RocketFuel Blockchain, Inc.

201 Spear Street, Suite 1100

San Francisco, CA 94105

(424) 256-8560 ● (310) 388-0582 (fax)

Bennett J. Yankowitz

Chief Financial Officer

b.yankowitz@rocketfuel.inc

February 27, 2024

Securities and Exchange Commission

Washington, D.C. 20549

Re: Comment Letter dated January 18, 2024

Ladies and Gentlemen:

This letter responds to the comments made to RocketFuel Blockchain, Inc. (“we” or the “Company”) in your letter of January 18. 2024 regarding the Company’s Annual Report on Form 10-K filed with the Commission on August 21, 2023 (the “10-K”) and the Company’s Quarterly Report on Form 10-Q filed with the Commission on October 16, 2023 (the “10-Q”). The numbered paragraphs below correspond to the numbered comments in your letter.

1. In future filings we will remove all references to potential token-based financings. For example, in the Risk Factor on page 9 of the 10-K entitled “We have limited capital resources, and we will need to raise additional capital through additional funding raises. Such funding, if obtained, could result in substantial dilution,” we will remove the reference to token-based financings. As we are not pursuing the RPay token offering, we have removed all references to it from our website.

2. We have removed all references to the RPay tokens from our website. We have not issued any such tokens. We are not taking any actions to develop, design, program or mint tokens, and it is doubtful that we ever would. In future filings, we will disclose the factors we will consider when determining whether to begin a token program and address the risks related to a token program. Our loyalty program is currently under development and, due to priorities set by ACI, we have not begun the design of the features of the program. It will ultimately be modeled on a points program similar to those used by airlines and other retail companies, where shoppers will earn points that can be redeemed for purchases on any site that has integrated the RocketFuel payment system. A copy of our Interface Development Agreement with ACI is attached.

3. The requested disclosure is as follows:

On September 30, 2022 we entered into an Interface Development Agreement with ACI Worldwide Corp. (“ACI”) pursuant to which we agreed to develop a white-label loyalty program for ACI for a fee of $60,000. The agreement is subject to termination by either party upon 30 days’ notice of a breach of the agreement, during which time the breaching party has the right to cure the breach. The scope of the deliverables under the agreement are the delivery of a mobile application for the loyalty program, a dashboard to configure, post and track offers, and APIs for feeding shopper data to the loyalty platform and for creating or adding discounts to the platform. Excluded from the scope of work is the creation of coins or tokens, NFT’s, and plugins for online stores.

The Interface Development Agreement is separate from a Strategic Alliance Agreement entered into between ACI and us on February 10, 2022.

You have asked us how we considered Item 601(b)(10)(ii)(B) of Regulation S-K in determining whether to file the Interface Development Agreement as an exhibit to the Form 10-K. That Item states:

If the contract is such as ordinarily accompanies the kind of business conducted by the registrant and its subsidiaries, it will be deemed to have been made in the ordinary course of business and need not be filed unless it falls within one or more of the following categories, in which case it shall be filed except where immaterial in amount or significance: . . . .

(B) Any contract upon which the registrant’s business is substantially dependent, as in the case of continuing contracts to sell the major part of registrant’s products or services or to purchase the major part of registrant’s requirements of goods, services or raw materials or any franchise or license or other agreement to use a patent, formula, trade secret, process or trade name upon which registrant’s business depends to a material extent . . . .

We did not file the Interface Development Agreement as an exhibit to the 10-K because it is an agreement for the development of software for a fee, which we believe was made in the ordinary course of business. Furthermore, we do not believe that our business is substantially dependent on developing the loyalty program for ACI, and in particular the services subject to the Interface Development Agreement.

4. The requested disclosure is as follows:

We currently have no plans to issue tradeable tokens and it is unlikely we would do so in the future. However, if we do determine to issue tokens in the future, our internal procedures and policies that we will use to determine whether any tokens we issue and any staking programs we offer are securities under Section 2(a)(1) of the Securities Act of 1933 will include a detailed review by outside, independent securities counsel. Any such determinations would be risk-based judgments made by us and not a legal standard or determination binding any regulatory body or court.

5. & 6. Our revised disclosure is as follows:

Cryptocurrencies and other digital assets are currently subject to many different, and potentially overlapping, regulatory regimes, and may in the future be subject to different regulatory regimes than those that are currently in effect. There can be no assurance that we will be able to comply with all of the regulatory regimes that currently apply or may be applied in the future to cryptocurrencies and digital assets.

