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CORRESP
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CORRESP

 Invesco
Real Estate

 2001 Ross Avenue, suite 3400

 Dallas, Texas
75201

 Telephone 972 715 7400

 www.invesco.com

 December 15, 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. 2 to Form 10-12G

 Filed October 31, 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 November 15, 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. 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. 3 to the Registration Statement on
Form 10-12G (the “Registration Statement”) with the Commission.

 General

1.
 We note your response to prior comment 3 in your letter dated October 31, 2023 that states all or a
portion of each debt-like preferred equity interest could be treated as a qualifying asset, real estate related asset or miscellaneous asset for purposes of Section 3(c)(5)(C) of the 1940 Act. Please include a sentence in your registration
statement disclosure stating how the registrant intends to treat debt-like preferred equity interests, making clear, however, that preferred equity interest, including debt-like preferred equity interest, would not be considered a qualifying
asset.

 Response:

In response to the Staff’s comment, the Company added disclosure on page 12 of the Registration Statement stating how the registrant
intends to treat preferred equity interests for purposes of Section 3(c)(5)(C). For ease of review, that disclosure is as follows:

 Preferred equity interests, including debt-like preferred equity interests, generally
will not be considered to be qualifying assets. However, the Company expects to evaluate each such interest for purposes of Section 3(c)(5)(C) based on the relevant facts and circumstances and applicable SEC and staff guidance (if any).

 The Company respectfully notes that the proposed disclosure does not state unequivocally that all preferred equity interests will not be
considered to be qualifying assets. Although that generally may be the case, the Company believes that there could be circumstances where it would be appropriate to treat such interests as qualifying assets, as described in our prior response to
comment 3.

 Item 1. Business

 Investment
Objectives, page 10

2.
 We note your response to prior comment 7, which included a detailed discussion of your basis for not
including separate audited financial statements of the underlying property for the $115.7 million loan. In addition, we note your revision to your filing that you have now invested $378,970,000 in six commercial real estate loans.
Please address the following:

•

 Please provide us with a detail, by loan, that includes the committed loan amount, principal balance, date upon
which the company determined the investment in the loan to be probable, and origination/acquisition date. This information should be provided for every originated, acquired and probable loan.

•

 For any such loans that exceed 20% of total assets as of the latest audited
year-end balance sheet, please provide us with a detailed analysis of how you determined that there is undue hardship and impracticality with respect to obtaining financial statements of the properties
securing these loans. Within your response, please tell us the placed in service date of the property underlying the loan. Your response should address each loan on an individual basis. Reference is made to SAB Topic 1I.

Response:

 The table below details the actual or expected
origination dates of the Company’s outstanding and probable commercial loans as of the date of this comment letter response, the date each loan was deemed probable, the original in-service date of the
underlying property (to the extent applicable to the Company) and the committed loan amount. As of the date of this comment letter response, the Company has not purchased any loans, and it is not currently probable that it will purchase any
specifically identified loans. The Company considers loans probable when:

•

 It has an executed letter of intent with the borrower;

•

 It has received a good faith deposit from the borrower;

•

 It has committed financing for the loan; and

•

 Any remaining contingencies are administrative in nature.

($ in thousands)

In-Service Date of

Actual/Expected

Date Deemed

Underlying

Committed Loan

Loan

 Origination Date

 Probable of Closing

 Property(1)

Amount

1(2)

May 17, 2023

April 27, 2023

May 10, 2023

136,000

2

May 31, 2023

May 16, 2023

Prior to 2022

41,700

3

July 26, 2023

May 25, 2023

July 10, 2023

73,600

4

August 4, 2023

May 22, 2023

June 21, 2022

85,180

5

August 25, 2023

July 10, 2023

Prior to 2022

42,676

6(2)(3)

September 25, 2023

September 7, 2023

Not Applicable

38,300

7(2)

November 6, 2023

July 19, 2023

October 3, 2023

92,950

8

December 7, 2023

October 27, 2023

Prior to 2022

70,000

9

December 12, 2023

September 27, 2023

Prior to 2022

68,500

(1)
 In-service date is defined as the date of certificate of occupancy,
certificate of completion, re-certification or equivalent

(2)
 Related loans

(3)
 In-service date pending completion of tenant improvements and receipt
of certificate of occupancy

 The table below details the Company’s outstanding loans and loans that it considered probable as of:

•

 June 30, 2023, the date of the interim financial statements included in its amended Form 10 registration
statement filed on August 25, 2023;

•

 August 25, 2023, the date of Amendment No. 1 to its Form 10 registration statement; and

•

 December 15, 2023, the date of this comment letter response and the date of Amendment No. 3 to its Form
10 registration statement.

($ in thousands)

As of June 30, 2023

As of August 25, 2023

As of December 15, 2023

 Loan

Loan
Balance

Loans
Deemed
Probable

Total
Committed
Loans

Percent of
Total
Committed
Loans

Loan
Balance

Loans
Deemed
Probable

Total
Committed
Loans

Percent of
Total
Committed
Loans

Loan
Balance

Loans
Deemed
Probable

Total
Committed
Loans

Percent of
Total
Committed
Loans

 1(1)

115,705

20,295

136,000

40
%

116,180

19,820

136,000

29
%

120,510

15,490

136,000

21
%

 2

41,700

—

41,700

12
%

41,700

—

41,700

9
%

41,700

—

41,700

6
%

 3

—

73,600

73,600

22
%

73,600

—

73,600

16
%

73,600

—

73,600

11
%

 4

—

85,180

85,180

25
%

80,050

5,130

85,180

18
%

80,159

5,021

85,180

13
%

 5

—

—

—

—

35,130

7,546

42,676

9
%

35,130

7,546

42,676

7
%

 6(1)

—

—

—

—

—

—

—

—

31,516

6,784

38,300

6
%

 7(1)

—

—

—

—

—

92,950

92,950

20
%

78,416

14,534

92,950

14
%

 8

—

—

—

—

—

—

—

—

60,077

9,923

70,000

11
%

 9

—

—

—

—

—

—

—

—

68,500

—

68,500

11
%

336,480

100
%

472,106

100
%

648,906

100
%

(1)
 Related loans represent 40%, 49% and 41% of total committed loans as of June 30, 2023; August 25,
2023 and December 15, 2023, respectively.

 The Company was incorporated in October 2022 and capitalized with a $30,000 loan from an
affiliate as of December 31, 2022, the date of the most recent audited year-end balance sheet. The Company received a $150 million equity commitment from an affiliate in March 2023 and began
investing in May 2023. Accordingly, each of the Company’s originated and probable loan investments as of the dates presented above exceeds 20% of total assets as of December 31, 2022.

Information Obtainable from Borrowers on Properties Underlying Loans

With the exception of three related loans that are cross collateralized and cross defaulted under a Master Credit Agreement with a single borrower discussed
below, the Company uses a standard lending agreement that generally requires borrowers to provide a quarterly and annual unaudited balance sheet, statement of operations and cash flow statement of the borrower. While it is common practice for a
borrower to hold an underlying property in a sole purpose subsidiary entity, the required financial statements are for the borrower legal entity, and not solely for the underlying property. Financial statements may be provided on a cash, tax, or
other basis as mutually agreed with the borrower. The Company’s underwriting process is focused on the ability of the underlying property to generate cash flows, and accordingly, the Company has not historically requested and does not expect to
request its borrowers to provide U.S. GAAP financial statements for properties underlying its loans. The Company believes that its practice of requiring borrowers to provide periodic unaudited financial information is consistent with current market
lending practices for commercial real estate properties, and that requiring borrowers to provide annual audited U.S. GAAP financial statements for individual real estate properties would severely restrict the Company’s potential sources of
revenue as well as result in undue expense to both the Company and the borrower due to the incremental time and cost of an audit.

 Information Obtainable from Borrower about Properties Underlying Related Loans

The Company originated three related loans in 2023 that are cross collateralized and cross defaulted under a Master Credit Agreement with a single borrower.
Under the terms of the Master Credit Agreement, the borrower is required to provide the following financial information:

•

 A quarterly unaudited balance sheet, statements of operations and cash flow statement of the borrower within 55
days after quarter end; and

•

 Annual U.S. GAAP financial statements of the borrower audited by a “Big Four” accounting firm within
120 days after calendar year end.

 The required financial statements are for the borrower legal entity, and not solely for the
underlying properties. The borrower is not the direct owner of the properties underlying the related loans. The three underlying properties are each owned by a different subsidiary guarantor entity that is owned by the borrower. The sole business
activity of each subsidiary guarantor entity is ownership of a single real estate property. The Company expects the borrower to provide audited financial statements that consolidate the three subsidiary guarantor entities as of December 31,
2023 and for the period of operations commencing May 15, 2023 through December 31, 2023. The Company does not have the contractual right under the Master Credit Agreement to require separate audited financial statements from the
borrower’s subsidiary guarantor entities or of the underlying properties.

 Request to Use an Alternate Denominator When Applying SAB Topic 1I

 As discussed with the Staff on November 30, 2023, the Company believes that its total assets as of December 31, 2022, the date of the
Company’s most recent audited balance sheet, are not the most relevant denominator to use when considering the applicability of SAB Topic 1I to its Form 10 registration statement given:

•

 The Company’s primary business activities between October 2022, the date of incorporation, and March 2023
were organizational in nature;

•

 The Company was capitalized with a $30,000 loan from an affiliate and did not have any equity as of
December 31, 2022;

•

 The Company appointed an independent Board of Directors and received a $150 million subscription agreement
from an affiliate in March 2023;

•

 The Company did not begin investing in commercial real estate loans until May 2023; and

•

 The Company has uncalled capital commitments totaling $245 million as of the date of this letter ($200 million
from an institutional investor and $45 million from a related party) that will be leveraged and invested in commercial real estate loans in 2024.

 The Company requests that the Staff consider an alternative denominator when applying SAB Topic 1I of
originated commercial loans and probable commercial loans (“Total Committed Loans”) as of August 25, 2023. The Company’s outstanding commercial loans have generally represented over 95% of its total assets, so the Company does
not view the inclusion of any other assets in the denominator as meaningful for purposes of this analysis. Further, the inclusion of any additional assets in the denominator would only decrease the likelihood that a property would exceed the 20%
threshold. August 25, 2023 represents the date of Amendment No.1 to the Company’s Form 10 registration statement, and the proposed denominator as of that date, ($472 million Total Committed Loans per the table above) is equivalent to Total
Committed Loans as of August 28, 2023, the effective date of the Form 10 registration statement. The Company believes that applying the guidance as of this date fulfills the Company’s obligation to provide current information through the
effective date of the registration statement and is most relevant to investors because new investment activity subsequent to August 25, 2023 has been reported on a timely basis in subsequent Exchange Act filings.

Application of SAB Topic 1I as of August 25, 2023

As of August 25, 2023, two committed loans (Loan #1 and Loan #7 in the table above) with a single borrower (the “related loans”) totaled $229
million and exceeded 20% of the Company’s total committed loan portfolio totaling $472 million.

 Each of the properties underlying the related loans
were newly constructed in 2023. The most recent interim financial information available as of August 25, 2023 for the property underlying Loan #1, which were for the period ending June 30, 2023, included approximately six weeks of
operating history. Consistent with the Division of Corporate Finance’s Financial Reporting Manual section 2330.10, the Company does not believe it is required to provide financial statements for the property underlying Loan #1 because they
would not provide useful information to investors due to such property’s limited operating history. Similarly, the property underlying Loan #7 was not yet in-service as of August 25, 2023, so the
Company does not believe it is required to provide financial statements for such property as the financial statements would not provide useful information to investors. Accordingly, if the Staff does not object to the use of the August 25, 2023
proposed denominator, the Company believes that no interim financial information is required for the properties underlying its commercial loan investments in conjunction with its Form 10 registration statement.

 Given the significance of the related loan concentration as of the date of this comment letter response, the
Company has added the following disclosure to page 84 of Amendment No. 3 to Form 10 filed with the Commission on December 15, 2023:

 “As of
the date of this Registration Statement, we have invested $590 million in nine commercial real estate loans with third parties. Three of the commercial real estate loans aggregating $230 million and approximately 39% of our loan portfolio
are cross collateralized and cross defaulted under a master credit agreement with a single borrower. The properties underlying these loans are newly constructed industrial properties. Two of the properties were placed in service in 2023, and
the third property is expected to be placed in service in the first quarter of 2024. The Company has committed to fund an additional $37 million under the master credit agreement for leasing costs, interest re