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                              November 17, 2022

       David Hytha
       Chief Financial Officer
       Crypto 1 Acquisition Corp
       1221 Brickell Avenue, Suite 900
       Miami, FL 33131

                                                        Re: Crypto 1
Acquisition Corp
                                                            Form 10-K for the
Year Ended December 31, 2021
                                                            Filed March 31,
2022
                                                            File No. 001-41124

       Dear David Hytha:

              We have reviewed your 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 to these comments, we may have additional comments.

       Form 10-K for the Year Ended December 31, 2021

       Notes to Financial Statements
       Note 8 - Warrants, page F-15

   1.                                                   We note you have
classified the 8,150,000 private placements warrants as equity. Please
                                                        provide us with your
analysis under ASC 815-40 to support your accounting treatment for
                                                        these warrants. As part
of your analysis, please address whether there are any terms or
                                                        provisions in the
warrant agreement that provide for potential changes to the settlement
                                                        amounts that are
dependent upon the characteristics of the holder of the warrant, and if so,
                                                        how you analyzed those
provisions in accordance with the guidance in ASC 815-40. Your
                                                        response should
address, but not be limited to, your disclosure that "the Private Placement
                                                        Warrants will be
exercisable for cash or on a cashless basis, at the holder   s option, and be
                                                        non-redeemable so long
as they are held by the initial purchasers or their permitted
                                                        transferees."
 David Hytha
Crypto 1 Acquisition Corp
November 17, 2022
Page 2
General

2.    With a view toward disclosure, please tell us whether your sponsor is, is
controlled by, or
      has substantial ties with a non-U.S. person. If so, please revise your
disclosure in future
      filings to include disclosure that addresses how this fact could impact
your ability to
      complete your initial business combination. For instance, discuss the
risk to investors that
      you may not be able to complete an initial business combination with a
U.S. target
      company should the transaction be subject to review by a U.S. government
entity, such as
      the Committee on Foreign Investment in the United States (CFIUS), or
ultimately
      prohibited. Disclose that as a result, the pool of potential targets with
which you could
      complete an initial business combination may be limited. Further,
disclose that the time
      necessary for government review of the transaction or a decision to
prohibit the
      transaction could prevent you from completing an initial business
combination and require
      you to liquidate. Disclose the consequences of liquidation to investors,
such as the losses
      of the investment opportunity in a target company, any price appreciation
in the combined
      company, and the warrants, which would expire worthless. Please include
an example of
      your intended disclosure in your response.
        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 Howard Efron at 202-551-3439 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters.



                                                            Sincerely,
FirstName LastNameDavid Hytha
                                                            Division of
Corporation Finance
Comapany NameCrypto 1 Acquisition Corp
                                                            Office of Real
Estate & Construction
November 17, 2022 Page 2
cc:       Jonathan Talcott
FirstName LastName