United States securities and exchange commission logo
January 5, 2024
Anna Paglia
Chief Executive Officer
Invesco Galaxy Bitcoin ETF
c/o Invesco Capital Management LLC
3500 Lacey Road, Suite 700
Downers Grove, IL 60515
Re: Invesco Galaxy
Bitcoin ETF
Amendment No. 4 to
Registration Statement on Form S-1
Filed December 29,
2023
File No. 333-255175
Dear Anna Paglia:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our December 21,
2023 letter.
Amendment No. 4 to Registration Statement on Form S-1
General
1. We note that you are
registering an indeterminate number of securities in accordance with
Rules 456(d) and
457(u). Please update your EDGAR header tags accordingly.
Cover Page
2. Please revise your
disclosure on the cover page, consistent with your disclosure on page
87, to identify the
Seed Capital Investor as a statutory underwriter, and disclose the initial
price per Share.
3. We note your cover page
disclosure that subject to Cboe in the future receiving In-Kind
Regulatory Approval,
the creation and redemptions transactions may also take place in
Anna Paglia
FirstName LastNameAnna
Invesco Galaxy Bitcoin ETFPaglia
Comapany
January NameInvesco Galaxy Bitcoin ETF
5, 2024
January
Page 2 5, 2024 Page 2
FirstName LastName
exchange for bitcoin. Please revise in an appropriate section of the
prospectus to clarify
how you will inform Shareholders if Cboe receives In-Kind Regulatory
Approval and if
the Sponsor chooses to allow in-kind creations and redemptions. Please
also 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.
Prospectus Summary
The Trust's Service Providers
Authorized Participants, page 7
4. Please revise to name the Bitcoin Counterparties that have been
identified by or have an
agreement with the Execution Agent.
Bitcoin and the Bitcoin Market
The Bitcoin Market
Forks and Air Drops, page 60
5. We note your response to prior comment 10. Please revise this section,
the risk factors on
pages 21, 35 and 42, and throughout the prospectus to clarify, if
true, that with respect to
any fork, airdrop or similar event, the Sponsor will cause the Trust
to irrevocably abandon
the Incidental Rights or IR Virtual Currency and in the event the
Trust seeks to change
this position, an application would need to be filed with the SEC by
your listing exchange
seeking approval to amend its listing rules. Please also revise to
clarify, if true, that the
only crypto asset to be held by the Trust will be bitcoin.
Calculation of NAV, page 70
6. Refer to your responses to comment 9 in our September 29, 2023 letter
and related
subsequent comments. We note your revised disclosure that the Trust
will only allow cash
redemptions, and observe that this change may have an impact on your
fair value
accounting policy, including principal market determination under ASC
Topic 820.
Please confirm your understanding that our decision not to issue
additional comments
should not be interpreted to mean that we either agree or disagree
with your responses and
your current fair value accounting policy. Please also confirm your
understanding that we
may comment further on this matter in future filing reviews once the
Trust is operational.
Custody of the Trust's Bitcoin
Insurance of the Bitcoin Custodian, page 82
7. We note your response to prior comment 15. Please balance your
disclosure to clarify, if
true, that there is no guarantee that the amount of bitcoin in each
Trust wallet will remain
below $100 million.
Anna Paglia
Invesco Galaxy Bitcoin ETF
January 5, 2024
Page 3
Creation and Redemption of Shares
Creation Procedures, page 89
8. You disclose here that purchase orders must be placed by 4:00 p.m. ET. On
page 91, in
the "Cash Creation Procedures" section, you disclose that cash purchase
orders must by
placed by 2:30 p.m. ET. Please reconcile the inconsistency. Please also
combine the
disclosure in the "Cash Creation Procedures" section with the disclosure
in the "Creation
Procedures" section, or explain why you have two separate sections when
you are only
allowing cash creation transactions.
Please contact David Irving at 202-551-3321 or Robert Telewicz at
202-551-3438 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Lulu Cheng at 202-551-3811 or Justin Dobbie at 202-551-3469 with any
other questions.
Sincerely,
FirstName LastNameAnna Paglia
Division of
Corporation Finance
Comapany NameInvesco Galaxy Bitcoin ETF
Office of Crypto
Assets
January 5, 2024 Page 3
cc: Paulita Pike
FirstName LastName