SecProbe.io

United States securities and exchange commission logo
March 15, 2023
Bennett Yankowitz
Chief Financial Officer
RocketFuel Blockchain, Inc.
201 Spear Street
Suite 1100
San Francisco, California 94105
Re:RocketFuel Blockchain, Inc.
Form 10-K for the Fiscal Year Ended March 31, 2022
Filed July 15, 2022
Form 10-Q for the Quarterly Period Ended September 30, 2022
Filed November 14, 2022
File No. 033-17773-NY
Dear Bennett Yankowitz:
            We have reviewed your filings 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.
Form 10-K for the Fiscal Year Ended March 31, 2022
Note 2. Summary of Significant Accounting Policies
Software Development Costs, page F-7
1.Once an application has reached the development stage, you capitalize internal and
external costs, if direct and incremental, and certain general and administrative costs
related to the customization and development of your internal business systems. Please tell
us how you considered ASC 350-40-30-1 and 30-3 in determining what general and
administrative costs to capitalize during the application development stage.

 FirstName LastNameBennett Yankowitz
 Comapany NameRocketFuel Blockchain, Inc.
 March 15, 2023 Page 2
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Bennett Yankowitz
RocketFuel Blockchain, Inc.
March 15, 2023
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Revenue Recognition, page F-7
2.Please revise future filings to address the disclosures required by ASC 606-10-50,
including 50-1, 50-8(b), 50-12, and 50-17 through 50-20.  Show us what your disclosure
will look like in your response.
3.Please tell us about your contract terms with your customers and your analysis of the
accounting under U.S. GAAP.  Include a discussion of each of the areas where you have
generated or expect to generate revenues.  In your response, also address the following:
•In Risk Factors on page 11, you disclose that the company takes on credit risk.
Please explain to us in more detail how the company takes on credit risk, specifically
quantifying the impact on your financial statements in the periods presented from this
risk.
•In Risk Factors on page 12, you disclose that your clients purchase your services
according to a variety of pricing formulas and sometimes these include formulas
based on pay for performance, whereby clients pay you only after you have delivered
the desired result to them.  Please include a discussion about these terms in your
response.
•In Risk Factors on pages 14 and 16 you disclose that you may provide technology to
facilitate the secure storage of user API keys from cryptocurrency exchanges and you
do not believe that the company is a money transmitter, because the company does
not hold, possess or control payment funds on behalf of a consumer or merchant.
Please tell us in more detail about your provision of these services and why you
believe that you do not control the funds.
Note 9. Stockholders' Equity (Deficit), page F-12
4.With respect to the common shares and other consideration that you issued to customers,
please tell us how your accounting considered ASC 606-10-32-25 through 32-27 and how
you determined to recognize the transactions in general and administrative expenses.
Form 10-Q for the Quarterly Period Ended September 30, 2022
Business, page 7
5.We note your disclosure that you recently formed RocketFuel (BVI) Ltd. to be the issuer
of $Rpay tokens in connection with your planned loyalty program.  We further note your
November 23, 2022 press release, "RocketFuel Announces launch of its $Rpay Token
World’s First Crypto Loyalty Program Unveiled," announcing the launch of your loyalty
token through a private sale at a price of $0.015 per token and a pre-sale at a price
of $0.025 per token.  Please describe, and in future filings disclose, the rights,
privileges, obligations and characteristics of the loyalty tokens, including the blockchain
on which these tokens exist and how they are distributed and exchanged.
Additionally, please describe the features of your loyalty program.  Further, describe how
you have conducted and plan to conduct any offering or distribution of the loyalty token in

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March 15, 2023
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compliance with the federal securities laws, including an analysis of the Securities Act
exemption on which you are relying for the current offering of the $Rpay tokens.  In this
regard, we note that your token distribution schedule on your website includes pre-sales,
private sales, public sales, airdrops, and staking.
6.We note your loyalty program will include a staking program, allowing participating
members to earn 5% APY and receive significant discounts.  Please describe, and in
future filings disclose, your staking program in greater detail, including, without
limitation, a discussion of who is eligible to participate, program features and whose
crypto assets are being staked.  Additionally, provide us with your analysis as to how your
staking program is executed in compliance with the federal securities laws.
7.We note the statement on your website that the $Rpay program will offer different levels
of membership and loyalty point benefits for Silver and Platinum membership levels
based upon the number of tokens staked.  Please tell us whether you intend to offer $Rpay
tokens to retail investors.  Please describe your use of digital engagement practices in
connection with your loyalty program and staking program, including, as examples only,
behavioral prompts, differential marketing, game-like features and other design elements
or features designed to engage with retail investors.  Please also address the following,
without limitation, in your revised disclosure:
•Specifically describe the analytical and technological tools and methods you use in
connection with such practices and your use of technology to develop and provide
investment education tools;
•Clarify whether any of such practices encourage retail investors to invest in different
products or change investment strategies;
•Clarify whether you use any optimization functions (e.g., to increase platform
revenues, data collection and customer engagement);
•To the extent your use of any optimization functions may lead to potential conflicts
between your platform and investors, please add related risk factor disclosure; and
•Describe in greater detail your data collection practices or those of your third-party
service provider.
Please include a separate risk factor discussing the current and potential future regulatory
risks associated with your use of digital engagement practices.
8.Your November 23, 2022 press release states that only businesses and accredited private
investors outside the United States can purchase the $Rpay tokens.  Please tell us, and in
future filings disclose, how you prevent U.S. investors from obtaining the loyalty tokens
and how you prevent the use of your staking program within the United States and by U.S.
persons.  Please specifically address the steps you are taking to ensure that U.S. investors
cannot circumvent your restrictions, and, in future filings, include risk factor disclosure to
describe the potential regulatory consequences if U.S. persons circumvent the restrictions.
Similarly, we note the statement on your website and in your November 23, 2022 press
release that you envision the use of $Rpay for future financial services, such as locking
the tokens as part of a credit or loan issuance program.  Please tell us how you will

