SEC Comment Letter for Riot Platforms, Inc. (RIOT) (CIK 0001167419) (RIOT) — Apr 17, 2019
Riot Platforms, Inc. (RIOT) (CIK 0001167419)
Date: April 17, 2019 · CIK: 0001167419 · Accession: 0000000000-19-007243
AI Filing Summary & Sentiment
File numbers found in text: 333-230290
Letter
April 17, 2019 Robby Chang Chief Financial Officer Riot Blockchain, Inc. 202 6th Street, Suite 401 Castle Rock, CO 80104 Re:Riot Blockchain, Inc. Registration Statement on Form S-3 Filed March 14, 2019 File No. 333-230290 Dear Mr. Chang: We have limited our review of your registration statement to those issues we have addressed in our 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 this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Response dated April 9, 2019 Risk Factors, page 10 1.We note your disclosures in your recently filed Annual Report on Form 10-K for the year ended December 31, 2018 and your proposed revised disclosure for the registration statement regarding your exclusive forum provision, and note that the provision in your bylaws provide that a state or federal court located within the State of New York shall be the sole and exclusive forum. Please revise your disclosures to correspond to the jurisdiction referenced in your governing documents. 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. April 17, 2019 Page 2 FirstName LastName Robby Chang Riot Blockchain, Inc. April 17, 2019 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 other questions. Sincerely, Division of Corporation Finance Office of Healthcare & Insurance cc: William R. Jackman, Esq. - Rogers Towers, P.A.
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April 17, 2019
Robby Chang
Chief Financial Officer
Riot Blockchain, Inc.
202 6th Street, Suite 401
Castle Rock, CO 80104
Re:Riot Blockchain, Inc.
Registration Statement on Form S-3
Filed March 14, 2019
File No. 333-230290
Dear Mr. Chang:
We have limited our review of your registration statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Response dated April 9, 2019
Risk Factors, page 10
1.We note your disclosures in your recently filed Annual Report on Form 10-K for the year
ended December 31, 2018 and your proposed revised disclosure for the registration
statement regarding your exclusive forum provision, and note that the provision in your
bylaws provide that a state or federal court located within the State of New York shall be
the sole and exclusive forum. Please revise your disclosures to correspond to the
jurisdiction referenced in your governing documents.
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.
April 17, 2019 Page 2
FirstName LastName
Robby Chang
Riot Blockchain, Inc.
April 17, 2019
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
other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc: William R. Jackman, Esq. - Rogers Towers, P.A.