval.

 When purchasing Creation Baskets, Authorized Participants will deliver cash to
the Cash Custodian. Galaxy Digital Funds LLC (the “Execution Agent”) will be responsible for acquiring the requisite amount of bitcoin on behalf of the Trust on an agency basis. Once the Execution Agent selects a counterparty or digital
asset trading venue (“Bitcoin Counterparty”), the Cash Custodian will transfer cash to the Bitcoin Counterparty in payment for the requisite amount of bitcoin. The bitcoin acquired from the Bitcoin Counterparty will be transferred to the
Bitcoin Custodian. After receipt of the bitcoin by the Bitcoin Custodian, the Transfer Agent will issue Creation Baskets of Shares to the creating Authorized Participant in satisfaction of the creation order.

When redeeming Creation Baskets, the Execution Agent will be responsible for selling the requisite amount of bitcoin on behalf of the Trust on
an agency basis. Once the Execution Agent selects a Bitcoin Counterparty, the Bitcoin Custodian will transfer bitcoin to the Bitcoin Counterparty in return for the requisite cash payment. The cash received from the Bitcoin Counterparty will be
delivered to the Cash Custodian. After receipt of the cash payment, the Transfer Agent will redeem the Shares and the Cash Custodian will distribute the resulting cash to the redeeming Authorized Participant in satisfaction of the redemption order.

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 In connection with both creation and redemption transactions, the Execution Agent, pursuant
to the oversight of the Sponsor, will decide how and with which Bitcoin Counterparty to transact on the Trust’s behalf. The Authorized Participants will deliver only cash to create Shares and will receive only cash when redeeming Shares.
Further, Authorized Participants will not directly or indirectly purchase, hold, deliver, or receive bitcoin as part of the creation or redemption process or otherwise direct the Trust or a third-party with respect to purchasing, holding,
delivering, or receiving bitcoin as part of the creation or redemption process. The Trust will create Shares by receiving bitcoin from a third-party that is not the Authorized Participant and the Trust (through the Execution Agent, on an agency
basis)—not the Authorized Participant—is responsible for selecting the third-party to deliver the bitcoin. Further, the third-party will not be acting as an agent of the Authorized Participant with respect to the delivery of the bitcoin to
the Trust or acting at the direction of the Authorized Participant with respect to the delivery of the bitcoin to the Trust. The Trust will redeem shares by delivering bitcoin to a third-party that is not the Authorized Participant and the Trust
(through the Execution Agent, on an agency basis)—not the Authorized Participant—is responsible for selecting the third-party to receive the bitcoin. Further, the third-party will not be acting as an agent of the Authorized Participant
with respect to the receipt of the bitcoin from the Trust or acting at the direction of the Authorized Participant with respect to the receipt of the bitcoin from the Trust.

In addition, the Trust has made conforming edits throughout the Registration Statement.

Prospectus Summary, page 1

2.
 Staff Comment: Please revise your Prospectus Summary to disclose, if true, that:

•

 The Trust, the Sponsor and the service providers will not loan or pledge the Trust’s assets, nor will the
Trust’s assets serve as collateral for any loan or similar arrangement; and

•

 The Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment
objective.

 Response: The Trust has added the requested disclosure. The relevant portion of the section
“Prospectus Summary – Overview of the Trust” in Pre-Effective Amendment No. 4 reads as follows:

Invesco Galaxy Bitcoin ETF (the “Trust”) is an exchange-traded fund that issues common shares of beneficial interest (the
“Shares”) that trade on Cboe BZX (“Cboe” or the “Exchange”) under the ticker symbol “BTCO”. Invesco Capital Management LLC (the “Sponsor”) is the sponsor of the Trust. The Trust’s investment
objective is to reflect the performance of the spot price of bitcoin as measured using the Lukka Prime Bitcoin Reference Rate (the “Benchmark”), less the Trust’s expenses and other liabilities. The Trust is passively managed and the
Sponsor does not actively manage the bitcoin held by the Trust. This means that the Sponsor does not sell bitcoin at times when its price is high or acquire bitcoin at low prices in the expectation of future price increases. It also means that the
Sponsor does not make use of

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any of the hedging techniques available to professional bitcoin investors to attempt to reduce the risks of losses resulting from price changes. The Trust, the Sponsor and the service providers
will not loan or pledge the Trust’s assets, nor will the Trust’s assets serve as collateral for any loan or similar arrangement. The Trust will not utilize leverage, derivatives or any similar arrangements in seeking to meet its investment
objective. The Trust is not a registered investment company under the Investment Company Act and is not required to register under the Investment Company Act. The Sponsor is not registered with the SEC as an investment adviser and is not subject to
regulation by the SEC as such in connection with its activities with respect to the Trust. The Trust is not a commodity pool for purposes of the CEA, and the Sponsor is not subject to regulation by the CFTC as a commodity pool operator or a
commodity trading advisor in connection with its activities with respect to the Trust.

 In addition, the Trust has made conforming edits in
the Registration Statement.

3.
 Staff Comment: We note your response to [Comment 44 in the December 13 Letter] and re-issue in part. Please disclose in the prospectus summary section the extent to which Shareholders do not have voting rights.

