T-3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-3

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

BlockFi Lending LLC

(Name of Applicant)

201 Montgomery Street, Suite 263

Jersey City, New Jersey 07302

(Address of Principal Executive Offices)

SECURITIES TO BE ISSUED UNDER THE

INDENTURE TO BE QUALIFIED


Title of Class		Amount
BlockFi Interest Accounts		Unlimited

Approximate date of proposed public offering:

As soon as practicable after the date of this Application for Qualification.

Jonathan Mayers

201 Montgomery Street, Suite 263

Jersey City, New Jersey 07302

(646) 779-9688

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Robert E. Buckholz

C. Andrew Gerlach

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

(212) 558-4000

The obligor hereby amends this application for qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this application, or (ii) such date as the Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, as amended, may determine upon the written request of the obligor.

GENERAL

1.	General Information

(a)	BlockFi Lending LLC (the “Company”) is a limited liability company.

(b)	The Company was organized under the laws of the State of Delaware.

2.	Securities Act Exemption Available

The Company provides an interest-bearing account called the BlockFi Interest Account (“Account”), which allows holders to earn interest on supported digital assets. The Accounts are governed by the Indenture (as defined below), to be qualified under this Application for Qualification on Form T-3.

To the extent a change in the interest rates payable on the Accounts is deemed to constitute an offer to exchange securities under the Securities Act of 1933, as amended (the “Securities Act”), the transaction is exempt from registration pursuant to Section 3(a)(9) of the Securities Act. No sales of securities of the same class as the Accounts will be made by the Company or by or through an underwriter at or about the same time as the transaction for which the exemption is claimed. No consideration has been, or is to be, given, directly or indirectly, to any person in connection with the transaction for which the exemption is claimed, except for customary fees and expenses paid to the Trustee under the Indenture to be qualified. No holder of the Accounts has made or will be requested to make any cash payment to the Company in connection with the transaction for which the exemption is claimed. Pursuant to the Indenture, the Company will not offer Accounts to new customers in the United States or accept further investments or funds in the Accounts by current holders in the United States.

AFFILIATIONS

3.	Affiliates

The Company is a wholly-owned subsidiary of BlockFi Inc., a corporation organized under the laws of the State of Delaware. Certain directors and executive officers of the Company may also be deemed to be “affiliates” of the Company by virtue of their positions with the Company. See Item 4, “Directors and Executive Officers.” The following is a list of all other affiliates of the Company as of February 14, 2022, each of which are wholly owned by the identified parent entity, except where otherwise noted:


Name of Affiliate	Jurisdiction of Organization	Parent Entity
BlockFi Asia PTE. Ltd.	Singapore	BlockFi Holding UK Limited
BlockFi Cayman LLC	Cayman Islands	BlockFi Lending LLC
BlockFi Holding UK Limited	England and Wales	BlockFi Inc.
BlockFi International Ltd.	Bermuda	BlockFi Inc.
BlockFi Lending II LLC	Delaware	BlockFi Lending LLC
BlockFi NB LLC	Delaware	BlockFi Inc.⁽¹⁾
BlockFi Services, Inc.	Delaware	BlockFi Inc.
BlockFi Trading LLC	Delaware	BlockFi Inc.
BlockFi UK Limited	England and Wales	BlockFi Holding UK Limited
BlockFi Ventures LLC	Delaware	BlockFi Inc.
BlockFi Wallet LLC	Delaware	BlockFi Inc.

⁽¹⁾	BlockFi Inc. owns 50% of the voting securities of BlockFi NB LLC.

MANAGEMENT AND CONTROL

4.	Directors and Executive Officers

The following table lists the names of all directors and executive officers of the Company as of February 14, 2022. The mailing address for each executive officer and director listed below is 201 Montgomery Street, Suite 263, Jersey City, New Jersey 07302.


Name		Office
Zachary L. Prince		President
Florencia M. Marquez		Senior Vice President
Tony Lauro II		Chief Financial Officer, Treasurer
Jonathan M. Mayers		General Counsel, Secretary
David Spack		Chief Compliance Officer

5.	Principal Owners of Voting Securities

The following table provides information as to each person who owns more than 10% of the Company’s outstanding voting securities as of February 14, 2022:

Name and Mailing Address

Title of Class

Amount Owned

Percentage of Voting
Securities Owned

BlockFi Inc.

201 Montgomery Street

Suite 263

Jersey City, New Jersey

07302

Membership Interests

N/A

100

UNDERWRITERS

6.	Underwriters

(a)	The Company has not sold any securities through an underwriter in the preceding three years.

(b)	There are no underwriters for the Accounts proposed to be offered.

CAPITAL SECURITIES

7.	Capitalization

(a) The authorized and outstanding securities of the Company, including the Accounts to the extent the Accounts are deemed to constitute securities under the Securities Act, as of January 31, 2022 were as follows:


Title of Class	Amount Authorized		Amount Outstanding
Membership Interests		N/A		N/A
BlockFi Interest Accounts		Unlimited	$	8,454,996,126⁽¹⁾

⁽¹⁾	A portion of the amount outstanding as of January 31, 2022 represents BlockFi Interest Accounts that, as of the date of this Application for Qualification on Form T-3, are held at BlockFi International Ltd., a subsidiary of BlockFi, Inc.