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March 15, 2023
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conduct such a program in compliance with the U.S. federal securities laws and whether
such a program will be offered within the United States and to U.S. persons.
9.We note your statement in the November 23, 2022 press release that "[t]he $Rpay token
will be launched as a security token first and over time as its usage increases, the company
will obtain the necessary approvals for the token to be classified as a utility token."  Please
provide your analysis as to when the $Rpay token may no longer be a security under
Section 2(a)(1) of the Securities Act.  In future filings, please discuss your internal
procedures and policies that would allow you to reach the conclusion that the $Rpay token
is no longer a security, and add risk factor disclosure  addressing the risks and limitations
of your internal policies and procedures, including that they are risk-based judgments
made by the company and not a legal standard or determination binding any regulatory
body or court.  In addition, please tell us what you mean by the statement that you will
obtain the “necessary approvals” for the token to be classified as a utility token.
10.We note the statement on your website that the $Rpay tokens can be transferred on crypto
asset exchanges.  Please tell us, and in future filings identify, the exchanges that allow the
transfer of $Rpay tokens, and please tell us how you ensure that the secondary transfers of
the $Rpay tokens are in compliance with the federal securities laws.
11.We note your statement on your website that $Rpay can be used for discounts, rewards
and "NFT experiences."  Please tell us what you mean by "NFT experiences."  To the
extent that you intend to offer and develop NFTs, please describe the characteristics of the
NFTs you intend to develop and tell us how you will exchange $Rpay tokens for NFTs in
compliance with the federal securities laws, including how you will ensure that secondary
trading of the NFTs are in compliance with federal securities laws.
12.In future filings, if material to an understanding of your business, please discuss any steps
you take to safeguard your customers’ crypto assets, and describe any policies and
procedures that are in place to prevent self-dealing and other potential conflicts of interest.
 Describe any policies and procedures you have regarding the commingling of assets,
including customer assets, your assets, and those of affiliates or others.  Identify what
material changes, if any, have been made to your processes in light of the current crypto
asset market disruption.
13.Please tell us whether the $Rpay tokens are stored on your platform, and, if so, please
disclose whether you use a third-party custodian for your investors' $Rpay tokens,
including:
•What portion of your investors' crypto assets and your crypto assets are held in hot
wallets and cold wallets;
•The geographic location where crypto assets are held in cold wallets;
•Whether any person (e.g., auditors, etc.) are responsible for verifying the existence
for the $Rpay tokens held by the third-party custodian(s);
•Whether any insurance providers have inspection rights associated with the crypto
assets held in storage; and

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•A description of the custodian's insurance and the degree to which such policies
provide coverage for the loss of $Rpay tokens.
Risk Factors, page 7
14.In future filings, please describe any material risks to your business from the possibility of
regulatory developments related to crypto assets and crypto asset markets.  Identify
material pending crypto legislation or regulation, and describe any material effects it may
have on your business, financial condition, and results of operations.  In addition, to the
extent material, discuss any reputational harm you may face in light of the recent
disruption in the crypto asset markets.  For example, discuss how market conditions have
affected how your business is perceived by customers, counterparties, and regulators, and
whether there is a material impact on your operations or financial condition.
15.In future filings, please describe any material risks you face related to the assertion of
jurisdiction by U.S. and foreign regulators and other government entities over crypto
assets and crypto asset markets.
Note 7. Stockholders' Equity
Private Placement, page 11
16.We note your disclosure about the token offering in this note and in your November 23,
2022 press release.  Please tell us about the nature of the tokens issued (or to be issued)
and the associated rights and obligations.  For example, discuss whether the token
provides a right to cash or a residual interest in the company.  Include the Company’s
analysis of the accounting under U.S. GAAP.
Cancellations of Stock, page 12
17.In connection with a litigation settlement, a shareholder surrendered 3,600,934 shares of
the company’s common stock and you recognized a gain of $540,059 in other income for
the six months ended September 30, 2022.  Please tell us how you considered ASC 505-
10-25-2, and why you recognized a gain from the surrender of the shares.
Exhibit 31.1 and 31.2, page 23
18.The language in Exhibits 31.1 and 31.2 is not exactly as set forth in Item 601(b)(31)(i) of
Regulation S-K.  For example, you changed the language in paragraph 4(d) to only refer
to your fourth fiscal quarter and you exclude the reference to your consolidated
subsidiaries in paragraph 4(a).  Please revise future filings to provide the certifications
required by Item 601(b)(31)(i) exactly as set forth therein.
            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.

 FirstName LastNameBennett Yankowitz
 Comapany NameRocketFuel Blockchain, Inc.
 March 15, 2023 Page 6
 FirstName LastName
Bennett Yankowitz
RocketFuel Blockchain, Inc.
March 15, 2023
Page 6
            You may contact Kate Tillan at (202) 551-3604 or David Irving at (202) 551-3321 if you
have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at (202) 551-2326 or Sonia Bednarowski at (202) 551-3666 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets