SecProbe.io

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 May 1, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Re:

 Blackboxstocks Inc.

 Registration Statement on Form S-3

 File No. 333-286553

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective at 5:00 p.m. Eastern Time on Monday May 5, 2025, or as soon thereafter as is practicable.

 Please contact Jeff McPhaul with Winstead PC at (214) 745-5394 once the Registration Statement is declared effective.

 BLACKBOXSTOCKS INC.

 By:

 /s/ Gust Kepler

 Gust Kepler
 Chief Executive Officer

February 6, 2025
Gust Kepler
Chief Executive Officer
Blackboxstocks Inc.
5430 LBJ Freeway, Suite 1485
Dallas, Texas 75240
Re:Blackboxstocks Inc.
Registration Statement on Form S-3
Filed January 31, 2025
File No. 333-284626
Dear Gust Kepler:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Aliya Ishmukhamedova at 202-551-7519 or Kathleen Krebs at 202-
551-3350  with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jeffrey McPhaul, Esq.

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February 6, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

			Re:

			Blackboxstocks Inc.

			Registration Statement on Form S-3

			File No. 333-284626

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on February 10, 2025, or as soon thereafter as is practicable.

Please contact Jeff McPhaul with Winstead PC at (214) 745-5394 once the Registration Statement is declared effective.

			BLACKBOXSTOCKS INC.

			By:

			/s/ Gust Kepler

			Gust Kepler

			Chief Executive Officer

December 12, 2024
Robert Winspear
Chief Financial Officer
Blackboxstocks Inc.
5430 LBJ Freeway, Suite 1485
Dallas, Texas 75240
Re:Blackboxstocks Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-41051
Dear Robert Winspear:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jeffrey McPhaul, Esq.

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October 15, 2024

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

			Re:

			Blackboxstocks Inc.

			Form 10-K for the fiscal year ended December 31, 2023

			Form 10-Q for Quarter Ended June 30, 2024

			File No. 001-41051

Ladies and Gentlemen:

On behalf of Blackboxstocks Inc. (the “Company”), we hereby respond as follows to the comment letter from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated September 24, 2024, relating to the above-referenced Annual Report on Form 10-K (the “Annual Report”) and Quarterly Report on Form 10-Q (the “Quarterly Report”). The Company is concurrently filing an Amendment No. 1 to the Quarterly Report (the “Quarterly Report Amendment”), which includes changes in response to the Staff’s comments. Capitalized terms used but not defined herein have the meanings ascribed to them in the Annual Report. Unless we note otherwise, any references to prior comments are to comments in our August 15, 2024 letter. For the Staff’s convenience, we have recited the comments in the Staff’s letter below in italics, and set forth the Company’s responses in regular font immediately thereafter.

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

General

			1.

			Regarding the integration of the brokers E*Trade and TradeStation into your website, please tell us how your subscribers know they are executing trades via their broker instead of from your website.

Response: The Company website through which its subscribers access its tools and services is not designed, nor is it possible, for a subscriber to execute a trade without an independent brokerage account. Furthermore, in order to facilitate a trade through the Company’s integration feature, a subscriber must have an online brokerage account with either TradeStation or E*Trade, The steps a new subscriber must undertake to utilized the broker integration feature are as follows: (1) the subscriber must first click on a tab located at the top of the dashboard labeled “Trade,” (2) once the subscriber clicks on the Trade tab, the software platform populates a specific section of the dashboard where the subscriber can choose to link their personal brokerage account information or open an account with either TradeStation or E*Trade, and (3) once the subscriber chooses one of these two brokers, the subscriber then must either (i) click on a “login” tab which redirects the subscriber to the TradeStation or E*Trade website, as the case may be, where the subscriber enters in their existing TradeStation or E*Trade login information or (ii) click on an “open account” tab which redirects the subscriber to the TradeStation or E*Trade website, as the case may be, where the subscriber must open an account with Trade Station or E*Trade to integrate. On these login pages, TradeStation or E*Trade branding and notices are clearly visible. For example, the TradeStation login page states “by logging in you acknowledge permissions for BlackBox Stocks to access and display to you information and services from your TradeStation account(s), including market data, your account information and your ability to initiate trade orders.” Once a subscriber links their brokerage account to the dashboard, the brokerage account is listed under the “Trade” section of the dashboard. In such section of the dashboard, the subscriber can then click a “New Order” tab to trade through its linked brokerage account whose name is displayed. As such, the branding and trade account is clearly unambiguous and subscribers know (or should know) they are executing trades via their Trade Station or E*Trade broker with whom they maintain their account, and not the Company. In addition, any and all trade confirmations are provided by the subscriber’s broker.

			2.

			We note that you have “scheduled, calendared classes with live instructors.” Please tell us (i) what activities the instructors engage in generally and how they are compensated and (ii) whether the instructors advise investors on the merits of particular trades or otherwise provide investment advice.

