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United States securities and exchange commission logo
March 13, 2024
Michael Prevoznik
Chief Financial Officer
BTCS Inc.
9466 Georgia Avenue #124
Silver Spring, MD 20910
Re:BTCS Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Form 10-Q for the Quarterly Period Ended September 30, 2023
File No. 001-40792
Dear Michael Prevoznik:
            We have reviewed your January 31, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our January 22,
2024 letter.
Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2022
Business
Our Business, page 3
1.Refer to your response to prior comment 4. In future filings, please clarify what you mean
by your disclosure on page 3 that "StakeSeeker’s Stake Hub is central to BTCS’s growth
strategy, allowing users to delegate their crypto assets to the Company’s validator nodes"
by disclosing how it is central to your growth strategy. Also, your response that
StakeSeeker does not provide or facilitate crypto asset transactions, including the ability to
delegate crypto assets to your validator nodes appears to be inconsistent with your
disclosure on page 3 that StakeSeeker's Stake Hub allows users to delegate their crypto
assets to your validator nodes. We also note that your website describes StakeSeeker as a
secure non-custodial staking-as-a-service platform. Please advise. Additionally, if
StakeSeeker does not provide or facilitate direct, asset delegation or transaction execution

 FirstName LastNameMichael Prevoznik
 Comapany NameBTCS Inc.
 March 13, 2024 Page 2
 FirstName LastNameMichael Prevoznik
BTCS Inc.
March 13, 2024
Page 2
on your platform, please disclose the actual means by which users delegate crypto assets
to your validator nodes.
2.Refer to your response to prior comment 5. In future filings, please disclose whether you
hold the private keys in hot or cold storage, and disclose the percentage held in each.
3.Refer to your response to prior comment 6. We note that you obtain the data used to
calculate the Annual Percentage Reward (APR) from www.stakingrewards.com. In future
filings, please disclose how you use the data to calculate the APR. In addition, please
disclose how frequently you conduct periodic checks to validate the data used to calculate
the APR.
4.Refer to your response to prior comment 7. Please revise to describe your policies and
procedures for ensuring that your business operations are in compliance with federal
securities laws related to decisions to add functions and to add services and to determine
the type and amount of crypto assets you hold.
Risk Factors
Risks Related to Crypto Assets, page 19
5.In future filings please include a separate risk factor specifically addressing the risks to
your business if your staking program were determined to involve the offer and sale of
securities.
Note 3. Summary of Significant Accounting Policies
Crypto Assets Translations and Remeasurements, page F-9
6.We acknowledge your response to our prior comment 10. Please revise your digital assets
accounting policy to include a discussion of how your policy of classifying digital assets
as current is consistent with the definition of current assets in ASC Topic 210-10-20.
Specifically, please revise your accounting policy to state, if true, that digital assets are
classified as current assets because you have a reasonable expectation that they will be
realized in cash or sold or consumed during the normal operating cycle of your business.
Form 10-Q for the quarterly period ended September 30, 2023 filed November 9, 2023
Unaudited Condensed Financial Statements
Note 3 - Summary of Significant Accounting Policies
Revenue Recognition, page 9
7.We acknowledge your response to prior comment 12 and reissue it in part.  Please address
the following:
•Quantification of rewards and revenue earned for 2021; and
•Tell us whether you have generated any revenue from your Staking-as-a-service
business, and quantify in the periods presented.

 FirstName LastNameMichael Prevoznik
 Comapany NameBTCS Inc.
 March 13, 2024 Page 3
 FirstName LastName
Michael Prevoznik
BTCS Inc.
March 13, 2024
Page 3
            Please contact Bonnie Baynes at 202-551-4924 or David Irving at 202-551-3321 if you
have questions regarding comments on the financial statements and related matters. 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