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September 13, 2023
Hubert J. Crouch
Chief Executive Officer
Invesco Commercial Real Estate Finance Trust, Inc.
2001 Ross Avenue, Suite 3400
Dallas, Texas 75201
Re:Invesco Commercial Real Estate Finance Trust, Inc.
Amendment No. 1 to Form 10-12G
Filed August 25, 2023
File No. 000-56564
Dear Hubert J. Crouch:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 10-12G filed August 25, 2023
General
1.We note your response to comment 1.  We also note your disclosure throughout the filing
(for example, on pages 8, 16 and 52) describing your relationship and ability to leverage
the market knowledge embedded within Invesco Real Estate.  Because the company is a
blind pool with a limited operating history, please include disclosure comparable to that
required by Industry Guide 5, including prior performance tables for programs with
similar investment objectives, or advise why such disclosure would not be material to
investors.  For guidance, see CF Disclosure Guidance: Topic No. 6.
2.Section 3(c)(5)(C) of the Investment Company Act, in relevant part, provides an exclusion
from the definition of investment company “for any person who is not engaged in the
business of issuing redeemable securities, face-amount certificates of the installment type
or periodic payment plan certificates, and who is primarily engaged in … [the business of]

 FirstName LastNameHubert J. Crouch
 Comapany NameInvesco Commercial Real Estate Finance Trust, Inc.
 September 13, 2023 Page 2
 FirstName LastName
Hubert J. Crouch
Invesco Commercial Real Estate Finance Trust, Inc.
September 13, 2023
Page 2
purchasing or otherwise acquiring mortgages and other liens on and interests in real
estate.” We note your response to comment 2 that states none of the Mortgage
Subsidiaries expects to issue “currently redeemable securities.” Please supplementally
discuss the meaning of “currently redeemable securities” as it relates to the definition of
“redeemable securities” in the Investment Company Act. In your response, please discuss
whether any of the Mortgage Subsidiaries may issue redeemable securities in the future
and how that could potentially affect your investment company status analysis under the
Investment Company Act.
3.We note that your primary investment strategy is to originate, acquire, and manage a
diversified portfolio of loans and debt-like preferred equity interests secured by, or
unsecured but related to, commercial real estate. Please supplementally discuss how the
registrant intends to treat debt-like preferred equity interests for purposes of your
investment company status analysis under the Investment Company Act.
4.We note your response to comment 2, which states that for purposes of joint venture and
similar interests, if the subsidiary owns less than a majority of the voting securities of the
entity, then the interest in the entity will be treated as a real estate-related asset if the
entity engages in the real estate business, such as a REIT relying on Section 3(c)(5)(C),
and otherwise as miscellaneous assets. Please supplementally discuss the parameters
under which the registrant would consider an entity as engaged in the real estate business.
5.We note your disclosure beginning on page 59 stating that you are not registered and do
not intend to register as an investment company under the Investment Company Act. We
also note your disclosure stating that if you were to become subject to the Investment
Company Act, the various restrictions imposed by the Investment Company Act and the
substantial costs and burdens of compliance could adversely affect your operating results
and financial performance, and you may be unable to conduct your business as described
in your registration statement. In your amended filing, please include, as applicable,
references to the specific exemptions or exclusions that the registrant is relying upon
under the Investment Company Act.
2. Summary of Significant Accounting Policies
Commercial Real Estate Loan Investments, page F-7
6.We note your disclosure that any origination fees or costs on commercial loans for which
you have elected the fair value option are recognized immediately in earnings.  We further
note you present your commitment fee income net of the related party expense.  Please tell
us your basis in ASC 606 for such net presentation.  In addition, please tell us what
consideration you gave to discussing your basis for this net presentation within your
policy note.

 FirstName LastNameHubert J. Crouch
 Comapany NameInvesco Commercial Real Estate Finance Trust, Inc.
 September 13, 2023 Page 3
 FirstName LastName
Hubert J. Crouch
Invesco Commercial Real Estate Finance Trust, Inc.
September 13, 2023
Page 3
Notes to Consolidated Financial Statements
11. Subsequent Events, page F-18
7.We note your response to comment 15 and your assertion that no loans meet the criteria of
an ADC arrangement.  With respect to your investment of $318.1 million in four whole
commercial real estate loans and $18.4 million in a mezzanine commercial real estate
loan, please tell us your consideration of whether or not these loans represent a substantial
asset concentration, such that financial statements of the properties securing these loans
should be included in your filing.  In this regard, your response should address whether
more than 20% of total assets at the latest audited year-end balance sheet have been or
will be invested in a single loan (or in several loans on related properties to the same or
affiliated borrowers).  Reference is made to SAB Topic 1I.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Jeffrey Lewis at 202-551-6216 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Kibum Park at 202-551-6836 or Brigitte Lippmann at 202-551-3713 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Brian Hirshberg, Esq.