August 2, 2018
Robby Chang
Chief Financial Officer
Riot Blockchain, Inc.
202 6th Street, Suite 401
Castle Rock, CO 80104
Re: Riot Blockchain, Inc.
Current Report on Form 8-K filed October 4, 2017
Response Letter dated March 26, 2018
Form 10-K for the Fiscal Year Ended December 31, 2017
Form 10-K/A for the Fiscal Year Ended December 31, 2017
Form 10-Q for the Quarterly Period Ended March 31, 2018
Response Letter dated June 29, 2018
File No. 001-33675
Dear Mr. Chang:
We have reviewed your response letter dated June 29, 2018 and your
amended Form 10-
K and have the following comments. In some of our comments, we may ask you to
provide us
with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Amendment No. 2 to Form 10-K
General
1. We note your responses to comments 2, 13 and 14 in your letter dated
June 29, 2018. We
are not issuing additional comments with respect to these issues at this
time. Our decision
not to issue additional comments should not be interpreted to mean that
we agree with
your analysis.
Item 1. Business, page 3
Robby Chang
FirstName LastNameRobby Chang
Riot Blockchain, Inc.
Comapany2018
August 2, NameRiot Blockchain, Inc.
August 2, 2018 Page 2
Page 2
FirstName LastName
2. We acknowledge your revised disclosures in response to prior comment
5. Please
reconcile your revised disclosures on page 5, which state that Logical
Brokerage will
initially serve as an exchange for Bitcoin and Ethereum, and your
revised disclosures on
page 6, which state that the the initial cryptocurrencies on Logical
Brokerage will consist
of Bitcoin, Bitcoin cash, Ethereum, and Litecoin. In addition, if you
plan for the exchange
to also be a platform for Litecoin and Bitcoin cash, please confirm
that in future filings
you will expand your second risk factor on page 27 to disclose your
additional regulatory
obligations if these cryptocurrencies are determined to be securities.
3. We acknowledge your revised disclosure in response to prior comment 9.
However,
please tell us, and in future filings, explain, what retail clients
going through "multiple
trusted and vetted third parties" to buy and sell on your planned
exchange. means In
addition, explain whether residents of Wyoming and Hawaii would be
permitted to use the
exchange platform during visits to other states, and if not, how you
plan to limit their
ability to do so. Lastly, tell us, and in future filings, explain your
potential consequences
if such residents are found to have used Logical Brokerage's services
despite your efforts
to prevent them from doing so.
4. We acknowledge your revised disclosure in response to prior comment 9.
In future
filings, please expand your disclosures to more fully discuss steps
you have taken in
preparing to launch your cryptocurrency exchange. In addition, if such
launch is expected
to require material commitments for capital expenditures or will have
a material effect on
your liquidity, revise to include these disclosures.
5. We acknowledge your revised disclosure in response to prior comment 4.
In future
filings, please expand your disclosure in the Business section to
discuss your current or
planned security and custodial practices with respect to your digital
exchange.
Item 10. Directors, Named Executive Officers and Corporate Governance, page 44
6. We acknowledge your revised disclosure in response to prior comment 11
and reissue the
comment as it does not describe the principal business of Sandstone
Strategies. Please
note that Item 403 (e) requires a description of the business
background of each director,
including the name and principal business of any corporation or other
organization in
which such director was employed or carried out his occupation.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Jacob Luxenburg at 202-551-2339 or Angela Connell at
202-551-3426
if you have questions regarding comments on the financial statements and
related
matters. Please contact Dorrie Yale at 202-551-8776 or Suzanne Hayes at
202-551-3675 with
any other questions.
Robby Chang
Riot Blockchain, Inc.
August 2, 2018
Page 3
FirstName LastNameRobby Chang
Division of Corporation Finance
Comapany NameRiot Blockchain, Inc.
Office of Healthcare & Insurance
August 2, 2018 Page 3
cc: Harvey Kesner, Esq.
FirstName LastName