SecProbe.io

United States securities and exchange commission logo
March 4, 2024
Charles Allen
Chief Executive Officer
BTCS Inc.
9466 Georgia Avenue, No. 124
Silver Spring, MD 20910
Re:BTCS Inc.
Registration Statement on Form S-3
Filed February 14, 2024
File No. 333-277065
Dear Charles Allen:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-3
Cover Page
1.Please revise to disclose the amount of all securities offered pursuant to General
Instruction I.B.6 during the prior 12 calendar month period. Refer to Instruction 7 to the
General Instruction I.B.6 of Form S-3.
General
2.Please confirm your understanding that we will not be in a position to declare your
registration statement effective until all outstanding comments regarding your Form 10-K
for the fiscal year ended December 31, 2022 have been resolved. In addition, to the extent
that any comments related to our review of your Form 10-K apply to disclosure in the
registration statement, please make corresponding revisions to all affected disclosure.

 FirstName LastNameCharles Allen
 Comapany NameBTCS Inc.
 March 4, 2024 Page 2
 FirstName LastName
Charles Allen
BTCS Inc.
March 4, 2024
Page 2
            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.
            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 Sonia Bednarowski at 202-551-3666 or John Dana Brown at 202-551-
3859 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets