Invesco Galaxy Bitcoin ETF 10-K

ITEM 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of the management of the Sponsor, including Brian Hartigan, its Principal Executive Officer, and Kelli Gallegos, its Principal Financial and Accounting Officer, Investment Pools, the Trust carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2023, the end of the period covered by this Annual Report, and, based upon that evaluation, Brian Hartigan, the Principal Executive Officer of the Sponsor, and Kelli Gallegos, the Principal Financial and Accounting Officer, Investment Pools, of the Sponsor, concluded that the Trust’s disclosure controls and procedures were effective to provide reasonable assurance that information the Trust is required to disclose in the reports that it files or submits with the Securities and Exchange Commission (the “SEC”) under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed by the Trust in the reports that it files or submits under the Exchange Act is accumulated and communicated to management of the Sponsor, including its Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting There has been no change in internal control over financial reporting (as defined in the Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the Trust’s period ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting. Exemption from Management's Annual Report and Auditor Attestation on Internal Controls This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies. ITEM 9B. Other Information. During the period covered by this Report, none of the members of the Sponsor responsible for overseeing the business and operations of the Trust adopted, modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 47 PART III ITEM 10. Directors, Executive Officers and Corporate Governance. Board of Directors and Principal Officers The Trust has no directors or principal officers and also does not have any employees. It is managed by the Sponsor. As of December 31, 2023, the following principals serve in the below capacities on behalf of the Sponsor and, unless otherwise indicated, are not executive officers of the Trust: Name Capacity Brian Hartigan 1 Chief Executive Officer, Board of Managers Peter Hubbard Vice President and Director of Portfolio Management Jordan Krugman 1 Board of Managers Terry Gibson Vacheron Chief Financial Officer Kelli Gallegos 1 Principal Financial and Accounting Officer, Investment Pools Melanie Zimdars Chief Compliance Officer John Zerr 1 Board of Managers 1 Executive officer, within the meaning of Rule 3b-7 under the Exchange Act, of the Trust. Invesco Group Services Inc. is also a principal of the Sponsor. The Sponsor is managed by a Board of Managers. The Board of Managers is composed of Messrs. Hartigan, Krugman and Zerr. The Board of Managers has established an Audit Committee with the following members: Messrs. Hartigan, Krugman and Zerr. The overall purpose of the Audit Committee is to assist the Board of Managers with overseeing the Trust’s financial statements, the Trust's compliance with legal and regulatory requirements, the qualifications and independence of the Trust’s independent registered public accounting firm (the “independent auditor”), the performance of the internal audit function for the Trust, and the performance of the independent auditor. The Sponsor has designated Mr. Hubbard as the trading principal of the Trust. Brian Hartigan (45) has been Chief Executive Officer of the Sponsor since November 2023. In this role, he has general oversight responsibilities for all of the Sponsor’s business. Mr. Hartigan has been a Member of the Board of Managers of the Sponsor since November 2023. Previously, Mr. Hartigan was Global Head of ETF Investments and Indexed Strategies at Invesco Ltd., a global investment management company and affiliate of the Sponsor, since 2015. In that role, he was responsible for oversight of all portfolio management activities of ETFs, as well as providing support to the US ETF Board, serving as a global ETF expert/resource and providing day-to-day support. In addition, he was a team leader for Invesco’s unit investment trusts. Mr. Hartigan earned a BA degree from the University of St. Thomas in Minnesota and an MBA in finance from DePaul University. He is a Chartered Financial Analyst® (CFA) charterholder and a member of the CFA Society of Chicago. Peter Hubbard (43) joined the Sponsor in May 2005 as a portfolio manager and has been Vice President, Director of Portfolio Management since September 2012. In his role, Mr. Hubbard manages a team of eight portfolio managers. His responsibilities include facilitating all portfolio management processes associated with more than 200 equity and fixed income Invesco Funds listed in the United States, Canada and Europe. He is a graduate of Wheaton College with a B.A. degree in Business & Economics. Mr. Hubbard was listed as a principal and registered as an associated person of the Sponsor on November 15, 2012 and January 1, 2013, respectively. Mr. Hubbard was registered as a swap associated person of the Sponsor effective as of September 8, 2015. Jordan Krugman (46) is Chief Financial Officer of the Americas for Invesco Ltd., a global investment management