What changed in this filing

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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-03-08 · 81 added, 92 removed, 143 unchanged (55% of the section changed)

1 unchanged sentence

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.

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, 2024, 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.

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 quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

Management's Annual Report on Internal Controls

Management of the Sponsor is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Rules 13a-15(f) and 15d-15(f) of the Exchange Act, for the Trust.

Brian Hartigan, the Principal Executive Officer of the Sponsor, and Kelli Gallegos, the Principal Financial and Accounting Officer, Investment Pools, assessed the effectiveness of the Trust's internal control over financial reporting as of December 31, 2024.

Their report in connection with their assessment may be found in the "Report of Management on Internal Control Over Financial Reporting" on page 45 of this Annual Report on Form 10-K.

Other Information .

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Chief Compliance Officer

Melanie Ringold 1

Board of Managers

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The Board of Managers is composed of Messrs.

Hartigan, Krugman and Zerr.

Hartigan and, Krugman and Ms.

The Board of Managers has established an Audit Committee with the following members:

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.

Hartigan and, Krugman and Ms.

The Sponsor has designated Mr.

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Brian Hartigan (46) 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.

Hartigan has been a Member of the Board of Managers of the Sponsor since November 2023.

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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.

Hartigan earned a BA degree from the University of St.

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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.

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.

Krugman earned a BA degree in American civilizations, with

a US history concentration, from Middlebury College in Vermont in 1999, and earned an MBA from Santa Clara University in California in 2007.

Krugman managed the communication with Invesco Ltd.’s external stakeholders including equity shareholders, debt investors, rating agencies, and research analysts.

Krugman earned a BA degree in American civilizations, with 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).

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Terry Vacheron CPA (60) 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.

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.

where she is responsible for overseeing all aspect of the companies’ financial operations, including financial reporting and accounting.

Vacheron joined Invesco in November 2020 following a brief break while between roles in October 2020.

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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.

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.

Kelli Gallegos (54) 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”).

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.

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.

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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.

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 –

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.

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.

Zerr has served as Senior Vice President of Invesco Advisers, Inc., a registered investment adviser affiliated with the Sponsor, since December 2009.

Zerr serves as a Director and Vice President of Invesco Investment Services, Inc., a registered transfer agency since May 2007.

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.

responsible for overseeing legal operations.

In such capacity, Mr.

Zerr also is responsible for overseeing the legal activities of the Invesco Funds.

Zerr earned a BA degree in economics from Ursinus College.

He graduated cum laude with a J.D.

from Temple University School of Law.

Zerr was listed as a principal of the Sponsor on December 6, 2012.

Melanie Ringold (48) has been a Member of the Board of Managers of the Sponsor since July 2024.

Ringold has also served as Head of Legal for the Americas at Invesco Ltd., a global investment management company and affiliate of the Sponsor, since January 2023.

In this role, she is responsible for overseeing legal support for all of Invesco’s Americas business.

Prior to her current position, Ms.

Ringold served as Assistant General Counsel from March 2011 until January 2023, where she was responsible for overseeing legal support for the investments organization and co-chairing the firm’s US Regulatory Change Committee.

Ringold earned a JD from the University of Houston Law Center and a BA degree in political science from the University of Michigan.

Ringold was listed as a principal of the Sponsor on July 31, 2024.

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.

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Central Time.

Insider Trading Policy

Invesco Capital Management LLC has adopted an Insider Trading Policy, which applies to all of its employees and itself.

The Insider Trading Policy operates in concert with the Code of Ethics and Personal Trading Policy for North America (collectively, the “Trading Policies”).

Invesco Capital Management LLC believes that the Trading Policies are reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to the purchase, sale and/or other dispositions of securities, including Shares of the Trust, as well as the applicable rules and regulations of the Exchange.

A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

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.

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 year ended December 31, 2024, the Trust incurred Sponsor Fees of $1,200,055 of which $1,022,558 had been paid at December 31, 2024.

Sponsor Fees of $177,497 were unpaid at December 31, 2024 and are reported as a liability on the Statement of Financial Condition.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .

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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.

December 31, 2024

December 31, 2023

Audit-Related Fees (1)

All other Fees

(1) Audit-Related Fees for the fiscal year ended December 31, 2023 include fees billed for reviewing regulatory filings.

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.

Exhibits and Financial Statement Schedules .

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The following documents (unless otherwise indicated) are filed herewith and made a part of this Annual Report:

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

Initial Declaration of Trust and Trust Agreement 3

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.

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.

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.

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.

1 to the Declaration of Trust and Trust Agreement 3

Amended and Restated Declaration of Trust and Trust Agreement 3

Second Amended and Restated Declaration of Trust and Trust Agreement 4

Certificate of Trust 1

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.

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 *

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.

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.

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.

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.

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.

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.

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.

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.

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.

1 to the Certificate of Trust 3

Description of Common Shares of Beneficial Interest*

Form of Initial Authorized Participant Agreement 3

Form of Marketing Agent Agreement 3

Bitcoin Custody Agreement 5

Form of Cash Custody Agreement 2

Form of Trust Administration and Accounting Agreement 2

Form of Transfer Agency Agreement 2

Calculation Services Subscription Agreement 5

Form of Execution Agent Agreement 3

Form of Lukka Master Services Agreement 2

Insider Trading Policies and Procedures*

Certification by Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

5 unchanged sentences

Policy Relating to Recovery of Erroneously Awarded Compensation 6

Interactive data file pursuant to Rule 405 of Regulation S-T:

(i) the Statement of Financial Condition of Invesco Galaxy Bitcoin ETF— December 31, 2024 and 2023, (ii) the Schedule of Investments of Invesco Galaxy Bitcoin ETF —December 31, 2024, (iii) the Statement of Income and Expenses of Invesco Galaxy Bitcoin ETF — Year Ended December 31, 2024, (iv) the Statement of Changes in Shareholders’ Equity of Invesco Galaxy Bitcoin ETF — Year Ended December 31, 2024, Statement of Changes in Shareholder's Equity — Period December 20, 2023 to December 31, 2023 (vi) the Statement of Cash Flows of Invesco Galaxy Bitcoin ETF — Year Ended December 31, 2024 and the Period December 20, 2023 to December 31, 2023, and (vii) Notes to Financial Statements of Invesco Galaxy Bitcoin ETF.

Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

The cover page of the Trust's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL

* Filed herewith

1 Previously filed as an exhibit to the Registration Statement on Form S-1 filed April 12, 2021 and incorporated herein by reference.

2 Previously filed as an exhibit to the Registration Statement on Form S-1 filed December 13, 2023 and incorporated herein by reference.

3 Previously filed as an exhibit to the Registration Statement on Form S-1 filed December 29, 2023 and incorporated herein by reference.

4 Previously filed as an exhibit to the Registration Statement on Form S-1 filed January 8, 2024 and incorporated herein by reference.

5 Previously filed as an exhibit to the Registration Statement on Form S-1 filed January 9, 2024 and incorporated herein by reference.

6 Previously filed as an exhibit to Form 10-K on March 8, 2024 and incorporated herein by reference.

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.

1 unchanged sentence

Invesco Capital Management LLC

March 6, 2024

February 27, 2025

/S/B RIAN H ARTIGAN

1 unchanged sentence

Principal Executive Officer

March 6, 2024

February 27, 2025

/S/K ELLI G ALLEGOS

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/s/J ORDAN K RUGMAN

March 6, 2024

February 27, 2025

Jordan Krugman

/s/J OHN Z ERR

March 6, 2024

/s/M ELANIE R INGOLD

February 27, 2025

Melanie Ringold

* 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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures