United States securities and exchange commission logo
August 23, 2021
Peter Wall
Chief Executive Officer
Argo Blockchain Plc
9th Floor
16 Great Queen Street
London WC2B 5DG
England
Re: Argo Blockchain Plc
Registration
Statement on Form F-1
Filed, August 19,
2021
File No. 333-258926
Dear Mr. Wall:
We have reviewed your amended registration statement 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 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.
Unless we note
otherwise, our references to prior comments are to comments in our July
20, 2021 letter.
Registration Statement on Form F-1
Summary Historical Consolidated Financial Data, page 9
1. We note your revised
disclosures and response to prior comments 3 and 6. The most
directly comparable
IFRS measure to Bitcoin and Bitcoin Equivalent Mining Margin is
gross margin. While we
note you disclose gross margin on page 10, the IFRS measure
should be presented
with equal or greater prominence to the non-IFRS measure.
Therefore, please
further revise to also include gross margin in the table on pages 9 and
74, with greater
prominence to the non-IFRS measure. Also, revise footnotes (2) on page
10, as well as other
disclosures throughout the filing, to refer to the appropriate
Peter Wall
FirstName LastNamePeter Wall
Argo Blockchain Plc
Comapany
August 23, NameArgo
2021 Blockchain Plc
August
Page 2 23, 2021 Page 2
FirstName LastName
comparable IFRS measure of gross margin. Lastly, specific to the
EBITDA measure
presented on page 74, please present net income/(loss) for each period
with greater
prominence. Refer to Item 10(e)(1)(i) of Regulation S-K and Question
102.10 of the Non-
GAAP C&DIs.
Risk Factors
Our articles of association to be effective in connection with this offering
will provide that the
courts of England and Wales..., page 59
2. Please revise to clarify that Section 27 of the Exchange Act creates
exclusive federal
jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange
Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates
concurrent jurisdiction for federal and state courts over all suits
brought to enforce any
duty or liability created by the Securities Act or the rules and
regulations thereunder.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Indicators of Performance and Financial Condition, page 74
3. We note you disclose that the measure of average direct cost per
bitcoin and bitcoin
equivalent mined is useful as it reflects average direct cost of each
reward earned
irrespective of the value of such reward at the time it is earned.
Please revise to also
address why you believe it is useful to exclude depreciation of mining
and computer
equipment from this measure as it would appear these are also direct
costs of the
equipment used to mine bitcoin and bitcoin equivalent. In addition,
where you discuss this
measure, revise to clarify that the direct costs are exclusive of
depreciation. Lastly, please
remove the reference to gross profit in footnote (3) on page 10, and
similar references
here, as gross profit is not a comparable measure to average direct
cost per Bitcoin or
Bitcoin equivalent mined.
Description of Share Capital and Articles of Association, page 112
4. You state here that there were 10,223,076 options and 535,821 warrants
outstanding at
June 30, 2021 to purchase ordinary shares. Please reconcile such
disclosures to the
44,845,769 combined options and warrants outstanding at December 31,
2020 as
disclosed on page F-24. Also, revise to include the disclosures
required by IFRS 2.45(b)
for the six months ended June 30, 2021.
Notes to Financial Statements
Note 3. Significant Accounting Policies, page F-9
5. Please revise to include a discussion of the composition of direct
costs, similar to what
you disclose on page 75.
You may contact Melissa Kindelan, Senior Staff Accountant, at (202)
551-3564 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Peter Wall
Argo Blockchain Plc
August 23, 2021
Page 3
Attorney, at (202) 551-3334 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.
Sincerely,
FirstName LastNamePeter Wall
Division of
Corporation Finance
Comapany NameArgo Blockchain Plc
Office of Technology
August 23, 2021 Page 3
cc: Martin A. Wellington
FirstName LastName