Invesco Galaxy Bitcoin ETF Files Pre-Effective Amendment No. 6 to S-1 Registration Statement

TL;DR

<b>Invesco Galaxy Bitcoin ETF amends S-1 registration statement, indicating its status as a non-accelerated filer and emerging growth company.</b>

AI Summary

Invesco Galaxy Bitcoin ETF (BTCO) filed a Amended IPO Registration (S-1/A) with the SEC on January 9, 2024. The Invesco Galaxy Bitcoin ETF filed a pre-effective amendment (No. 6) to its S-1 registration statement on January 9, 2024. The filing is registered under the Securities Act of 1933, with registration number 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 registrant 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 progress in the ETF's journey towards public offering, potentially impacting investor access to Bitcoin exposure. The classification as a smaller reporting and emerging growth company may influence regulatory scrutiny and disclosure requirements.

Risk Assessment

Risk Level: low — Invesco Galaxy Bitcoin ETF shows low risk based on this filing. The filing is an amendment to a registration statement, indicating procedural steps rather than immediate market-moving events.

Analyst Insight

Monitor for the effective date of the registration statement to understand when the Invesco Galaxy Bitcoin ETF will be available for trading.

Key Numbers

• S-1/A — Form Type (Type of filing)
• Pre-Effective Amendment No. 6 — Amendment Number (Specific amendment to the registration statement)
• 333-255175 — Registration Number (Securities Act of 1933 registration number)
• 2024-01-09 — Filing Date (Date the amendment was filed)
• 1231 — Fiscal Year End (Registrant's fiscal year end)

Key Players & Entities

• Invesco Galaxy Bitcoin ETF (company) — Registrant name
• Securities and Exchange Commission (regulator) — Filing recipient
• January 9, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 107 Grand Street, 8th Floor, New York, NY 10013 (address) — Principal executive offices
• Adam Henkel, Esq. (person) — Contact person for registrant
• Invesco Capital Management LLC (company) — Registrant's principal executive offices
• 333-255175 (registration_number) — SEC registration number

Forward-Looking Statements

• The Invesco Galaxy Bitcoin ETF will launch and begin trading publicly within the next few weeks. (Invesco Galaxy Bitcoin ETF) — high confidence, target: 2024-02-29
• The launch of this ETF will contribute to increased institutional investment in Bitcoin. (Bitcoin) — medium confidence, target: 2024-12-31

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 market.

Regulatory Implications

The S-1/A form is a registration statement filed with the SEC, required for public offerings of securities in the United States.

What Investors Should Do

1. Track the SEC's review process for the S-1/A filing.
2. Monitor for the effective date of the registration statement.
3. Research the implications of Bitcoin ETFs for cryptocurrency market access.

Year-Over-Year Comparison

This is an amendment to a previously filed S-1 registration statement, indicating ongoing regulatory processes for the Invesco Galaxy Bitcoin ETF.

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) — 911KB
• d507893dex104.htm (EX-10.4) — 319KB
• d507893dex108.htm (EX-10.8) — 50KB
• d507893dexfilingfees.htm (EX-FILING FEES) — 29KB
• g507893dsp53aa.jpg (GRAPHIC) — 4KB
• g507893g01g01.jpg (GRAPHIC) — 27KB
• g507893g97g97.jpg (GRAPHIC) — 57KB
• 0001193125-24-004916.txt (&nbsp;) — 1425KB

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