SEC Comment Letter for BTCS Inc. (BTCS) (CIK 0001436229) (BTCS) — Aug 22, 2018
BTCS Inc. (BTCS) (CIK 0001436229)
Date: Aug. 22, 2018 · CIK: 0001436229 · Accession: 0000000000-18-026066
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4561 August 21 , 2018 Charles W. Allen Chief Executive Officer BTCS Inc. 9466 Georgia Avenue #124 Silver Spring, MD 20901
Re: BTCS Inc. Amendment No. 6 to Re gistration Statement on Form S -1 Filed July 25 , 2018 File No. 333 -2198 93
Dear Mr. Allen :
We have reviewed your amended registration statement and have the following comment . In our comment , 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 comment applies to your facts and circumstances or do not believe an amendment is appropr iate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to this comment , we may have additional comments. Unless we note otherwise , our references to prior comm ents are to c omments in our June 26 , 2018 letter .
Form 10 -K for Year Ended December 31, 2017
Note 4. Summary of Significant Accounting Policies
Digital Currencies Translations and Remeasurements, page F -8
1. We do not believe that the digital assets you hold meet the requirements in ASC 825 to permit application of fair value option. Based on your responses, we also understand that the digital assets you hold are not rights to cash or ownership interests in an entity. Therefore, it appears that the subs equent measurement of your digital assets is subject to the requirements for indefinite -lived intangible assets in ASC 350 -30. We also note that your digital assets are not productive assets and therefore cash flows from their purchase or sale do not appe ar to meet the definition of investing activities. If our understanding is correct, please revise your financial statements accordingly.
Charles W. Allen BTCS Inc. August 21 , 2018 Page 2
You may contact me at (202) 551 -3499 if you have questions regarding this comment . Please contact Bernard Nolan, Staff Attorney, at (202) 551 -6515 or , in his absence, Jan Woo, Legal Branch Chief, at (202) 551 -3453 with any other quest ions. If you require further assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.
Sincerely,
/s/ Kathleen Collins
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Mail Stop 4561 August 21 , 2018 Charles W. Allen Chief Executive Officer BTCS Inc. 9466 Georgia Avenue #124 Silver Spring, MD 20901 Re: BTCS Inc. Amendment No. 6 to Re gistration Statement on Form S -1 Filed July 25 , 2018 File No. 333 -2198 93 Dear Mr. Allen : We have reviewed your amended registration statement and have the following comment . In our comment , 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 comment applies to your facts and circumstances or do not believe an amendment is appropr iate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment , we may have additional comments. Unless we note otherwise , our references to prior comm ents are to c omments in our June 26 , 2018 letter . Form 10 -K for Year Ended December 31, 2017 Note 4. Summary of Significant Accounting Policies Digital Currencies Translations and Remeasurements, page F -8 1. We do not believe that the digital assets you hold meet the requirements in ASC 825 to permit application of fair value option. Based on your responses, we also understand that the digital assets you hold are not rights to cash or ownership interests in an entity. Therefore, it appears that the subs equent measurement of your digital assets is subject to the requirements for indefinite -lived intangible assets in ASC 350 -30. We also note that your digital assets are not productive assets and therefore cash flows from their purchase or sale do not appe ar to meet the definition of investing activities. If our understanding is correct, please revise your financial statements accordingly. Charles W. Allen BTCS Inc. August 21 , 2018 Page 2 You may contact me at (202) 551 -3499 if you have questions regarding this comment . Please contact Bernard Nolan, Staff Attorney, at (202) 551 -6515 or , in his absence, Jan Woo, Legal Branch Chief, at (202) 551 -3453 with any other quest ions. If you require further assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730. Sincerely, /s/ Kathleen Collins Kathleen Collins Accounting Branch Chief Office of Information Technologies and Services cc: Michael D. Harris, Esq. Nason, Yeager, Gerson, White & Lioce, P.A.