SEC Company Response from Riot Platforms, Inc. (RIOT) (CIK 0001167419) (RIOT) — Nov 23, 2018
Riot Platforms, Inc. (RIOT) (CIK 0001167419)
Date: Nov. 23, 2018 · CIK: 0001167419 · Accession: 0001079973-18-000653
AI Filing Summary & Sentiment
File numbers found in text: 001-33675
Referenced dates: June 29, 2018, March 26, 2018
Letter
Correspondence
Riot Blockchain, Inc.
202 6th Street, Suite 401
Castle Rock, CO 80104-1724
Tel. (303) 794 - 2000
November 23, 2018
VIA EDGAR AND OVERNIGHT EXPRESS
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
Riot Blockchain, Inc.
Current Report on Form 8-K filed October 4, 2017
Response Letter dated March 26, 2018
Form 10-K for the Fiscal Year Ended December 31, 2017
Form 10-K/A for the Fiscal Yer Ended December 31, 2017
Form 10-Q for the Quarterly Priod Ended March 31, 2018
Response Letter dated June 29, 2018
File No. 001-33675
Ladies and Gentlemen:
We are in receipt of your letter, dated August 2, 2018, addressed to Riot Blockchain, Inc. (the “Company”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), regarding your review of the above referenced filings of the Company including the current, quarterly, and annual reports of the Company filed with the Commission (collectively, the “Filings”).
The Company has filed its Quarterly Report on Form 10-Q for the Period ended September 30, 2018, according to an extension pursuant to Rule 12b-25 on November 19, 2018 (the “Q3 2018 Report”), and, as applicable, prepared disclosures therein in response to the Staff’s comments.
For your convenience, the texts of the Staff’s comments are set forth herein below in italics, followed by our responses.
United States Securities and Exchange Commission
November 23, 2018
Page 2
Amendment No. 2 to Form 10-K
2.
We acknowledge your revised disclosures in response to prior comment 5. Please reconcile your revised disclosures on page 5, which state the Logical Brokerage will initially serve as an exchange for Bitcoin and Ethereum, and your revised disclosures on page 6, which state that the initial cryptocurrencies on Logical Brokerage will consist of Bitcoin, Bitcoin Cash, Ethereum, and Litecoin. In addition, if you plan for the exchange to also be a platform for Litecoin and Bitcoin cash, please confirm that in future filings you will expand your second risk factor on page 27 to disclosure your additional regulatory obligations if these cryptocurrencies are determined to be securities.
Response
The Company notes that in its various annual, quarterly, and periodic reports filed since May of 2018, including in the Q3 2018 Report, it disclosed its plan to develop an exchange for digital currencies involving its subsidiary, Logical Brokerage Corp. (“Logical Brokerage”). As disclosed in the Q3 2018 Report, the exchange is anticipated to provide a market for the exchange of certain digital currencies, which, at present, is anticipated to include bitcoin, bitcoin cash, litecoin, and ethereum. Generally, the marketplace for digital currencies experiences a great deal of fluctuation. As a result of this market fluctuation, the Company’s full listing of the digital currencies to be traded on its planned exchange may change until it is ready for launch. The Company notes that it will continue to evaluate existing and additional digital currencies available for exchange on the planned exchange on a case-by-case basis and new digital currencies will not be added until the Company has assessed each of their unique risk factors. The Company will continually update its disclosures to reflect the any new digital currencies added to or removed from the exchange.
In response to the Staff’s comment, the Company has included the following disclosure in the Q3 2018 Report regarding (i) the digital currencies it plans to accept on its exchange in order to consolidate and reconcile its previous disclosures on pages 5 and 6 of its annual report on Forms 10-K and 10-K/A, and (ii) disclosure on the Company’s regulatory obligation if such digital currency or currencies were determined to be securities:
Form 10-Q, Part II – Other Information, Item 1A. Risk Factors (Page 33).
“Our Planned Launch of a U.S.-Based Digital Currency Exchange May Result in Significant Compliance Costs.
