SecProbe.io

United States securities and exchange commission logo
October 5, 2023
Yucheng Hu
Chief Executive Officer and President
MarsProtocol Inc.
103 Tampines Street 86 #03-06
The Alps Residences
Singapore 528576
Re:MarsProtocol Inc.
Amendment No. 1 to
Registration Statement on Form F-4
Filed September 11, 2023
File No. 333-271349
Dear Yucheng Hu:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 24, 2023 letter.
Amendment No. 1 to Form F-4
General
1.Please clarify the distinction, if any, in the terms “crypto currencies,” “digital currencies,”
“digital assets,” “digital securities” and “crypto assets.”  If there is no distinction, please
revise the filing to use a single defined term throughout.
2.We note your responses to comments 8 and 14.  We further note your disclosure on page
26 that, "[t]he Company's common stock is currently listed on NYSE American under the
symbol "MPU.""  Please reconcile your disclosure throughout to clarify the status of your
listing after the Redomicile Merger.

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Yucheng Hu
MarsProtocol Inc.
October 5, 2023
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3.We note your response to comment 4 and your response to comment 39 that as of
December 31, 2022, “the Company owned ETH only.”  We further note your disclosure
on page 42 that, “[a]s of December 31, 2022, [you] held approximately $2.97 million in
USDC issued by Circle Internet Financial Public Limited Company and $0.09 million in
USDT issued by Tether Limited Inc.” Please revise your disclosure to specifically identify
the crypto assets that you hold, as well as those for which you have plans to hold or
otherwise transact in.
4.Please revise your disclosure to provide a comprehensive breakeven analysis for your
Ethereum staking operations that compares the cost to earn one Ethereum with the market
value of one Ethereum. Identify and explain all relevant inputs.  Quantitative tabular
disclosure may be helpful.
Summary
The Redomicile Merger
Saving Digital Pte. Ltd., page 1
5.Please revise to describe the material terms of your agreements with MarsLand Global
Limited for staking services, and for authorization to use the trademark MarsProtocol.
Please file those agreements as material contracts or explain why you are not required to
do so.
Recent Developments, page 1
6.We note your response to comment 13.  We also note your revised disclosure on page 1
that you "intend to use SDP to explore other crypto related business in Singapore" and that
you "are currently looking at and evaluating other crypto-related business models outside
of the United States that [you] believe may be synergistic with [y]our existing business."
Please revise to provide expanded disclosure regarding the "other crypto related business"
that you are considering and the "other crypto-related business models" that you are
currently looking at and evaluating.  In addition, please disclose if you have engaged
in any discussions or entered into any agreements with individuals or businesses in this
regard.
Risks Relating to Our Business, page 7
7.We note your response to comment 31.  Please delete the reference to Tbit on page 7.
Risk Factors, page 10
8.We note your response to comment 61.  We further note your disclosure throughout the
document that CoinMarketCap is your principal market for valuing your digital assets.
Please reconcile with the disclosure on page 18 that the Coinbase exchange is your
principal market for Bitcoin as it does not appear that you hold, or trade, Bitcoin in the
periods presented.  Please revise, or advise otherwise.

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Yucheng Hu
MarsProtocol Inc.
October 5, 2023
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9.We note your response to comment 17 that you are not limited or restricted in offering
your services outside of Singapore and in other jurisdictions.  Please revise your
disclosure to describe any material risks you face from unauthorized or impermissible
customer access to your products and services outside of the jurisdictions where you have
obtained the required governmental licenses and authorizations.  In addition, please revise
your disclosure to describe any steps you take to restrict access of U.S. persons to your
products and services and any related material risks.
10.We note your response to comment 21.  As we are unable to locate responsive disclosure,
we reissue our comment.  Please revise to describe any material 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.
Risks Related to Our Business
The Company plans to continue to explore other opportunities, page 15
11.We note your response to comment 30 and re-issue in part.  Please revise to disclose the
impact(s) of the discontinuation of the Mano game and the alSpace platform on your
business activities.  We also note your statement here and elsewhere that you have decided
to discontinue the Mano game and the alSpace platform due to business reasons.  Please
reconcile your disclosures on pages 27, 31, 33, 35, F-3, F-8, F-26, F-45 and F-50 that such
discontinuation was due to “regulatory challenges” and enforcement actions brought by
the SEC against the promoters of several digital assets.
Because of the recent decline in the cryptocurrency market and other adverse developments,
page 17
12.We note your disclosure throughout that you have focused your efforts on solo-staking,
which you describe as a process that involves putting up ETH, setting up and running a
full Ethereum node, validating transactions on the Ethereum network, and earning rewards
for doing so.  We also note the statement here that you “also hold and stake a number of
crypto assets to generate revenue.”  Please revise to describe which other crypto assets
you hold and stake, and your planned activities with respect to staking such other crypto
assets, including without limitation, such program features, whose crypto assets are being
staked, who is eligible to participate, and how the validation process is conducted through
the program and by whom.
We are exposed to various risks associated with the failure to safeguard our crypto assets, page
19
13.We note your response to comment 17 that you are not limited or restricted in offering
your services outside of Singapore and in other jurisdictions, and that you are voluntarily
limiting your crypto-related business in Singapore.  Given the possibility that your
services may be offered to U.S. persons in the future, please revise to describe in greater

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detail your KYC and AML policies and procedures.
Management's Discussion and Analysis
Corporate Developments, page 27
14.We note your response to comment 65.  Please tell us, and revise your next amendment as
appropriate, to address the following:
•Confirm our understanding that you have exited the business of providing staking
tools to third parties for staking as a service;
•Tell us if you have any revenues related to providing staking tools to third parties for
staking as a service subsequent to July 1, 2023;
•Tell us if all revenues included in the line item 'Revenue from provision of staking
technology tools' were related to providing staking tools to third parties for staking as
a service in the six months ended June 30, 2023, and if not, what the other revenues
relate to; and
•Revise your next amendment to make sure that disclosures related to providing
staking tools to third parties for staking as a service are clear that these operations are
historical and not ongoing.  Refer to pages 2 and 28 specifically for examples of
disclosure that appears to cast the staking as a service business in the present and
future tense, and not past.
15.We note your disclosure on page 27 that you earned transaction fees of 5.7 ETH on your
staked coins in the year ended December 31, 2022.  From the rollforward on page 29, it
appears you earned 5.7 ETH as a staking reward and 1.0 from provision of staking
technology tools in the six months ended June 30, 2023.  Please clarify for us the period
during which these rewards were earned and revise your disclosure for consistency in your
next amendment.
16.We note your response to comment 40 which states that as of December 31, 2022, the
Company did not collateralize the crypto assets for any loan, margin, rehypothecation, or
other similar activities to which the Company or its affiliates are a party.  We reissue our
prior comment and request that you respond as of the present date.  To the extent material,
explain whether, to your knowledge, crypto assets you have issued serve as collateral for
any other person’s or entity’s loan, margin, rehypothecation or similar activity.  If so,
discuss whether the recent crypto asset market disruption has impacted the value of the
underlying collateral and explain any material financing and liquidity risk this raises for
your business.
17.We note your response to comment 41 and re-issue in part.  Please revise to disclose the
method and costs for acquiring the unaccounted for 123 ETH.
18.We note your response to comment 42 that you have ceased providing non-custodial
staking tools services, and are only engaged in solo-staking operations.  Please reconcile
your disclosures on pages 28, F-8, F-35 and F-40 that non-custodial staking services are
currently not available to U.S. residents.

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Ethereum Rewards, page 29
19.We note your response to comment 27.  Please reconcile your usage of the term “stable
cryptocurrencies” here and on page 42.
Results of Operations, page 31
20.We note your response to comment 35.  Please revise your next amendment to break out
the material components of the expense category 'Professional fees, general administrative
and other' for the interim periods - Three Months Ended June 30, 2023 and Six Months
Ended June 30, 2023 - like you did for the year ended December 31, 2022 on page 36.
21.We note your response to comment 52.  Please revise your next amendment to reflect the
black line separating Predecessor and Successor periods properly in your table on page 36
for Professional, general and administrative and other expenses.  Currently, the black line
is between two Successor periods.
Liquidity and Capital Resources, page 34
22.We note your response to comment 5.  Please reconcile your use of the term “highly
liquid” here and on page F-41.
Business of the Company
Crypto-Related Business, page 41
23.We note your response to comment 50 and your description of solo staking on page
42.  Please revise to provide additional disclosure concerning your solo staking program,
including but not limited to:
•How and when staking rewards and revenues are calculated and earned;
•Whether staked crypto assets can be used or allocated, and if so how; and
•The nature and quantification of your staking expenses.
24.We note your response to comment 49 that you have ceased providing your non-custodial
staking tools services.  We note your disclosure that you were engaged in solo-staking and
that you provided proof-of-stake technology tools in Singapore for the Ethereum
network. Please expand your disclosure here and in the Summary section to specify the
technology tools to which you refer.
Custodial Practices, page 42
25.We note your response to comment 7 and re-issue in part.  We also note that Matrixport is
a “hot custodian,” and your disclosure on page 18 that you “seek to choose a trusted and
secure custody service provider to protect [your] digital currency assets.”  Please confirm
100% of your crypto asset are held in hot wallets, or if not, discuss what portion of the
crypto assts are held in hot wallets and cold wallets.  Please also revise to describe the
criteria you used in selecting Matrixport as custodian.

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Index to Financial Statements
Audited Financial Statements for the Years Ended December 31, 2022 and 2021, page F-1
26.We acknowledge your responses to comments 55, 56 and 58.  Adjustments to reflect
GAAP-compliant classifications from noncompliant classifications are the corrections of
errors.  As a result, please revise your audited financial statements to present the
following:
•All the disclosures required by ASC 250-10-50-1 for each of the error corrections
made in the referenced comments;
•Label each impacted balance sheet and statement of operations and comprehensive
income (loss) column as "As Restated"; and
•Have your auditors dual date their opinion for the error corrections.
This comment also applies to the December 31, 2022 balance sheet presented with your
interim financial statements.
Consolidated Statements of Operations and Comprehensive Income (Loss)
Year Ended December 31, 2022, page F-5
27.We note your response to comment 54.  Noting that you recorded $540,000 and
$5,753,900 in operating lease revenue 2021 in the Successor and Predecessor periods,
respectively, please tell us why there was no cost of revenue related to the aircraft leasing
business.
Notes to Consolidated Financial Statements
Note 2. Summary of Principal Accounting Policies
Stablecoins, page F-11
28.We acknowledge your response to comment 58. Please address the following additional
comments:
•Revise your policy disclosure to remove reference to Tether USD as a financial
instrument;
•Revise your policy disclosure to indicate how you account for stablecoins that are
financial instruments (i.e., USD Coin); and
•Separately reference for us the authoritative literature you rely upon to account for
USD Coin.
Digital Assets, page F-12
29.We note your response to comment 60.  Please tell us the following regarding your digital
assets awarded to the Company through your GameFi and solo-staking business and your
classification within operating activities on the Consolidated Statements of Cash Flows:
•Your average holding period for the ETH and BNB awarded to you through the
GameFi and solo staking businesses;
•How you ultimately disposed of the ETH and BNB awarded to you, or, if you still
hold these crypto assets, how you ultimately plan to use them, or when you plan to

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dispose them;
•How you considered the guidance in ASC 230-10-45-11 through 13 and ASC 230-
10-45-28.b regarding the classification of productive assets and intangible assets as
investing activities given that your crypto assets are classified as intangible assets;
and
•More specifically how your activities from the GameFi and solo staking businesses
fit within the guidance you presented in your response pursuant to ASC 230-10-45-
16.  Simply quoting the guidance without providing your analysis and support as to
why it is applicable is not useful.
30.We note your response to comment 61.  ASC 82