Invesco Galaxy Bitcoin ETF
c/o Invesco Capital Management LLC
3500 Lacey Road, Suite 700
Downers Grove, IL 60505
January 9, 2024
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 | |
Request for Acceleration of Effectiveness of Registration Statement on Form S-1, | ||
Pre-Effective Amendment No. 6 Filed January 9, 2024 (File No. 333-255175) |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Invesco Galaxy Bitcoin ETF (the “Trust”) and Invesco Capital Management LLC (the “Sponsor”) hereby request that the effective date of the above-captioned Registration Statement be accelerated so that the Registration Statement becomes effective at 5:00 p.m. Eastern Time on January 10, 2024, or as soon thereafter as practicable.
In requesting such acceleration, the Trust and the Sponsor acknowledge that (i) should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement, (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Trust or the Sponsor from its full responsibility for the adequacy or accuracy of the disclosure in the Registration Statement, and (iii) neither the Trust nor the Sponsor may assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The Trust and the Sponsor hereby authorize Edward Baer of Ropes & Gray LLP to orally modify or withdraw this request for acceleration. We request that we be notified of the acceleration and effectiveness of the Registration Statement by a telephone call to Mr. Baer at (415) 315-6328.
Should members of the Staff have any questions or comments, please contact Ed Baer of Ropes & Gray LLP at (415) 315-6328 or edward.baer@ropesgray.com.
| Very truly yours, | ||
| INVESCO GALAXY BITCOIN ETF | ||
| By: | Invesco Capital Management LLC, Sponsor of the Trust | |
| By: | /s/ Adam Henkel | |
| Name: | Adam Henkel | |
| Title: | Secretary and Head of Legal, US ETFs | |
| INVESCO CAPITAL MANAGEMENT LLC | ||
| By: | /s/ Adam Henkel | |
| Name: | Adam Henkel | |
| Title: | Secretary and Head of Legal, US ETFs | |
| cc: | Brian Hartigan, Invesco Capital Management LLC | |
| Will McAllister, Invesco Capital Management LLC | ||
| Michael Murphy, Invesco Capital Management LLC | ||
| Paulita Pike, Ropes & Gray LLP | ||
| Brian D. McCabe, Ropes & Gray LLP | ||
| Edward Baer, Ropes & Gray LLP | ||
