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Correspondence 0001493152-24-037134 from BTCS Inc. (BTCS)

BTCS Inc.
Date: Sept. 19, 2024 · CIK: 0001436229 · Accession: 0001493152-24-037134

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File numbers found in text: 001-40792

Referenced dates: September 19, 2024

Date
December 31, 2022
Author
BTCS
Form
CORRESP
Company
BTCS Inc.

Letter

BTCS Inc.

Georgia Avenue #124

Silver Spring, MD 20910

September 19, 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

Form 10-Q for the Fiscal Quarter Ended June 30, 2024

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 September 19, 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, the Fiscal Year Ended December 31, 2023 and Form 10-Q for the Fiscal Quarter Ended June 30, 2024.

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-Q for Fiscal Quarter Ended June 30, 2024

General

1. Please confirm your understanding that:

● Our decision not to issue additional comments should not be interpreted to mean that we either agree or disagree with your disclosure or responses, or, with respect to your business operations, any conclusions you have made, positions you have taken, or practices you have engaged in or may engage in.

● Completing our review of the filing does not foreclose the Commission from taking any action or advancing any position with respect to the filing, the company, or the company’s practices.

Response:

The Company hereby confirms its understanding that:

● The Staff’s decision not to issue additional comments should not be interpreted to mean that the Staff either agrees or disagrees with the Company’s disclosure or responses, or, with respect to the Company’s business operations, any conclusions the Company has made, positions the Company has taken, or practices the Company has engaged in or may engage in.

● Completing the review of the filing does not foreclose the Commission from taking any action or advancing any position with respect to the filing, the Company, or the Company’s practices.

Should the Staff have any additional questions or comments after reviewing this response letter, we would appreciate an opportunity to discuss these comments or questions with the Staff prior to the distribution of another comment letter. Please direct any questions concerning this response letter to Brian S. Bernstein, Esq. or Michael D. Harris, Esq. of Nason Yeager Gerson Harris & Fumero, P.A., the Company’s legal counsel, at 561-686-3307, bbernstein@nasonyeager.com and mharris@nasonyeager.com.

Sincerely,
BTCS
Inc.

Show Raw Text
CORRESP
1
filename1.htm

BTCS
Inc.

9466
Georgia Avenue #124

Silver
Spring, MD 20910

September
19, 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

    Form
    10-Q for the Fiscal Quarter Ended June 30, 2024

    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 September
19, 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, the Fiscal
Year Ended December 31, 2023 and Form 10-Q for the Fiscal Quarter Ended June 30, 2024.

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-Q for Fiscal Quarter Ended June 30, 2024

General

 1. Please
                                            confirm your understanding that:

 ● Our
                                            decision not to issue additional comments should not be interpreted to mean that we either
                                            agree or disagree with your disclosure or responses, or, with respect to your business operations,
                                            any conclusions you have made, positions you have taken, or practices you have engaged in
                                            or may engage in.

 ● Completing
                                            our review of the filing does not foreclose the Commission from taking any action or advancing
                                            any position with respect to the filing, the company, or the company’s practices.

Response:

The
Company hereby confirms its understanding that:

 ● The
                                            Staff’s decision not to issue additional comments should not be interpreted to mean
                                            that the Staff either agrees or disagrees with the Company’s disclosure or responses,
                                            or, with respect to the Company’s business operations, any conclusions the Company
                                            has made, positions the Company has taken, or practices the Company has engaged in or may
                                            engage in.

 ● Completing
                                            the review of the filing does not foreclose the Commission from taking any action or advancing
                                            any position with respect to the filing, the Company, or the Company’s practices.

    1

Should
the Staff have any additional questions or comments after reviewing this response letter, we would appreciate an opportunity to discuss
these comments or questions with the Staff prior to the distribution of another comment letter. Please direct any questions concerning
this response letter to Brian S. Bernstein, Esq. or Michael D. Harris, Esq. of Nason Yeager Gerson Harris & Fumero, P.A., the Company’s
legal counsel, at 561-686-3307, bbernstein@nasonyeager.com and mharris@nasonyeager.com.

    Sincerely,

    BTCS
    Inc.

    By:

    /s/Michael
    Prevoznik

    Michael
    Prevoznik, CFO

    cc:
    Brian
    Bernstein, Esq.

    Michael
    Harris, Esq.

    2