Response:

Instructor Activities

The Company groups its class offerings into three subsets depending on the sophistication of the user: beginner courses, intermediate courses, and advanced courses. Users may schedule these class sessions which are either taught by (i) various instructors that have contracted with the Company (beginner and intermediate courses) or (ii) the Options Industry Council, a non-profit organization that provides education to investors about the benefits and risks of exchange-listed options (advanced courses). An instructor is tasked with teaching class attendees, either on a live or recorded basis, about a specific subject matter and, if such class is a live session, answering questions from the attendees relating to the subject matter. Class subjects are listed on the Company’s website and are also available to users through the “Education” tab in the Company’s software platform (see https://blackboxstocks.com/courses/ for a list of the Company’s curriculum). Instructors focus lessons on how to use the analytics tools, indicators and features available on the Company’s software platform. Such teachings are not focused on any individual trader’s financial portfolio or individual trades but rather on the mechanics behind utilizing the features provided by the Company’s platform.

Compensation

All class instructors are independent contractors and receive fixed compensation from the Company in exchange for their services. The compensation is a fixed amount based on their contract.

No Investment Advice

The Company’s instructors do not recommend or instruct class attendees to buy any certain security, advise on the merits of any particular trade or otherwise provide investment advice. As stated above, the classes are purely informational in nature as the classes focus on either general investing topics, technical analysis, or how to apply the analytics tools, indicators and features available on the Company’s software platform. To reinforce the fact that such analytics tools, indicators and features are data points to be considered as part of an overall investment strategy, the Company has posted notices throughout the user dashboard that such indicators and features are not buy alerts or sell alerts but rather tools to be used in a user’s overall analysis when deciding whether or not to trade a particular security. For example, new users are notified via a pop-up message immediately upon logging into the Company’s software system that, among other things, encourages the user to read the Company’s FAQs and states “FINALLY, and perhaps most important, the symbols that appear in the Alert Log are NOT buy alerts! The alerts appearing in this column are stocks that are experiencing unusual activity and breaking certain thresholds. Many of them become big gainers, but it is important to utilize the many other features on our platform to fully analyze a stock before jumping in.” In addition, the Company reiterates in its FAQs that “[Alerts in the Alert Stream and Alert Log] are absolutely not entry/exit or buy signals. Alerts that appear on any section of our platform are there to alert you when a stock is experiencing unusual activity, whether that be an increase in volume, price, volatility or any other factor that could result in a breakout or upward momentum. Our alerts are often mistaken for or construed as “buy” signals due to the performance and accuracy of our system. It is important for you to understand these are simply stocks to watch, further investigate, or analyze with the array of real-time tools we provide for you on our platform. Once you have enough information, you can make a final decision whether or not to trade a particular stock.” Again, the classes are designed for instructors to teach users how to use such analytics tools, indicators and features as opposed to advising on the merits of any particular trade or otherwise providing investment advice.

			3.

			We note that the Company provides its subscribers access to live chatrooms/channels, where subscribers are encouraged to “Listen to our Team Traders in our live channels and interact with both new and seasoned traders . . .”. Please describe how such live chatrooms/channels are operated, including, without limitation, whether, to what extent, and in what capacity Blackbox Instructors or any other Company personnel participate in such forums as “Team Traders” or otherwise.

Response:

Chatroom Overview

The term “Team Trader” describes the paid contractors that manage the live online community hosted within the Company’s software platform. Team Traders act as both instructors and moderators in live chatrooms. Within a user’s dashboard, there is a section reserved for such live chatrooms. These chatrooms are primarily operated as communities where subscribers can interact with one another in real-time. Chatrooms are grouped into three categories: live broadcasts, trade rooms and informational rooms.

Live broadcasts are chatrooms equipped with a live-audio feature available to its host. Users can join one of the several live broadcasts hosted by a Team Trader. Within a live broadcast hosted by a Team Trader, the users engage in general discussion with other users and the Team Traders act as community moderators while broadcasting live audio regarding indicators and data and answering questions about how to use features within the dashboard.

Trade rooms are chatrooms that display certain Team Traders’ personal trades. Each trade room objectively lists a certain Team Trader’s trades for viewing which are accompanied by various disclaimers. For example, the main dashboard includes a tab for “Team Trades” that a user must click before ultimately choosing among the various trade rooms. This tab includes an explicit disclaimer that says “Team Trades are NOT investment advice. Trade at your own risk.” In addition, posts of individual trades within the various trade rooms include disclaimers from the Team Traders themselves.

Informational rooms are chatrooms primarily archiving self-study resources. Informational rooms include a library of “how to” videos, self-learning “homework” links, TOS/TV scripts and a bulletin board for messages sent from the Company to its subscribers.

Team Trader Overview

Team Traders provide guidance to subscribers on how to use various features, how to access and interpret the various real-time alerts and analytics within the user dashboard, and general commentary on various stocks that are either alerted within the dashboard or discussed by subscribers. Team Traders sometimes place trades based on the alerts, analytics or news generated on the Company’s software platform and show these trades to the community as real-time examples of how they are using the system themselves. Team Traders never suggest, encourage or persuade subscribers to trade a specific stock or option but rather simply show how they are using the system tools to evaluate potential trades and the reasoning behind it. The Company’s software platform is agnostic and uses proprietary algorithms to scan the market for unusual activity in both the stock and options markets for intraday trading or swing trading. Neither the system nor the Team Traders opine on whether a subscriber should invest in a particular stock or option.

Additionally, Team Traders are trained to describe any trade in the context of how a user could utilize the Company’s features and technical analysis tools. Team Traders primarily act as interpreters of the data that is displayed on the Company’s software platform in real time. The Team Traders are trained to never advise anyone to buy or sell any particular security. They may at times post the trades that they take based on the real-time data and indicators they are looking at on the system as examples. However, such examples are only posted to show the utility of the platform and not as investment advice.

