December 18, 2018
Robby Chang
Chief Financial Officer
Riot Blockchain, Inc.
202 6th Street, Suite 401
Castle Rock, CO 80104
Re: Riot Blockchain, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Form 10-K/A for the Year Ended September 30, 2018
Form 10-Q for the Quarterly Period Ended September 30, 2018
Supplemental Response dated November 23, 2018
Dear Mr. Chang:
We have reviewed your November 23, 2018 response to our comment letter
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. Unless we note otherwise, our references to prior comments are to
comments in
our August 2, 2018 letter.
Form 10-Q for the Quarterly Period Ended September 30, 2018
Notes to Condensed Interim Consolidated Financial Statements
Note 2. Basis of presentation, summary of significant accounting policies and
recent accounting
pronouncements
Digital Currencies Translations and Remeasurements, page 8
1. We note your response to prior comment two of our letter dated June 15,
2018 and your
disclosure on page 9 addressing the correction of an error related to
your accounting for
digital currencies. You assert that the correction of this error did not
have a material
impact on your previously reported interim financial statements. Please
confirm whether
this is the case because all previously reported changes in fair value
are now reflected as
impairment losses. Please also tell us how you have complied with the
disclosure
Robby Chang
FirstName LastNameRobby Chang
Riot Blockchain, Inc.
Comapany18, 2018 Blockchain, Inc.
December NameRiot
December 18, 2018 Page 2
Page 2
FirstName LastName
requirements set forth in ASC 350-30-50-3 related to these impairment
losses.
Item 2. Management's Discussion and Analysis. . .
Management's plans and basis of presentation:, page 27
2. Please revise your fifth paragraph in this section of your Form 10-Q
for the quarter ended
September 30, 2018 to expand your disclosure regarding your current
mining operations,
including for example, the number of miners that were operating at
your facility on
September 30, 2018, and any expected changes.
3. We note your response to prior comment 4 and your disclosures in your
Form 10-Q for
the quarter ended September 30, 2018 on page 27 that you have not
entered into any
formal vendor agreements with respect to your planned exchange. Please
revise your
disclosures to discuss the termination of your licensing and services
agreement with
Coinsquare, and to explain how the SynapseFi agreement will help you
launch your
platform. We also note that subsequent to your filing of the Form
10-Q, you announced
the entrance into an agreement with Shift Markets, Ltd. that provides
you with Shift's
crypto exchange platform. Please tell us why this information was
furnished pursuant to
Item 7.01 on a Form 8-K rather than as a material agreement under Item
1.01, and why the
agreement will not be filed as a material agreement.
Liquidity and Capital Resources, page 29
4. We note your disclosure on page 30 that you will require additional
capital in order to
meet your ordinary business obligations for the next twelve months.
Please revise to also
disclose how long you expect your business will be able to continue
its current and
planned operations if you are unable to secure additional capital.
General
5. We note your disclosure regarding the March 26, 2018 acquisition of
92.5% of Logical
Brokerage that you are investigating launching a digital currency
exchange and futures
operation. We also note your recent 8-K disclosure regarding your
recent agreement with
Shift Markets. Please ensure that your current plans with respect to
the recent agreement
and plans to launch a digital currency exchange and futures operation
are clear, including
the business risks and challenges of launching these operations, what
aspects of launching
these operations will be provided by Shift Markets pursuant to the
agreement, and your
anticipated timeline and estimated costs.
6. Please note, we are currently reviewing your amended Form S-3 and may
have additional
comments. Any additional comments will be provided under separate
cover.
7. We are continuing to evaluate your response to prior comment 13 of our
letter dated June
15, 2018. We may have additional comments.
You may contact Angela Connell at 202-551-3426 if you have questions
regarding
Robby Chang
Riot Blockchain, Inc.
December 18, 2018
Page 3
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.
Sincerely,
FirstName LastNameRobby Chang
Division of
Corporation Finance
Comapany NameRiot Blockchain, Inc.
Office of Healthcare
& Insurance
December 18, 2018 Page 3
cc: William Jackman
FirstName LastName