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    July 9, 2024

    CONFIDENTIAL SUBMISSION VIA EDGAR

    Sonia Bednarowski

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

          Re:

            Exodus Movement, Inc.

              Amendment No. 1 to Registration Statement on Form 10-12G

              Filed on May 1, 2024

              File No. 000-56643

    Dear Ms. Bednarowski:

    Set forth below are the responses of Exodus Movement, Inc. (“Exodus” or the “Company”), in response to the comments of the staff of the Securities and Exchange Commission (the “SEC”) Division of Corporation Finance (the “Staff”) contained in your
      letter, dated June 11, 2024 (the “Comment Letter”), regarding the above-referenced Amendment No. 1 to the Registration Statement on Form 10-12G, (as amended by Amendment No. 1, the “Registration Statement”). The Staff’s comments are set forth below,
      followed by the Company’s response. For ease of reference, the heading and numbered paragraphs below correspond to the heading and numbered comments in the Comment Letter and, in certain instances, if the Staff’s comment contained multiple parts, the
      Staff’s comment was separated into subparts to more effectively respond to each of the Staff’s comments. The Company’s responses are set forth beneath the Staff comments, which are set out in bold type. We are concurrently submitting via EDGAR this
      letter and Amendment No. 2 (“Amendment No. 2”) to the Registration Statement.

    General

          1.

            Refer to your response to comment 24. We note your website indicates that the platform users can stake crypto assets and enable “Auto Restaking” on select assets. Please revise to provide disclosure regarding the
              Auto Restaking program and the crypto assets to which the program pertains. Please also provide us with your legal analysis as to how your activities supporting staking are executed in compliance with the federal securities laws, including
              why these activities do not involve the offer and sale of securities under Section 2(a)(1) of the Securities Act. In this regard, we note your disclosure on page 24. In responding to this comment, please address and provide us copies of all
              agreements relating to these activities, including user agreements and agreements with Everstake.

    The Company acknowledges the Staff’s comment and has revised page 6 of Amendment No. 2 to describe the “Auto Restaking” program and the digital assets to which the program pertains.

    In response to the Staff’s comment requesting legal analysis relating to Exodus’ “activities supporting staking,” the Company respectfully submits that (1) Everstake’s activities do not involve the
      offer and sale of securities under Section 2(a)(1) of the Securities Act and (2) even if Everstake’s services were deemed to involve the offer and sale of securities, Exodus is not a “statutory underwriter” under Section 2(a)(11) of the Securities
      Act. This response, including the applicable legal analysis, is based on the Company’s view of its relationship with Everstake, which it understands is generally consistent with Everstake’s view.

          I.

             Everstake’s services do not involve the offer and sale of securities under Section 2(a)(1) of the Securities Act

    As discussed in its Amended Registration Statement, Exodus does not have a staking function.  Rather, Exodus provides connectivity to Everstake, which offers staking services.  As a result of this connectivity, Exodus users can access the
      Everstake platform and take self-custodied digital assets from the Exodus’ wallet and “stake” supported digital assets on the Everstake platform.  Exodus’ association with Everstake is limited to the commercial arrangement set forth in the API
      Agreement between the two parties. Exodus does not have an equity ownership in Everstake, and Everstake does not have an equity ownership in Exodus. Exodus is not affiliated with Everstake, and Everstake does not control or otherwise influence
      Exodus’ operations.

    The definition of a “security” under the Securities Act does not include crypto staking activities, but it includes “investment contracts.” The Howey test is used to define an investment contract and
      consists of three prongs: (i) an investment of money, (ii) in a common enterprise, (iii) with a reasonable expectation of profits to be derived from the efforts of others. As outlined below, the Company believes that Everstake’s staking services are
      not an “investment contract” and are distinguishable from other staking services that the Commission has alleged involve the offer and sale of securities under Section 2(a)(1) of the Securities Act.

          A.

            Description of Everstake’s Services

    The following reflects the Company’s understanding of Everstake’s staking services. Everstake is a staking validator that verifies transactions to support the consensus process for various digital assets on behalf of digital asset holders that use
      Everstake’s services. Rather than users becoming validators themselves, Everstake acts as the validator for multiple blockchain networks, allowing users to stake their digital assets without running their own validator nodes. Nodes are key to
      blockchain networks because they are devices that run the blockchain protocol’s software by validating transactions and securing the network. Nodes also broadcast transactions to the rest of the network. Everstake’s platform enables users to use the
      validation features of a blockchain network without having to individually build the technological infrastructure or own a large sum of crypto assets to support a node.

          B.

            Exodus does not play a substantial role in Everstake’s staking process.

    Everstake is a staking service provider that pays Exodus a subscription-based fee, based on the amount of assets staked by users, for the ability to connect to the Exodus Platform and interact with users. Exodus does not have any contact with,
      control over, or ability to take control of any digital assets that a user stakes through the Everstake platform. In contrast to the staking functions of certain competitor wallets such as MetaMask, Exodus maintains no substantial role in the staking
      process. Exodus does not in any way handle or transfer assets on behalf of any user. Instead, Exodus users directly interact with Everstake. Exodus users are not offered “liquid staking,” and in no case does an Exodus user receive a token or other
      asset that enables use of a staked asset before such asset is unstaked.

          C.

            Everstake’s staking services are not an “investment contract” and are distinguishable from other staking services that the Commission has alleged involve the offer and sale of
              securities.

    Everstake’s services to users do not involve the offer or sale of a security. As noted above, the definition of a “security” under the Securities Act does not include crypto staking activities, but it includes “investment contracts,” i.e.,
      instruments through which a person invests money in a common enterprise and reasonably expects profits or returns derived from the entrepreneurial or managerial efforts of others.3

    On March 27, 2024, in SEC. v. Coinbase, the District Court denied in part Coinbase, Inc.’s (“Coinbase”) motion for judgment on the pleadings with respect to the
      SEC’s claims that Coinbase has operated as an unregistered securities exchange, broker, and clearing agency and has engaged in an unregistered offer and sale of securities through Coinbase’s staking program. This decision was rendered in response to
      a motion to dismiss and based on the preliminary nature of the proceedings in this case, the outcome of this matter, whether or not Coinbase’s staking program is a security, remains uncertain. Whether staking is a security under the federal
      securities laws is a highly fact-intensive analysis, and in the cases brought by the SEC, federal district courts across the United States are grappling with these questions with each defendant party to such proceedings coming to analyses and
      conclusions at odds with the positions being asserted by the SEC. Assuming, arguendo, that some of these staking services are deemed to be securities, Everstake’s staking services are distinguishable from other staking services that the Commission
      has alleged involve the offer and sale of securities.

    Everstake’s program does not involve an investment of money because Everstake’s users retain custody and control over their own assets and there is no exchange for value.

    The SEC’s complaint against Payward (which does business as Kraken) stated, in relevant part, that:

    Investors put their crypto assets at risk as part of the Kraken Staking Program. Defendants have control over all the crypto assets invested in the Kraken Staking Program and choose when and how to
      use them. (As explained above, Defendants do not actually stake all crypto assets received from investors.) Moreover, according to the Kraken Terms of Service, these crypto assets may be encumbered by Kraken’s creditors. . . .Defendants market the
      Kraken Staking Program’s advantage of “instant unbonding” and instant return of “staked” crypto assets. But, as noted above, Defendants do not disclose the extent of their crypto-asset reserves and whether these reserves are sufficient to meet all
      redemption demands. If these reserves are insufficient, Kraken may be unable to honor a redemption request in a timely fashion, if at all. Investors could suffer market losses if the value of their crypto assets declines while waiting for redemption.4

    Everstake’s users retain custody and control over their own assets – they do not transfer their assets to Everstake (and Exodus does not have any contact with, control over, or ability to take control of any digital assets that a user stakes).5 When staking is alleged to meet the Howey test, the first prong is typically tied to the digital asset having been purchased or
      otherwise acquired in exchange for value, whether in the form of fiat currency, another digital asset, or other type of consideration. Because users do not transfer their assets to Everstake, there is no exchange for value. Because there is no
      exchange for value, the first prong of Howey – that is typically tied to a digital asset having been purchased or otherwise acquired in exchange for value – is not met. Because the first prong of Howey is not met, the Company believes that Everstake’s program does not involve “an investment of money” under Howey.

            3

              Howey Co., 328 U.S. at 299.

            4

              Complaint at 19-20, S.E.C. v. Payward Ventures et al, No. 23-cv-588 (N. D. Cal. Feb. 9, 2023) [hereinafter Kraken].

            5

            As a general note regarding characterization of staking services: the Company understands the staking arrangements that Exodus users engage in with Everstake as a use of the blockchain or a participation in the operations of the relevant blockchain protocol, rather than an investment. Under this view, Everstake’s services
              relate to information technology services and enable use of a blockchain’s network and protocols. This view is more consistent with the facts related to Everstake, whereby Everstake does not control or have custody of the digital assets and
              the processes and results related to a user’s interaction with the underlying blockchain network are governed only by the rules of the blockchain, and not the rules or specifications of a promoter, issuer, or enterprise.

    It is worth noting that the concerns regarding counterparty risk raised by the Commission in Kraken stemming from Kraken’s possession of users’ digital assets are not present for Everstake because
      Everstake’s users retain custody and control over their own digital assets.

    Everstake’s program does not involve a common enterprise because Everstake does not manage or have custody over users’ digital assets and, except for Ethereum, does not pool digital assets.

    According to the SEC’s complaint, in Kraken’s program,

    …investor tokens are transferred and pooled in wallets for the purposes of the Kraken Staking Program, and Defendants determine when and how many of these pooled tokens to stake. During this time,
      and for as long as the investor chooses to stake his or her tokens, investors receive a pre-calculated payout from Defendants. Defendants market that these payouts are distributed pro rata to investors depending on the amount of tokens they have
      staked (i.e., Defendants advertise a fixed return for all investors). Defendants do not segregate or separately manage an individual investor’s crypto assets as part of the Kraken Staking Program. . . .[a]ll rewards generated from the Kraken Staking
      Program also flow directly to Defendants, who determine whether and how many tokens in the pool to stake, and how often (and how much in rewards) to pay investors.6

    The Kraken complaint provides specific detail as to Kraken’s activities with respect to offering and selling its digital asset “staking services” to the public. These “staking services” involved Kraken taking possession of digital assets that
      users transferred to Kraken, Kraken pooling these digital assets, and Kraken determining whether and how many of the pooled digital assets to stake on users’ behalf. This was done in exchange for Kraken providing users with advertised annual
      investment returns and other benefits (including no staking minimums, Kraken’s technical expertise in staking, and an easy-to-use platform).

    Everstake’s staking services are materially different from Kraken’s “staking services” in that Everstake relies on the processes and results related to a user’s interaction with an underlying blockchain that are governed only by the rules of such
      blockchain, and not the rules or specifications of a promoter, issuer, or enterprise. Unlike Kraken, Everstake (1) does not take custody of users’ digital assets, (2) does not have management authority over users’ digital assets, (3) does not
      advertise annual investment returns to users (beyond disclosing the parameters of the blockchain protocol) and (4) users’ rewards are not tied to Everstake or any particular entity because staking rewards are determined by the protocol, not by
      Everstake or any other entity.

    Regarding Everstake’s staking services for individuals desiring to stake Ethereum, a user would first connect its Ethereum wallet to the Everstake platform and provide the required identification and onboarding information. Once a user
      successfully connects its wallet to Everstake, they enter the amount of Ethereum they desire to stake (Everstake allows as little as 0.1 ETH, whereas solo-staking requires 32 ETH to create a node). The user completes the transaction by signing it
      with their Ethereum wallet. Once 32 ETH is gathered in a “pool” from users, Everstake’s platform starts a new validator for that pool, which starts generating rewards to users. Rewards are proportional to the size of the user’s stake.

      The purpose, structure and function of Everstake’s pooling activities for Ethereum are materially different from the pooling activities identified in the Kraken complaint:

              •

                  Everstake does not exercise discretionary authority to determine when and how many of these pooled tokens to stake. Rather, once 32 ETH is gathered in a “pool”
                    from users, Everstake’s platform starts a new validator for that pool.

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