October 13, 2020
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
|Re:||Riot Blockchain, Inc.
Registration Statement on Form S-3 (File No. 333-249356)
Request for Acceleration of Effectiveness
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Riot Blockchain, Inc. (the “Registrant”) hereby requests that its Registration Statement on Form S-3, filed as of October 7, 2020 (File No. 333-249356) (the “Registration Statement”), be declared effective at 5:00 p.m. Eastern Time, on Thursday, October 15, 2020, or as soon thereafter as practicable. The Registrant 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 offering of the securities specified in the Registration Statement.
The Registrant hereby authorizes William R. Jackman, Esq. of Rogers Towers, P.A., counsel to the Registrant, to orally modify or withdraw this request for acceleration.
Please call William R. Jackman, Esq. of Rogers Towers, P.A., counsel to the Registrant, at (904) 346–5551, as soon as the Registration Statement has been declared effective, or if you have any questions or concerns regarding this matter.
Very truly yours,
Riot Blockchain, Inc.
By: /s/ Jeffrey G. McGonegal
Jeffrey G. McGonegal,
Chief Executive Officer and
Chief Financial Officer
cc: William R. Jackman, Esq.,
Rogers Towers, P.A.