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CORRESP

  

 Invesco
Real Estate

 2001 Ross Avenue, suite 3400

 Dallas, Texas
75201

 Telephone 972 715 7400

 www.invesco.com

 October 31, 2023

 VIA EDGAR

 Mr. Jeffrey Lewis

Ms. Jennifer Monick

 Mr. Kibum Park

Ms. Brigitte Lippmann

 Division of Corporation Finance

Office of Real Estate & Construction

 Securities and
Exchange Commission

 Washington, DC 20549

Re:
 Invesco Commercial Real Estate Finance Trust, Inc.

Amendment No. 1 to Form 10-12G

Filed August 25, 2023

File No. 000-56564

Ladies and Gentlemen:

 This letter sets forth the
response of Invesco Commercial Real Estate Finance Trust, Inc. (the “Company”) to the comment letter, dated September 13, 2023, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission” or the “SEC”) relating to the Company’s Registration Statement on Form 10-12G initially filed with the Commission on June 29, 2023 (the
“Registration Statement”). For convenience of reference, the comments contained in the Staff’s letter are reprinted below in italics, followed by the Company’s responses. In addition, the Company is hereby filing Amendment
No. 2 to the Registration Statement on Form 10-12G (the “Registration Statement”) with the Commission.

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.

 Response:

In the Company’s case, the disclosure required by Industry Guide 5 for registration statements filed pursuant to the Securities Act of
1933, as amended (the “Securities Act”) would not be material to an investor. SEC Securities Act Rule 405 and Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) define “material” as relating to those matters where “there is a substantial likelihood that a reasonable investor would attach importance in determining whether to” buy or sell the subject securities. While the Staff
has not provided an exhaustive list of items that are per se material, it has provided a non-exhaustive list of items or events that should be reviewed carefully to determine whether they are material.

 Although Invesco Real Estate has originated approximately $15.4 billion of U.S. real
estate credit transactions since 2011 in North America, those transactions have been originated in the context of real estate investment programs that are materially different than the Company in terms of structure (such as separate accounts),
investment strategies, investor base and return objectives. The Company’s performance will depend on factors that may not be applicable to or affect the performance of these other programs. Further, the vast majority of these other programs
were conducted through privately-held entities that were not subject to all of the laws and regulations that will apply to the Company as a non-traded REIT and registrant under the Exchange Act. Accordingly,
investors in the Company should not assume that they will experience returns, if any, that are comparable to those experienced by investors in the other programs. Comparing the other programs to the Company under these circumstances would not
provide investors with material information.

 Notwithstanding the fact such disclosure is immaterial, the Company respectfully reasserts
that any additional disclosure pursuant to Industry Guide 5 is inapplicable regardless of materiality as the Company is not registering the offer of its securities under the Securities Act, which is the threshold requirement for applying Industry
Guide 5. Rather, the Company is registering a class of its securities on Form 10 pursuant to Section 12(g) of the Exchange Act. Providing prior performance information is neither required by Form 10 or Regulation
S-K nor a typical disclosure to include in a Form 10 registration statement.1

Various SEC adopting releases explicitly affirm that Industry Guide 5 is only applicable to offerings made under the Securities Act. For
example, Release 33-5692 specifically provides that Industry Guide 5 is intended for the “preparation and filing of registration statements under the Securities Act of 1933” and the purpose of
these disclosures is to ensure that investors receive financial information in advance of an offering (emphasis added). Similarly, Release 33-6900 states that the disclosure requirements are applicable to
“limited partnership roll-up transactions and initial public offerings of limited partnership units” in order to provide the investing public with clear and complete information. The Commission
further extends this conclusion with respect to the language of Release No. 33-10635 from 2019 stating that “Industry Guide 5 was originally published as Securities Act Guide 60 in 1976 to provide
disclosure guidance for preparing registration statements relating to offers and sales of interests in real estate limited partnerships” (emphasis added).

1
 See, for example, InPoint Commercial Real Estate Income, Inc. letter dated June 12, 2017 and Highbridge
Commodities FuturesAccess LLC letter dated November 30, 2012, in each case, the registrants were not required to include such information on their Form 10 Registration Statement filings.

 The Company is not engaging in a public offering. Therefore, the additional public policy
concerns that the Commission has expressed regarding Guide 5 disclosures in the context of registrations under the Securities Act are not applicable at this time.

As the Industry Guides apply specifically to offerings under the Securities Act, when deviations occur, the SEC clearly specifies that in
adopting releases. For example, the Company notes that Release No. 33-10064 explicitly specifies that Industry Guides 3 (since rescinded, although the specified disclosures are incorporated in Regulation S-K) and 4 apply to registration statements filed on Form 10 and that Industry Guide 5 is “not specifically applicable to Exchange Act filings.” As these disclosures are not required or applicable to the
Registration Statement, the Company does not believe that these disclosures are appropriate.

