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CORRESP
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BTCS
Inc.

9466
Georgia Avenue #124

Silver
Spring, MD 20910

May
7, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Crypto Assets

    Re:
    BTCS
    Inc.

    Form
    10-K for the Fiscal Year Ended December 31, 2022

    Form
    10-K for the Fiscal Year Ended December 31, 2023

    File
    No. 001-40792

Ladies
and Gentlemen:

This
letter is submitted by BTCS Inc. (the “Company” or “BTCS”) in response to the comment letter dated April 24,
2024 issued by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) with respect to the Company’s Form 10-K for the Fiscal Year Ended December 31, 2022 and the Fiscal Year
Ended December 31, 2023.

For
your convenience, each of the Staff’s comments have been restated below in their entirety, with the Company’s responses set
forth immediately beneath such comment.

Form
10-K for the fiscal year ended December 31, 2023 filed March 21, 2024 Business, page3

1. Refer
                                            to your response to our prior comment 1. Your disclosure on page 4 that “StakeSeeker
                                            . . . strategically seeks to entice users with its features” and that “[o]ne
                                            underlying strategic objective of the platform is to drive the expansion of Delegators to
                                            [y]our validator nodes” appears to be inconsistent with your response to comment 17
                                            of our September 21, 2023 letter in which you state that you “[do] not use behavior
                                            prompts, differential marketing, game-like features, other design elements or features designed
                                            to engage with retail investors,” that you “do not encourage retail investors
                                            to invest in different products or change investment strategies or give investment advice,”
                                            and that you “do not use any optimization functions (e.g., to increase platform revenues,
                                            data collection, and customer engagement).” Please advise, and, in future filings,
                                            please clarify the role of your StakeSeeker platform.

  Response:

  In
                                            response to the SEC’s comment, it is crucial to delineate the distinct roles and functionalities
                                            of the StakeSeeker platform as a cryptocurrency educational website versus the regulated
                                            activities typically associated with an investment advisor providing investment advice.

It
is also important to understand that the “features” referenced in our disclosure language that “seeks to entice users
…. To drive the expansion of Delegators” is clarified to mean the Platform’s unique functionalities as a cryptocurrency
tracking tool.

    1

In
an effort to avoid any further confusion in future filings, we will remove the following language from page 4 of our 2023 Form-10K: “One
underlying strategic objective of the platform is to drive the expansion of Delegators to our validator nodes.”, we will further
revise the following language on page 10 of our 2023 Form-10K: “We believe that leveraging StakeSeeker’s capabilities
to provide insights and guidance will foster trust and confidence. among potential Delegators.

As
further elaborated below, the platform does not utilize additional specialized features aimed to collect data on or engage with investors.

 1. Definition
                                            and Purpose of StakeSeeker as a Crypto Educational Website: StakeSeeker is designed primarily
                                            as a platform to provide information and education on blockchain technology and cryptocurrency
                                            investments. The platform’s features, including strategic enticements and expansion
                                            objectives mentioned on page 4 of the 2023 Form 10-K, are focused on enhancing user engagement
                                            and education and increasing registered users. These features aim to facilitate user understanding
                                            and familiarity with blockchain ecosystems, rather than making investment recommendations.

 2. Absence
                                            of Investment Advice: Consistent with our response to previous comment 17, StakeSeeker
                                            does not provide personalized investment advice, recommend investment products, or advocate
                                            for particular investment strategies. The platform does not employ behavioral prompts, differential
                                            marketing, game-like features, or other engagement mechanisms that are tailored to influence
                                            investment decisions. Our platform provides educational resources on blockchain networks
                                            and staking, which users can choose to leverage at their discretion. It’s crucial to
                                            highlight that users accessing our platform must already possess crypto assets in order for
                                            the platform’s monitoring capabilities and educational resources to be meaningful.
                                            This distinction is critical as it underlines that while the platform engages users and encourages
                                            exploration within the site, it does not steer them towards investments or trading behaviors.

 3. Clarification
                                            on Strategic Objectives and Features: The strategic objective of driving the expansion
                                            of Delegators to validator nodes, as referenced in the disclosure, is a broad business goal
                                            related to growth in user base and market presence. This does not translate into financial
                                            advice or encouragement for users to alter their investment portfolios. Instead, it relates
                                            to increasing awareness and understanding of how blockchain networks operate, including the
                                            roles and functions of nodes and delegators within these networks, as well as sharing publicly
                                            available information on various blockchains that our infrastructure supports.

 4. Compliance
                                            with Regulatory Standards: We believe StakeSeeker operates within the boundaries set
                                            forth by regulatory authorities for financial education platforms. Unlike registered investment
                                            advisors, who are subject to specific fiduciary duties and regulations regarding the provision
                                            of investment advice, StakeSeeker maintains its role as an educational resource without crossing
                                            into the advisory domain. This ensures that while the platform seeks to enhance user engagement
                                            and platform utility, it remains clear of activities that would require registration and
                                            regulation as an investment advisor.

 5. Future
                                            Filings and Clarifications: In future filings, we will clarify these distinctions more
                                            explicitly to avoid any perceived inconsistencies. We will outline the educational nature
                                            of the platform, detail the specific features that promote user education without suggesting
                                            investment actions, and reaffirm our commitment to compliance with regulatory guidelines
                                            regarding financial education versus investment advice.

    2

2. Refer
                                            to your response to our prior comment 1 and prior comment 11 of our September 21, 2023 letter.
                                            Please advise regarding the nature of your staking services, including a description of the
                                            specifics of how an investor delegates its crypto assets. In this regard, we note your disclosure
                                            on page 4 that “StakeSeeker does not provide or facilitate direct, crypto asset delegation
                                            or transaction execution on [y]our platform” and that you anticipate “taking
                                            the StaaS Platform out of beta prior to the end of 2024.” We also note that your website
                                            seems to allow investors to delegate crypto assets from the StakeSeeker platform. Please
                                            advise as this appears to be inconsistent with your disclosure. Also, we note your disclosure
                                            on page 16 that “[c]rypto asset holders are able to delegate to [y]our validator nodes
                                            without signing up for our StakeSeeker platform” but that, in the instructions on how
                                            to delegate crypto assets on your website, you indicate that investors should register on
                                            StakeSeeker. Please advise as this appears to be inconsistent with your disclosure, and to
                                            the extent that disclosure should be revised to reconcile these inconsistencies, please do
                                            so in future filings.

  Response:

Below
we outline responses to the Staff’s comments on 1) the process of non-custodial staking, 2) information included on our website,
and 3) information included in our staking instructions. We believe the information we have provided in response to the Staff’s
comment supports the accuracy and consistency of the disclosures we have made in our Form 10-Ks and in other public materials.

  Non-custodial
                                            Staking Process

  The
                                            following outline details the typical process involved in non-custodial staking, highlighting
                                            key steps and considerations. Each blockchain and digital wallet may have its nuances, so
                                            crypto asset holders are encouraged to familiarize themselves with specific guidelines and
                                            rules pertinent to their a specific blockchains, wallets and assets.

 1. Crypto
                                            Asset Custody: Investors must hold their crypto assets in digital wallets that support
                                            staking. These assets cannot be held on crypto exchanges as staking requires self-custody
                                            through compatible digital wallets. BTCS does not offer or sell crypto assets or recommend
                                            to users of the Stakeseeker platform any crypto assets.

 2. Wallet
                                            Access: Owners access their digital wallets using their private keys or mnemonic phrases,
                                            which are critical for maintaining the security and access to their assets. BTCS never takes
                                            possession or control of StakeSeeker’s user’s private keys or mnemonics, nor
                                            do we offer a wallet. We provide educational information on the site regarding some wallets
                                            that are compatible with certain blockchains but do not endorse any specific wallet.

 3. Navigating
                                            Staking Features: Investors can navigate to the staking options available within their
                                            digital wallet interface. This allows users to engage with the staking functionalities that
                                            the wallet supports. BTCS has no control over the features or functionality of 3rd
                                            party wallets that users may utilize, and as noted above, we do not endorse any specific
                                            wallet.

    3

 4. Selecting
                                            a Validator Node: From the 3rd party wallet staking interface, users can browse
                                            or search through a list of active validators. BTCS validator nodes are public and users
                                            can select our node or any other node.

 5. Setting
                                            the Stake Amount: Once a validator is selected in their 3rd party wallet,
                                            the user can specify the amount of native tokens they wish to stake to a particular node,
                                            which may or may not be a BTCS validator. BTCS has no control or visibility into the users
                                            actions as they do not occur on our platform. Our platform aggregates publicly available
                                            information in a convenient manner to provide users with educational resources about the
                                            staking process. This information and educational resources do not provide any investment
                                            advice. Additionally, any actions made by users may be made independent of our platform.

 6. Confirming
                                            the Delegation: To finalize the delegation, the user must confirm and sign the transaction.
                                            This action securely delegates the specified amount of tokens to the chosen validator node,
                                            which may or may not be a BTCS validator node.

 7. Validator
                                            Node Interaction: After the stake is confirmed, the validator node facilitates the bonding
                                            of these tokens to the blockchain network. This bonded stake allows the holder to participate
                                            in the network’s consensus mechanism, potentially earning rewards in the form of native
                                            tokens. BTCS never has access to the user’s tokens at any time during the process including
                                            any rewards that may be earned.

 8. Custody
                                            During Staking: Throughout the staking period, the custody of the crypto assets remains
                                            with the delegator in their digital wallet. The assets are effectively ‘locked’
                                            in the staking process but not transferred out of the wallet. While staked, these assets
                                            cannot be used for other purposes like trading or borrowing. Again, BTCS never has access
                                            to th