SEC Comment Letter 0000000000-23-011607 to ROCKETFUEL BLOCKCHAIN, INC. (CIK 0000823546)
ROCKETFUEL BLOCKCHAIN, INC. (CIK 0000823546)
Date: Oct. 24, 2023 · CIK: 0000823546 · Accession: 0000000000-23-011607
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United States securities and exchange commission logo
October 24, 2023
Bennett Yankowitz
Chief Financial Officer
RocketFuel Blockchain, Inc.
201 Spear Street
Suite 1100
San Francisco, California 94105
Re:RocketFuel Blockchain, Inc.
Form 8-K filed April 26, 2023
File No. 033-17773-NY
Dear Bennett Yankowitz:
We have reviewed your filing and have the following comment(s).
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 8-K filed April 26, 2023
Item 4.01. Change in Registrant's Certifying Accountant, page 1
1.Please amend to revise your disclosure under Item 304(a)(2) of Regulation S-K to address
your two most recent fiscal years and the subsequent interim period prior to engaging
Turner, Stone & Company, L.L.P.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review, page 1
2.It appears from your disclosure that you received notice from your former independent
accountant that disclosure should be made to prevent future reliance on your interim
financial statements included in your December 31, 2022 Form 10-Q filed April 3, 2023.
If true, you should provide the independent accountant with a copy of the disclosures you
are making in response to Item 4.02 of Regulation S-K and request the independent
accountant to furnish to you, as promptly as possible, a letter addressed to the
Commission stating whether the independent accountant agrees with the statements made
by you in response to Item 4.02 and, if not, stating the respects in which the independent
FirstName LastNameBennett Yankowitz
Comapany NameRocketFuel Blockchain, Inc.
October 24, 2023 Page 2
FirstName LastName
Bennett Yankowitz
RocketFuel Blockchain, Inc.
October 24, 2023
Page 2
accountant does not agree. Refer to Items 4.02(b) and (c) of Form 8-K.
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.
Please contact Kate Tillan at (202) 551-3604 or David Irving at (202) 551-3321 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets