SEC Comment Letter for BTCS Inc. (BTCS) (CIK 0001436229) (BTCS) — Dec 22, 2015
BTCS Inc. (BTCS) (CIK 0001436229)
Date: Dec. 22, 2015 · CIK: 0001436229 · Accession: 0000000000-15-059202
AI Filing Summary & Sentiment
Reasoning
Referenced dates: December 3, 2015
Letter
Mail Stop 4561 December 22, 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. 3 to Registration Statement on Form S -1 Filed December 7, 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 relate to our letter dated December 3, 2015.
Government Oversight, page 5 5
1. We note your response to prior comment 1 and your corresponding amendments in the filing. Please provide us with an analysis supporting your view that the findings in the CFTC Order are not applicable to your business.
Part II
Recent Sales of Unreg istered Securities, page 81
2. We note your response to prior comment 3. However, it appears from your recent developments discussion that you have not updated this section to include the issuance of 80,000 shares of your common stock to RK Equity Advisors LLC. Please revise
Charles W. Allen BTCS Inc. December 22 , 2015 Page 2
accordingly and review your document to ensure that it is updated to reflect any other interim developments.
Signatures, page 90
3. It appears that the signature page does not conform to the requirements of Form S -1. In your next amendm ent, ensure that you provide the dates on which the registration statement was signed by the company and board members.
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 cont act Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.
Sincerely,
/s/ Maryse Mills -Apenteng
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Mail Stop 4561
December 22, 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. 3 to Registration Statement on Form S -1
Filed December 7, 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 relate to our letter dated December 3, 2015.
Government Oversight, page 5 5
1. We note your response to prior comment 1 and your corresponding amendments in the
filing. Please provide us with an analysis supporting your view that the findings in the
CFTC Order are not applicable to your business.
Part II
Recent Sales of Unreg istered Securities, page 81
2. We note your response to prior comment 3. However, it appears from your recent
developments discussion that you have not updated this section to include the issuance of
80,000 shares of your common stock to RK Equity Advisors LLC. Please revise
Charles W. Allen
BTCS Inc.
December 22 , 2015
Page 2
accordingly and review your document to ensure that it is updated to reflect any other
interim developments.
Signatures, page 90
3. It appears that the signature page does not conform to the requirements of Form S -1. In
your next amendm ent, ensure that you provide the dates on which the registration
statement was signed by the company and board members.
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 cont act Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.
Sincerely,
/s/ Maryse Mills -Apenteng
Maryse Mills -Apenteng
Special Counsel
Office of Information Technologies
and Services
cc: Harvey Kesner, Esq.
Sichenzia Ross Friedman Ference LLP