CORRESP 1 filename1.htm

Correspondence
 
 
 
April 23, 2019

VIA EDGAR

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C.  20549

Attn: Filing Desk

Re:
Riot Blockchain, Inc.
Registration Statement on Form S-3
Filed March 14, 2019, as amended April 23, 2019
File No. 333-230290
 
Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Riot Blockchain, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 filed on March 14, 2019 (File No. 333- 230290), as amended by the Amendment No. 1 filed on April 23, 2019 (together, the “Registration Statement”), to 8:00 a.m. Eastern Time, on Monday, April 29, 2019 or as soon thereafter as practicable. The Company hereby acknowledges its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

Please contact William R. Jackman of Rogers Towers, P.A., counsel to the Company, at (904) 346 – 5551, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.
 
 
Very truly yours,
 
Riot Blockchain, Inc.
 
By:         /s/ Robby Chang
Name:    Robby Chang
Its:         Chief Financial Officer
 

cc:
Jeffrey G. McGonegal, Riot Blockchain, Inc.
William R. Jackman, Esq., Rogers Towers, P.A.