United States securities and exchange commission logo
January 8, 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. 5 to
Registration Statement on Form S-1
Filed January 8,
2024
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 January 5, 2024
letter.
Amendment No. 5 to Registration Statement on Form S-1
General
1. We note your response
to prior comment 1 and we reissue the comment. In a pre-effective
amendment, please
update your EDGAR offering data header tags to reflect that you are
registering an
indeterminate number of securities in accordance with Rules 456(d) and
457(u).
Anna Paglia
FirstName LastNameAnna
Invesco Galaxy Bitcoin ETFPaglia
Comapany
January NameInvesco Galaxy Bitcoin ETF
8, 2024
January
Page 2 8, 2024 Page 2
FirstName LastName
2. In order to meet your anticipated timing, please respond to these
comments and amend
your registration statement no later than 10:00 a.m. (EST) on January
9, 2024.
Prospectus Summary
The Trust's Service Providers
Authorized Participants, page 7
3. We note the revisions you made in response to prior comment 4 and we
reissue the
comment in part. Please revise here, and elsewhere in your prospectus
as appropriate, to
clarify, if true, that neither the Trust nor the Execution Agent have
contractual
arrangements with any particular Bitcoin Counterparties and that the
Trust is not able to
identify any particular Bitcoin Counterparties that may be selected by
the Execution
Agent at this time. Please also tell us how you expect to update your
disclosure and inform
investors once the Execution Agent has identified and selected
particular Bitcoin
Counterparties. In addition, please also clarify whether and to what
extent any of the
Bitcoin Counterparties are affiliated with or have any material
relationships with any of
the Authorized Participants.
Risk Factors, page 14
4. Please add risk factor disclosure addressing the risks related to your
Authorized
Participants acting in the same capacity for several competing
products.
The Execution Agent may route orders, page 26
5. We note that you use the defined term "Connected Trading Venues" in
this risk factor
disclosure about your Execution Agent, without identifying any
specific venues. We also
note that you use the same defined term on page 83 when discussing
prime broker services
to be provided by Coinbase, and in that instance, you list specific
trading venues. Please
revise to reconcile your use of this defined term and clarify whether
Coinbase and the
Execution Agent have identified the same trading venues.
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 David Gessert at 202-551-2326 or Justin Dobbie at 202-551-3469 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Crypto
Assets
cc: Paulita Pike