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    October 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. 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 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 September 25, 2024 (the “Comment Letter”), regarding the above-referenced Amendment No. 3 to the Registration Statement on Form 10-12G, (as amended by Amendment
      No. 3, the “Registration Statement”), as well as the above-referenced Form 10-Q for the Quarterly Period Ended June 30, 2024. 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. 4 (“Amendment No. 4”) to the Registration
      Statement.

      1

    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.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 4 accordingly. Please refer to page 5.

    Services Offered and Performed by Our API Providers, page 5

              2.

              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 Satoshi indicate.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 4 accordingly. Please refer to pages 6 and 7.

    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.

    Wallet of Satoshi and the Lightning Wallet Function

    The Company acknowledges the Staff’s comment and has revised Amendment No. 4 to provide additional detail with respect to the services provided by Wallet
      of Satoshi in connection with the Lightning wallet function on the Exodus Platform. For clarity, the Lightning wallet on the Exodus Platform is provided by Wallet of Satoshi, a custodial third-party API provider. Please refer to pages 6 and 7.

    Our disclosure on pages 5-6 of Amendment No. 3 discloses the material terms of the Company’s agreements with our API Providers. The Company respectfully
      advises the Staff that the Company does not believe that the API Agreement with Wallet of Satoshi is material or that its business is substantially dependent on its API Agreement with Wallet of Satoshi. The API Agreement with Wallet of Satoshi is of
      the type that ordinarily accompanies the kind of business conducted by the Company and the Company is not substantially dependent upon the API Agreement, and the financial terms of the API Agreement are immaterial in amount and significance to the
      Company’s financial condition. In addition, the API Agreement does not contain any exclusive licenses or contain any milestone or royalty obligations. Nonetheless, the Company respectfully advises the Staff that the form of international API
      agreement has been attached as an exhibit to the Registration Statement since our initial filing on February 28, 2024 and that, except for commercial pricing information, the material terms of the API Agreement with Wallet of Satoshi are generally
      consistent with the form of API agreement attached as exhibit 10.3 to the Registration Statement.

    Hedera Hashgraph

    With respect to Hedera Hashgraph, the Company has removed Hedera Hashgraph from the API Provider table appearing on page 6 of the Registration Statement.
      Hedera Hashgraph is not an API Provider that provides services to Exodus’ users; rather, Exodus provides services to Hedera Hashgraph. Specifically, Hedera Hashgraph pays Exodus a per node yearly hosting fee to offset Exodus’ costs to support the
      Hedera blockchain (HBAR) on the Exodus Platform. The Company’s agreement with Hedera Hashgraph is immaterial in amount and significance to the Company’s financial condition, results of operations, and cash flows.

    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.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 4 accordingly. Please refer to page 6.

      2

       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.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 4 accordingly. Please refer to pages 8-9 and 31.

    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.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 4 accordingly. Please refer to pages 8 and 9.

    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.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 4 accordingly. Please refer to page 31.

    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.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 4 accordingly. Please refer to pages 8 and 9.

      3

       Human Capital Management, page 13

              5.

              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.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 4 accordingly. Please refer to pages 14 and 15.

    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.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 4 accordingly. Please refer to page 14. The term “eligible employees” is a term
      specific to the Company’s agreement with TriNet and was included in the Registration Statement to clarify that the Company’s agreement with TriNet does not include human resources administration or any other services for non-U.S. independent
      contractors or any other full time equivalents. However, because all employees are “eligible employees,” meaning that all of the Company’s employees have acknowledged TriNet’s terms and conditions and have provided TriNet with proper Form I-9
      documentation to verify their identity and employment authorization, the Company has removed the references to “eligible employees” from Amendment No. 4 for clarity.

    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. independent contractors.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 4 accordingly. Please refer to page 14.

      4

    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.

    The Company acknowledges the Staff’s comment and respectfully notes for the Staff that the Company is currently not aware of any rules, regulations and
      laws in the Republic of the Marshall Islands, Hong Kong, the British Virgin Islands and the Seychelles which have or are expected to have a material impact on the Company’s business, either directly, or indirectly through the Company’s business with
      API Providers. The Company continues to regularly monitor rules, regulations and laws in these and other applicable jurisdictions, and will update its disclosure in the future as appropriate to describe the material effects that compliance with
      government regulations may have on the Company’s business.

    KYC and KYB Programs, page 16

              7.

              Refer to your response to prior comment 15. Please revise your disclosure to describe your KYB procedures.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 4 accordingly. Please refer to page 18.

    Business

    Our Products and Services

    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.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 4 accordingly. Please refer to page 25.

      5

    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.

    The Company acknowledges the Staff’s comment and advises the Staff that, as of the date of this letter, we do not believe that disclosure is required under
      Item 103 of Regulation S-K, as we do not consider the matter in question to be material. As disclosed in the Registration Statement, in June 2024, OFAC issued a Pre-Penalty Notice informing the Company that OFAC intends to impose a civil monetary
      penalty for alleged violations of U.S. sanctions laws based on the free downloading of our wallet software and the provision of free customer support. We submitted a response to the Pre-Penalty Notice, which asserts a range of factual and legal
      defenses to these highly novel allegations. In August 2024, we received a follow-up Request for Information from OFAC, which suggests that OFAC is continuing to consider the arguments raised in our response. Given the stage of the proceeding, the
      nature of the allegations, and the facts underlying them, it is our judgment, which is informed by legal advice from outside counsel, that the OFAC matter is not material, either from a qualitative or quantitative standpoint. We understand our
      disclosure obligations and the liability framework in which they arise. If, in our judgment, this matter were to become material in the future, then we will timely disclose it in the next periodic report, either pursuant to Part I, Item 3 of Form
      10-K or Part II, Item 1 of Form 10-Q, as the case may be.

    Digital Format Exodus Common Stock

    The Role of Securitize, page 56

              10.

              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 trans