United States securities and exchange commission logo
June 21, 2021
Mark White
Chief Executive Officer and President
Touchpoint Group Holdings, Inc.
4300 Biscayne Blvd., Suite 203
Miami, FL 33137
Re: Touchpoint Group
Holdings, Inc.
Registration
Statement on Form S-1
Filed May 27, 2021
File No. 333-256533
Dear Mr. White:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed May 27, 2021
Prospectus Summary Overview
Description of Products and Services The Touchpoint Platform, page 4
1. We note your statements
on pages 4 and 5 regarding non-fungible tokens and the NFT
store module, as well
as your press releases dated May 26, 2021 and June 4, 2021. Please
clearly describe your
current or proposed business involving blockchain technology.
Please clarify whether
your NFTs will be supported by the Etherium blockchain or a
proprietary blockchain,
and describe the related risks and challenges of reliance on a third-
party blockchain or
developing and maintaining your own blockchain. In addition,
address the state of
development of any blockchain technology you will use and disclose
any known or
anticipated commitments for capital expenditures, the sources of funds for
such expenditures, and
expected timing with respect to your business development.
Mark White
Touchpoint Group Holdings, Inc.
June 21, 2021
Page 2
2. Please provide your analysis of whether the Touchpoint Platform
constitutes an online
trading platform for digital asset securities. Discuss how you will
determine whether a
particular digital asset is not a security. Add a risk factor that there
may be uncertainty
regarding your determination and that regulators may disagree with your
analysis.
Discuss the regulatory oversight that you will have and whether you
would be required to
register as an exchange or an ATS.
Plan of Distribution, page 44
3. We note your disclosure on page 45 which indicates that the selling
stockholder may be
deemed to be an underwriter. Please revise to state that the selling
stockholder is an
underwriter within the meaning of Section 2(a)(11) of the Securities
Act, consistent with
the prospectus cover. To the extent that any broker-dealer or agent is
involved in selling
the securities, indicate that each will be an underwriter within the
meaning of Section
2(a)(11) of the Securities Act. In addition, please remove the statement
on page 44 that
the selling stockholder may sell securities under Rule 144.
Part II
Exhibits and Financial Statement Schedules, page II-4
4. Please file the Standby Equity Commitment Agreement, the Registration
Rights
Agreement, and the Common Stock Purchase Warrant executed by you and
MacRab LLC
as exhibits to the registration statement.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Jennifer Angelini at 202-551-3047 or Erin Purnell at
202-551-3454 with
any questions.
Sincerely,
FirstName LastNameMark White
Division of
Corporation Finance
Comapany NameTouchpoint Group Holdings, Inc.
Office of
Manufacturing
June 21, 2021 Page 2
cc: Vincent J. McGill
FirstName LastName