Team Traders routinely inform members that they are responsible for their own trades and consequently, their position size, risk tolerance/management, entries/exits, and the risks involved with trading any security.

			4.

			We note that subscribers are encouraged to seek out Blackbox Instructors for one-on-one consultations. Please describe the measures taken by the Company (if any) to ensure that such communications do not involve investment advice. Please also discuss whether the Company maintains any internal policies or procedures designed to ensure that Blackbox Instructors and other Company personnel do not provide individualized investment advice.

Response: The Company does not promote nor facilitate any one-on-one consultation between subscribers and Team Traders/Instructors. Subscribers’ contact with Team Traders/Instructors within the Company’s software platform is limited to either (i) attending Instructor-led live classes to ask specific questions about the Company’s software platform or general market information or (ii) posting in chatrooms that are moderated by a Team Trader. All Company personnel, including Team Traders, Instructors, moderators or other Company employees in any capacity, are strictly prohibited from giving individual investment advice to subscribers regarding any specific security. The Company continually monitors its audio channels and chatrooms to ensure that these rules are followed.

			5.

			In the final paragraph of your response to prior comment 2, you reference the Company’s historical holdings in two Lord Abbett exchange traded funds. Please confirm your understanding that such shares are “investment securities” in the hands of the Company for purposes of Section 3(a)(2) of the Investment Company Act of 1940 (the “1940 Act”). Please also confirm that all Section 3(a)(1)(C) calculations in your comment response letter reflect treatment of such shares as investment securities.

Response: The Company confirms that (i) the Company’s historical holdings in the two Lord Abbett exchange traded funds referenced in the response to prior comment 2 would be considered “investment securities” as defined in Section 3(a)(2) of the Investment Company Act of 1940 (the “1940 Act”) and (ii) the Section 3(a)(1)(C) calculations in the prior comment response letter dated August 14, 2024 reflect treatment of such shares as “investment securities” within the meaning of the 1940 Act. The Company reiterates that such funds’ holdings consisted of short term corporate and government notes designed to earn modest returns on the Company’s initial public offering proceeds at a time when banks offered little or no return on cash. As such, the holdings were meant to preserve principal value and capital, meet the Company’s ongoing liquidity needs, avoid inappropriate concentrations of investments, and maximize return within acceptable levels of risk.

			6.

			For avoidance of doubt, please confirm that: (i) for all purposes, you are treating the Company’s holdings in the Evtec Group as “investment securities” under Section 3(a)(2) of the 1940 Act; and (ii) that you are not treating the Evtec Group or any of its constituent entities as a “majority owned subsidiary” of the Company under Section 3(a)(2) of the 1940 Act. Please also discuss supplementally whether and to what extent the Company’s relationship to and transactions with the Evtec Group have an impact on the Company’s ability to rely on the exclusion provided by Section 3(b)(1) of the 1940 Act.

Response: The Company confirms that (i) the Company’s holdings in Evtec Group Limited would be considered “investment securities” as defined in Section 3(a)(2) of the 1940 Act and (ii) the Company is not currently treating E

September 24, 2024
Robert Winspear
Chief Financial Officer
Blackboxstocks Inc.
5430 LBJ Freeway, Suite 1485
Dallas, Texas 75240
Re:Blackboxstocks Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Form 10-Q for Quarter Ended June 30, 2024
File No. 001-41051
Dear Robert Winspear:
            We have reviewed your filings and your August 15, 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 August 7, 2024 letter.
Form 10-K for Fiscal Year Ended December 31, 2023
General
1.Regarding the integration of the brokers E*Trade and TradeStation into your website,
please tell us how your subscribers know they are executing trades via their broker instead
of from your website.
2.We note that you have “scheduled, calendared classes with live instructors.” Please tell us
(i) what activities the instructors engage in generally and how they are compensated and
(ii) whether the instructors advise investors on the merits of particular trades or otherwise
provide investment advice.

September 24, 2024
Page 2
3.We note that the Company provides its subscribers access to live chatrooms/channels,
where subscribers are encouraged to “Listen to our Team Traders in our live channels and
interact with both new and seasoned traders . . .”. Please describe how such live
chatrooms/channels are operated, including, without limitation, whether, to what extent,
and in what capacity Blackbox Instructors or any other Company personnel participate in
such forums as “Team Traders” or otherwise.
4.We note that subscribers are encouraged to seek out Blackbox Instructors for one-on-one
consultations. Please describe the measures taken by the Company (if any) to ensure that
such communications do not involve investment advice. Please also discuss whether the
Company maintains any internal policies or procedures designed to ensure that Blackbox
Instructors and other Company personnel do not provide individualized investment
advice.
5.In the final paragraph of your response to prior comment 2, you reference the Company’s
historical holdings in two Lord Abbett exchange traded funds. Please confirm your
understanding that such shares are “investment securities” in the hands of the Company
for purposes of Section 3(a)(2) of the Investment Company Act of 1940 (the “1940 Act”).
Please also confirm that all Section 3(a)(1)(C) calculations in your comment response
letter reflect treatment of such shares as investment securities.
6.For avoidance of doubt, please confirm that: (i) for all purposes, you are treating the
Company’s holdings in the Evtec Group as “investment securities” under Section 3(a)(2)
of the 1940 Act; and (ii) that you are not treating the Evtec Group or any of its constituent
entities as a “majority owned subsidiary” of the Company under Section 3(a)(2) of the
1940 Act. Please also discuss supplementally whether and to what extent the Company’s
relationship to and transactions with the Evtec Group have an impact on the Company’s
ability to rely on the exclusion provided by Section 3(b)(1) of the 1940 Act.
Form 10-Q for Quarter Ended June 30, 2024
Controls and Procedures
Evaluation of Disclosure Controls and Procedures, page 31
7.Consistent with comment 4 in our letter dated June 13, 2024, please revise to disclose the
conclusion of your principal executive officer and principal financial officer as to the
effectiveness of disclosure controls and procedures based upon the full definition
contained in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. In
this regard, your disclosure states that your disclosure controls and procedures were
effective to provide reasonable assurance that information required to be disclosed by the
Company is accumulated and communicated to the appropriate management on a basis
that permits timely decisions regarding required disclosure. Tell us and revise to disclose
whether your assessment also included whether your controls and other procedures were
designed to ensure that information required to be disclosed in your reports is recorded,
processed, summarized and reported timely.

