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United States securities and exchange commission logo
May 2, 2024
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, 2023
Responses dated February 27, and April 9, 2024
File No. 033-17773-NY
Dear Bennett Yankowitz:
            We have reviewed your February 27 and April 9, 2024 responses to our comment letter
and have the following comments.
            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. Unless
we note otherwise, any references to prior comments are to comments in our January 18,
2024 letter.
Form 10-K for the Fiscal Year Ended March 31, 2023
General
1.We note your response to prior comment 1. Please provide proposed disclosure for
inclusion in future filings to reconcile your statement that you have no plans to issue any
tokens, with disclosure related to a "cryptocurrency token sale" on page 10, "digital tokens
that [you] may issue" and "any tokens that [you] may issue" on page 16, and a "token
generation event (TGE) or similar financing (a 'Token Transaction')" on page 30.
2.We note your response to comment 11 of our letter dated March 15, 2023 that you do not
intend to develop any NFTs. We further note the page on your website: RocketFuel’s
Crypto Loyalty Program: How NFTs Can Help Your Business
(https://rocketfuel.inc/rocketfuels-crypto-loyalty-program-how-nfts-can-help-your-

 FirstName LastNameBennett Yankowitz
 Comapany NameRocketFuel Blockchain, Inc.
 May 2, 2024 Page 2
 FirstName LastName
Bennett Yankowitz
RocketFuel Blockchain, Inc.
May 2, 2024
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business/), where you discuss how merchants can use NFTs in your crypto loyalty
program to reward customers. Please provide proposed disclosure that you will include in
future filings describing the characteristics of the NFTs that can be created, offered, or
exchanged through your crypto loyalty program and tell us how you will conduct this
program in compliance with the federal securities laws, including how you will ensure
that any offering and secondary trading of the NFTs is in compliance with federal
securities laws.
Business
Our Growth Strategy, page 6
3.We note your response to prior comment 3. Please provide us with proposed disclosure
that you will include in future filings disclosing the date and the material terms and
conditions, including the term and termination provisions, of your Strategic Alliance
Agreement with ACI Worldwide to make your "cryptocurrency payment solution"
available to its merchant customers through their ACI portals. Additionally, please file the
agreement as an exhibit to your next periodic report, or advise.
Risk Factors, page 7
4.Refer to your response to prior comment 5. We note the statement in the first paragraph of
your proposed risk factor that "There also remains significant unclarity over whether
individual cryptocurrencies or cryptocurrencies backed by local currencies (stablecoins)
will be deemed as 'securities.'" Likewise we note the statement in the fifth paragraph that
"the application of securities laws to the specific facts and circumstances of
cryptocurrencies may be... subject to change." Please revise to remove these statements as
the legal tests are well-established by U.S. Supreme Court case law and the Commission
and staff have issued reports, orders, and statements that provide guidance on when a
crypto asset may be a security for purposes of the U.S. federal securities laws.
Additionally revise to clarify what you are referring to with the phrase "[s]uch
statements," in light of the revisions you are making.
Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-8
5.We acknowledge your response to prior comment 9. In each step of the transaction,
explain who possesses and controls the crypto assets and why with support for how you
determined that entity has possession and/or control. Additionally, please tell us whether
you obtain ownership of the crypto assets at any step of the transaction and record it as an
asset on your balance sheet. Provide separate information to the extent the steps are
different for U.S. vs. non-U.S. transactions or merchant services agreements with
ecommerce merchants and B2B cross-border transfers.

 FirstName LastNameBennett Yankowitz
 Comapany NameRocketFuel Blockchain, Inc.
 May 2, 2024 Page 3
 FirstName LastName
Bennett Yankowitz
RocketFuel Blockchain, Inc.
May 2, 2024
Page 3
            Please 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 John Dana Brown at 202-551-3859 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets