June 5, 2019
Jesse Soslow
Head of Legal and Finance
Blockstack Token LLC
111 Town Square Pl Ste 1203
Jersey City, NJ 07310
Re: Blockstack Token LLC
Amendment No. 1 to Offering Statement on Form 1-A
Filed May 16, 2019
File No. 024-10986
Dear Mr. Soslow:
We have reviewed your amended offering statement 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 this letter by amending your offering statement and
providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our May 2, 2019
letter.
Offering Statement on Form 1-A, filed May 16, 2019
General
1. We note your responses to comments 1 and 14. We continue to evaluate your
responses
and may have further comment.
2. We note your response to comment 3 with respect to whether burning tokens
is a
prohibited purchase for purposes of Regulation M and why the owner of the
blackhole
address is not an affiliated purchaser for purposes of Regulation M. We
do not have any
follow up comments about this issue at this time. Our decision to not
issue additional
comments should not be interpreted to mean that we either agree or
disagree with your
response.
Jesse Soslow
FirstName LastNameJesse Soslow
Blockstack Token LLC
Comapany NameBlockstack Token LLC
June 5, 2019
June 5, 2019 Page 2
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3. We note your responses to comments 4, 5, 6 and 7 with respect to
various issues relating
to the Investment Company Act of 1940. While we do not have any
further comments
about these issues at this time, our decision not to issue additional
comments should not
be interpreted to mean that we either agree or disagree with your
responses.
4. We note that the subscription and participation agreements filed as
exhibits 4.1 and
4.2 include arbitration and waiver of jury trial provisions. In
addition, we note that exhibit
4.2 also includes a class action waiver provision. Please revise your
offering statement to:
Further describe these provisions, including how they will impact
your investors;
Describe any questions as to enforceability under federal and
state law;
Clarify whether the provisions apply to claims under the federal
securities laws and
whether they apply to claims other than in connection with this
offering;
To the extent the provisions apply to federal securities law
claims, please revise the
disclosure and the participation agreement filed as exhibit 4.2 to
state that by agreeing
to the provisions, investors will not be deemed to have waived the
company's
compliance with the federal securities laws and the rules and
regulations thereunder;
and
Clarify whether purchasers of interests in a secondary transaction
would be subject to
these provisions.
5. Please refer to section 2.2 of the subscription agreement filed as
exhibit 4.1, which
indicates the following: "[t]he Subscriber is subscribing for and
purchasing the Tokens
without being furnished any offering literature other than the
Subscription Information,
and is making this subscription decision solely in reliance upon the
information contained
in the Subscription Information . . . ," and your definition of
"Subscription Information" in
section D. Given your use of testing-the-waters materials as part of
this offering, this
provision appears inappropriately limited. Please revise or advise. In
addition, please
remove the representation that a subscriber has "read" the offering
materials, such as the
Risk Factors, in section 2.4. In this regard, it is inappropriate to
require an investor to
represent that it has read the offering materials that you provided to
them. Please make
consistent revisions to to similar provisions that appear in exhibit
4.2 or advise.
6. We also note that exhibits 4.1, 4.2 and 4.3 also contain various
disclaimers and limitations
of liability. Please clarify that none of these provisions constitute
waivers of any right
under the federal securities laws or advise. In addition, we note that
these agreements also
contain indemnification provisions. Please revise your offering
circular to highlight the
various applicable indemnification provisions in more detail and
explain how they
apply to investors. For example, please clarify under what
circumstances and for what
Jesse Soslow
FirstName LastNameJesse Soslow
Blockstack Token LLC
Comapany NameBlockstack Token LLC
June 5, 2019
June 5, 2019 Page 3
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FirstName LastName
amount an investor should expect to indemnify the company and its
representatives. In
addition, please explain how that amount would be determined. Finally,
please include
appropriate risk factor that highlights the indemnification
provisions.
Cover Page
7. We note your revisions to footnote (1) on your cover page, which
indicate that you "are
currently soliciting indications of interest in accordance with Rule
255 under the
Securities Act from both voucher holders and the general public to
help finalize these
allocation." Please clarify for us the solicitation that you are
conducting to the "general
public" with respect to the final allocation of tokens. In this regard
we note your response
to comment 26 regarding the solicitation of your "existing investor
base."
Summary
App Mining Program, page 4
8. You include disclosure on page 4 that indicates that in the event you
determine not to
issue Stacks Tokens as rewards, you may elect to issue such rewards in
Bitcoin instead.
Section 7 of Exhibit 4.2 appears to contemplate the potential payment
of any "other
tokens, currency, or assets as Blockstack may decide in its sole
discretion." Please revise
your offering circular to clarify that the rewards may be paid in
other forms of assets or
advise.
Other Token Sales, page 12
9. We note your response to comment 12 explaining your accounting
treatment for the
Stacks Tokens that are the subject of outstanding awards granted to
your employees.
Please address the following:
Based upon your response, you state that the employees used their
bonuses on a
voluntary basis to purchase membership units. However, you
disclose on page 12 that
Stacks Tokens were sold to Employee LLC for purposes of making
bonus or
compensation awards to employees. Revise your disclosures to
clarify the different
transactional steps involved, purpose of and nature of the sales
to Employee LLC;
Tell us how you considered the repurchase agreement and vesting
periods in your
accounting. In this regard, we refer to Attachment VII of the
Blockstack Employee
LLC Restricted Unit Purchase Notice in Exhibit 6.8; and
Tell us how you evaluated whether the conversion rights of the
membership interests
in Blockstack Employee LLC into Stacks Tokens could represent an
embedded
derivative in accordance with ASC 815-15-25-1.
10. We note your response to comment 13 stating similar transactions of
tokens being sold at
Jesse Soslow
FirstName LastNameJesse Soslow
Blockstack Token LLC
Comapany NameBlockstack Token LLC
June 5, 2019
June 5, 2019 Page 4
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a discounted price did not occur in 2018 or prior periods. In
addition, we note your
disclosure on page 67 that tokens were sold in 2017 at a price of
$0.00012 per token
compared to prices of $0.12 per token in January 2018 and $0.01320 per
token in October
2018, as well as your current offering price of $0.30 per token.
Please provide us with
clarity around the volatility and valuation in the price of the token
sales and specifically,
how the prices sold in 2017 and October 2018 reconciles to other sales
prices to third
parties. To the extent that any of these token sales were to be
considered at a price below
fair market value, tell us how you accounted for the issuances and
your basis in the
accounting literature.
Dilution, page 67
11. Please revise to reconcile the number of tokens purchased by existing
tokenholders before
this offering given in the dilution table with the number of tokens
you state you have sold
prior to this offering elsewhere in the offering circular, including
in the section "Offering
Summary--Other Token Sales" and in the risk factor "We have sold a
significant number
of tokens at prices lower than both the price at which we will offer
tokens in the voucher
program and the general offering..."
Consolidated Financial Statements
Notes to Consolidated Financial Statements
1. Nature of Operations
Revenue Recognition, page F-15
12. We note your response to comment 16, which lists several "current or
anticipated
functions" of the tokens. However, it is unclear which, if any, of
these are current
features/rights of the tokens. Please confirm which, if any, of the
listed features are
current enforceable rights of the holder. Similarly, we note that
development of the
network is not identified as a current or anticipated feature/right of
the token. In this
regard, clarify if the holders have an enforceable right and if the
company has an
enforceable obligation to develop the network.
13. We note your response to comment 16, which states that the parties
that purchased tokens
have a stake in the development of the network and the promotion of
the networks use.
Please describe the nature of the token purchasers' stake as well as
the enforceable rights
the stake provides to the purchaser.
14. Please provide us with a description of how the token purchasers
engage or interact with
the network (or the to-be-developed network prior to achievement of
functionality) and
how the tokens are used in their engagement as of the following dates:
The date of token issuance;
Upon functionality of the network; and
Jesse Soslow
FirstName LastNameJesse Soslow
Blockstack Token LLC
Comapany NameBlockstack Token LLC
June 5, 2019
June 5, 2019 Page 5
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FirstName LastName
Today.
15. We note your responses to comments 17 and 18, in which the company
refers to itself as
the "issuer of the tokens" and refers to the token holders as
"shareholders" or "token
investors." Please clarify how these statements reconcile to your
conclusion that token
holders represent "customers" within the scope of ASC 606.
16. Please clarify whether a token holder can transfer their tokens to
another counterparty
outside of your network (e.g., through the Bitcoin network or some
other means) and if so,
address the following:
Tell us whether the other counterparty would be able to then
utilize the tokens on your
network; and
To the extent the token purchaser subsequently transfers its
token, describe whether
the stake in the development of the network, rights/features of
the token and its
promotion of use, transfer along with the respective tokens or
remain with the initial
token purchaser.
17. Please clarify if the company is able to identify whether the token
purchasers have active
accounts and can engage (or otherwise utilize) the network, and if so,
address the
following:
Tell us how many of the token purchasers have network accounts or
engage with the
network and how many of the purchasers do not; and
To the extent that there are token holders that purchased tokens
for speculative
purposes only, or otherwise do not engage in the development or
use of the network,
tell us how that might impact your conclusion that token
purchasers represent
"customers" within the scope of ASC 606.
18. Please clarify if the company controls the intellectual property
related to the to-be-
developed network, prior to it becoming a crowd supported,
open-sourced network. In
this regard, tell us if there is any obligation for the company to
transfer control of, or
provide access to, the intellectual property of the network as it is
developed or in the
future.
19. We note your response to comment 22 where you concluded that the token
issuances
include a promise to provide software development services to the
token holder on a best-
efforts basis. Giving consideration to your assertion that the company
is developing,
sponsoring, and commercializing an open-sourced peer-to-peer network,
please clarify
how this promise is transferring a good or service to the token
holder, rather than, for
example, the development of the company's own intellectual property.
Jesse Soslow
Blockstack Token LLC
June 5, 2019
Page 6
20. As it relates to the 20% non-refundable portion of proceeds received,
please clarify
whether there is any performance requirement by the company to provide
the software
development services or is the company entitled to retain this
non-refundable portion in all
scenarios, even if such services are not performed. To the extent that
you are required to
perform services, provide us with the details of those requirements
(e.g., until
achievement of a functioning network, a set start and end date, a
mutually agreed time
with token holders, etc.).
21. As it relates to the achievement of Milestone 2, we note that the company
references the
development of incentives and structures to attract users and developers.
Please clarify
the good or service being transferred to the token holder as a "customer"
and describe the
activities the company is required to perform to retain the milestone
payment.
22. Please clarify the company's obligations associated with the issuance of
the tokens,
including how, when and to what distributed ledger the token purchases
are recorded and
how the company ultimately satisfies its obligation to issue the token.
In this regard, tell
us if the issuance of the tokens can be or have been recorded in your
network or another
distributed ledger (e.g., the Bitcoin network or other) prior to the
development of your
functioning network.
23. Please explain how you considered whether the issuance of the tokens
itself represents a
promise to the token holder and if so, whether that promise is distinct
from the "best-
efforts" obligation to develop the software.
You may contact Michael Henderson at 202-551-3364 or Robert Klein at
202-551-3847
if you have questions regarding comments on the financial statements and
related matters.
Please contact David Gessert at 202-551-2326 or Erin E. Martin at 202-551-3391
with any other
questions.
Sincerely,
FirstName LastNameJesse Soslow
Division of
Corporation Finance
Comapany NameBlockstack Token LLC
Office of Financial
Services
June 5, 2019 Page 6
cc: Robert Rosenblum, Esq.
FirstName LastName