September 24, 2024
Page 3
            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.
            Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Marion Graham at 202-551-6521 or Kathleen Krebs at 202-551-3350 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jeffrey McPhaul, Esq.

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			2728 N. Harwood Street

			Suite 500

			Dallas, TX 75201
			214.745.5400 OFFICE

			214.745.5390 FAX

			winstead.com

August 15, 2024

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

			Re:

			Blackboxstocks Inc.

Form 10-K for the fiscal year ended December 31, 2023

File No. 001-41051

Ladies and Gentlemen:

On behalf of Blackboxstocks Inc. (the “Company”), we hereby respond as follows to the comment letter from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated August 7, 2024, relating to the above-referenced Annual Report on Form 10-K (the “Annual Report”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Annual Report. For the Staff’s convenience, we have recited the comments in the Staff’s letter below in italics, and set forth the Company’s responses in regular font immediately thereafter.

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

General

			1.

			We note your active solicitation of the public to use your product to effect customer securities transactions through your platform and that you provide certain analytics, including your GoNoGo Trend® indicator, that appear to advise investors on the merits of particular trades. Please provide a detailed analysis of why you are not required to register as a broker under the Securities Act of 1934.

Response: Under Section 15(a)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), unless an exception is available, it is generally unlawful for a “broker” or a “dealer” to make use of the mails or any means or instrumentality of interstate commerce to effect any transactions in, or to induce or attempt to induce the purchase or sale of, any security (with certain exceptions), unless the broker or dealer is registered with the Commission.1 Section 3(a)(4) of the Exchange Act defines a “broker” as “any person engaged in the business in the business of effecting transactions in securities for the account of others.”2 The definition focuses on three elements such that a broker must: (i) be “engaged in the business,” (ii) of “effecting transactions in securities,” (iii) “for the account of others.”3 Often, courts apply a “facts and circumstances” analysis in evaluating whether a person has acted as a broker, with no single element being dispositive.4 The Company has outlined below the reasoning for its good-faith belief that it does not meet the definition of a “broker,” and thus, is not required to register as such under the Exchange Act.

1 Exchange Act § 15(a)(1).

2 Exchange Act § 3(a)(9).

3 Robert L.D. Colby, Lanny A. Schwartz and Zachary J. Zweihorn, What Is a Broker-Dealer? in Broker-Dealer Regulation § 2:2.1 (Clifford E. Kirsch ed., 2020).

4 Id.

“Engaged in the Business”

This element has been interpreted by courts to suggest a certain “regularity” of participation in purchasing and selling activities rather than a few isolated transactions, with two important factors to consider when determining such “regularity of business”: (i) the number of transactions and clients, and (ii) the dollar amount of securities sold.5 The Company itself does not participate in any purchasing and selling activities on behalf of investors or issuers. Rather, the Company serves as a subscription-based financial technology platform that offers real-time proprietary analytics, stock and options news, and other educational materials. In other words, the Company does not participate in purchasing and selling activities, but rather, makes financial data available to persons who may decide to purchase or sell securities. Therefore, the Company does not participate in and is not engaged in the business of purchasing and selling activities for its subscribers.

In addition, courts and the Commission have identified other factors which indicate that a person is “engaged in the business,” including (i) receiving transaction-related compensation, (ii) holding oneself out as a broker, as executing trades, or as assisting others in settling securities transactions, and (iii) soliciting securities transactions (including advertising).6 In the Commission’s no-action guidance and enforcement actions, receiving commissions or transaction-related compensation (i.e., compensation based, directly or indirectly, on the size, value or completion of any securities transactions) is one of the determinative factors in deciding whether a person is a “broker.”7 First, the Company does not receive any such transaction-related compensation. The Company employs a subscription-based Software as a Service business model in which subscribers pay a set fee for monthly or yearly subscriptions to the Company’s software platform which is not in any way based upon the size, value or completion of any subscriber’s transactions in securities. If any subscriber wishes to complete a securities transaction based on the information provided by the Company’s software platform, the subscriber must do so through a stock broker or otherwise outside of the Company’s platform, and the Company receives no compensation based on any such securities transaction. Second, the Company does not hold itself out as a broker, as executing trades, or assisting others in settling securities transactions. Rather, the Company maintains trading integrations with the online brokerages E*Trade and TradeStation which allow the Company’s subscribing members to execute trades through E*Trade or TradeStation via a link from the Company’s platform interface. The trades themselves are executed by and through the brokers trading platforms, and the Company simply integrates access to such brokerages within its platform. Finally, the Company does not solicit securities transactions. Rather, the Company’s platform is comprised solely of stock and options trading analytics, and educational programs and resources.

