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RocketFuel
Blockchain, Inc.

201
Spear Street, Suite 1100

San
Francisco, CA 94105

(424)
256-8560 ● (310) 388-0582 (fax)

Bennett
J. Yankowitz

Chief
Financial Officer

b.yankowitz@rocketfuel.inc

February
27, 2024

Securities
and Exchange Commission

Washington,
D.C. 20549

    Re:
    Comment
    Letter dated January 18, 2024

Ladies
and Gentlemen:

This
letter responds to the comments made to RocketFuel Blockchain, Inc. (“we” or the “Company”) in your letter of
January 18. 2024 regarding the Company’s Annual Report on Form 10-K filed with the Commission on August 21, 2023 (the “10-K”)
and the Company’s Quarterly Report on Form 10-Q filed with the Commission on October 16, 2023 (the “10-Q”). The numbered
paragraphs below correspond to the numbered comments in your letter.

1.
In future filings we will remove all references to potential token-based financings. For example, in the Risk Factor on page 9 of the
10-K entitled “We have limited capital resources, and we will need to raise additional capital through additional funding raises.
Such funding, if obtained, could result in substantial dilution,” we will remove the reference to token-based financings. As
we are not pursuing the RPay token offering, we have removed all references to it from our website.

2.
We have removed all references to the RPay tokens from our website. We have not issued any such tokens. We are not taking any actions
to develop, design, program or mint tokens, and it is doubtful that we ever would. In future filings, we will disclose the factors we
will consider when determining whether to begin a token program and address the risks related to a token program. Our loyalty program
is currently under development and, due to priorities set by ACI, we have not begun the design of the features of the program. It
will ultimately be modeled on a points program similar to those used by airlines and other retail companies, where shoppers will
earn points that can be redeemed for purchases on any site that has integrated the RocketFuel payment system. A copy of our Interface
Development Agreement with ACI is attached.

3.
The requested disclosure is as follows:

On
September 30, 2022 we entered into an Interface Development Agreement with ACI Worldwide Corp. (“ACI”) pursuant to which
we agreed to develop a white-label loyalty program for ACI for a fee of $60,000. The agreement is subject to termination by either party
upon 30 days’ notice of a breach of the agreement, during which time the breaching party has the right to cure the breach. The
scope of the deliverables under the agreement are the delivery of a mobile application for the loyalty program, a dashboard to configure,
post and track offers, and APIs for feeding shopper data to the loyalty platform and for creating or adding discounts to the platform.
Excluded from the scope of work is the creation of coins or tokens, NFT’s, and plugins for online stores.

The
Interface Development Agreement is separate from a Strategic Alliance Agreement entered into between ACI and us on February 10, 2022.

You
have asked us how we considered Item 601(b)(10)(ii)(B) of Regulation S-K in determining whether to file the Interface Development Agreement
as an exhibit to the Form 10-K. That Item states:

If
the contract is such as ordinarily accompanies the kind of business conducted by the registrant and its subsidiaries, it will be deemed
to have been made in the ordinary course of business and need not be filed unless it falls within one or more of the following categories,
in which case it shall be filed except where immaterial in amount or significance: . . . .

(B)
Any contract upon which the registrant’s business is substantially dependent, as in the case of continuing contracts to sell the
major part of registrant’s products or services or to purchase the major part of registrant’s requirements of goods, services
or raw materials or any franchise or license or other agreement to use a patent, formula, trade secret, process or trade name upon which
registrant’s business depends to a material extent . . . .

We
did not file the Interface Development Agreement as an exhibit to the 10-K because it is an agreement for the development of software
for a fee, which we believe was made in the ordinary course of business. Furthermore, we do not believe that our business is substantially
dependent on developing the loyalty program for ACI, and in particular the services subject to the Interface Development Agreement.

4.
The requested disclosure is as follows:

We
currently have no plans to issue tradeable tokens and it is unlikely we would do so in the future. However, if we do determine to issue
tokens in the future, our internal procedures and policies that we will use to determine whether any tokens we issue and any staking
programs we offer are securities under Section 2(a)(1) of the Securities Act of 1933 will include a detailed review by outside, independent
securities counsel. Any such determinations would be  risk-based judgments made by us and not a legal standard or determination binding
any regulatory body or court.

