Invesco Galaxy Bitcoin ETF Files Pre-Effective Amendment No. 5 to S-1 Registration Statement

TL;DR

<b>Invesco Galaxy Bitcoin ETF filed an S-1/A amendment, indicating progress towards its public offering.</b>

AI Summary

Invesco Galaxy Bitcoin ETF (BTCO) filed a Amended IPO Registration (S-1/A) with the SEC on January 8, 2024. Invesco Galaxy Bitcoin ETF filed a Pre-Effective Amendment No. 5 to its S-1 Registration Statement on January 8, 2024. The filing is made under the Securities Act of 1933, with Registration No. 333-255175. The ETF is incorporated in Delaware and has a fiscal year end of December 31. The principal executive offices are located at 107 Grand Street, 8th Floor, New York, NY 10013. The filing indicates the ETF is a non-accelerated filer, smaller reporting company, and emerging growth company.

Why It Matters

For investors and stakeholders tracking Invesco Galaxy Bitcoin ETF, this filing contains several important signals. This amendment signifies continued efforts by Invesco Galaxy Bitcoin ETF to register its securities for public sale, a crucial step for any new ETF launch. As a Bitcoin ETF, this filing is particularly relevant given the growing institutional and retail interest in cryptocurrency investments and the potential for regulatory approval of such products.

Risk Assessment

Risk Level: low — Invesco Galaxy Bitcoin ETF shows low risk based on this filing. The filing is a routine amendment to a registration statement and does not contain new material information that would significantly alter the risk profile at this stage.

Analyst Insight

Monitor for further amendments or SEC decisions regarding the approval of the Invesco Galaxy Bitcoin ETF.

Key Numbers

• 333-255175 — Registration Number (S-1 Registration Statement)
• 2024-01-08 — Filing Date (Amendment date)
• 1231 — Fiscal Year End (Organization data)
• 6221 — SIC Code (Organization data)

Key Players & Entities

• Invesco Galaxy Bitcoin ETF (company) — Registrant
• Galaxy Bitcoin ETF (company) — Former company name
• Adam Henkel (person) — Contact person for registrant
• Invesco Capital Management LLC (company) — Registrant's principal executive offices
• Paulita Pike (person) — Copy to contact
• Ropes & Gray LLP (company) — Legal counsel
• Brian D. McCabe (person) — Copy to contact

Forward-Looking Statements

• The Invesco Galaxy Bitcoin ETF will receive SEC approval for its spot Bitcoin ETF within the next few weeks. (Invesco Galaxy Bitcoin ETF) — high confidence, target: 2024-01-31
• The launch of this ETF will lead to increased institutional investment in Bitcoin. (Bitcoin) — medium confidence, target: 2024-06-30

FAQ

Industry Context

The filing pertains to a Bitcoin ETF, an investment vehicle designed to track the price of Bitcoin and offer investors exposure to the cryptocurrency without direct ownership.

Regulatory Implications

The filing is a registration statement under the Securities Act of 1933, subject to SEC review and approval before the ETF can commence public sales.

What Investors Should Do

1. Track further SEC filings and potential approval dates for the Invesco Galaxy Bitcoin ETF.
2. Analyze the final prospectus once available for detailed investment strategies, fees, and risks.
3. Compare the Invesco Galaxy Bitcoin ETF's structure and fees with other existing or proposed Bitcoin ETFs.

Key Dates

• 2024-01-08: Filing of Pre-Effective Amendment No. 5 to S-1 Registration Statement — Indicates continued progress in the registration process for the ETF.

Glossary

S-1/A

An amendment to a registration statement on Form S-1, used for initial public offerings. (This filing is an amendment to the ETF's initial registration, showing ongoing steps towards its launch.)

Securities Act of 1933

A U.S. federal law that requires issuers of new securities to provide detailed information to investors. (The ETF is registering its shares under this act, necessitating compliance with its disclosure requirements.)

Year-Over-Year Comparison

This is the fifth pre-effective amendment filed for the S-1 registration statement, indicating ongoing adjustments and disclosures as the ETF moves towards its effective date.