The SEC and its staff have taken the position that certain cryptocurrencies fall within the definition of a “security” under the U.S. federal securities laws, and it is possible the SEC may take this position with respect to other assets that may be bought, sold, converted, spent and sent on our platform. The legal test for determining whether any given asset is a security is a highly complex, fact-driven analysis that evolves over time, and the outcome is difficult to predict. The SEC generally has not provided advance guidance or confirmation on the status of any particular cryptocurrency as a security. Furthermore, the SEC’s views in this area have evolved over time, and it is difficult to predict the direction or timing of any continuing evolution. It is also possible that a change in the governing administration or the appointment of new SEC commissioners could substantially impact the views of the SEC and its staff. To date, public statements by senior officials at the SEC indicate that the SEC does not intend to take the position that bitcoin or ether are securities in their current form; however, these are the only cryptocurrencies as to which senior officials at the SEC have publicly expressed such a view. Moreover, sSuch statements do not represent SEC rules or official policy statements by the SEC; they reflect only the speakers’ views and are not binding on the SEC or any other agency or court and cannot be generalized to any other cryptocurrency or other asset. With respect to all other cryptocurrencies, there is currently no certainty under the existing securities laws to determine that such assets are not securities; though tThe SEC’s Strategic Hub for Innovation and Financial Technology published a framework for analyzing whether any given cryptocurrency is a security in April 2019,. While this framework is also not a rule, regulation or statement of the SEC and is not binding on the SEC. With that said, the current SEC Chairman, Gary Gensler, has repeatedly indicated in remarks to various forums, including the U.S. Congress, that some cryptocurrencies and related products and services may qualify as securities and accordingly be subject to SEC oversight and regulation. Chairman Gensler further referred to the cryptocurrency industry as the “Wild West” and called for more consistent and clear regulation of this sector. The SEC, as well as other regulators, seem increasingly fixated on the regulation of cryptocurrencies, which may impact our business. There also remains significant unclarity over whether individual cryptocurrencies or cryptocurrencies backed by local currencies (stablecoins) will be deemed as “securities.”

We currently operate both in the United States and internationally and will be required to comply with the securities (and other) laws of those jurisdictions as we do so. Foreign jurisdictions have varying approaches to classifying cryptocurrencies as “securities,” and certain cryptocurrencies and other assets may be deemed to be a “security” under the laws of some jurisdictions, but not others. Various non-U.S. jurisdictions may, in the future, adopt additional laws, regulations, or directives that affect the characterization of cryptocurrencies and other assets as “securities.”

The classification of an asset as a security under applicable law has wide-ranging implications for the regulatory obligations that flow from the offer, sale, trading and clearing of such assets. For example, an asset that is a security in the United States may generally only be offered or sold in the United States pursuant to a registration statement filed with the SEC or in an offering that qualifies for an exemption from registration. Persons that effect transactions in assets that are classified as securities in the United States may be subject to registration with the SEC and states in which they offer and sell securities as a “broker” or “dealer” and subject to the corresponding rules and regulations of the SEC, relevant states and self-regulatory organizations, including the Financial Industry Regulatory Authority, Inc. (“FINRA”).

We could be subject to legal or regulatory action in the event the SEC, a foreign regulatory authority, or a court were to determine that a supported cryptocurrency converted, spent or sent through our platform is a “security” under applicable laws. Because our platform is not registered or licensed with the SEC or foreign authorities as a broker-dealer, national securities exchange, or alternative trading system (“ATS”) (or foreign equivalents), and we do not seek to register or rely on an exemption from such registration or license to facilitate the offer and sale of cryptocurrencies on our platform, we currently only permit transactions in digital assets that we have determined are not securities or that occur between non-U.S. persons and that are effected through our subsidiary RocketFuel A/S, which is licensed as a virtual asset services provider (“VASP”) by the Danish Financial Supervisory Authority. We will only allow transactions in those cryptocurrencies for which we determine there are reasonably strong arguments to conclude that the cryptocurrency is not a security. Our process will reflect a comprehensive and thoughtful analysis and will be reasonably designed to facilitate consistent application of available legal guidance to facilitate informed risk-based business judgment.

However, the application of securities laws to the specific facts and circumstances of cryptocurrencies may be complex and subject to change, and a listing determination does not guarantee any conclusion under the United States federal securities laws. For example, in December 2020 the SEC filed a lawsuit against Ripple Labs, Inc. and two of its executives, alleging that they have engaged in an unregistered, ongoing securities offering through the sale of XRP, Ripple’s digital asset, which had been in the public domain since 2012. We expect our risk assessment policies and procedures to continuously evolve to take into account developments in case law, facts and developments in technology, regulatory clarity and changes in market acceptance and adoption of these digital assets.