company affiliated with the Sponsor. He was appointed to this position in October 2020. In this capacity, Mr. Krugman is responsible for general management support, in addition to executing on various strategic initiatives and overseeing the financial framework for the business units operating within the Americas division of Invesco Ltd. He has also served as a Member of the Board of Managers of the Sponsor since October 2020. From March 2019 to October 2020, Mr. Krugman served as the Global Head of Financial Planning and Analysis at Invesco Ltd. In this role, he was responsible for overseeing Invesco’s forecasting, budgeting strategic planning and financial target setting processes, including analytics and decision support for Invesco Ltd’s executive team. From March 2017 to March 2019, Mr. Krugman served as Invesco Ltd.’s Head of Finance & Corporate Strategy, North America. In this role, Mr. Krugman was responsible for strategic and financial planning for Invesco Ltd.’s global investments organization including global real estate, private equity and global fixed income. Prior to that, Mr. Krugman was Invesco Ltd.’s Treasurer and Head of Investor Relations from May 2011 to March 2017. In this role, he was responsible for management of Invesco Ltd.’s liquidity and capital management programs. Additionally, Mr. Krugman managed the communication with Invesco Ltd.’s external stakeholders including equity shareholders, debt investors, rating agencies, and research analysts. Mr. Krugman earned a BA degree in American civilizations, with 48 a US history concentration, from Middlebury College in Vermont in 1999, and earned an MBA from Santa Clara University in California in 2007. He is a Certified Treasury Professional (CTP). Mr. Krugman was listed as a principal of the Sponsor on November 12, 2020. Terry Vacheron CPA (59) is the Chief Accounting Officer (since April 2022) and Head of Global Tax (since November 2020) at Invesco Ltd. In this role, she leads the company’s financial reporting, accounting, corporate tax, payroll, and SOX functions. Ms. Vacheron also serves as the Chief Financial Officer (since June 2022) of the Sponsor and Invesco Advisers Inc. where she is responsible for overseeing all aspect of the companies’ financial operations, including financial reporting and accounting. Ms. Vacheron joined Invesco in November 2020 following a brief break while between roles in October 2020. Prior to joining the firm, she was with SunTrust Bank (and later Truist Bank, which was formed in 2019 following the merger of BB&T and SunTrust) from October 2009 until September 2020, where she served as the Chief Tax Officer. Ms. Vacheron directed the full spectrum of corporate tax matters and led the tax merger integration effort for the BBT and SunTrust merger. In an overlapping role as the Corporate Functions Risk Officer at SunTrust Bank from March 2013 to December 2019, she built and led multiple corporate risk programs to identify and manage risk while maintaining her Chief Tax Officer responsibilities. During her tenure, she oversaw the implementation of stronger guidelines and accountability for risk programs, including SOX, third-party risk management, and operational risk oversight. Ms. Vacheron earned a BS degree in accounting from the University of Tennessee. She is a Certified Public Accountant (CPA). Ms. Vacheron served on the board of the United Way of Greater Atlanta from 2013 to 2020. She served as a member of the United Way’s Community Engagement Council and is currently on the United Way’s Finance Committee. Ms. Vacheron was listed as a principal of the Sponsor and Invesco Advisers Inc., a registered investment adviser affiliated with the Sponsor, on June 29, 2022. Kelli Gallegos (53) has been Principal Financial and Accounting Officer – Investment Pools for the Sponsor since September 2018. Additionally, since September 2018, Ms. Gallegos has been Principal Financial and Accounting Officer – Investment Pools of Invesco Specialized Products, LLC (sponsor to a suite of currency exchange-traded funds, “ISP”), Head of North America Fund Reporting of Invesco, Ltd. (a global investment management company), and Vice President and Treasurer of Invesco Exchange Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust, and Invesco Exchange-Traded Self-Indexed Fund Trusts (each a registered investment company offering series of exchange-traded funds, the “Invesco ETFs”). She also serves as Vice President (since March 2016), Principal Financial Officer (since March 2016) and Assistant Treasurer (since December 2008) for a suite of mutual funds advised by Invesco Advisers, Inc., a registered investment adviser (the “Invesco Funds”). In her roles with the Sponsor, ISP, Invesco, the Invesco ETFs and the Invesco Funds, Ms. Gallegos has financial and administrative oversight responsibilities for, and serves as Principal Financial Officer of the Invesco ETFs, the Trust, the Funds and the exchange-traded funds for which ISP serves as sponsor (the “CurrencyShares Trusts”). Previously, she was Director of Fund Financial Services from December 2008 to September 2018, Assistant Treasurer for the Sponsor from January 2013 to September 2018, Assistant Treasurer of ISP from April 2018 to September 2018, Assistant Treasurer for the Invesco ETFs from September 2014 to September 2018 and Assistant Vice President for the Invesco Funds from December 2008 to March 2016. In such roles, Ms. Gallegos managed the group of personnel responsible for the preparation of fund financial statements and other information necessary for shareholder reports, fund prospectuses, regulatory filings, and for the coordination and oversight of third-party service providers of the Fund, the Invesco ETFs, the Invesco Funds, and the CurrencyShares Trusts. Ms. Gallegos earned a BBA in accounting from Harding University in Searcy, AR. Ms. Gallegos was listed as a principal of the Sponsor on September 25, 2018. Melanie H. Zimdars (47) has been Chief Compliance Officer of the Sponsor since November 2017. In this role she is responsible for all aspects of regulatory compliance for the Sponsor. Ms. Zimdars has also served as Chief Compliance Officer of Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Fund Trust and Invesco Actively Managed Exchange-Traded Commodity Fund Trust since November 2017. From September 2009 to October 2017, she served as Vice President and Deputy Chief Compliance Officer at ALPS Holdings, Inc. where she was Chief Compliance Officer for six different mutual fund complexes, including active and passive ETFs and open-end and closed-end funds. Through its subsidiary companies, ALPS Holdings, Inc. is a provider of investment products and customized servicing solutions to the financial services industry. Ms. Zimdars received a BS degree from the University of Wisconsin-La Crosse. Ms. Zimdars was listed as a principal of the Sponsor on February 1, 2018. John Zerr (61) has been a Member of the Board of Managers of the Sponsor since September 2006. Mr. Zerr has also served as Chief Operating Officer of the Americas for Invesco Ltd. since February 2018. Prior to his current position, Mr. Zerr served as Managing Director and General Counsel – U.S. Retail of Invesco Management Group, Inc., a registered investment adviser affiliated with the Sponsor, from March 2006 until February 2018, where he was responsible for overseeing the U.S. Retail Legal Department for Invesco Ltd. and its affiliated companies. Mr. Zerr has also been a Senior Vice President of IDI since March 2006. He also served as a Director of that entity until February 2010. Mr. Zerr has served as Senior Vice President of Invesco Advisers, Inc., a registered investment adviser affiliated with the Sponsor, since December 2009. Mr. Zerr serves as a Director and Vice President of Invesco Investment Services, Inc., a registered transfer agency since May 2007. Mr. Zerr has served as Director, Senior Vice President, General Counsel and Secretary of a number of other Invesco Ltd. wholly owned subsidiaries which service or serviced portions of Invesco Ltd.’s U.S. Retail business since May 2007 and since June 2010 with respect to certain Van Kampen entities engaged in the asset management business that were acquired by Invesco Ltd. from Morgan Stanley. In each of the foregoing positions Mr. Zerr is 49 responsible for overseeing legal operations. In such capacity, Mr. Zerr also is responsible for overseeing the legal activities of the Invesco Funds. Mr. Zerr earned a BA degree in economics from Ursinus College. He graduated cum laude with a J.D. from Temple University School of Law. Mr. Zerr was listed as a principal of the Sponsor on December 6, 2012. Invesco Group Services Inc., which is a wholly owned, indirect subsidiary of Invesco Ltd., has been a principal of the Sponsor since September 27, 2018 and has periodically been listed with NFA as a principal of other NFA members since May 17, 1990. Code of Ethics The Trust has no officers or employees and is managed by Invesco Capital Management LLC. Invesco Capital Management LLC has adopted a code of ethics which applies to all of its employees and is available on request, free of charge, by calling 1-800-983-0903 Monday through Friday, 8:00 a.m. to 5:00 p.m. Central Time. ITEM 11. Executive Compensation. The Trust has no employees, officers or directors. The Sponsor receives a Sponsor’s fee, which accrues daily at an annual nominal rate of 0.25% of the daily NAV of the Trust and is paid monthly in arrears. For the period from December 20, 2023 to December 31, 2023, the Trust did not incur Sponsor’s fees. 50 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The Trust has no officers or directors. The following table sets forth certain information regarding beneficial ownership of our Shares as of January 31, 2024, as known by management. No person is known by us to own beneficially more than 5% of outstanding Shares. Title of Class Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership Percent of Class Shares Directors and Officers of Invesco Capital Management LLC as a group — Less than 0.1% The Trust has no securities authorized for issuance under equity compensation plans. ITEM 13. Certain Relationships and Related Transactions, and Director Independence. See Item 11. ITEM 14. Principal Accountant Fees and Services. Audit and Non-Audit Fees The following table sets forth the fees for professional services rendered by PricewaterhouseCoopers LLP (“PwC”), the Trust’s independent registered public accounting firm for the period ended December 31, 2023. Period Ended December 31, 2023 Audit Fees $ 60,000 Audit-Related Fees 20,000 Tax fees — All other Fees — Total $ 80,000 Approval of Independent Registered Public Accounting Firm Services and Fees The Sponsor approved all of the services provided by PwC to the Trust described above. The Sponsor pre-approved all audit and allowed non-audit services of the Trust’s independent registered public accounting firm, including all engagement fees and terms. 51 PART IV ITEM 15. Exhibits and Financial Statement Schedules. (a)(1) Financial Statements See financial statements commencing on page 39 hereof. (a)(2) Financial Statement Schedules No financial statement schedules are filed herewith because (i) such schedules are not required or (ii) the information required has been presented in the aforementioned financial statements. (a)(3) Exhibits The following documents (unless otherwise indicated) are filed herewith and made a part of this Annual Report: Exhibit No. Description 3.1 Initial Declaration of Trust and Trust Agreement, incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 (File No. 333-255175) filed by the Registrant on December 29, 2023 3.2 Amendment No. 1 to the Declaration of Trust and Trust Agreement, incorporated by reference to Exhibit 3.2 of the Registration Statement on Form S-1 (File No. 333-255175) filed by the Registrant on December 29, 2023. 3.3 Amended and Restated Declaration of Trust and Trust Agreement, incorporated by reference to Exhibit 3.3 of the Registration Statement on Form S-1 (File No. 333-255175) filed by the Registrant on December 29, 2023. 3.4 Second Amended and Restated Declaration of Trust and Trust Agreement, incorporated by reference to Exhibit 3.4 of the Registration Statement on Form S-1 (File No. 333-255175) filed by the Registrant on January 8, 2024. 3.5 Certificate of Trust, incorporated by reference to Exhibit 3.5 of the Registration Statement on Form S-1 (File No. 333-255175) filed by the Registrant on April 12, 2021. 3.6 Amendment No. 1 to the Certificate of Trust, incorporated by reference to Exhibit 3.6 of the Registration Statement on Form S-1 (File No. 333-255175) filed by the Registrant on December 29, 2023. 4.1 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 * 10.1 [Reserved] 10.2 Form of Initial Authorized Participant Agreement, incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-1 (File No. 333-255175) filed by the Registrant on December 29, 2023. 10.3 Form of Marketing Agent Agreement, incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-1 (File No. 333-255175) filed by the Registrant on December 29, 2023. 10.4 Bitcoin Custody Agreement, incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1 (File No. 333-255175) filed by the Registrant on January 9, 2024. 10.5 Form of Cash Custody Agreement, incorporated by reference to Exhibit 10.5 of the Registration Statement on Form S-1 (File No. 333-255175) filed by the Registrant on December 13, 2023. 10.6 Form of Trust Administration and Accounting Agreement, incorporated by reference to Exhibit 10.6 of the Registration Statement on Form S-1 (File No. 333-255175) filed by the Registrant on December 13, 2023. 10.7 Form of Transfer Agency Agreement, incorporated by reference to Exhibit 10.7 of the Registration Statement on Form S-1 (File No. 333-255175) filed by the Registrant on December 13, 2023. 10.8 Calculation Services Subscription Agreement, incorporated by reference to Exhibit 10.8 of the Registration Statement on Form S-1 (File No. 333-255175) filed by the Registrant on January 9, 2024. 10.9 Form of Execution Agent Agreement, incorporated by reference to Exhibit 10.9 of the Registration Statement on Form S-1 (File No. 333-255175) filed by the Registrant on December 29, 2023. 10.10 Form of Lukka Master Services Agreement, incorporated by reference to Exhibit 10.10 of the Registration Statement on Form S-1 (File No. 333-255175) filed by the Registrant on December 13, 2023. 31.1 Certification by Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. * 31.2 Certification by Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. * 32.1 Certification by Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * 52 32.2 Certification by Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * 97 Policy Relating to Recovery of Erroneously Awarded Compensation * * Filed herewith 53 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Invesco Galaxy Bitcoin ETF By: Invesco Capital Management LLC its Sponsor Dated: March 6, 2024 By: /S/B RIAN H ARTIGAN Name: Brian Hartigan Title: Principal Executive Officer Dated: March 6, 2024 By: /S/K ELLI G ALLEGOS Name: Kelli Gallegos Title: Principal Financial and Accounting Officer, Investment Pools Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities* and on the dates indicated. Signature Capacity* Date /s/J ORDAN K RUGMAN Manager March 6, 2024 Jordan Krugman /s/J OHN Z ERR Manager March 6, 2024 John Zerr * The registrant is a trust and the persons are signing in their capacities as officers or directors of Invesco Capital Management LLC, the Sponsor of the registrant. 54