 The Staff’s comment cites CF Disclosure
Guidance: Topic No. 6, which we have reviewed again. We appreciate that in this guidance, the Staff undertook to address disclosure issues that arise in the context of non-traded REITs and raises a number
of Guide 5 related topics. Even in this disclosure guidance, the guidance is given in the context of “offerings.” This guidance notes that “[t]hese observations may not be material to all
non-traded REITs, may not encompass an individual registrant’s particular facts and circumstances and may not address all of the material disclosure issues applicable to each registrant’s
circumstances. Each registrant should consider its own facts and circumstances when preparing its filings.”

 The Company has
considered its own facts and circumstances as suggested by CF Disclosure Guidance: Topic No. 6, and considered as well the underlying objectives of Guide 5 information.

In addition to the prior performance disclosures required by Guide 5, the Company also reviewed the various “General Disclosure”
topics set forth in CF Disclosure Guidance: Topic No. 6 and summarizes its responses to each topic below:

•

 Distributions: Within CF Disclosure Guidance: Topic No. 6, the Staff states that distribution
disclosures are included within non-traded REIT prospectuses and sales materials (emphasis added), which notably are inapplicable to the Registration Statement as it is not a registration
statement filed under the Securities Act. Regardless, the Company has included risk factors associated with distributions on page 23 and 24 of the Registration Statement in addition to disclosure relating to distributions on page 100 under Item 9 of
the Registration Statement.

•

 Dilution: CF Disclosure Guidance: Topic No. 6 reminds
non-traded REITs who are conducting offerings to update their prospectus (emphasis added). This disclosure is not applicable as the Registration Statement is not related to an offering of the
Company’s securities that would result in dilution.

•

 Redemptions: This disclosure asks companies to provide information in their prospectus regarding
share redemption programs and their history (emphasis added). The Company has included disclosure on its share repurchase program on pages 107 and 108 of the Registration Statement. 

•

 Estimated Value Per Share or Net Asset Value: The Registration Statement includes the disclosures
regarding the basis for the estimate of the Net Asset Value or Net Asset Value per Share on page 104 of the Registration Statement.

•

 Supplemental Information: CF Disclosure Guidance: Topic No. 6 lists several supplemental disclosures
to provide investors with further information. These supplemental disclosures include providing information regarding compensation paid to the sponsor, the most recent Annual Report on Form 10-K and financial
statements for the first year of operation. The Company has not yet filed an Annual Report on Form 10-K, however, the Company included the other supplemental disclosures, such as the financial statements for
the first year of operation starting on page F-2 of the Registration Statement and compensation to the sponsor as noted immediately below.

•

 Compensation to Sponsor: The Company has included disclosure of compensation and fees that the sponsor and
its affiliates may earn or receive in connection with the operation of the Company in the chart starting on page 94 of the Registration Statement.

•

 Undertakings: This disclosure is not applicable to the Company because, as stated within CF Disclosure
Guidance: Topic No. 6, these disclosures are typical of prospectuses (emphasis added).

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] 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.

Response: In our response to Comment 2 to the Staff’s letter dated August 23, 2023, the Company did not intend to modify the
meaning of “redeemable securities” as it relates to the definition in the Investment Company Act with the word “currently.” Rather, the use of the word “currently” was intended to convey, as stated in our original
response, that none of the Company’s subsidiaries that rely on Section 3(c)(5)(C) (“Mortgage Subsidiaries”) currently expect to, or have any plan to, issue redeemable securities now or in the future. Further, the Company will
limit the investments that its Mortgage Subsidiaries make, directly or indirectly, in assets that are not qualifying real estate assets and in assets that are not real estate-related assets.

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.

 Response: The Company does not currently hold
(directly or through its subsidiaries) any debt-like preferred equity interests, but if it chooses to acquire such interests in the future, it expects to analyze each such type of interest based on the statutory language in the 1940 Act and relevant
SEC and Staff guidance regarding Sections 3(c)(5)(C) and 3(c)(6). For example, the Company expects that it would evaluate not only the nature of the business and the composition of the assets of the entity issuing such interest but also: whether the
interest is an “investment security,” whether the interest is a “voting security,” whether the entity issuing the interest is a “majority-owned subsidiary” or “wholly-owned subsidiary” of the Company, whether
the interest provides the Company or relevant subsidiary with the same investment experience as if it held the entity’s assets directly, and whether the interest most appropriately should be treated similarly to a joint venture interest for
purposes of Section 3(c)(5)(C). Accordingly, all or a portion of each interest could be treated as a qualifying asset, real estate related asset or miscellaneous asset for purposes of that exception, depending upon the terms and conditions of
the interest and related facts and circumstances.

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.

Response: The Company does not currently hold (directly or through its subsidiaries) any joint venture interests, but if it chooses to
do so in the future, the Company would expect to consider whether a particular joint venture entity is engaged in a real estate business based on, for example, the nature of the joint venture entity’s business, the composition of the
entity’s assets, the sources of its income, and other facts and circumstances relevant to an evaluation of the entity’s business engagement (which could include, among other factors, third-party industry classifications).

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.

 Response: In response to the Staff’s comment, the Company has supplemented the
disclosure on page 7 of the Registration Statement.

 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 recognize