SEC Comment Letter for Riot Platforms, Inc. (RIOT) (CIK 0001167419) (RIOT) — Jul 19, 2018
Riot Platforms, Inc. (RIOT) (CIK 0001167419)
Date: July 19, 2018 · CIK: 0001167419 · Accession: 0000000000-18-022238
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File numbers found in text: 333-226111
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July 19, 2018
Robby Chang
Chief Financial Officer
Riot Blockchain, Inc.
202 6th Street, Suite 40
Castle Rock, CO 80104
Re:Riot Blockchain, Inc.
Registration Statement on Form S-3
Filed July 10, 2018
File No. 333-226111
Dear Mr. Chang:
We have limited our review of your registration statement to those issues we have
addressed in our comment. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
If you do not believe our comment applies to your facts and circumstances, please tell us
why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Registration Statement on Form S-3
General
1.We note that you have a pending request for confidential treatment and that there are
outstanding comments on your Form 10-K and Form 10-K/A for the fiscal year ended
December 31, 2017, your Form 10-Q for the quarter ended March 31, 2018, and your
Current Report on Form 8-K filed October 4, 2017. Please be advised that we will not be
in a position to declare your registration statement effective until (1) we resolve any issues
concerning the confidential treatment request, and (2) all comments on your Exchange Act
filings are resolved.
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 LastNameRobby Chang
Comapany NameRiot Blockchain, Inc.
July 19, 2018 Page 2
FirstName LastName
Robby Chang
Riot Blockchain, Inc.
July 19, 2018
Page 2
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Dorrie Yale at 202-551-8776 or Suzanne Hayes at 202-551-3675 with
any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Harvey Kesner