SecProbe.io

February 27, 2025
B. Joshua Hoskins
President
Block40X, Inc.
1033 West 400 South
American Fork, Utah 84003
Re:Block40X, Inc.
Offering Statement on Form 1-A
Filed February 14, 2025
File No. 024-12577
Dear B. Joshua Hoskins:
            We have reviewed your offering statement and have the following comments.
            Please respond to this letter by amending your offering 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 offering statement and the information you
provide in response to this letter, we may have additional comments.
Offering Statement on Form 1-A
General
1.Please revise to include the value of the 30,000,000 bonus shares you will issue to
purchasers of 4,000,000 or more shares in the aggregate offering price. Additionally,
we note your disclosure on page 31 that investors purchasing at least 1,000,000 shares
of Common Stock in this offering will be entitled to a 15% discount. Please disclose
this on the cover page and in the offering summary table on page 6, and reconcile it
with your disclosure that investors who purchase 4,000,000 or more shares will
receive up to 30,000 bonus shares. Further, expand your disclosure to describe how
you will allocate the bonus shares.
2.We note your statement on page 5 that you are "newly organized and [intend] to
engage in mining bitcoin, or, alternatively, leasing [your] servers to AI enterprises,"
but also your statement on page 14 that you "currently mine bitcoin by contributing to
and benefiting from a third [party pool’s] processing power." Please revise throughout
to clarify whether you have secured mining equipment and have engaged in mining
operations, or if you are in a planning or pre-operational stage.

February 27, 2025
Page 2
Part II
Offering Circular Summary, page 5
3.Please provide support for or reconcile your statements on pages 5, 33 and 38 that
bitcoin will reach its maximum supply limit of 21 million in 2040, with your
statements on pages 13, 33 and 38 that the maximum supply will be reached in 2140.
Risk Factors
Risks related to the Company and its Business
The artificial intelligence industry is relatively new, page 9
4.Please expand your risk factor discussion to address any hardware modification or
adaptation that needs to be undertaken to lease your servers to companies engaged in
artificial intelligence.
Our interactions with the bitcoin network, page 12
5.Please revise to describe your KYC/AML processes, and if there are none, please state
so.
Bitcoin is subject to halving, page 13
6.Please revise here and on pages 5, 33 and 38 to discuss the next halving event.
Forks in the bitcoin network, page 13
7.Please revise to clarify your policy with respect to any fork, airdrop or similar event,
and if there are none, please state so.
Bitcoins we mine or hold for our own account, page 14
8.We note your statement here that you currently mine bitcoin by contributing to and
benefiting from a third party pool’s processing power, and the share of bitcoins mined
from your pool is initially received by you in wallets you control, which are
maintained by the Custodian. We also note your statement on page 34 that you plan to
obtain bitcoin by contributing all of our computing power to one mining pool operator
and you have not yet entered into a contract with any operator. Please reconcile the
contradicting disclosures and also identify the Custodian.
The digital asset exchanges on which cryptocurrencies, page 15
9.Please add risk factors that separately discuss the risk of front-running, wash-trading
and security failures or operational problems at trading platforms.
We are subject to risks associated with our need, page 19
10.We note reference in this risk factor to "[a]ny mining site we currently operate," and
the statement that you maintain limited backup power at certain sites. We also note
references to "future sites" on page 18. Please revise throughout to clarify whether
you have established mining sites, or if you are in a planning or pre-operational stage.

February 27, 2025
Page 3
Risks related to our securities and the offering
The Company's Financial Statements include a Going Concern Opinion, page 25
11.We note your disclosure that there is substantial doubt about your ability to continue
as a going concern. Please revise to disclose the going concern opinion in the
summary.
Use of Proceeds, page 32
12.Under the first three scenarios discussed, please revise to disaggregate the amount of
funds you will use to (i) construct or acquire data centers, (ii) secure a long term
electricity contract, and  (iii) purchase bitcoin mining servers.
The Company's Business
Materials and Suppliers, page 35
13.We note your disclosure at the end of the third paragraph of this section that
"historically, [your] methodology and operations have been efficient and resilient
enough to withstand market pressures and global events, but there can be no certainty
that [you] will not be negatively affected in the future." Please revise to add context to
this disclosure given that you were formed on November 12, 2024 and have a limited
operating history.
Government Regulation, page 36
14.Please update your disclosure for recent developments, including but not limited to
the Executive Orders on Strengthening American Leadership in Digital Financial
Technology and on Removing Barriers to American Leadership in Artificial
Intelligence, each dated January 23, 2025.
15.We note your statement that you "carefully vet the exchanges [you] use for adequate
compliance with U.S. laws as well as liquidity, using the information available to
[you]..." Please revise to describe in greater detail the process and criteria by which
you vet the exchanges.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Plan of Operation, page 39
16.Please reconcile your disclosure in the second paragraph that, based on the terms
offered to you by data centers and the current cost of mining servers, you "would be
able to obtain positive cash flow from bitcoin mining operations in a relatively short
period of time," with your disclosures on pages 33 and 38 that you "cannot expect to
generate a favorable profitability" because data centers will require you to pay for
electrical power and other costs.
17.Please revise to state whether, in your opinion, the proceeds from the offering will
satisfy your cash requirements or whether you anticipate it will be necessary to raise
additional funds in the next six months to implement your plan of operations.

February 27, 2025
Page 4
Directors, Executive Officers and Significant Employees
Code of Ethics, page 41
18.We note that you have adopted a Code of Ethics and an Insider Trading Policy that
applies to all of your officers, directors and employees. Please revise your disclosure
to briefly summarize the your policies and procedures designed to eliminate or
mitigate conflicts of interest, including the Code of Ethics and the Insider Trading
Policy.
Part III
Index to Exhibits, page 57
19.Please file your Custody agreement with the Custodian as an exhibit to your offering
statement. In this regard, we note your disclosure on pages 16 and 37.
            We will consider qualifying your offering statement at your request. If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            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. We also remind you that, following qualification of your Form 1-A,
Rule 257 of Regulation A requires you to file periodic and current reports, including a Form
1-K which will be due within 120 calendar days after the end of the fiscal year covered by the
report.
            Please contact David Gessert at 202-551-2326 or Lulu Cheng at 202-551-3811 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Bradley S. Slighting