The Company plans to offer US dollar trading markets for approved digital currencies through its subsidiary, Logical Brokerage, on a proprietary platform, the planned digital currency exchange. Currently, the Company anticipates that bitcoin, bitcoin cash, litecoin, and ethereum will be available for exchange on its planned digital currency exchange platform. Current guidance regarding the treatment of digital currencies is generally unavailable. The Company has previously relied on statements of the former SEC Chairman John Clayton that bitcoin is not a security, as well as other guidance that would indicate that ethereum is not a security in the development of its digital currency exchange. The Company currently does not believe that the digital currencies made available on the planned digital currency exchange platform, would meet the definition of securities, as laid out by the Securities Act of 1933, as amended. The Company will evaluate new digital currencies for potential addition (or removal from) to the platform on a case-by-case basis depending on certain factors regarding the digital currencies, including whether a given digital currency may be classified as a security. Classification of digital currencies or a given digital currency may result in the classification of its planned digital currency exchange/Logical Brokerage as a securities exchange. Securities exchanges are heavily regulated by the SEC and such a classification would significantly increase the Company’s cost of compliance associated with its planned exchange, which would have a material adverse effect on the Company’s business operations and financial condition.”
United States Securities and Exchange Commission
November 23, 2018
Page 3
3.
We acknowledge your revised disclosure in response to prior comment 9. However, please tell us, and in future filings, explain, what retail clients going through "multiple trusted and vetted third parties" to buy and sell on your planned exchange means. In addition, explain whether residents of Wyoming and Hawaii would be permitted to use the exchange platform during visits to other states, and if not, how you plan to limit their ability to do so. Lastly, tell us, and in future filings, explain your potential consequences if such residents are found to have used Logical Brokerage's services despite your efforts to prevent them from doing so.
Response
Multiple Trusted and Vetted Third Parties
The Company envisions the exchange as being comprised of three core components: (i) Banking Services; (ii) a Trading Engine; and (iii) Digital Wallet Services. The Company will contract with third party vendors to provide these core services to the exchange. The services provided are necessary to facilitate buying and selling of digital currencies by the exchange’s end users. These third-party vendors will be reviewed on a case-by-case basis by Management and outside legal counsel; and the ultimate selection of each vendor used will be subject to review by the Board. The Company plans to only contract with U.S. based companies that have established track records as industry leaders, that comply with federal, state and local laws, and that are in compliance with U.S. securities laws to provide such services. The Company assesses each vendor using a risk management process that evaluates key risk factors related to their performance and their potential impact on the Company, including, without limitation, its capital structure, financial condition, and liquidity. The Company has engaged outside legal counsel to review all contracts with third party vendors, as well as details of each proposed relationship related to financial stability and performance, and its cybersecurity procedures. Additionally, the Company assesses each vendor as they relate to its regulatory compliance framework needs including its reporting, fraud monitoring, “know your customer”, anti-money laundering, and data privacy standards.
Presently, the Company has entered into an agreement with Synapse Financial Technologies, Inc. (“SynapseFi”) to provide the banking services for its planned exchange. The Company conducted extensive internal and external vetting of SynapseFi, and determined, based on Management’s best business judgment, to enter into the agreement as reported in its Current Report on Form 8-K filed on October 29, 2018 (the “SynapseFi 8-K Report”).
Geographical Limitation of Access to the Planned Exchange
The Company, along with outside counsel, continually monitors the changing landscape of laws and regulations both domestically and abroad regarding the exchange of digital currencies and is aware of the present restrictions and outright prohibitions against the same as they apply to residents of Wyoming and Hawaii. The Company has, both internally and through third party vendors, taken appropriate steps to prevent the improper use of its planned exchange. The Company, through its subsidiaries, will be able to track customers and trade volumes by state based on their individual IP addresses. IP addresses have an accurate geolocation to enable the Company and its third party vendor partners to track its users locations to prevent them from using the exchange in jurisdictions where it is impermissible to do so, or where its use is otherwise restricted or unlicensed. Furthermore, Logical Brokerage will be able to use our partners proprietary application programming interfaces (“API”) to continually test the use of its planned exchange according to specific rules and programs. This review process will incorporate state by state regulations regarding the exchange of digital currencies and thus transactions on its exchange will be monitored, tracked, and analyzed for compliance with state and local laws. As disclosed in the SynapseFi 8-K Report, the banking services provided to the Company’s planned exchange by SynapseFi will be through SynapseFi’s banking partners such as Evolve Bank. The Company, in accordance with policies approved by our banking services providers, will ensure that proper rules and procedures for the qualification of new accounts, the subsequent monitoring of said accounts, and “know your customer” checks are conducted with regularity and in compliance with all rules, guidance, and best practices in the banking services industry. Consequentially, potential customers from states that do not allow digital currency trading or customers which have not yet been licensed by the Company’s planned Exchange will be prevented from unlawfully using the exchange by cross-checking their residence. By continually tracking and monitoring the customer (or potential customer) and their use (or application to use) it’s planned exchange, the Company will be able to monitor individual account holders and their location when trading to ensure compliance with applicable laws. Furthermore, the third-party provider technology will enable the Company to track state volumes for any applicable regulatory purposes, as well as for customer service initiatives and marketing purposes.
United States Securities and Exchange Commission
November 23, 2018
Page 4
In response to the Staff’s comment, the Company has included the following disclosure in the Q3 2018 Report regarding its vetting processes for third party vendors:
Form 10-Q, Part II – Other Information, Item 1A. Risk Factors (Page 34).
“Our Relationships with Third Party Vendors in the Development of Our Planned U.S.-Based Digital currency exchange may Expose us to Additional Regulatory Risks and Counterparty Risk.
The Company is reviewing third party vendors to develop the anticipated services offered by its RiotX platform. The Company views RiotX as being comprised of three core services: (i) Banking Services; (ii) a Trading Engine; and (iii) Digital Wallet Services. The Company intends to provide each of these services by engaging experienced third-party vendors in the industry, which will be reviewed on a case-by-case basis by the Company’s management, along with external advisors and legal counsel, subject to review by the Company’s Board of Directors. The Company plans to only contract with companies that have established track records as industry leaders, which comply with federal, state and local laws, and, if required are in compliance with U.S. securities law to provide such services. The Company assesses each vendor using a risk management process that evaluates key risk factors related to their performance and their potential impact on the Company, including, without limitation, its capital structure, financial condition, and liquidity. The Company has engaged external advisors and legal counsel to review all contracts and conduct due diligence related to financial stability and performance, and cybersecurity procedures. Additionally, the Company assesses each vendor as they relate to our regulatory compliance framework needs such as reporting, fraud monitoring, “know your customer,” anti-money laundering, and data privacy standards.
Presently, the Company has entered the Synapse Agreement to provide banking services to the RiotX exchange. The Company conducted extensive internal and external vetting of SynapseFi, prior to entering into the agreement as reported in its Current Report on Form 8-K filed on October 29, 2018. The Company is presently evaluating potential agreements with other vendors to provide the contemplated Digital Wallet Services and Trading Engine Services for the RiotX exchange.
Although the Company believes its review and vetting process for third party vendors is sufficiently well-engineered to mitigate known business risks and association with companies under investigation or examination, the possibility exists that one of the Company’s third-party vendors may come under enhanced SEC scrutiny or regulatory review. Should such an event occur, the Company may need to terminate its relationship with such third-party vendor, however, it may be difficult to find a substitute third party vendor, which may have a substantial impact on the Company’s financial and business operations. The decision to continue or terminate a relationship with one of the Company’s third-party vendors will be reviewed on a case-by-case basis and could result in significant compliance costs.”
The Potential Consequences of Improper Use
Although the Company believes the steps it has taken or intends to take as outlined in its disclosed risk factors on the Q3 2018 Report are sufficient to prevent the unauthorized use of its exchange in jurisdictions restricting or prohibiting the exchange of digital currencies, the Company acknowledges the possibility that a user or users may be able to circumvent established “know your customer” bank procedures. In such an event, the Company may face regulatory enforcement action, which may cause the Company to incur significant compliance costs. Such an event would likely have a substantial negative effect on the Company’s business and financial operations.
United States Securities and Exchange Commission
November 23, 2018
Page 5
In response to the Staff’s comment, the Company has included the following disclosure in the Q3 2018 Report regarding the potential regulatory and compliance actions it may face due to its failure to enforce geographical restrictions on the use of its planned Exchange.
Form 10-Q, Part II – Other Information, Item 1A. Risk Factors (Page 35).
“Our Ability to Monitor and Control where our Platform is Accessed by Users may be Insufficient to Prevent All Unauthorized Use.
The Company, along with external advisors and legal counsel, continually monitors the changing landscape of laws and regulations regarding the exchange of digital currencies and is aware of the present restrictions and prohibitions against such exchanges as they apply to residents of Wyoming a
Show Raw Text
CORRESP 1 filename1.htm Correspondence Riot Blockchain, Inc. 202 6th Street, Suite 401 Castle Rock, CO 80104-1724 Tel. (303) 794 - 2000 November 23, 2018 VIA EDGAR AND OVERNIGHT EXPRESS United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Riot Blockchain, Inc. Current Report on Form 8-K filed October 4, 2017 Response Letter dated March 26, 2018 Form 10-K for the Fiscal Year Ended December 31, 2017 Form 10-K/A for the Fiscal Yer Ended December 31, 2017 Form 10-Q for the Quarterly Priod Ended March 31, 2018 Response Letter dated June 29, 2018 File No. 001-33675 Ladies and Gentlemen: We are in receipt of your letter, dated August 2, 2018, addressed to Riot Blockchain, Inc. (the “Company”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), regarding your review of the above referenced filings of the Company including the current, quarterly, and annual reports of the Company filed with the Commission (collectively, the “Filings”). The Company has filed its Quarterly Report on Form 10-Q for the Period ended September 30, 2018, according to an extension pursuant to Rule 12b-25 on November 19, 2018 (the “Q3 2018 Report”), and, as applicable, prepared disclosures therein in response to the Staff’s comments. For your convenience, the texts of the Staff’s comments are set forth herein below in italics, followed by our responses. United States Securities and Exchange Commission November 23, 2018 Page 2 Amendment No. 2 to Form 10-K 2. We acknowledge your revised disclosures in response to prior comment 5. Please reconcile your revised disclosures on page 5, which state the Logical Brokerage will initially serve as an exchange for Bitcoin and Ethereum, and your revised disclosures on page 6, which state that the initial cryptocurrencies on Logical Brokerage will consist of Bitcoin, Bitcoin Cash, Ethereum, and Litecoin. In addition, if you plan for the exchange to also be a platform for Litecoin and Bitcoin cash, please confirm that in future filings you will expand your second risk factor on page 27 to disclosure your additional regulatory obligations if these cryptocurrencies are determined to be securities. Response The Company notes that in its various annual, quarterly, and periodic reports filed since May of 2018, including in the Q3 2018 Report, it disclosed its plan to develop an exchange for digital currencies involving its subsidiary, Logical Brokerage Corp. (“Logical Brokerage”). As disclosed in the Q3 2018 Report, the exchange is anticipated to provide a market for the exchange of certain digital currencies, which, at present, is anticipated to include bitcoin, bitcoin cash, litecoin, and ethereum. Generally, the marketplace for digital currencies experiences a great deal of fluctuation. As a result of this market fluctuation, the Company’s full listing of the digital currencies to be traded on its planned exchange may change until it is ready for launch. The Company notes that it will continue to evaluate existing and additional digital currencies available for exchange on the planned exchange on a case-by-case basis and new digital currencies will not be added until the Company has assessed each of their unique risk factors. The Company will continually update its disclosures to reflect the any new digital currencies added to or removed from the exchange. In response to the Staff’s comment, the Company has included the following disclosure in the Q3 2018 Report regarding (i) the digital currencies it plans to accept on its exchange in order to consolidate and reconcile its previous disclosures on pages 5 and 6 of its annual report on Forms 10-K and 10-K/A, and (ii) disclosure on the Company’s regulatory obligation if such digital currency or currencies were determined to be securities: Form 10-Q, Part II – Other Information, Item 1A. Risk Factors (Page 33). “Our Planned Launch of a U.S.-Based Digital Currency Exchange May Result in Significant Compliance Costs. The Company plans to offer US dollar trading markets for approved digital currencies through its subsidiary, Logical Brokerage, on a proprietary platform, the planned digital currency exchange. Currently, the Company anticipates that bitcoin, bitcoin cash, litecoin, and ethereum will be available for exchange on its planned digital currency exchange platform. Current guidance regarding the treatment of digital currencies is generally unavailable. The Company has previously relied on statements of the former SEC Chairman John Clayton that bitcoin is not a security, as well as other guidance that would indicate that ethereum is not a security in the development of its digital currency exchange. The Company currently does not believe that the digital currencies made available on the planned digital currency exchange platform, would meet the definition of securities, as laid out by the Securities Act of 1933, as amended. The Company will evaluate new digital currencies for potential addition (or removal from) to the platform on a case-by-case basis depending on certain factors regarding the digital currencies, including whether a given digital currency may be classified as a security. Classification of digital currencies or a given digital currency may result in the classification of its planned digital currency exchange/Logical Brokerage as a securities exchange. Securities exchanges are heavily regulated by the SEC and such a classification would significantly increase the Company’s cost of compliance associated with its planned exchange, which would have a material adverse effect on the Company’s business operations and financial condition.” United States Securities and Exchange Commission November 23, 2018 Page 3 3. We acknowledge your revised disclosure in response to prior comment 9. However, please tell us, and in future filings, explain, what retail clients going through "multiple trusted and vetted third parties" to buy and sell on your planned exchange means. In addition, explain whether residents of Wyoming and Hawaii would be permitted to use the exchange platform during visits to other states, and if not, how you plan to limit their ability to do so. Lastly, tell us, and in future filings, explain your potential consequences if such residents are found to have used Logical Brokerage's services despite your efforts to prevent them from doing so. Response Multiple Trusted and Vetted Third Parties The Company envisions the exchange as being comprised of three core components: (i) Banking Services; (ii) a Trading Engine; and (iii) Digital Wallet Services. The Company will contract with third party vendors to provide these core services to the exchange. The services provided are necessary to facilitate buying and selling of digital currencies by the exchange’s end users. These third-party vendors will be reviewed on a case-by-case basis by Management and outside legal counsel; and the ultimate selection of each vendor used will be subject to review by the Board. The Company plans to only contract with U.S. based companies that have established track records as industry leaders, that comply with federal, state and local laws, and that are in compliance with U.S. securities laws to provide such services. The Company assesses each vendor using a risk management process that evaluates key risk factors related to their performance and their potential impact on the Company, including, without limitation, its capital structure, financial condition, and liquidity. The Company has engaged outside legal counsel to review all contracts with third party vendors, as well as details of each proposed relationship related to financial stability and performance, and its cybersecurity procedures. Additionally, the Company assesses each vendor as they relate to its regulatory compliance framework needs including its reporting, fraud monitoring, “know your customer”, anti-money laundering, and data privacy standards. Presently, the Company has entered into an agreement with Synapse Financial Technologies, Inc. (“SynapseFi”) to provide the banking services for its planned exchange. The Company conducted extensive internal and external vetting of SynapseFi, and determined, based on Management’s best business judgment, to enter into the agreement as reported in its Current Report on Form 8-K filed on October 29, 2018 (the “SynapseFi 8-K Report”). Geographical Limitation of Access to the Planned Exchange The Company, along with outside counsel, continually monitors the changing landscape of laws and regulations both domestically and abroad regarding the exchange of digital currencies and is aware of the present restrictions and outright prohibitions against the same as they apply to residents of Wyoming and Hawaii. The Company has, both internally and through third party vendors, taken appropriate steps to prevent the improper use of its planned exchange. The Company, through its subsidiaries, will be able to track customers and trade volumes by state based on their individual IP addresses. IP addresses have an accurate geolocation to enable the Company and its third party vendor partners to track its users locations to prevent them from using the exchange in jurisdictions where it is impermissible to do so, or where its use is otherwise restricted or unlicensed. Furthermore, Logical Brokerage will be able to use our partners proprietary application programming interfaces (“API”) to continually test the use of its planned exchange according to specific rules and programs. This review process will incorporate state by state regulations regarding the exchange of digital currencies and thus transactions on its exchange will be monitored, tracked, and analyzed for compliance with state and local laws. As disclosed in the SynapseFi 8-K Report, the banking services provided to the Company’s planned exchange by SynapseFi will be through SynapseFi’s banking partners such as Evolve Bank. The Company, in accordance with policies approved by our banking services providers, will ensure that proper rules and procedures for the qualification of new accounts, the subsequent monitoring of said accounts, and “know your customer” checks are conducted with regularity and in compliance with all rules, guidance, and best practices in the banking services industry. Consequentially, potential customers from states that do not allow digital currency trading or customers which have not yet been licensed by the Company’s planned Exchange will be prevented from unlawfully using the exchange by cross-checking their residence. By continually tracking and monitoring the customer (or potential customer) and their use (or application to use) it’s planned exchange, the Company will be able to monitor individual account holders and their location when trading to ensure compliance with applicable laws. Furthermore, the third-party provider technology will enable the Company to track state volumes for any applicable regulatory purposes, as well as for customer service initiatives and marketing purposes. United States Securities and Exchange Commission November 23, 2018 Page 4 In response to the Staff’s comment, the Company has included the following disclosure in the Q3 2018 Report regarding its vetting processes for third party vendors: Form 10-Q, Part II – Other Information, Item 1A. Risk Factors (Page 34). “Our Relationships with Third Party Vendors in the Development of Our Planned U.S.-Based Digital currency exchange may Expose us to Additional Regulatory Risks and Counterparty Risk. The Company is reviewing third party vendors to develop the anticipated services offered by its RiotX platform. The Company views RiotX as being comprised of three core services: (i) Banking Services; (ii) a Trading Engine; and (iii) Digital Wallet Services. The Company intends to provide each of these services by engaging experienced third-party vendors in the industry, which will be reviewed on a case-by-case basis by the Company’s management, along with external advisors and legal counsel, subject to review by the Company’s Board of Directors. The Company plans to only contract with companies that have established track records as industry leaders, which comply with federal, state and local laws, and, if required are in compliance with U.S. securities law to provide such services. The Company assesses each vendor using a risk management process that evaluates key risk factors related to their performance and their potential impact on the Company, including, without limitation, its capital structure, financial condition, and liquidity. The Company has engaged external advisors and legal counsel to review all contracts and conduct due diligence related to financial stability and performance, and cybersecurity procedures. Additionally, the Company assesses each vendor as they relate to our regulatory compliance framework needs such as reporting, fraud monitoring, “know your customer,” anti-money laundering, and data privacy standards. Presently, the Company has entered the Synapse Agreement to provide banking services to the RiotX exchange. The Company conducted extensive internal and external vetting of SynapseFi, prior to entering into the agreement as reported in its Current Report on Form 8-K filed on October 29, 2018. The Company is presently evaluating potential agreements with other vendors to provide the contemplated Digital Wallet Services and Trading Engine Services for the RiotX exchange. Although the Company believes its review and vetting process for third party vendors is sufficiently well-engineered to mitigate known business risks and association with companies under investigation or examination, the possibility exists that one of the Company’s third-party vendors may come under enhanced SEC scrutiny or regulatory review. Should such an event occur, the Company may need to terminate its relationship with such third-party vendor, however, it may be difficult to find a substitute third party vendor, which may have a substantial impact on the Company’s financial and business operations. The decision to continue or terminate a relationship with one of the Company’s third-party vendors will be reviewed on a case-by-case basis and could result in significant compliance costs.” The Potential Consequences of Improper Use Although the Company believes the steps it has taken or intends to take as outlined in its disclosed risk factors on the Q3 2018 Report are sufficient to prevent the unauthorized use of its exchange in jurisdictions restricting or prohibiting the exchange of digital currencies, the Company acknowledges the possibility that a user or users may be able to circumvent established “know your customer” bank procedures. In such an event, the Company may face regulatory enforcement action, which may cause the Company to incur significant compliance costs. Such an event would likely have a substantial negative effect on the Company’s business and financial operations. United States Securities and Exchange Commission November 23, 2018 Page 5 In response to the Staff’s comment, the Company has included the following disclosure in the Q3 2018 Report regarding the potential regulatory and compliance actions it may face due to its failure to enforce geographical restrictions on the use of its planned Exchange. Form 10-Q, Part II – Other Information, Item 1A. Risk Factors (Page 35). “Our Ability to Monitor and Control where our Platform is Accessed by Users may be Insufficient to Prevent All Unauthorized Use. The Company, along with external advisors and legal counsel, continually monitors the changing landscape of laws and regulations regarding the exchange of digital currencies and is aware of the present restrictions and prohibitions against such exchanges as they apply to residents of Wyoming a