Key Financial Figures

• $100,000 — ransaction. The Trust was seeded with $100,000 on December 20, 2023 through the sale o
• $25.00 b — of 4,000 Shares at a per-Share price of $25.00 by the Trust to the Sponsor. On January 2
• $25.00 — 200,000 Shares at a per-Share price of $25.00. Upon completion of that transaction, t
• $5,100,000 — and January 2, 2024, collectively) were $5,100,000, with 204,000 Shares outstanding. On Ja
• $44.16305 — res (22 Creation Baskets) at a price of $44.16305 per Share based on the Benchmark price
• $4,857,935 — 4, 2024, the Trust had total assets of $4,857,935.50, solely represented by bitcoin held
• $1.235 billion — ny upon the earliest of (i) when it has $1.235 billion or more in annual revenues; (ii) when i
• $1.0 billion — of 1934; (iii) when it issues more than $1.0 billion of non-convertible debt over a three-ye

Filing Documents

• d507893ds1a.htm (S-1/A) — 907KB
• d507893dex34.htm (EX-3.4) — 173KB
• d507893dex51.htm (EX-5.1) — 11KB
• d507893dex81.htm (EX-8.1) — 10KB
• d507893dexfilingfees.htm (EX-FILING FEES) — 29KB
• g507893g01g01.jpg (GRAPHIC) — 27KB
• g507893g97g97.jpg (GRAPHIC) — 57KB
• 0001193125-24-003812.txt (&nbsp;) — 1240KB

RISK FACTORS

RISK FACTORS 14 BITCOIN AND THE BITCOIN MARKET 55 THE TRUST 62 CALCULATION OF NAV 69 ADDITIONAL INFORMATION ABOUT THE TRUST 72 THE TRUSTS SERVICE PROVIDERS 76 FORM OF SHARES 83 TRANSFER OF SHARES 84 PLAN OF DISTRIBUTION 84 CREATION AND REDEMPTION OF SHARES 86

USE OF PROCEEDS

USE OF PROCEEDS 94 94 CONFLICTS OF INTEREST 95 DUTIES OF THE SPONSOR 96 LIABILITY AND INDEMNIFICATION 97 VOTING BY SHAREHOLDERS; MANAGEMENT 100 BOOKS AND RECORDS 102 103 FISCAL YEAR 103 GOVERNING LAW; CONSENT TO DELAWARE JURISDICTION 103 LEGAL MATTERS 103 EXPERTS 104 MATERIAL CONTRACTS 104 U.S. FEDERAL INCOME TAX CONSEQUENCES 109 PURCHASES BY EMPLOYEE BENEFIT PLANS 114 INFORMATION YOU SHOULD KNOW 115 WHERE YOU CAN FIND MORE INFORMATION 115 INVESCO CAPITAL MANAGEMENT LLC PRIVACY NOTICE 117 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 119 APPENDIX A GLOSSARY OF DEFINED TERMS A-1

INFORMATION NOT REQUIRED IN PROSPECTUS

PART II INFORMATION NOT REQUIRED IN PROSPECTUS II-1 -i- Table of Contents This Prospectus contains information you should consider when making an investment decision about the Shares of the Trust. You may rely on the information contained in this Prospectus. The Trust and the Sponsor have not authorized any person to provide you with different information and, if anyone provides you with different or inconsistent information, you should not rely on it. This Prospectus is not an offer to sell the Shares in any jurisdiction where the offer or sale of the Shares is not permitted. The Shares of the Trust are not registered for public sale in any jurisdiction other than the United States (the U.S.). -ii- Table of Contents This Prospectus includes forward-looking statements that generally relate to future events or future performance. In some cases, you can identify forward-looking statements by terminology such as may, will, should, expect, plan, anticipate, believe, estimate, predict, potential or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this Prospectus that address activities, events or developments that will or may occur in the future, including such matters as movements in the digital asset markets, the Trusts operations, the Sponsors plans and references to the Trusts future success and other similar matters, are forward-looking statements. These the use of bitcoin and other digital assets, including the systems used by the Sponsor and the Trusts Bitcoin Custodian in their provision of services to the Trust, current conditions and expected future developments, as well as

View Full Filing

View this S-1/A filing on SEC EDGAR