Response: The Trust has revised its disclosures as requested. The relevant portion of the section “Prospectus Summary – The
Trust’s Legal Structure” in Pre-Effective Amendment No. 4 reads as follows:

 The
Trust is a Delaware statutory trust, formed on April 5, 2021 pursuant to the Delaware Statutory Trust Act (“DSTA”). The Trust continuously issues common shares representing fractional undivided beneficial interest in and ownership of
the Trust that may be purchased and sold on the Exchange. The Trust operates pursuant to an Amended and Restated Declaration of Trust and Trust Agreement, dated as of December 13, 2023 (the “Trust Agreement”). Delaware Trust Company,
a Delaware trust company, is the Delaware trustee of the Trust (the “Trustee”). The Trust is managed and controlled by the Sponsor. Shareholders will have very limited voting rights, which will limit their ability to influence matters such
as amendment of the Trust Agreement, change in the Trust’s basic investment policy, dissolution of the Trust, or the sale or distribution of the Trust’s assets.

The Registration Statement contains conforming edits, including in the “Voting by Shareholders; Management” section and in the
description of the Trust Agreement.

 Overview of the Trust, page 1

4.
 Staff Comment: We note that the Trust expects that creation and redemption transactions initially will
take place in cash, but in the future, the Trust may permit or require creation and redemption transactions to take place in kind. Please confirm your understanding, consistent with the undertaking required by Item 512(a)(1)(iii) of Regulation S-K, that you will file a post-effective amendment to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
information.

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 Response: The Trust confirms that it will file a post-effective amendment to add or
revise any material information with respect to the plan of distribution with respect to the description of creation and redemption transactions.

 The
Trust’s Service Providers

 The Bitcoin Custodian, page 5

5.
 Staff Comment: Please revise to balance your disclosure regarding the “extensive regulation”
to which the Bitcoin Custodian is subject.

 Response: The Trust has revised its disclosures as requested. The
relevant portion of the section “Prospectus Summary – The Trust’s Service Providers – The Bitcoin Custodian” in Pre-Effective Amendment No. 4 reads as follows:

The Bitcoin Custodian is a third-party limited purpose trust company that was chartered in 2018 upon receiving a trust charter from the NYSDFS.
The Bitcoin Custodian is subject to regulation by the NYSDFS and has a long track record of providing custodial services for digital asset private keys. The Sponsor believes that the Bitcoin Custodian’s policies, procedures, and controls for
safekeeping, exclusively possessing, and controlling the Trust’s bitcoin holdings are consistent with industry best practices to protect against theft, loss, and unauthorized and accidental use of the private keys. The Trust Bitcoin Account and
Sponsor Bitcoin Account (each as defined herein) are segregated accounts and are therefore not commingled with the Bitcoin Custodian’s corporate or other customer assets.

Risk Factors, page 16

6.
 Staff Comment: To the extent material, please include risk factor disclosure that addresses the risks
related to your Bitcoin Custodian and Prime Broker acting in the same capacity for several competing products.

Response: The Trust has added the requested disclosure. The risk factor “Risk Factors – Risks Related to the Trust and the
Shares – The Trust is subject to management and operational risks from its Sponsor and service providers.” has been modified in Pre-Effective Amendment No. 4 reads as follows:

In addition, the Trust’s service providers, including the Bitcoin Custodian, act in similar capacities for a number of other digital asset
ETPs. If those digital asset ETPs experience operational challenges or regulatory problems that impact or implicate one or more of the Trust’s service providers, the Trust’s operations may be adversely impacted as a result. The Sponsor
will monitor the services provided by the Trust’s service providers to detect and identify any such potential issues with the service providers.

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 Cybersecurity Risks Related to Bitcoin

If the Bitcoin Custody Agreement is terminated, page 23

7.
 Staff Comment: Please expand this risk factor to address the risks associated with having to replace the
Prime Broker due to insolvency, business failure or interruption, default, failure to perform, security breach, or other problems affecting the Prime Broker.

Response: The Trust has revised its disclosure as requested. The risk factor “Risk Factors – Cybersecurity Risks Related to
Bitcoin – If the Bitcoin Custody Agreement is terminated…” in Pre-Effective Amendment No. 4 has been revised to provide as follows:

If the Bitcoin Custody Agreement is terminated or the Bitcoin Custodian or Prime Broker fail to provide services as required, the Sponsor
may need to find and appoint a replacement custodian and/or prime broker, which could pose a challenge to the safekeeping and safe transfer of the Trust’s bitcoins, and the Trust’s ability to continue to operate may be adversely affected.

 The Trust is dependent on the Bitcoin Custodian to operate. The Bitcoin Custodian performs essential functions in terms of safekeeping
the Fund’s bitcoin, and its affiliate, Coinbase may be utilized by the Trust to facilitate the selling of bitcoin by the Trust to pay the Sponsor Fee and, to the extent applicable, other Trust expenses, or in certain circumstances, to purchase
and sell bitcoin in connection with cash creation or redemption transactions. If the Bitcoin Custodian or Prime Broker fail to perform the functions they perform for the Trust due to insolvency, business failure or interruption, default, failure to
perform, security breach, or other problems affecting the Bitcoin Custodian or the Prime Broker, the Trust may be unable to operate or create or redeem Creation Baskets, which could force the Trust to liqui