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United States securities and exchange commission logo
May 24, 2023
Yucheng Hu
Chief Executive Officer and President
MarsProtocol Inc.
103 Tampines Street 86 #03-06
The Alps Residences
Singapore 528576
Re:MarsProtocol Inc.
Registration Statement on Form F-4
Filed April 20, 2023
File No. 333-271349
Dear Yucheng Hu:
            We have reviewed your registration 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4 filed April 20, 2023
General
1.We note you checked the box that you qualify as an “emerging growth company” (EGC)
under the JOBS Act.  Please revise your next amendment to disclose the following under
Section 107(b) of the JOBS Act:
•How and when you may lose EGC status;
•The exemptions that are available to EGCs, including those related to auditor
attestation on the effectiveness of Internal Controls over Financial Reporting (ICFR)
under Section 404(b) of Regulation S-K;
•If you have elected to opt out of the extended transition period for complying with
new or revised accounting standards pursuant to Section 107(b), include a statement

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that the election is irrevocable; or
•If you have elected to use the extended transition period for complying with new or
revised accounting standards under Section 102(b)(1), provide a risk factor
explaining that this election allows you to delay the adoption of new or revised
accounting standards that have different effective dates for public and private
companies until those standards apply to private companies.  Please state in your risk
factor that, as a result of this election, your financial statements may not be
comparable to companies that comply with public company effective dates.  Include a
similar statement in your critical accounting policy disclosures.
2.Based on disclosures throughout the document, it appears you sold all aircraft associated
with the leasing business and no longer operate a leasing business subsequent to your
emergence from bankruptcy.  However, based on disclosures in your financial statements
and the related footnotes, it appears you still operate a leasing business that generated
$120,000 in operating lease revenue and $1,478,800 in other income in 2022 and had
assets of $1,431,700 at December 31, 2022.  Please tell us, and revise your next
amendment as appropriate, to discuss your ongoing leasing business, including your future
plans for this business and any other pertinent information for potential investors. To the
extent that you no longer pursue individual aspects of your aircraft leasing business, revise
your disclosure throughout your filing to the past tense. As a single example, as you no
longer appear to hold aircraft on your balance sheet, revise your aircraft capitalization and
depreciation policy disclosure on page F-13 to indicate that aircraft and aircraft engines
were recorded at cost.
3.Provide disclosure of any significant crypto asset market developments material to
understanding or assessing your business, financial condition and results of operations, or
share price, including any material impact from the price volatility of crypto assets.
4.We note your disclosure that you accept crypto assets as a form of payment, as well as
your disclosure that you hold crypto assets.  Please revise to specifically identify the
crypto assets that you hold and accept as payment, as well as those for which you have
plans to hold and accept as payment.  In addition, please identify any and all crypto asset
services that you offer and intend to offer for each crypto asset. Consider using a table or
chart to list these various crypto assets and corresponding services, as applicable.
5.We note your disclosure that, "the stable coins of $3.1 million and crypto assets of $0.4
million" that you held at December 31, 2022 were "highly liquid."  Please explain what
you mean by this or remove this term.
6.Please describe the terms and provisions of your insurance policies, including insurance
policies covering the crypto assets that you hold, and also including, the amount of
coverage, term, termination provisions, renewal options and limitations on coverage. To
the extent there are none, please revise your disclosure to so clarify and expand your risk
factor disclosure as appropriate.

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MarsProtocol Inc.
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7.Under an appropriately captioned heading, please revise your disclosure to include details
regarding your custodial practices for crypto assets, including the items below:
•briefly discuss what portion of the crypto assets are held in hot wallets and cold
wallets;
•disclose the geographic location where the crypto assets are held in cold wallets and
how the private keys are located;
•identify any custodians you use and discuss the material terms of any agreements you
have with them;
•identify the person(s) that have access to the crypto assets and whether any persons
(e.g., auditors, etc.) are responsible for verifying the existence thereof;
•describe the terms and provisions of your insurance policies, if any, covering your
crypto assets and clarify whether any insurance providers have inspection rights.  To
the extent there are no such policies, please revise your disclosure to so clarify and
expand your risk factor disclosure as appropriate; and
•identify the person(s) that have the authority to release the crypto assets from your
wallets.
Cover Page
8.Please revise your cover page to indicate where your common stock is listed, its trading
symbol, and its trading price as of the most recent practicable date.
Questions and Answers, page iii
9.Please include in this section a Question and Answer that includes a discussion of the
percentage of outstanding voting control that related parties hold.  Also include a
discussion of any agreements to vote shares to approve and adopt the Merger Agreement.
If there are no such agreements, please so state.
Summary, page 1
10.Please include in this section an organizational chart that identifies all of the entities in
your business both before and after the Redomicile Merger.  The chart(s) should indicate
the percentage of economic interests and voting interests relevant parties have in each
entity.
11.Please revise this section to include a subheading describing Saving Digital Pte. Ltd
(SDP).  This would include a discussion of when you acquired SDP, your acquisition
costs, its prior business activities, any related party transactions, and any other pertinent
information.
12.Please indicate here the approximate number of customers that you have as part of your
solo-staking and providing proof-of-stake technology tools in Singapore for the Ethereum
network.  Please also revise your risk factor disclosure where you describe your
obligations and interactions with your customers to clarify how many current
customers you have in this aspect of your business.