Because the Company does not satisfy any of the factors outlined above, the Company believes that it does not meet the “engaged in the business” element in the definition of “broker” under the Exchange Act.

“Effecting Transactions in Securities”

According to courts and the Commission a person “effects transactions in securities” if the person participates in such transactions “at key points in the chain of distribution.”8 Such participation may include, a number of activities varying in level of importance.

Stronger indicators include (i) assisting an issuer to structure prospective securities transactions, (ii) soliciting securities transactions (including advertising), and (iii) taking, routing, or matching orders, or facilitating the execution of a securities transaction.9 The Company does not assist issuers in structuring prospective securities transactions. As stated above, the Company does not solicit securities transactions, but rather, maintains a platform comprised solely of stock and options trading analytics, and educational programs and resources. Finally, the Company does not take, route, or match orders or facilitate the execution of securities transactions. Moderate indicators include (iv) helping an issuer to identify potential purchasers of securities and (v) handling customer funds or securities, neither of which are services offered or undertaken by the Company.10 Weaker indicators include (vi) making evaluations as to the merits of an investment or giving advice and (vii) preparing and sending transaction confirmations (other than on behalf of a broker-dealer that executes trades).11 While the Company does provide stock and options trading analytics through features such as real-time proprietary alerts, stocks and options scanners, financial news, institutional grade charting and proprietary analytics to its users, the Company does not make evaluations as to the merits of an investment or give advice to its customers. The Company’s features simply display financial information to the users which the users must then use to make their own investment decisions. For example, the Commission noted the “GoNoGo Trend® indicator, that appear[s] to advise investors on the merits of particular trades.” This feature is a non-exclusive, licensed product that has been integrated into the Company’s software platform that displays a color-coded system regarding the strength of a stock’s momentum using multiple technical indicators. As stated on the Company’s website, a subscriber’s use of this indicator is not as simple as buying or selling when a specific color appears and should be used in combination with other indicators for more informed trading decisions. In addition, the Company does not prepare or send transaction confirmations as such confirmations are handled by online brokerages (i.e., E*Trade and TradeStation). Other indicators include (viii) screening potential participants in a transaction for creditworthiness and (xi) negotiating between the issuer and the investor.12 The Company does not offer any products or services related to creditworthiness or negotiation between issuers and investors.

5 See Robert L.D. Colby, Lanny A. Schwartz and Zachary J. Zweihorn, What Is a Broker-Dealer? in Broker-Dealer Regulation § 2:2.4 (Clifford E. Kirsch ed., 2020) (and the sources cited therein).

6 Id.

7 See Robert L.D. Colby, Lanny A. Schwartz and Zachary J. Zweihorn, What Is a Broker-Dealer? in Broker-Dealer Regulation § 2:2.6 (Clifford E. Kirsch ed., 2020) (and the sources cited therein).

8 See Robert L.D. Colby, Lanny A. Schwartz and Zachary J. Zweihorn, What Is a Broker-Dealer? in Broker-Dealer Regulation § 2:2.2 (Clifford E. Kirsch ed., 2020) (and the sources cited therein).

9 Id.

10 Id.

11 Id.

12 Id.

Many of the factors listed above are not in themselves sufficient to trigger broker registration, but rather indicate broker activity in conjunction with other criteria, especially the presence of transaction-related compensation.13 As stated above, the Company earns money through set monthly or annual customer subscription fees as opposed to transaction-related compensation, and because the Company does not satisfy the factors listed above, the Company does not believe it meets the “effecting transactions in securities element” in the definition of “broker” under the Exchange Act.

“For the Account of Others”

In order to be considered a “broker,” a person must be in the business of effecting transactions in securities for others, not itself.14 The Company does not have any authority or control over the securities accounts of its subscribers.

Based upon the foregoing analysis it is clear that the Company is not a broker and therefore is not required to register as such under the Exchange Act.

			2.

			Please provide a comprehensive legal analysis regarding whether the Company (or any of its subsidiaries) currently meets the definition of an “investment company” under Section 3(a)(1)(A) of the Investment Company Act of 1940 (the “1940 Act”) or met such definition at any point during the most recent 12 fiscal quarters. In your response, please address, in detail, each of the factors outlined in Tonapah Mining Company of Nevada, 26 SEC 426 (1947) and provide legal and factual support for your analysis of each such factor.

Response: The Company is not an investment company under Section 3(a)(1)(A) of the 1940 Act because it is not, and does not hold itself out as being, primarily engaged in the business of investing, reinvesting, or trading in securities.

The 1940 Act contains two primary tests for identifying an investment company, both of which must be considered independently. The Company could be deemed an investment company under Section 3(a)(1)(A) if it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities. Alternatively, the Company could be deemed an investment company under Section 3(a)(1)(C) if it is engaged in, or proposes to engage in, the business of investing, reinvesting or trading in securities and owns, or proposes to acquire, “investment securities” having a value exceeding 40% of the value of its total assets (exclusive of cash items and government securities) on an unconsolidated basis.

13 Id.

14 Robert L.D. Colby, Lanny A. Schwartz and Zachary J. Zweihorn, What Is a Broker-Dealer? in Broker-Dealer Regulation § 2:2.5 (Clifford E. Kirsch ed., 2020) (and the sources cited therein).

Sections 3(b) and 3(c) of the 1940 Act, as well as certain rules promulgated under these and other provisions of the 1940 Act, provide certain exclusions or exceptions from the foregoing definitions. Notably, Section 3(b)(1) contains one of the many statutory exceptions to the definition of “investment company.” That section states that, notwithstanding Section 3(a)(1)(C), “[a]ny issuer primarily engaged, directly or through a wholly-owned subsidiary or subsidiaries, in a business or businesses other than that of investing, reinvesting, owning, holding, or trading in securities” is not an investment company within the meaning of the 1940 Act.

Whether an issuer is engaged primarily in the “business of investing, reinvesting, or trading in securities” under Section 3(a)(1)(A) or is primarily engaged in a “business or businesses other than that of investing, reinvesting, owning, holding, or trading in securities” under Section 3(b)(1) is in each case largely a factual question, and the answer depends upon the actual business activities of the issuer.15 The primary test to determine whether an issuer is “primarily engaged” in a business for purposes of Section 3(a)(1)(A) and Section 3(b)(1) is the five-factor analysis (the “Tonopah Factors”) described in Tonopah Mining Corp. of Nevada, 26 S.E.C. 426 (1947) (hereinafter “Tonopah”), with an emphasis on how a reasonable investor would view the issuer when considering the totality of such factors.16 Specifically, the Tonopah Factors require analysis of (1) an issuer’s historical development, (2) its public representations of policy, (3) the activities of its officers and directors and, most importantly, (4) the nature of its present assets and (5) the sources of its present income. The Company believes that an analysis of each of these factors demonstrates that the Company does not fall within the definition of an investment company under Section 3(a)(1)(A) and that it is able to rely on Section 3(b)(1), separate and apart from the analysis of the Company under Section 3(a)(1)(C).

As requested, the Company has set forth below its analysis of each of the Tonopah Factors as follows:

Historical Development. Since December 1, 2015, the Company has engaged either directly, and beginning in 2024, indirectly through its sole wholly owned operating subsidiary, Blackbox.io Inc., in the business of developing and operating a financial technology platform with integrated analytical tools. The Company has, during such period, consistently developed and operated its platform on which subscribers can obtain access to data, utilize software tools and engage in educational livestreaming, access a wide array of video and graphic content, and participate in community events and discussions. Among other steps the Company has taken in furtherance of its business, the Company has engaged in research, development and marketing of its proprietary technology, platform and related services; made its platform available online to retail subscribers for set monthly and/or annual fees; and supported technology initiatives that are consistent with its commercial purposes. Revenues from the Company’s business have been primarily derived from subscription and licensing of its software. The history of the Company demonstrates the Company has had primary, significant, consistent and continuous commercial

August 7, 2024
Gust Kepler
President and Chief Executive Officer
Blackboxstocks Inc.
5430 LBJ Freeway, Suite 1485
Dallas, Texas 75240
Re:Blackboxstocks Inc.
Form 10-K for the fiscal year ended December 31, 2023
File No. 001-41051
Dear Gust Kepler:
            We have reviewed your filing and June 20, 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.
Form 10-K for the Fiscal Year Ended December 31, 2023
General
1.We note your active solicitation of the public to use your product to effect customer
securities transactions through your platform and that you provide certain analytics,
including your GoNoGo Trend® indicator, that appear to advise investors on the merits of
particular trades. Please provide a detailed analysis of why you are not required to register
as a broker under the Securities Act of 1934.
2.Please provide a comprehensive legal analysis regarding whether the Company (or any of
its subsidiaries) currently meets the definition of an “investment company” under Section
3(a)(1)(A) of the Investment Company Act of 1940 (the “1940 Act”) or met such
definition at any point during the most recent 12 fiscal quarters. In your response, please
address, in detail, each of the factors outlined in  Tonapah Mining Company of Nevada , 26
SEC 426 (1947) and provide legal and factual support for your analysis of each such
factor.

August 7, 2024
Page 2
3.Please provide a comprehensive legal analysis regarding whether the Company (or any of
its subsidiaries) currently meets the definition of an “investment company” under Section
3(a)(1)(C) of the 1940 Act or met such definition at any point during the most recent 12
fiscal quarters. Please include in your analysis all relevant calculations under Section
3(a)(1)(C), identifying each constituent part of the numerator(s) and denominator(s).
Please also describe and discuss any other substantive determinations and/or
characterizations of assets that are material to your calculations.
4.Please provide a comprehensive legal analysis regarding whether the Company (or any of
its subsidiaries): (i) meets the definition of an “investment adviser” under Section
202(a)(11) of the Investment Advisers Act of 1940 (the “Advisers Act”); and (ii) is
required to register with the Commission under the Advisers Act. If the Company (or any
of its subsidiaries) takes the position that it may rely on an exemption from such
registration, please provide a comprehensive legal analysis supporting the availability of
such exemption.
            Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Marion Graham at 202-551-6521 or Kathleen Krebs at 202-551-3350 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jeffrey McPhaul, Esq.

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June 20, 2024

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

			Re:

			Blackboxstocks Inc.

Form 10-K for the fiscal year ended December 31, 2023

File No. 001-41051

Ladies and Gentlemen:

On behalf of Blackboxstocks Inc. (the “Company”), we hereby respond as follows to the comment letter from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated June 13, 2024, relating to the above-referenced Annual Report on Form 10-K (the “Annual Report”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Annual Report. For the Staff’s convenience, we have recited the comments in the Staff’s letter below in italics, and set forth the Company’s responses in regular font immediately thereafter.

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

Balance Sheets, page F-2

			1.

			We note that you include right of use lease assets within the subtotal of property and equipment. Explain why the presentation of right of use assets together with owned assets is appropriate considering they are subject to different risks. Refer to ASC 842-30-50-13.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company believes, for the following reasons, that the inclusion of the right of use assets as a line item within Property and Equipment is not likely to cause confusion for users of the financial statements. ASC 842-20-45-10 states that “… a lessee shall either present in the statement of financial position or disclose in the notes … operating lease right-of-use assets separately from each other and from other assets.” Pursuant to ASC 842-20-45-10, the Company presents the right of use assets and liabilities as separate line items on its balance sheet and differentiates between short-term and long-term liabilities. In addition, the Company appropriately discloses its accounting policies with respect to right of use assets and liabilities separately within Note 2 and Note 9. In light of the Staff’s comment, the Company will undertake to list right of use assets separately from Property and Equipment in future filings. The Company also respectfully advises the Staff that ASC 842-30-50-13 as cited by the Staff relates to accounting for Lessors.

Notes to Financial Statements, page F-6

			2.

			We note your disclosure elsewhere that you “maintain a growing base of members that spans over 40 countries.” Please revise to disclose geographic information pursuant to ASC 280-10-50-41.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that for the year ended December 31, 2023, entity wide disclosures under ASC 280-10-50-41 for revenues from external customers attributed to, and the amount of long-lived assets in, an individual foreign country were not disclosed because it was impracticable to do so and such amounts were not material. While the Company does not have complete information on the country of origin for all of its subscribers, the Company believes that over 90% of its revenues are attributable to U.S. based subscribers and no other single country has a material number of subscribers. The Company believes it is currently impractical to delineate the country of origin for all of its subscribers. Finally, as a SaaS based platform, the Company does not have any assets or operations outside of the U.S.

Note 2. Summary of Significant Accounting Policies, page F-8

			3.

			Please tell us why 2,400,000 Series B Convertible Preferred Shares are included as potential additional dilutive securities outstanding at December 31, 2023 considering your disclosure elsewhere that the Series B Stock was forfeited and cancelled by Evtec Group as of the date of the Forfeiture Agreement of November 28, 2023.

Response: The Company acknowledges that the 2,400,000 Series B Convertible Preferred Shares (the “Series B Shares”) were cancelled by the Company as of the date of the Forfeiture Agreement. As such, the 2,400,000 Series B Shares should have been excluded as a potentially dilutive security subsequent to November 28, 2023. The Company respectfully advises the Staff that it will undertake to ensure that future filings do not include the Series B Shares as potential additional dilutive securities, and notes that the Company properly excluded the Series B Shares as potential additional dilutive securities in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures, page 31

			4.

			Please revise to disclose the conclusion of your principal executive officer and principal financial officer as to the effectiveness of disclosure controls and procedures based upon the full definition contained in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. In this regard, your disclosure states that your disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the Company’s periodic filings under the Exchange Act is accumulated and communicated to your management to allow timely decisions regarding required disclosure. Tell us and revise to disclose whether your assessment also included whether your controls and other procedures were designed to ensure that information required to be disclosed in your reports is recorded, processed, summarized and reported timely. Also revise your evaluation of disclosure controls and procedures in the Form 10-Q for the quarterly period ended March 31, 2024, accordingly.

Response: The Company confirms that management’s conclusions set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 with respect to the Company’s disclosure controls and procedures were on the basis of the full definition of disclosure controls and procedures in Exchange Act rules 13a-15(e) and 15d-15(e). Specifically, the Company confirms that such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated the appropriate management on a basis that permits timely decisions regarding disclosure. Based upon that evaluation, the Company's principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures as of December 31, 2023 were effective to provide reasonable assurance that information required to be disclosed in the Company’s periodic filings under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated the appropriate management on a basis that permits timely decisions regarding disclosure.

The Company respectfully advises the Staff that it will undertake to ensure that future filings containing such disclosures will reflect management’s conclusion in regard to the Company’s disclosure controls and procedures as fully defined in Exchange Act Rules 12a-15(e) and 15d-15(e).

Management’s Annual Report on Internal Control Over Financial Reporting, page 32

			5.

			Please also identify the version of the COSO Framework (i.e., the 2013 framework) you used in your evaluation of the Company’s internal control over financial reporting. Refer to Item 308(a)(2) of Regulation S-K.