5.
& 6. Our revised disclosure is as follows:

Cryptocurrencies
and other digital assets are currently subject to many different, and potentially overlapping, regulatory regimes, and may in the future
be subject to different regulatory regimes than those that are currently in effect. There can be no assurance that we will be able to
comply with all of the regulatory regimes that currently apply or may be applied in the future to cryptocurrencies and digital assets.

The
SEC and its staff have taken the position that certain cryptocurrencies fall within the definition of a “security” under
the U.S. federal securities laws, and it is possible the SEC may take this position with respect to other assets that may be bought,
sold, converted, spent and sent on our platform. The legal test for determining whether any given asset is a security is a highly complex,
fact-driven analysis that evolves over time, and the outcome is difficult to predict. The SEC generally has not provided advance
guidance or confirmation on the status of any particular cryptocurrency as a security. Furthermore, the SEC’s views in this area
have evolved over time, and it is difficult to predict the direction or timing of any continuing evolution. It is also possible
that a change in the governing administration or the appointment of new SEC commissioners could substantially impact the views of the
SEC and its staff. To date, public statements by senior officials at the SEC indicate that the SEC does not intend to take the
position that bitcoin or ether are securities in their current form; however, these are the only cryptocurrencies as to which senior
officials at the SEC have publicly expressed such a view. Moreover, sSuch statements do not represent SEC rules or official
policy statements by the SEC; they reflect only the speakers’ views and are not binding on the SEC or any other agency or court
and cannot be generalized to any other cryptocurrency or other asset. With respect to all other cryptocurrencies, there is currently
no certainty under the existing securities laws to determine that such assets are not securities; though tThe SEC’s Strategic
Hub for Innovation and Financial Technology published a framework for analyzing whether any given cryptocurrency is a security in April
2019,. While this framework is also not a rule, regulation or statement of the SEC and is not binding on the
SEC. With that said, the current SEC Chairman, Gary Gensler, has repeatedly indicated in remarks to various forums, including the U.S.
Congress, that some cryptocurrencies and related products and services may qualify as securities and accordingly be subject to SEC oversight
and regulation. Chairman Gensler further referred to the cryptocurrency industry as the “Wild West” and called for more consistent
and clear regulation of this sector. The SEC, as well as other regulators, seem increasingly fixated on the regulation of cryptocurrencies,
which may impact our business. There also remains significant unclarity over whether individual cryptocurrencies or cryptocurrencies
backed by local currencies (stablecoins) will be deemed as “securities.”

We
currently operate both in the United States and internationally and will be required to comply with the securities (and other) laws of
those jurisdictions as we do so. Foreign jurisdictions have varying approaches to classifying cryptocurrencies as “securities,”
and certain cryptocurrencies and other assets may be deemed to be a “security” under the laws of some jurisdictions, but
not others. Various non-U.S. jurisdictions may, in the future, adopt additional laws, regulations, or directives that affect the characterization
of cryptocurrencies and other assets as “securities.”

The
classification of an asset as a security under applicable law has wide-ranging implications for the regulatory obligations that flow
from the offer, sale, trading and clearing of such assets. For example, an asset that is a security in the United States may generally
only be offered or sold in the United States pursuant to a registration statement filed with the SEC or in an offering that qualifies
for an exemption from registration. Persons that effect transactions in assets that are classified as securities in the United States
may be subject to registration with the SEC and states in which they offer and sell securities as a “broker” or “dealer”
and subject to the corresponding rules and regulations of the SEC, relevant states and self-regulatory organizations, including the Financial
Industry Regulatory Authority, Inc. (“FINRA”).

We
could be subject to legal or regulatory action in the event the SEC, a foreign regulatory authority, or a court were to determine that
a supported cryptocurrency converted, spent or sent through our platform is a “security” under applicable laws. Because our
platform is not registered or licensed with the SEC or foreign authorities as a broker-dealer, national securities exchange, or alternative
trading system (“ATS”) (or foreign equivalents), and we do not seek to register or rely on an exemption from such registration
or license to facilitate the offer and sale of cryptocurrencies on our platform, we currently only permit transactions in digital assets
that we have determined are not securities or that occur between non-U.S. persons and that are effected through our subsidiary RocketFuel
A/S, which is licensed as a virtual asset services provider (“VASP”) by the Danish Financial Supervisory Authority. We will
only allow transactions in those cryptocurrencies for which we determine there are reasonably strong arguments to conclude that the cryptocurrency
is not a security. Our process will reflect a comprehensive and thoughtful analysis and will be reasonably designed to facilitate consistent
application of available legal guidance to facilitate informed risk-based business judgment.

However,
the application of securities laws to the specific facts and circumstances of cryptocurrencies may be complex and subject to change,
and a listing determination does not guarantee any conclusion under the United States federal securities laws. For example, in December
2020 the SEC filed a lawsuit against Ripple Labs, Inc. and two of its executives, alleging that they have engaged in an unregistered,
ongoing securities offering through the sale of XRP, Ripple’s digital asset, which had been in the public domain since 2012. We
expect our risk assessment policies and procedures to continuously evolve to take into account developments in case law, facts and developments
in technology, regulatory clarity and changes in market acceptance and adoption of these digital assets.

There
can be no assurances that we will properly characterize any given cryptocurrency, or other digital asset, as a security or non-security
for purposes of determining if that cryptocurrency or digital asset is allowed to be offered through our platform, or that the SEC, foreign
regulatory authority, or a court, if the question was presented to it, would agree with our assessment. If the SEC, foreign regulatory
authority, or a court were to determine that bitcoin or any other cryptocurrency or other digital asset to be used on our platform in
the future is a security, we would not be able to offer such cryptocurrency or other digital asset for making purchases until we are
able to do so in a compliant manner, such as through an alternative trading system approved to trade cryptocurrencies or other digital
assets that constitute securities, and such determination may have adverse consequences for such supported cryptocurrency or other digital
asset. A determination by the SEC, a foreign regulatory authority, or a court that an asset that we support for trading on our platform
constitutes a security may also result in a determination that we should remove such asset from our platform, as well as other assets
that have similar characteristics to such asset deemed to be a security. In addition, we could be subject to judicial or administrative
sanctions for failing to offer or sell the asset in compliance with the registration requirements, or for acting as a broker, dealer,
or national securities exchange without appropriate registration. Such an action could result in injunctions, cease and desist orders,
as well as civil monetary penalties, fines and disgorgement, criminal liability and reputational harm. Customers that traded such supported
assets on our platform and suffered trading losses could also seek to rescind a transaction that we facilitated on the basis that it
was conducted in violation of applicable law, which could subject us to significant liability. Furthermore, if we remove any assets from
our platform, our decision may be unpopular with users and may reduce our ability to attract and retain customers.

7.
To be provided by supplemental response.

8.

(a)
We only recognize the fees we charge to our merchant customers for each transaction as revenues (net basis) and do not recognize
the entire amount of the transaction fee paid to the customer (gross basis) as revenues. To clarify, if a shopper purchases a sweater
from our merchant customer for $100.00 and our fee is 3% then we only recognize $3.00 as revenue.

(b)
Connection and implementation fees are only charged to some customers, and the amounts vary depending on several factors, including the
amount of development work needed to complete the implementation. Where applicable, they are payable at the commencement of the contract
in cash. There is no financing component.

(c)
We allocate any connection and implementation fees prorated by month over the term of the contract. The term relates to the period that
the merchant customer may access payment processing on our platform and for which fees are payable.

(d)
For software development we determine the time when our performance obligation is complete as the date of delivery of each contracted
deliverable. We allocate software development fees in contracts with multiple deliverables based on the resources devoted to each (primarily
based on hours worked on each deliverable by our employees and any outside service providers).

(e)
You have asked: “For revenues from ongoing daily transactional fees derived as a negotiated percentage of the transactional revenues
paid by your merchant customers, you disclose that revenue is recognized when each transaction occurs. Tell us the significant judgments
you make in evaluating when your customers obtain control of promised goods or services for purposes of the timing of revenue recognition.”
Our contract is with the merchant customer, not the shopper. We recognize revenue when we have converted the shopper’s crypto payment
to fiat currency and then settled the fiat to the merchant (less a deduction for our fee). Th