(b) BlockFi Inc., as the sole member of the Company, has all of the voting rights in the Company. The Accounts do not represent a voting interest in the Company.

INDENTURE SECURITIES

8.	Analysis of Indenture Provisions

The Accounts will be issued under the Indenture (the “Indenture”) between the Company and Ankura Trust Company, LLC, as trustee (the “Trustee”). The following analysis is not a complete description of the provisions of the Indenture and is qualified in its entirety by reference to terms of the Indenture, which is attached as Exhibit T3C hereto. All capitalized and otherwise undefined terms shall have the meanings ascribed to them in the Indenture.

(a) Events of Default; Withholding of Notice

The following events are defined as “events of default” with respect to Accounts: (a) failure to (i) pay interest, if any, when due, or (ii) redeem all or a portion of an Account upon request (but subject to the satisfaction of certain information requests, redemption limits and delivery periods), and in either case, such failure occurs with respect to holders of more than 5% in principal amount of all Accounts then outstanding. and continues for a period of five business days beginning after the payment is due or (b) bankruptcy or insolvency events relating to the Company.

Upon the occurrence of an event of default that is continuing with respect to certain bankruptcy or insolvency events relating to the Company, the principal of and accrued and unpaid interest on all Accounts will become immediately due and payable. In the case of any other event of default that is continuing, the Trustee may in its discretion, and will, subject to its rights and protections in the Indenture, upon receipt of a written request of holders of not less than 25% in principal amount of all Accounts then outstanding, declare the principal of and accrued and unpaid interest on all Accounts immediately due and payable, by notice to the Company.

The Trustee is under no obligation to exercise any of the rights or powers vested under the Indenture at the request or direction of any Account holders, unless, among other things, such holders offer to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

Following the occurrence of a default under the Indenture, the Trustee will provide to holders notice of all uncured defaults known to it as and to the extent provided by the Trust Indenture Act of 1939.

Each year the Company will give the Trustee a statement by certain of the Company’s officers announcing that, to the best of their knowledge, the Company is not in default or, if default has occurred, describing the default.

(b) Authentication and Delivery of New Accounts; Use of Proceeds

The Accounts will be evidenced on the books and records of the Company. Physical certificates representing the Accounts will not be issued.

The Company will not receive any proceeds from the issuance of Accounts which is the result of a change in the interest rates payable on the Accounts, because the Accounts deemed issued as a result of such change in interest rate are deemed issued in exchange for existing Accounts.

The Accounts are unsecured obligations of the Company. As such, the Accounts are not secured by any lien on any property.

(d) Satisfaction and Discharge of the Indenture

The Company may discharge is obligations under the Indenture if: (i) the Company has paid and discharged all amounts then owing in respect of all Accounts then outstanding; (ii) the Company has paid or caused to be paid all other sums payable under the Indenture by the Company; and (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent for discharge of the Indenture have been complied with.

(e) Evidence Required to be Furnished by the Company to the Trustee as to Compliance with the Conditions and Covenants Provided for in the Indenture

The Company is required to deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, stating whether or not to the best knowledge of the signers the Company is in default in the performance and observance of any of the terms, provisions and conditions of the Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

9.	Other Obligors

Other than the Company, no other person is an obligor with respect to the Accounts.

CONTENTS OF APPLICATION FOR QUALIFICATION

This application for qualification comprises:

(a)	Pages numbered 1 to 5, consecutively.

(b)	The statement of eligibility and qualification of the Trustee on Form T-1 (included as Exhibit T3G hereto).

(c)	The following Exhibits in addition to those filed as part of the statement of eligibility and qualification of the trustee:


Exhibit No.		Description

Exhibit T3A		Certificate of Formation of BlockFi Lending LLC

Exhibit T3B		Limited Liability Company Agreement of BlockFi Lending LLC

Exhibit T3C		Form of Indenture between BlockFi Lending LLC and Ankura Trust Company, LLC, as Trustee

Exhibit T3D		Not applicable.

Exhibit T3E		Not applicable.

Exhibit T3F		Cross-reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Sections 310 through 318(a), inclusive, of the Trust Indenture Act of 1939 (included as part of Exhibit T3C herewith)

Exhibit T3G		Statement of eligibility and qualification of the Trustee on Form T-1

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, BlockFi Lending LLC, a limited liability company organized and existing under the laws of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the city of Jersey City, New Jersey, on the 14th day of February, 2022.


(Seal)		BlockFi Lending LLC

Attest:	/s/ Jonathan M. Mayers	By:	/s/ Zachary Lee Prince
	Name: Jonathan M. Mayers		Name: Zachary Lee Prince
	Title: General Counsel, Secretary		Title: President