Response: The Company respectfully advises the Staff that its principal executive officer and principal financial officer assessed the effectiveness of internal control over financial reporting as of December 31, 2023 based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO Framework. The Company respectfully advises the Staff that it will undertake to ensure that future filings containing such disclosures will, if applicable, identify the relevant version of framework upon which the evaluation is based.

If you have any additional questions regarding the above, please contact me by phone at (214) 745-5394 or e-mail at jmcphaul@winstead.com.

			Sincerely,

			/s/ Jeffrey M. McPhaul

			Jeffrey M. McPhaul

			Cc:

			Gust Kepler (President & Chief Executive Officer, Blackboxstocks Inc.)

Robert Winspear (Chief Financial Officer, Blackboxstocks Inc.)

United States securities and exchange commission logo
June 13, 2024
Gust Kepler
President and Chief Executive Officer
Blackboxstocks Inc.
5430 LBJ Freeway, Suite 1485
Dallas, Texas 75240
Re:Blackboxstocks Inc.
Form 10-K for the fiscal year ended December 31, 2023
File No. 001-41051
Dear Gust Kepler:
            We have reviewed your filing 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.
Form 10-K for the Fiscal Year Ended December 31, 2023
Balance Sheets, page F-2
1.We note that you include right of use lease assets within the subtotal of property and
equipment. Explain why the presentation of right of use assets together with owned assets
is appropriate considering they are subject to different risks. Refer to ASC 842-30-50-13.
Notes to Financial Statements, page F-6
2.We note your disclosure elsewhere that you “maintain a growing base of members that
spans over 40 countries.” Please revise to disclose geographic information pursuant to
ASC 280-10-50-41.
Note 2. Summary of Significant Accounting Policies, page F-8
3.Please tell us why 2,400,000 Series B Convertible Preferred Shares are included as
potential additional dilutive securities outstanding at December 31, 2023 considering your
disclosure elsewhere that the Series B Stock was forfeited and cancelled by Evtec Group
as of the date of the Forfeiture Agreement of November 28, 2023.

 FirstName LastNameGust Kepler
 Comapany NameBlackboxstocks Inc.
 June 13, 2024 Page 2
 FirstName LastName
Gust Kepler
Blackboxstocks Inc.
June 13, 2024
Page 2
Controls and Procedures
Evaluation of Disclosure Controls and Procedures, page 31
4.Please revise to disclose the conclusion of your principal executive officer and principal
financial officer as to the effectiveness of disclosure controls and procedures based upon
the full definition contained in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange
Act of 1934. In this regard, your disclosure states that your disclosure controls and
procedures were effective to provide reasonable assurance that information required to be
disclosed in the Company’s periodic filings under the Exchange Act is accumulated and
communicated to your management to allow timely decisions regarding required
disclosure. Tell us and revise to disclose whether your assessment also included whether
your controls and other procedures were designed to ensure that information required to
be disclosed in your reports is recorded, processed, summarized and reported timely. Also
revise your evaluation of disclosure controls and procedures in the Form 10-Q for the
quarterly period ended March 31, 2024, accordingly.
Management's Annual Report on Internal Control Over Financial Reporting, page 32
5.Please also identify the version of the COSO Framework (i.e., the 2013 framework) you
used in your evaluation of the Company's internal control over financial reporting. Refer
to Item 308(a)(2) of Regulation S-K.
            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.
            Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jeffrey McPhaul

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November 5, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			Re:

			Blackboxstocks Inc.

			Registration Statement on Form S-1, as amended

			File No. 333-260065

			Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Alexander Capital, L.P., as the representative of the several underwriters, hereby joins in the request of Blackboxstocks Inc. for acceleration of the effective date of the above-referenced registration statement on Form S-1, as amended (the “Registration Statement”), so that it becomes effective as of 5:00 p.m. Eastern Time on Tuesday, November 9, 2021, or as soon thereafter as possible.

Pursuant to Rule 460 of the General Rules and Regulations of the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the distribution of the securities, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned has and will comply, and it has been informed or will be informed by any participating dealers that they have complied or will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page to Follow]

			Very truly yours,

			ALEXANDER CAPITAL, L.P.

			As Representative of the Several Underwriters

			Named in the Underwriting Agreement

			By:

			/s/ Jonathan Gazdak

			Name: Jonathan Gazdak

			Title:   Managing Director

[Signature Page to Underwriters’ Acceleration Request]

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November 5, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re:         Blackboxstocks, Inc.

Registration Statement on Form S-1

File No. 333-260065

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective at 5:00 p.m. Eastern Time on Tuesday, November 9, 2021, or as soon thereafter as is practicable.

Please contact Jeff McPhaul with Winstead PC at (214) 745-5394 once the Registration Statement is declared effective.

			BLACKBOXSTOCKS, INC.

			By:

			/s/ Gust Kepler

			Gust Kepler

			Chief Executive Officer

United States securities and exchange commission logo
September 22, 2021
Gust Kepler
Chief Executive Officer
Blackboxstocks, Inc.
5430 LBJ Freeway, Suite 1485
Dallas, TX 75240
Re:Blackboxstocks, Inc.
Draft Registration Statement on Form S-1
Submitted September 21, 2021
CIK No. 0001567900
Dear Mr. Kepler:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested effective date of the
registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Jeffrey Kauten, Staff Attorney, at (202) 551-3447 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jeff McPhaul, Esq.