There can be no assurances that we will properly characterize any given cryptocurrency, or other digital asset, as a security or non-security for purposes of determining if that cryptocurrency or digital asset is allowed to be offered through our platform, or that the SEC, foreign regulatory authority, or a court, if the question was presented to it, would agree with our assessment. If the SEC, foreign regulatory authority, or a court were to determine that bitcoin or any other cryptocurrency or other digital asset to be used on our platform in the future is a security, we would not be able to offer such cryptocurrency or other digital asset for making purchases until we are able to do so in a compliant manner, such as through an alternative trading system approved to trade cryptocurrencies or other digital assets that constitute securities, and such determination may have adverse consequences for such supported cryptocurrency or other digital asset. A determination by the SEC, a foreign regulatory authority, or a court that an asset that we support for trading on our platform constitutes a security may also result in a determination that we should remove such asset from our platform, as well as other assets that have similar characteristics to such asset deemed to be a security. In addition, we could be subject to judicial or administrative sanctions for failing to offer or sell the asset in compliance with the registration requirements, or for acting as a broker, dealer, or national securities exchange without appropriate registration. Such an action could result in injunctions, cease and desist orders, as well as civil monetary penalties, fines and disgorgement, criminal liability and reputational harm. Customers that traded such supported assets on our platform and suffered trading losses could also seek to rescind a transaction that we facilitated on the basis that it was conducted in violation of applicable law, which could subject us to significant liability. Furthermore, if we remove any assets from our platform, our decision may be unpopular with users and may reduce our ability to attract and retain customers.

7. To be provided by supplemental response.

8.

(a) We only recognize the fees we charge to our merchant customers for each transaction as revenues (net basis) and do not recognize the entire amount of the transaction fee paid to the customer (gross basis) as revenues. To clarify, if a shopper purchases a sweater from our merchant customer for $100.00 and our fee is 3% then we only recognize $3.00 as revenue.

(b) Connection and implementation fees are only charged to some customers, and the amounts vary depending on several factors, including the amount of development work needed to complete the implementation. Where applicable, they are payable at the commencement of the contract in cash. There is no financing component.

(c) We allocate any connection and implementation fees prorated by month over the term of the contract. The term relates to the period that the merchant customer may access payment processing on our platform and for which fees are payable.

(d) For software development we determine the time when our performance obligation is complete as the date of delivery of each contracted deliverable. We allocate software development fees in contracts with multiple deliverables based on the resources devoted to each (primarily based on hours worked on each deliverable by our employees and any outside service providers).

(e) You have asked: “For revenues from ongoing daily transactional fees derived as a negotiated percentage of the transactional revenues paid by your merchant customers, you disclose that revenue is recognized when each transaction occurs. Tell us the significant judgments you make in evaluating when your customers obtain control of promised goods or services for purposes of the timing of revenue recognition.” Our contract is with the merchant customer, not the shopper. We recognize revenue when we have converted the shopper’s crypto payment to fiat currency and then settled the fiat to the merchant (less a deduction for our fee). This is done on a daily basis for most merchants, although for some merchants we settle weekly. You refer to the time “when your customers obtain control of promised goods or services.” Again, our customer is the merchant, not the shopper. We have no contractual relationship with the shopper, and the fulfillment of the purchased goods and services is a matter between the merchant and the shopper, the same as if the shopper paid by a bank transfer.

(f) You have asked about the allocation of the total transaction price, including how we estimate standalone selling prices of promised goods or services and allocate discounts and variable consideration (if applicable). This does not reflect how our software works. On the merchant’s checkout page, “Pay by Crypto” appears as a payment option alongside credit cards, Google Pay, PayPal and other payment rails. When the shopper chooses to pay by crypto, our software is activated in an I-frame (pop-up window). We populate the final purchase price from the merchant’s check-out page; we are not involved in the calculation of discounts, credits and other variable consideration.

You have asked how we determine the allocation of consideration between software development, connection, implementation, and transactions. Software development contracts are separate stand-alone contracts, and we recognize revenue thereunder as discussed above and in our previous responses. Connection and implementation fees, if any, are charged as a separate upfront fee at the implementation of the contract. Transaction fees are charged and deducted against each individual transaction at the time of settlement.

9. To be provided by supplemental response.

10 We confirm that the shares issued to Mr. Page were originally issued in connection with the reverse acquisition of RocketFuel Blockchain Company (“RBC”) by B4MC Gold Mines, Inc., which was our name prior to its change to RocketFuel Blockchain, Inc. in September 2018. Mr. Page initially received 300 shares of RBC common stock, out of a total of 900 shares issued, in exchange for the assignment to RBC of certain patent and trademark applications. Mr. Page then received his pro-rata share of the 17,001,312 shares we issued in connection with the reverse acquisition.

11. We will revise future filings to disclose our revenue recognition policy for the gains from the spread between exchange rates on crypto e-commerce transactions.

12. We will provide the requested disclosure by supplemental response and will revise future filings accordingly.

13. To be provided by supplemental response.

14. To be provided by supplemental response.

15. We will make the requested changes in future filings.

Please let me know if you have any additional questions.

Sincerely,

/s/ Bennett J. Yankowitz

Bennett J. Yankowitz

Chief Financial Officer

Attachment: ACI Interface Development Agreement