Withdrawal of Registration Statement (rw)
May 16 2019 - 5:20PM
Edgar (US Regulatory)
BTCS
Inc.
9466
Georgia Avenue #124
Silver
Spring, MD 20901
May
16, 2019
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549
RE:
Request to Withdraw Pre-Effective Amendment on Form S-1/A filed on May 15, 2019
Ladies
and Gentlemen:
Pursuant
to Rule 477 under the Securities Act of 1933 (the “Securities Act”), BTCS Inc. (the “Registrant”) hereby
requests the immediate withdrawal of the above-referenced pre-effective amendment, together with all exhibits thereto (the “Pre-Effective
Amendment”). The Pre-Effective Amendment was filed with the Securities and Exchange Commission (the “SEC”) on
May 15, 2019 and has not been declared effective.
The
filing of the Pre-Effective Amendment was intended to be a Post-Effective Amendment to the Form S-1 which went effective on November
5, 2018 but was incorrectly categorized on EDGAR as a Pre-Effective Amendment. After communications with the SEC Staff, we are
filing this Form RW to withdraw the Pre-Effective Amendment.
The
Registrant hereby confirms that no securities were sold under the Pre-Effective Amendment.
Should
you have any questions regarding this matter, please call counsel to the Registrant, Brian Bernstein of Nason, Yeager, Gerson,
Harris & Fumero, P.A., at (561) 471-3516.
Very
truly yours,
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/s/ Charles
Allen
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Charles
Allen
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Chief
Executive Officer
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CC:
Brian Bernstein, Esq.
Nason,
Yeager, Gerson, Harris & Fumero, P.A.