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United States securities and exchange commission logo
April 3, 2024
James Gernetzke
Chief Financial Officer
Exodus Movement, Inc.
15418 Weir Street, Suite #333
Omaha, NE 68137
Re:Exodus Movement, Inc.
Registration Statement on Form 10-12G
Filed February 28, 2024
File No. 000-56643
Dear James Gernetzke:
            We have reviewed your filing and have the following comments.
            Please respond to this letter 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 a
comment applies 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 this letter,
we may have additional comments.
Registration Statement on Form 10
General
1.You state that you provide support for over 21,000 crypto assets. Please provide a
description of your internal policies and procedures for how you determine whether crypto
assets, including NFTs and staking products, are securities within the meaning of the U.S.
federal securities laws. Also clarify that such processes are risk-based assessments made
by the company and are not legal standards binding on any regulatory body or court.
Further, please include a risk factor that addresses the specific risks inherent in your
policies and procedures for determining whether or not a crypto asset is a security, and
describe the potential regulatory risks under the U.S. federal securities laws if such crypto
assets are determined to be securities. Similarly please address how you determine that
you are in compliance with the rules, regulations and laws of the jurisdictions in which
you offer your products and services.
2.Please revise to disclose your policies related to whether you provide services for crypto
assets that are securities, and, if so, how you do so in compliance with the federal

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securities laws and the risks to your business if you are found to be engaging in
transactions for unregistered securities in violation of the federal securities laws. In this
regard, we note that your website indicates you offer staking products for Cosmos and
Tezos, which have been identified as securities in separate SEC complaints.
3.Please provide to us a list of the each of the crypto assets material to your business,
organized by the aggregate volume of transactions involving the crypto asset that also
includes the blockchain on which each crypto asset exists, the volume of transactions
involving the crypto asset in each jurisdiction in which you provide products and services
for the crypto asset and the services you provide for each. In addition, revise your
registration statement to include a table that, by volume of transactions, lists the crypto
assets that are material to your business, and describe the characteristics of these crypto
assets. Also disclose whether there are any jurisdictions in which you do not provide
services related to any of these crypto assets.
4.We refer you to our December 2022 Sample Letter to Companies Regarding Recent
Developments in Crypto Asset Markets, located on our website at the following address:
https://www.sec.gov/corpfin/sample-letter-companies-regarding-crypto-asset-
markets. Please consider the issues identified in the sample letter as applicable to your
facts and circumstances, and revise your disclosure accordingly.
Cover Page
5.Please revise your filing to provide the address of your principal executive offices.
Business, page 1
6.Please revise to identify the jurisdictions in which you offer your platform and services
and disclose the percentage of revenue earned in each. In addition, we note that U.S.
federal and state and foreign laws prohibit you from making available your platform or
certain of its functionalities in all jurisdictions. Please disclose the methods you use to
prohibit the Exodus Platform and certain of its functionalities from being accessed in
such jurisdictions, and identify these jurisdictions and functionalities. Also revise your
disclosure in the Regulatory Environment section on page 6 to discuss, to the extent
material, the laws, rules and regulations that impact your business in the jurisdictions in
which you offer your platform and services. For example, you disclose on page 15 that
you offer products and services in China. If material, describe the laws, rules and
regulations in China regarding crypto assets and any other laws, rules and regulations that
may impact your business.
7.Please identify the crypto assets you hold for your own account. In this regard, we note
your disclosure on page 25 that, as of December 31, 2023, you held Bitcoin, Ethereum,
USDC and "other digital assets." To the extent that you hold your crypto assets on an
exchange, please identify the exchange. To the extent that they are held with a third-party
custodian, please identify the custodian and describe the material terms of the agreement,

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including:
•disclose how the custodian stores the private keys, including the percentage that are
held in cold storage, and the geographic location of where they are stored;
•disclose whether your assets are comingled with the assets of other customers;
•identify who has access to the private key information;
•disclose whether any entity is responsible for verifying the existence of your crypto
assets; and
•disclose whether and to what extent the custodian carries insurance for any losses of
the crypto assets it holds for you.
To the extent that you self-custody your crypto assets, please revise to disclose your
policies and procedures related to storing the private keys, including whether they are held
in cold or hot storage, the geographic location where they are stored and who has access to
the private keys. In addition, we note your disclosure on page 12 that you do not have
insurance that covers your Bitcoin in the event of loss or fraud. Please revise to clarify, if
true, and on page 12 that you do not have insurance that covers your crypto assets. If you
do have insurance that covers your crypto assets, please revise to disclose to what extent
the insurance covers the loss of your crypto assets.
8.Please revise to disclose whether the fees you earn are paid in fiat currency or crypto
assets. To the extent that the fees are paid in crypto assets, please disclose the crypto
assets that you accept as payment, how and when you value the crypto assets accepted as
payment, your policies related to monetizing the crypto assets, where you exchange the
crypto assets for fiat currency and whether you have agreements with any of the third-
party exchanges or counter parties that you use for such purposes. If you do have
agreements with third-party exchanges or the counter parties used to exchange your crypto
assets, please disclose the material terms of the agreements. In addition, to the extent that
you accept crypto assets as payment, please disclose whether you or the API pays the
expenses, such as gas fees, related to the transfer of the crypto assets from the API to you.
9.We note your disclosure on your YouTube channel that you distribute USDC to users that
recommend your product to others. Please revise to disclose the circumstances in which
you distribute USDC and the amount of USDC distributed to users of your platform.
10.Please revise to disclose whether and to what extent you have insurance for any losses of
assets in your users' wallets.
11.Please describe the AML, KYC and any other procedures conducted by you or for you by
third parties to determine, among other things, whether the counter-party in any
transaction is not a sanctioned entity or whether a user of your platform is not a sanctioned
entity. Similarly, please describe the AML, KYC and any other procedures related to the
sale or acquisition of crypto assets for your own account.
Our Company, page 1
12.Please revise here to disclose that you are a controlled company and that Jon Paul
Richardson, your CEO and director, and Daniel Castagnoli, a director, control 85% of the

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voting power of your outstanding capital stock and that holders of your Class B common
stock collectively control 98% of the voting power of your outstanding common stock.
13.Please revise to clarify what you mean by the “trustworthiness of a bank’s online
portal." In this regard, we note that you are not a banking institution or otherwise a
member of the FDIC and that the assets held in your wallets are not subject to the
protections of depositors with FDIC institutions and that crypto asset transfers, which due
to human error, theft or criminal action, may be improperly transferred from a
user's wallet and never recovered due to the characteristics of crypto assets and the
blockchain.
Our Industry, page 1
14.Please revise your disclosure in this section to provide a balanced description. For
example purposes only, we note the following:
•you state that “[a]s a result, blockchain technology has a reputation of being difficult
to access and use, and the current options for managing digital assets do not provide
integrated or seamless solutions” but do not explain that many crypto asset exchanges
allow users to access multiple blockchains through the exchanges’ platforms;
•you state that certain cryptocurrencies are primarily used to pay for goods and
services and are often considered a substitute for gold, cash or forms of electronic
payment but do not discuss the limited use of crypto assets to pay for retail and
commercial services;
•you discuss privacy coins but do not discuss the ban of such crypto assets in several
jurisdictions or that the anonymity provided by the crypto assets facilitates the use of
these crypto assets for illicit financing and crime;
•you state that crypto assets “can also be transferred in real time, often with no or low
fees,” but do not address the volatility of transfer fees and settlement times;
•you state that “[o]ften wallets have cumbersome interfaces,” but do not disclose
that the private key that your users must enter to utilize the crypto assets in their
wallets on your platform is an alphanumeric code with hundreds of digits, which, if
lost, renders the assets in the wallets lost; and
•you state that "[s]tablecoins are cryptocurrencies whose value is connected to an asset
that will not significantly fluctuate in value" but do not discuss the potential for
significant fluctuations in value.
Our Solution - The Exodus Platform, page 3
15.We note your disclosure on page 3 that you are “adapting and innovating the Exodus
Platform to support [y]our users’ ability to store other types of valuable assets such as
personal information, traditional fiat currencies and other tokenized financial
products.” Please revise to disclose the assets that your wallets currently are able to hold.
In addition, please discuss your plans for developing additional wallet capabilities, the
steps involved for such development, the related costs, the source of the capital necessary
for the development and any challenges you may encounter, including compliance with

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the relevant laws, rules and regulations in each of the jurisdictions in which you
operate. In addition, please revise to clarify what you mean by "other tokenized financial
products."
Our Strategy
Elevate Technology, page 3
16.We note that, on page 3, you disclose that "[c]urrently products do exist to permit users to
migrate from fiat currency to digital assets; however, they often have poor user
interface/user experience (“UI/UX”) designs and require numerous transactions to
move between different types of digital assets” but it appears that one of the ways you
facilitate transfers of crypto assets is by giving users access to third-party exchanges.
Please clarify how the use of your platform differs from the use of third-party exchanges,
and clarify what you mean by your disclosure that "[t]he Exodus Platform is asset
agnostic, meaning [that you] have the ability to operate properly irrespective of the type of
digital asset.”
Our Products and Services
Exodus Platform, page 4
17.Please identify all of the products and services you offer on your platform, identify any of
your products and services that you do not offer to U.S. users and discuss the different
pricing models you use depending on whether a customer is a U.S. person, including the
reasons for the use of such different pricing models. In addition, please identify all of your
API providers, including the jurisdiction of each, and disclose the material terms of the
agreements you have with the providers, including how you earn fees from each. In this
regard, we note your disclosure on page 45 in your financial statements that addresses
exchange aggregation, fiat onboarding and staking revenue earned through an API
provider.
18.Please identify the fiat currencies that may be used to purchase crypto assets and the fiat
currencies that may be received for the sale of crypto assets on or through your platform.
19.We note your disclosure that you "have a streamlined approach to aggregate the
exchanges and aim to provide users with the best exchange rate within their jurisdictional
limitations." Under an appropriately captioned heading, please revise to describe in detail
what your Exchange Aggregator is and how it works. Please revise to identify the
exchanges you use, the jurisdiction of each exchange and whether you have separate
agreements with each exchange or whether one of your APIs provides the connection with
the third-party exchanges. In addition, please disclose whether the third-party exchanges
that users may access through your platform provide services for the 21,000 types of
crypto assets that users may hold in their wallets on your platform.
20.We note your disclosure that users can "send, receive and swap over 21,000 crypto assets
without having to access centralized exchanges or trade across multiple order

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books." Please revise to describe how users send, receive and swap crypto assets on your
platform without accessing centralized exchanges, and describe your involvement in such
transfers.
21.We note your disclosure that the "platform also provides important information for users
regarding accurate and real-time information on crypto asset prices and other relevant
market data." Please describe how you determine the real-time crypto asset prices and
describe the "other relevant market data" that you provide on your platform.
22.We note your disclosure that the creation of the Exodus Platform has been downloaded
over 12.4 million times as of December 31, 2023. Please revise to disclose how many
times your platform was downloaded during the fiscal year ended December 31, 2023. We
also note your disclosure that "[a]s of December 31, 2023, [y]our users have swapped
approximately $12.3 billion digital assets." Please revise to disclose the volume of
transactions during the most recently completed fiscal year. In addition, we note your
disclosure on page 8 that “[t]he success of [y]our business depends on [y]our ability to
attract and retain Exodus Platform users.” Please revise to discl