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13.We note your disclosure throughout that you are currently "exploring other opportunities
in the crypto-related business."  Please revise your disclosure to provide greater details
regarding the crypto-related businesses you are exploring, including whether you are
focused on particular crypto-related businesses, the status of your exploration, any
geographic areas of focus and whether you have engaged in discussions with third
parties or entered into any agreements.
Market Information, page 7
14.We note your disclosures that, "[f]ollowing the Redomicile Merger, the Company ticker
symbol "MPU" will remain unchanged," your risk factor disclosure that "[i]f we do not
continue to satisfy the NYSE American continued listing requirements, our common stock
could be delisted" and that, "[t]he Company and MPU Cayman are in the process of
applying for listing of MPU Cayman’s ordinary shares with the NYSE American under
the ticker symbol "MPU" and hope to complete that process concurrent with or shortly
after the consummation of the Redomicile Merger."  Please reconcile your disclosure
throughout to clarify the status of your listing after the Redomicile Merger.
Risk Factors, page 8
15.Describe any material risk to you, either direct or indirect, due to excessive redemptions,
withdrawals, or a suspension of redemptions or withdrawals, of crypto assets.  Identify
any material concentrations of risk and quantify any material exposures.
16.To the extent material, discuss any reputational harm you may face in light of the recent
disruption in the crypto asset markets.  For example, discuss how market conditions have
affected how your business is perceived by customers, counterparties, and regulators, and
whether there is a material impact on your operations or financial condition.
17.We note that you are not authorized or permitted to offer your products and services to
customers outside of the jurisdictions where you have obtained the required governmental
licenses and authorizations.  For example purposes only, we note your disclosure that the
staking activities conducted in Singapore and on your StaaS platform will currently not be
made available to U.S. residents.  Describe any material risks you face from unauthorized
or impermissible customer access to your products and services outside of those
jurisdictions.  Describe any steps you take to restrict access of U.S. persons to your
products and services and any related material risks.
18.Describe any material risks to your business from the possibility of regulatory
developments related to crypto assets and crypto asset markets.  Identify material pending
crypto legislation or regulation and describe any material effects it may have on your
business, financial condition, and results of operations.
19.Describe any material risks you face related to the assertion of jurisdiction by U.S. and
foreign regulators and other government entities over crypto assets and crypto asset
markets.

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20.Describe any material risks related to safeguarding your, your affiliates’, or your
customers’ crypto assets. Describe any material risks to your business and financial
condition if your policies and procedures surrounding the safeguarding of crypto assets,
conflicts of interest, or comingling of assets are not effective.
21.To the extent material, describe any gaps your board or management have identified with
respect to risk management processes and policies in light of recent crypto asset market
conditions as well as any changes they have made to address those gaps.
22.Describe any material financing, liquidity, or other risks you face related to the impact
that the recent crypto asset market disruption has had, directly or indirectly, on the value
of the crypto assets you use as collateral or the value of your crypto assets used by others
as collateral.
23.To the extent material, describe any of the following risks due to disruptions in the crypto
asset markets:
•Risk from depreciation in your stock price.
•Risk of loss of customer demand for your products and services.
•Financing risk, including equity and debt financing.
•Risk of increased losses or impairments in your investments or other assets.
•Risks of legal proceedings and government investigations, pending or known to be
threatened, in the United States or in other jurisdictions against you or your affiliates.
•Risks from price declines or price volatility of crypto assets.
The enforcement of civil liabilities against MPU Cayman may be more difficult, page 11
24.Please revise this risk factor to specify that many of your officers and directors are located
in China and to identify the risks associated with them being in China.  Please revise to
also include a separate Enforceability section to disclose the difficulty of bringing actions
and enforcing judgements against these individuals.
A particular digital asset's status, such as an ETH, as a "security" in any relevant jurisdiction...,
page 12
25.We note your risk factor disclosure that the legal test for determining whether any given
crypto asset may be considered a security "may evolve over time...and the outcome is
difficult to predict," that "the SEC’s views in this area have evolved over time and it is
difficult to predict the direction or timing of any continuing evolution" and "[i]t is also
possible that a change in the governing administration or the appointment of new SEC
commissioners could substantially impact the views of the SEC and its staff."  Please
remove these statements as the legal tests are well established by U.S. Supreme Court case
law and staff have issued reports, orders, and statements that provide guidance on when a
crypto asset may be a security for purposes of the U.S. federal securities laws.
26.We note your statements in this risk factor that “[t]he SEC generally does not
provide advance guidance or confirmation on the status of any particular digital asset as a

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security.”  Please remove or revise this statement in light of the fact that the Commission
has identified numerous crypto assets as securities, the legal tests are well-established by
U.S. Supreme Court case law, and the Commission and staff have issued reports, orders
and statements that provide guidance on when a crypto asset may be a security for
purposes of the U.S. federal securities laws.
27.Please revise to clarify what you mean by the term "stable cryptocurrency," as opposed to
what you would define as an "unstable" cryptocurrency.
28.We note your disclosure that you make a risk-based assessment that the crypto assets that
you hold and transact in are not securities.  Please describe your policies and procedures,
if any, for analyzing whether a particular crypto asset is a "security" within the meaning of
Section 2(a)(1) of the Securities Act and expand your risk factor to disclose that this risk-
based assessment does not constitute a legal determination binding on the courts.
29.The statement on page 12 that “[p]ublic statements made in the past by senior officials at
the SEC have indicated that the SEC does not intend to take the position that Bitcoin or
Ethereum are securities (in their current form)” is incorrect regarding Ethereum.  Please
revise to remove this statement or revise your disclosure accordingly.
The Company plans to continue to explore other opportunities in the crypto-related business to
expand our business model, page 13
30.We note your disclosure that "[d]ue to regulatory challenges, the Company has
discontinued the Mano game and the alSpace platform on November 3, 2022."  Please
expand this risk factor and your disclosure elsewhere in the filing to describe the
regulatory challenges to which you refer and the impact(s) of the discontinuation on your
business activities.
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