CORRESP 1 filename1.htm

 

BTCS INC.

1901 N Moore St, Suite 700

Arlington, VA 22209

 

February 8, 2016

 

VIA EDGAR

 

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

 

Re: BTCS Inc. f/k/a Bitcoin Shop, Inc.
  Registration Statement on Form S-1
  File No. 333-205277

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, BTCS Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 4:00pm, Eastern Time, on February 9, 2016, or as soon thereafter as possible.

 

We hereby acknowledge that:

 

  should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
     
  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
     
  the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

  Very truly yours,
     
  By: /s/ Charles Allen
  Name: Charles Allen
  Title: Chief Executive Officer