Correspondence 0001213900-23-099881 from Mega Matrix Inc (MPU)
Mega Matrix Inc
Date: Dec. 29, 2023 · CIK: 0001953021 · Accession: 0001213900-23-099881
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-271349
Referenced dates: October 5, 2023
Letter
Via EDGAR Division of Corporation Finance Office of Crypto Assets Amendment No. 1 to Registration Statement on Form F-4 Filed September 11, 2023 File No. 333-271349
Dear Sir/Madam:
On behalf of Mega Matrix Inc. (fka MarsProtocol Inc., the “Company”), we are responding to the Staff’s comment letter dated October 5, 2023, related to the above referenced Registration Statement on Form F-4.
For ease of reference, we have copied the Staff’s comments in italics as indicated below with the Company’s responses.
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.
RESPONSE: In response to the staff’s comments, there are no distinctions for the Company’s disclosure purposes and the Company has revised the filing to use a single defined term of “digital assets”.
ARIZONA ● CALIFORNIA ● COLORADO ● CONNECTICUT ● DELAWARE ● FLORIDA ● GEORGIA ● ILLINOIS ● INDIANA ● KANSAS ● KENTUCKY ● LOUISIANA MARYLAND ● MASSACHUSETTS ● MINNESOTA ● MISSISSIPPI ● MISSOURI ● NEVADA ● NEW JERSEY ● NEW MEXICO ● NEW YORK ● NORTH CAROLINA OHIO ● OREGON ● PENNSYLVANIA ● RHODE ISLAND ● TENNESSEE ● TEXAS ● UTAH ● VIRGINIA ● WASHINGTON ● WASHINGTON D.C. ● WEST VIRGINIA
December 29, 2023
Page 2
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.
RESPONSE: In response to the Staff’s comment, the Company revised its disclosure on pages 9, 13, and 58.
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.
RESPONSE: In response to the Staff’s comment, the Company clarified that as of December 31, 2022, the Company held stable coins of USDC in the amount of $2.97 million, and digital assets including ETH in the amount of $0.37 million and USDT in the amount of $0.09 million, respectively. The Company plans to hold and transact in ETH, USDC and USDT. In response to the Staff’s comment, the Company has revised the disclosure on page 44.
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.
RESPONSE: In response to the Staff’s comment, the Company respectfully submits that it earned 2.5 ETH in total with the cost of $19,000, around $7,600 for one Ethereum in the quarter ended September 30, 2023.
The revenue of solo-staking was decided by the daily closing price of Ethereum and the daily Ethereum rewards the Company received through the solo-staking which was decided how many validators it staked on the Ethereum network and comprehensive rewards rate provided by Ethereum network which was floating. The cost of solo-staking was only composed of services fee charged by MarsLand and the server to support the solo-staking. Services fee charged by MarsLand was $nil within one-year. The monthly fee of the serves was around $6,000.
Monthly Revenue = (Daily closing price of ETH * Daily staking rewards rate/365 * 32 * the number of Validators we staked)
The real staking rewards was the real number of ETH earned from Ethereum network every day. The above equation was just a model easy to estimate the breakeven.
If the Company used the closing ETH price on September 30, 2023, from Coinmarketcap which was $1,667 as each day’s ETH price in a certain month and YTD rate of its Ethereum staking since September 2022 which was around 4%, the Company needed to stake at least 1088 ETH, 34 validators and generated 3.6 ETH rewards to achieve the breakeven.
The more validators the Company stakes, the higher of ETH rewards rate and the higher of ETH price, the more rewards and revenue the Company will earn.
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
December 29, 2023
Page 3
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.
RESPONSE: In response to the Staff’s comment, the Company respectfully submits that its service agreement with MarsLand for utilizing their staking platform is the same as their other customers. The Company does not have any material terms under the service agreement.
On December 15, 2023, SDP entered into the License Agreement with MarsLand authorizing Marsland the right to use the MarsProtocol rademark in connection with MarsLand’s staking as a service (“StaaS”) business. . The Company has attached the License Agreement to its Form 8-K filed with the SEC on December 20, 2023. In response to the Staff’s comment, the Company has revised the disclosure on pages 2 and 28.
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.
RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 1, 7, 15, and 27. The Company has removed references to exploring other crypto related business in Singapore as the Company is not currently considering or evaluating any crypto related business model.
Risks Relating to Our Business, page 7
7. We note your response to comment 31. Please delete the reference to Tbit on page 7.
RESPONSE: In response to the Staff’s comment, the Company deleted reference to Tbit on page 7.
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
December 29, 2023
Page 4
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.
RESPONSE: In response to the Staff’s comment, the Company revised its disclosure on page 19 that Matrixport Cactus is the Company’s principal market for ETH.
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.
RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on pages 1, 2, 15, 28, and 52. The Company has not provided any crypto related services outside of Singapore or in any other jurisdictions. The disclosures have been revised to reflect that SDP currently has no customers and only conducting solo-staking using the MarsLand staking service.
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.
RESPONSE: In response to the Staff’s comment, the Company has revised the disclosure on page 18.
Risks Related to Our Business
The Company plans to continue to explore other opportunities, page
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.
RESPONSE: In response to the Staff’s comment, the Company respectfully submits that there was no material impact to our business activities due to the discontinuation of the Mano game and the alSpace platform. In response to the Staff’s comment, the Company has revised the disclosure on pages 27, 33 and 37.
Because of the recent decline in the cryptocurrency market and other adverse developments, page 17
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
December 29, 2023
Page 5
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.
RESPONSE: In response to the Staff’s comment, the Company has revised its disclosures to clarify that the Company only hold ETH, USDT and USDC, and only stake ETH to generate revenue. In response to the Staff’s comment, the Company has revised the disclosure on pages 19, 44, and 52.
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 detail your KYC and AML policies and procedures. .
RESPONSE: In response to the Staff’s comment, the Company respectfully submits that it currently conducts ETH solo-staking in Singapore utilizing the MarsLand staking services and have no customers. The Company will not offer any crypto-related services to U.S. persons in the future. In response to the Staff’s comment, the Company has revised the disclosure on pages 1, 2, 15, 28, and 52.
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;
RESPONSE: In response to the Staff’s comment, the Company confirmed that it has exited from the business of providing staking tools to third parties for staking as a service since July 2023. In response to the Staff’s comment, the Company has revised the disclosure on pages 1, 28, and 32.
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
December 29, 2023
Page 6
● 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;
RESPONSE: In response to the Staff’s comment, the Company did not generate revenues from 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
RESPONSE: In response to the Staff’s comment, the Company confirmed that 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
● 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.
RESPONSE: In response to the Staff’s comment, the Company revised on pages 1, 28 and 32 to make clear that MTP no longer provides non-custodial staking tools to third parties from July 2023.
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.
RESPONSE: In response to the Staff’s comment, the Company has updated its unaudited condensed financial statements as of and for the three and nine months ended September 30, 2023. The Company has revised on page 27 that “For the nine months ended September 30, 2023, the Company earned 8.2 ETH from solo-staking services and 1.9 ETH from provision of staking technology tools”.
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
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CORRESP
1
filename1.htm
John P. Yung
2020 West El Camino Avenue, Suite 700
Sacramento, California 95833
John.Yung@lewisbrisbois.com
Direct: 916.646.8288
December 29, 2023
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Crypto Assets
100 F Street NE
Washington, DC 20549
Re: Mega Matrix Inc. (fka MarsProtocol Inc.)
Amendment No. 1 to
Registration Statement on Form F-4
Filed September 11, 2023
File No. 333-271349
Dear Sir/Madam:
On behalf of Mega Matrix Inc.
(fka MarsProtocol Inc., the “Company”), we are responding to the Staff’s comment letter dated October 5, 2023, related
to the above referenced Registration Statement on Form F-4.
For ease of reference, we
have copied the Staff’s comments in italics as indicated below with the Company’s responses.
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.
RESPONSE: In response to the staff’s comments, there are no distinctions
for the Company’s disclosure purposes and the Company has revised the filing to use a single defined term of “digital assets”.
