SEC Comment Letter for BTCS Inc. (BTCS) (CIK 0001436229) (BTCS) — Dec 3, 2015
BTCS Inc. (BTCS) (CIK 0001436229)
Date: Dec. 3, 2015 · CIK: 0001436229 · Accession: 0000000000-15-056395
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4561 December 3, 2015 Charles W. Allen Chief Executive Officer BTCS Inc. 1901 N Moore St, Suite 700 Arlington, VA 22209
Re: BTCS Inc. f/k/a Bitcoin Shop, Inc. Amendment No. 2 to Registration Statement on Form S -1 Filed November 17, 2015 File No. 333 -205277
Dear Mr. Allen :
We have reviewed your amended registration statement 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 this letter by amending your regi stration 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 yo ur registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our October 1, 2015 letter.
Business
Government Overs ight, page 55
1. We note your revisions in response to prior comment 6, where you refer to the CFTC Order that found that bitcoins are properly defined as commodities. Please expand your disclosure to explain with more specificity the impact on your busines s resulting from this regulatory development. Additionally, ensure that you update your risk factor disclosure on page 25 to reflect these developments.
Charles W. Allen BTCS Inc. December 3, 2015 Page 2
Certain Relationships and Related Party Transactions, page 68
2. We note your amended disclosure un der the caption Recent Sales of Unregistered Securities , stating that you issued 40,000 shares of common stock to RK Equity Advisors, LLC on October 29, 2015. You also indicate that Mr. Allen founded RK Equity Capital Markets LLC and RK Equity Investment Corp . It appears, based on this relationship, that discussion of this transaction is warranted. Refer to Instruction 1 to Item 404(a) and Item 404(d) of Regulation S -K and advise.
Recent Sales of Unregistered Securities, page 81
3. Note 12 to your finan cial statements indicates that on October 14, 2015, you issued shares of your common stock to an individual investor; however, it does not appear that you have provided updated disclosure in this section. Please revise or advise.
You may contact Megan Akst, Senior Staff Accountant, at (202) 551 -3407 or Kathleen Collins, Accounting Branch Chief, at (202) 551 -3499 if you have questions regarding comments on the financial statements and related matters. Please contact Ivan Griswold, Staff Attorney, at (202) 551 -3853 or me at (202) 551 -3457 with any other questions. If you require additional assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.
Sincerely,
/s/ Maryse Mills -Apenteng
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Mail Stop 4561
December 3, 2015
Charles W. Allen
Chief Executive Officer
BTCS Inc.
1901 N Moore St, Suite 700
Arlington, VA 22209
Re: BTCS Inc. f/k/a Bitcoin Shop, Inc.
Amendment No. 2 to Registration Statement on Form S -1
Filed November 17, 2015
File No. 333 -205277
Dear Mr. Allen :
We have reviewed your amended registration statement 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 this letter by amending your regi stration 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 yo ur registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our October 1, 2015 letter.
Business
Government Overs ight, page 55
1. We note your revisions in response to prior comment 6, where you refer to the CFTC
Order that found that bitcoins are properly defined as commodities. Please expand your
disclosure to explain with more specificity the impact on your busines s resulting from
this regulatory development. Additionally, ensure that you update your risk factor
disclosure on page 25 to reflect these developments.
Charles W. Allen
BTCS Inc.
December 3, 2015
Page 2
Certain Relationships and Related Party Transactions, page 68
2. We note your amended disclosure un der the caption Recent Sales of Unregistered
Securities , stating that you issued 40,000 shares of common stock to RK Equity Advisors,
LLC on October 29, 2015. You also indicate that Mr. Allen founded RK Equity Capital
Markets LLC and RK Equity Investment Corp . It appears, based on this relationship, that
discussion of this transaction is warranted. Refer to Instruction 1 to Item 404(a) and Item
404(d) of Regulation S -K and advise.
Recent Sales of Unregistered Securities, page 81
3. Note 12 to your finan cial statements indicates that on October 14, 2015, you issued
shares of your common stock to an individual investor; however, it does not appear that
you have provided updated disclosure in this section. Please revise or advise.
You may contact Megan Akst, Senior Staff Accountant, at (202) 551 -3407 or Kathleen
Collins, Accounting Branch Chief, at (202) 551 -3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Ivan Griswold, Staff Attorney, at
(202) 551 -3853 or me at (202) 551 -3457 with any other questions. If you require additional
assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.
Sincerely,
/s/ Maryse Mills -Apenteng
Maryse Mills -Apenteng
Special Counsel
Office of Information Tec hnologies
and Services
cc: Harvey Kesner, Esq.
Sichenzia Ross Friedman Ference LLP