United States securities and exchange commission logo





                             August 13, 2021

       Justin English
       Chief Executive Officer
       Salt Blockchain Inc.
       c/o Ballard Spahr LLP
       1735 Market Street, 51st Floor
       Philadelphia, PA 19103

                                                        Re: Salt Blockchain
Inc.
                                                            Amendment No. 3 to
Registration Statement on Form 10-12G
                                                            Filed July 27, 2021
                                                            File No. 000-56283

       Dear Mr. English:

              We have reviewed your amended filing and have the following
comments. In some of
       our comments, we may ask you to provide us with information so we may
better understand your
       disclosure.

              Please respond to these comments 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 our
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response and any amendment you may file in
response to these
       comments, we may have additional comments.

       Amendment No. 3 to Registration Statement on Form 10-12G

       General

   1.                                                   We note your response
to comment 13 that the company ended its support for XRP as a
                                                        supported collateral
type following the SEC action involving XRP. However, your
                                                        disclosure throughout
the filing continues to reference XRP as a supported collateral type.
                                                        Please revise as
applicable.
   2.                                                   We note your response
to comment 12 and your revised disclosure that, prior to accepting
                                                        new digital assets, the
Company reviews a number of factors but the Company does not
                                                        have any specific
parameters or limits on such factors and considers a review as a whole
                                                        of such factors when
determining whether to accept a new asset. Please revise your
                                                        disclosure to clarify
the purpose of the review that you conduct and explain how the
 Justin English
FirstName  LastNameJustin English
Salt Blockchain Inc.
Comapany
August  13, NameSalt
            2021     Blockchain Inc.
August
Page  2 13, 2021 Page 2
FirstName LastName
         various factors that you identify inform this purpose. In addition, we
note that you
         identify the "CRC asset rating" as one of the factors that you review.
Please further revise
         to explain this rating system in greater detail and its relevance to
your determination of
         whether to accept a new digital asset as collateral.
3.       We note your response to comment 30 that you do not believe you are an
investment
         company under the Investment Company Act of 1940. Please provide us
with further
         information needed to conduct an analysis under section 3(a)(1)(C) of
the 1940 Act,
         including a detailed list of your assets on an unconsolidated basis
and the value you assign
         to each of them. To the extent applicable, please provide what
exclusion(s) or
         exemption(s) from the 1940 Act you (and/or each of your subsidiaries)
are relying on and
         provide us with detailed legal analysis supporting your determination
that the exclusion or
         exemption is available to you (and/or each of your subsidiaries).
Our Business, page 1

4.       You disclose that your target markets are consumers and commercial
enterprises that hold
         digital assets and are seeking liquidity, primarily in the United
States. Since the majority
         of the collateral you hold (BTC and ETH) is liquid, please revise to
clarify the liquidity
         your target markets are seeking. For example, revise to state that
consumers and
         commercial enterprises do not sell their crypto assets to you, but
instead borrow against
         them. Once the loans are repaid, the crypto assets will be returned to
the borrower.
The Salt Token Terms and Conditions include terms that provide for claims
against Salt to be
resolved through binding arbitration..., page 38

5.       We note your response to comment 8 indicating that you have revised
the SALT Token
         Terms & Conditions to clarify that the binding arbitration, class
action waiver and jury
         trial waiver provisions do not apply to claims under the federal
securities laws.
         Please also revise your registration statement to disclose the same
(e.g., in the penultimate
         risk factor on page 38 and related disclosure on page 84).
Liquidity and Capital Resources, page 52

6.       Please revise your disclosure to explain the purpose(s) for borrowing
USDC. In addition,
         given the large amount of USDC you have borrowed in recent periods,
please revise to
         include a brief discussion explaining how the material features of
your virtual currency
         loan agreements work and their significance to your business
operations and provide
         illustrative examples as appropriate. Your revised disclosure should
address, without
         limitation, the following:
             describe in greater detail the material terms and conditions of
your virtual currency
              loan agreements;
             clarify who keeps any return received on USDC held;
             quantify any fees or payment arrangements, describe the manner in
which they will
              be calculated and timing thereof by and among the counterparties;
and
 Justin English
Salt Blockchain Inc.
August 13, 2021
Page 3
                identify by name the counterparties to the virtual currency
loan agreements or tell us
              why such information is not material to an understanding of your
business.
7.       Please revise this section to include the transactions listed in your
subsequent events
         disclosure on pages F-32 and F-33, as applicable.
Notes to Consolidated Financial Statements
Note 5 - Digital Assets, Net, page F-18

8.       We note you acquired $60.1m and sold $50.1m of digital assets during
the year ended
         December 31, 2020. Please revise to describe the type of the digital
assets you acquired
         and sold, whether the acquisitions and sales involved the exchange of
cash, any related
         gain or loss and the business purpose of these transactions.
        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.

        You may contact David Irving, Staff Accountant, at 202-551-3321 or
Sharon Blume,
Accounting Branch Chief, at 202-551-3474 if you have questions regarding
comments on the
financial statements and related matters. Please contact David Lin, Staff
Attorney, at 202-551-
3552 or Sandra Hunter Berkheimer, Legal Branch Chief, at 202-551-3758 with any
other
questions.



FirstName LastNameJustin English                               Sincerely,
Comapany NameSalt Blockchain Inc.
                                                               Division of
Corporation Finance
August 13, 2021 Page 3                                         Office of
Finance
FirstName LastName