SEC Comment Letter for Riot Platforms, Inc. (RIOT) (CIK 0001167419) (RIOT) — Jan 12, 2018
Riot Platforms, Inc. (RIOT) (CIK 0001167419)
Date: Jan. 12, 2018 · CIK: 0001167419 · Accession: 0000000000-18-001342
AI Filing Summary & Sentiment
File numbers found in text: 001-33675
Letter
January 12, 2018 Jeffrey McGonegal Chief Financial Officer Riot Blockchain, Inc. 202 6th Street, Suite 401 Castle Rock, CO 80104 Re:Riot Blockchain, Inc. Current Report on Form 8-K Filed October 4, 2017 Response Dated December 18, 2017 File No. 001-33675 Dear Mr. McGonegal: We have reviewed your December 18, 2017 response to our comment letter 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. Unless we note otherwise, our references to prior comments are to comments in our December 12, 2017 letter. Response Dated December 18, 2017 Item 1.01, page 1 1.We note your response to prior comment 1. Please provide further information needed to conduct an analysis under section 3(a)(1)(C) of the Investment Company Act of 1940 (the “Company Act”) with respect to the Company. In particular, please identify and explain (including a detailed calculation on an unconsolidated basis) what assets held by the Company are "investment securities" for the purposes of Section 3 of the Company Act, as well as identifying the percentage of the value of the Company’s total assets that are "investment securities."
FirstName LastNameJeffrey McGonegal Comapany NameRiot Blockchain, Inc. June 16, 2017 Page 2 FirstName LastName Jeffrey McGonegal Riot Blockchain, Inc. January 12, 2018 Page 2 2.We continue to evaluate your response to prior comment 2. Please explain the purpose of the Amended and Restated Unanimous Shareholder Agreement and describe the material terms and conditions contained in the agreement. Also, explain to us the reason for the amendment and restatement. Please contact Dorrie Yale at 202-551-8776 or Joe McCann at 202-551-6262 with any questions. Division of Corporation Finance Office of Healthcare & Insurance cc: Harvey Kesner, Esq.
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January 12, 2018
Jeffrey McGonegal
Chief Financial Officer
Riot Blockchain, Inc.
202 6th Street, Suite 401
Castle Rock, CO 80104
Re:Riot Blockchain, Inc.
Current Report on Form 8-K Filed October 4, 2017
Response Dated December 18, 2017
File No. 001-33675
Dear Mr. McGonegal:
We have reviewed your December 18, 2017 response to our comment letter 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. Unless we note otherwise, our references to prior comments are to comments in our
December 12, 2017 letter.
Response Dated December 18, 2017
Item 1.01, page 1
1.We note your response to prior comment 1. Please provide further information needed to
conduct an analysis under section 3(a)(1)(C) of the Investment Company Act of 1940
(the “Company Act”) with respect to the Company. In particular, please identify and
explain (including a detailed calculation on an unconsolidated basis) what assets held by
the Company are "investment securities" for the purposes of Section 3 of the Company
Act, as well as identifying the percentage of the value of the Company’s total assets that
are "investment securities."
FirstName LastNameJeffrey McGonegal
Comapany NameRiot Blockchain, Inc.
June 16, 2017 Page 2
FirstName LastName
Jeffrey McGonegal
Riot Blockchain, Inc.
January 12, 2018
Page 2
2.We continue to evaluate your response to prior comment 2. Please explain the purpose of
the Amended and Restated Unanimous Shareholder Agreement and describe the material
terms and conditions contained in the agreement. Also, explain to us the reason for the
amendment and restatement.
Please contact Dorrie Yale at 202-551-8776 or Joe McCann at 202-551-6262 with
any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Harvey Kesner, Esq.