United States securities and exchange commission logo
December 15, 2022
Nicholas Scherling
Chief Executive Officer
Decentralized Crypto Financial Inc.
4795 Meadow Wood Lane, #200
Chantilly, VA 20151
Re: Decentralized
Crypto Financial Inc.
Amendment No. 5 to
Offering Statement on Form 1-A
Filed December 2,
2022
File No. 024-11353
Dear Nicholas Scherling:
We have reviewed your amended offering 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 offering 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 offering 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 April
22, 2022 letter.
Amendment No.5 to Offering Statement on Form 1-A Filed December 2, 2022
Cover Page
1. We note that throughout
the offering circular you have changed "$75,000,000" to
"$74,250,000." However,
please revert the change on the cover page where it now says
"The offering will
exist until the date on which the offering of any additional stock would
cause the aggregate
offering price or aggregate gross sales in this offering, as those terms
are defined under Rule
251(a) of the Securities Act, to exceed $74,250,000.00." We
believe this change was
made in error.
2. We note your response
to comment 1 and reissue in part. We acknowledge the reduction
of the total offering
to $74,250,000 to accommodate the Braintree fee. However, it would
seem that the Braintree
fee could still theoretically cause you to exceed the $75,000,000
Nicholas Scherling
Decentralized Crypto Financial Inc.
December 15, 2022
Page 2
threshold consistent with Rule 251(a)(2). Please amend your offering
circular or explain to
us why you believe it to be unnecessary. In addition, please make the
previously requested
changes to Part II of your offering circular to the legal opinion,
subscription agreement,
and Item 4 of Part I of your Form 1-A as applicable.
Risk Factors, page 12
3. We note your response to comment 3 and reissue in part. We acknowledge
the addition of
a new risk factor for your exclusive forum provision. However, in the
risk factor please
also include additional details so that investors can better assess
the risk. As one example
only, please include the specific exclusive forum being used.
DeCryptoFi Platform, page 19
4. We note your response to comment 4 and reissue in part. We understand
from your new
disclosure that the platform will be operational upon Commission
qualification of your
securities offering. However, please also clarify whether the platform
is currently
functional, rather than limited to whether it will be operational in
the future.
Exhibit 1.7 - Consent of Independent Auditors, page i
5. We note your response to comment 6 and it appears that you did not
file a revised consent
as an exhibit to your filing. We reissue our comment in its entirety.
We note that the
consent of Chesapeake Financial Corp. makes reference to their audit
report dated
December 5, 2020 with respect to the financial statements as of August
31, 2020. Please
have your auditor revise their consent to reference the correct dates
for the audit report
and the financial statements included in your offering statement.
General
6. Please update the financial statements included in the filing in
compliance with Part F/S,
(c)(1) and (b)(3)(B) of Form 1-A, to include the financial statements
for the relevant
interim period in 2022. Update any associated financial information in
relevant sections of
the filing as necessary.
FirstName LastNameNicholas Scherling
7. We note your response and related revisions to comment 7 and reissue our
comment in
Comapany
part.NameDecentralized Cryptorevise
Please have your auditors Financial
theirInc.
audit report to update the
financial statements
covered
December by the
15, 2022 report.
Page 2
FirstName LastName
Nicholas Scherling
FirstName LastNameNicholas
Decentralized Crypto FinancialScherling
Inc.
Comapany15,
December NameDecentralized
2022 Crypto Financial Inc.
December
Page 3 15, 2022 Page 3
FirstName LastName
You may contact Stephen Kim at 202-551-3291 or Theresa Brillant at
202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Michael Blackburn