SecProbe.io

September 25, 2024
James Gernetzke
Chief Financial Officer
Exodus Movement, Inc.
15418 Weir Street, Suite #333
Omaha, NE 68137
Re:Exodus Movement, Inc.
Amendment No. 3 to Registration Statement on Form 10-12G
Filed August 27, 2024
File No. 000-56643
Form 10-Q for the Quarterly Period Ended June 30, 2024
File No. 001-42047
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.
Amendment No. 3 to Registration Statement on Form 10-12G
Business
Our Products and Services
Pricing Information Offered Directly on the Exodus Platform, page 5
1.We note your revised disclosure on page 5 in response to prior comment 4 that you
compare the primary or secondary pricing provider’s price to the price provided by other
providers. Please clarify how you determine whether to use the price of the primary or
secondary pricing provider. In addition, please identify the "other providers" you currently
use and disclose how you select the other providers.
Services Offered and Performed by Our API Providers, page 5
We note your revised disclosure on page 6 in response to prior comment 5. Please include
a footnote to explain what the years included in your table for Everstake and the Wallet of 2.

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Page 2
Satoshi indicate. In addition, we note that the table states that Hedera Hashgraph provides
a "hosting fee" and that Lightning provides "P2P Sending/Receiving." Please revise to
describe these services and disclose the material terms of your agreements with the API
Providers, if material. Also, the URL disclosed on page 6 opens the "Exodus Terms of
Use" document, which does not include an appendix of all API providers and does not
appear to be updated on a quarterly basis as it indicates that it was last updated on
February 19, 2024. We also note that you disclose that the URL opens the "Terms of
Service" document and not the "Exodus Terms of Use" document. Please revise your
disclosure accordingly.
Exchange Aggregation, page 6
3.We note your revised disclosure on page 7 in response to prior comment 3 that the user
transfers its crypto assets to the API Provider in connection with the Exchange
Aggregator transactions. Please disclose whether the API Provider fee includes the costs
associated with transferring the crypto assets from the user's wallet to the API Provider. In
addition, we note your response in your August 26, 2024 correspondence that you do not
know the exchanges or platforms that the API Providers use for crypto asset transactions
or the jurisdictions of such exchanges and platforms. Please revise to disclose this
information here in your registration statement and also expand to discuss the risks to
Exodus Movement and to the users of the Exchange Aggregator that such information is
unknown.
Fiat on and off-ramps, page 7
4.We note your response to prior comment 6. Please disclose how your platform
communicates (i) the fiat currencies that users may use to purchase crypto assets and (ii)
the crypto assets that users may exchange for fiat currencies. If users are only able to
obtain such information by leaving the Exodus Platform and going to each API Provider's
platform, please disclose. In addition, we note your disclosure that you do not know the
KYC/AML procedures that the API Provider uses or the exchanges, market
makers, aggregation protocols and other factors related to how the API Provider conducts
the services it provides to your users. Please expand your disclosure to address the risks
this causes for you and your users. In addition, please disclose the fees charged for such
services and whether the fees include the transfer costs associated with the transfer of
crypto assets.
Human Capital Management, page 13
Refer to your response to prior comment 11. We note your disclosure on page 13 that the
basis for employees is U.S. dollars and the amount owed is settled in bitcoin at the time of
payment. Please revise to also disclose the basis for payment for non-U.S. independent
contractors. In addition, please disclose how many "employees" you have and the number
of employees that are "eligible employees" pursuant to the agreement with TriNet. Also
disclose whether the TriNet agreement includes the human resources administration for
the other FTEs, including the non-U.S. independent contractors, and, if so, please disclose
the material terms of the agreement that pertains to the non-U.S. independent contractors.
In addition, please disclose how the CryptoCompare Bitcoin/U.S. Dollar spot rate is
calculated and disclose how you determine the amount of bitcoin to pay the non-U.S. 5.

September 25, 2024
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independent contractors.
Regulatory Environment, page 14
6.We note your revised disclosure in response to prior comment 13 that the jurisdictions
material to your business based on user transaction volume are the United States, Great
Britain, Canada and Germany. Please expand your disclosure in this section to also
describe the rules, regulations and laws of the material jurisdictions in which you earn
revenue from your API Providers, and revise your risk factors section to address such
jurisdictions. In this regard, we note your disclosure on page 43.
KYC and KYB Programs, page 16
7.Refer to your response to prior comment 15. Please revise your disclosure to describe
your KYB procedures.
Risk Factors
Risks Related to Our Business
The platforms on which users trade digital assets are relatively new, page 24
8.Refer to your response to prior comment 16. We note the use of the term "unregulated"
when referring to certain crypto asset trading markets. Please revise to qualify your use of
this term by clarifying that such markets may be subject to regulation in a relevant
jurisdiction but may not be complying.
Legal Proceedings, page 48
9.We note your response to prior comment 19. Please revise here to disclose the alleged
violations of U.S. sanctions laws and the impact if you are found to be in violation of U.S.
sanctions laws. In this regard, we note your revised disclosure on pages 38 and 39.
Digital Format Exodus Common Stock
The Role of Securitize, page 56
We note your response to prior comment 20. On page 56, you disclose that "[t]he
Common Stock Tokens are not relevant to the clearance and settlement process for the
purchase and sale of the Class A common stock," but it appears that the Class A Common
Stock can be transferred using the tokens and that the transfer agent may be bound by any
such transfer.  In your description of a "peer to peer" transfer of Class A common stock
utilizing Common Stock Tokens on page 57, it appears that the transfer of Class A
common stock will not occur until Securitize's validation process is complete, the
Securitize DS Standard protocol has approved the transfer of the Common Stock Tokens
and the Common Stock Tokens are transferred. Please revise the description of the "peer-
to-peer" transfer of Class A common stock utilizing Common Stock Tokens and your
disclosure on page 56 for clarity and consistency. Also revise to describe Securitize's
whitelisting process and address the risks of using the Common Stock Tokens to transfer
Class A common stock. In addition, describe how discrepancies between Securtize's
transfer records of the Common Stock Tokens, the movement of Common Stock Tokens
and the number of Common Stock Tokens that have been provided to Class A common
stockholders are resolved. Also include a more fulsome discussion of how the DS
Protocol ensures that "upgrades or modifications to the Algorand blockchain will not 10.

September 25, 2024
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negatively impact governance of the Common Stock Tokens" and address the risks that
the blockchain's consensus mechanism and software upgrades or modifications could have
an impact on the governance of the Common Stock Tokens.
11.Please disclose the number of Common Stock Tokens that are currently outstanding as
compared to the number of shares of Class A common stock outstanding.
12.We note your disclosure on pages 55 and 56 that you have applied to list your Class A
common stock on the NYSE and that Common Stock Tokens cannot be traded on any
national securities exchange. Please disclose whether you intend to continue to make
Common Stock Tokens available to Class A common stock holders if your Class A
common stock is listed on the NYSE. If so, please clarify whether and how a token holder
will be able to trade common stock on the NYSE.
Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition
Exchange Aggregation, page 72
13.We are still considering your response to prior comment 22 and we may have further
comments.
We acknowledge your response to prior comment 23. Please respond to the following and
provide separate responses as applicable to your transaction-based and subscription-based
contracts:
•Give us a representative sample contract with your API provider for each type of
revenue (i.e., transaction-based and subscription-based).
•Your response provided us with information for your transaction-based contracts.
Provide us with a similar accounting analysis for the determination of the transaction
price in your subscription-based contracts.
•Substantiate for us why providing the API Providers access to the Exodus Platform
and its users via the API integration is your performance obligation.
•Tell us about the termination provisions of your contracts and whether your contracts
can be terminated at any time without penalty. Refer us to the relevant portions of
your sample contracts.
•Tell us how you determined the date of contract inception (that is, the date at which
the criteria in paragraph 606-10-25-1 are met) and the duration of your contracts with
customers under ASC 606.
•We note the changes to your accounting policy on page 73. Tell us how the changes
impacted the amounts included in your financial statements.
With respect to variable consideration, you disclose the API provider pays you a set
percentage of the fees charged by the API provider to the user. In your response and
disclosure, you also refer to variable consideration associated with network fees and
liquidity costs.
oRevise your disclosure to explain the nature of the network fees and liquidity
costs and how you determine the total amount of consideration.
With respect to your constraint of the variable consideration, tell us how you o•14.

September 25, 2024
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considered ASC 606-10-32-11 and the timing of when the constraint no longer
exists and why. Revise your disclosure to clarify your revenue recognition
policy.
oClarify in your disclosure whether you have variable consideration related to the
subscription-based contracts. If you do, disclose whether you constrain your
estimates of variable consideration for those contracts.
15.Please tell us how you considered ASC 606-10-50-5 when selecting the appropriate
categories to disaggregate revenue. Specifically, address how your disclosures meet the
objective of depicting how the nature, amount, timing and uncertainty of revenue and cash
flows are affected by economic factors.
•Tell us your consideration of disclosing total revenues from transaction based
contracts and subscription-based contracts for the periods presented. Refer to 606-10-
55-89 through 55-91.
•On page 15 you disclose that the jurisdictions material to your business, based on the
total dollar value of user transactions with your API Providers, for the year ended
December 31, 2023 were the United States, Great Britain, Canada and Germany. We
note that these countries are not reflected in the table you provide on page 76,
which presents your operating revenues disaggregated by geography based on the
addresses of your API Providers. Tell us your consideration of ASC 606-10-50-5 in
determining the disaggregated geographic information for your revenue.
Form 10-Q for the Quarterly Period Ended June 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measure , page 20
16.We note your responses to prior comment 24. In your disclosure, you state your belief that
Adjusted EBITDA is useful in evaluating your operating performance. In your response,
you told us that the measure facilitates an analysis of the underlying trends in your
financial results based on your core operations and management of ongoing cash
operating expenses. Tell us, and revise future filings as applicable, why you believe
an adjustment to exclude the  loss (gain) on digital assets, net  results in a measure that is
useful in evaluating your operating performance and facilitates an analysis of the
underlying trends in your financial results based on your core operations and management
of ongoing cash operating expenses. Refer to Item 10(e)(1)(i)(C) of Regulation S-K.
17.We note your responses to prior comment 25. We note that, following the adoption of
ASU 2023-08, the crypto assets you hold are measured at fair value with gains and losses
recognized through net income. However, the adjustment for Loss (Gain) on digital
assets, net (post-adoption of ASU 2023-08) has the effect of reversing your adoption of
the new standard for your crypto assets held for investment. Please tell us why you
believe this adjustment is appropriate and how you considered Question 100.04 of the
Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.
We note your responses to prior comment 25. You told us in your response that you do
not believe the volatility of digital assets is “inherent” to your operations; rather, once the
market for digital assets is mature, then such volatility should significantly diminish. We 18.

September 25, 2024
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note your disclosure on page 22 that a large portion of your operating revenue generated
from API providers is received in bitcoin and a decline in the market price of digital assets
had (and could in the future, have) an adverse effect on your operations, the value of your
digital assets, and your future operations and cash flows. Thus, your adjustment to remove
the impairments on digital currencies in your calculation of non-GAAP Adjusted
EBITDA for periods prior to your adoption of ASU 2023-08 results in the exclusion of
normal, recurring operating expenses. Refer to question 100.01 of the Compliance and
Disclosure Interpretations for Non-GAAP Financial Measures. Please revise the
reconciliation of your non-GAAP Adjusted EBITDA in future filings to remove the
adjustments for impairments on digital currencies and realized gain on sale of digital
currencies.
            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.
            Please contact Kate Tillan at 202-551-3604 or David Irving at 202-551-3321 if you have
questions regarding comments on the financial statements and related matters. Please contact
Sonia Bednarowski at 202-551-3666 or Sandra Hunter Berkheimer at 202-551-3758 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Thomas J. Kim