ARIZONA
● CALIFORNIA ● COLORADO ● CONNECTICUT ● DELAWARE ● FLORIDA ● GEORGIA ● ILLINOIS ● INDIANA
● KANSAS ● KENTUCKY ● LOUISIANA MARYLAND ● MASSACHUSETTS ● MINNESOTA ● MISSISSIPPI ● MISSOURI
● NEVADA ● NEW JERSEY ● NEW MEXICO ● NEW YORK ● NORTH CAROLINA OHIO ● OREGON ● PENNSYLVANIA
● RHODE ISLAND ● TENNESSEE ● TEXAS ● UTAH ● VIRGINIA ● WASHINGTON ● WASHINGTON D.C. ●
WEST VIRGINIA
December 29, 2023
Page 2
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.
RESPONSE: In response to the Staff’s comment, the Company revised
its disclosure on pages 9, 13, and 58.
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.
RESPONSE: In response to the Staff’s comment, the Company clarified
that as of December 31, 2022, the Company held stable coins of USDC in the amount of $2.97 million, and digital assets including ETH
in the amount of $0.37 million and USDT in the amount of $0.09 million, respectively. The Company plans to hold and transact in ETH,
USDC and USDT. In response to the Staff’s comment, the Company has revised the disclosure on page 44.
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.
RESPONSE: In response to the Staff’s comment, the Company respectfully
submits that it earned 2.5 ETH in total with the cost of $19,000, around $7,600 for one Ethereum in the quarter ended September 30, 2023.
The revenue of solo-staking was decided
by the daily closing price of Ethereum and the daily Ethereum rewards the Company received through the solo-staking which was decided
how many validators it staked on the Ethereum network and comprehensive rewards rate provided by Ethereum network which was floating.
The cost of solo-staking was only composed of services fee charged by MarsLand and the server to support the solo-staking. Services fee
charged by MarsLand was $nil within one-year. The monthly fee of the serves was around $6,000.
Monthly
Revenue = (Daily closing price of ETH * Daily staking rewards rate/365 * 32 * the number of Validators we staked)
The real staking rewards
was the real number of ETH earned from Ethereum network every day. The above equation was just a model easy to estimate the breakeven.
If the Company used
the closing ETH price on September 30, 2023, from Coinmarketcap which was $1,667 as each day’s ETH price in a certain month and
YTD rate of its Ethereum staking since September 2022 which was around 4%, the Company needed to stake at least 1088 ETH, 34 validators
and generated 3.6 ETH rewards to achieve the breakeven.
The more validators the Company stakes,
the higher of ETH rewards rate and the higher of ETH price, the more rewards and revenue the Company will earn.
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
December 29, 2023
Page 3
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.
RESPONSE: In response to the Staff’s comment, the Company respectfully
submits that its service agreement with MarsLand for utilizing their staking platform is the same as their other customers. The Company
does not have any material terms under the service agreement.
On December 15, 2023,
SDP entered into the License Agreement with MarsLand authorizing Marsland the right to use the MarsProtocol rademark in connection with
MarsLand’s staking as a service (“StaaS”) business. . The Company has attached the License Agreement to its Form 8-K
filed with the SEC on December 20, 2023. In response to the Staff’s comment, the Company has revised the disclosure on pages 2 and
28.
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.
RESPONSE: In response to the Staff’s comment, the Company has revised
the disclosure on pages 1, 7, 15, and 27. The Company has removed references to exploring other crypto related business in Singapore
as the Company is not currently considering or evaluating any crypto related business model.
Risks Relating to
Our Business, page 7
7. We note your response to comment 31. Please delete the reference to Tbit on page 7.
RESPONSE: In response to the Staff’s comment, the Company deleted
reference to Tbit on page 7.
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
December 29, 2023
Page 4
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.
RESPONSE: In response to the Staff’s comment, the Company revised
its disclosure on page 19 that Matrixport Cactus is the Company’s principal market for ETH.
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.
RESPONSE: In response to the Staff’s comment, the Company has revised
the disclosure on pages 1, 2, 15, 28, and 52. The Company has not provided any crypto related services outside of Singapore or in any
other jurisdictions. The disclosures have been revised to reflect that SDP currently has no customers and only conducting solo-staking
using the MarsLand staking service.
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.
RESPONSE: In response to the Staff’s comment, the Company has revised
the disclosure on page 18.
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.
RESPONSE: In response to the Staff’s comment, the Company respectfully
submits that there was no material impact to our business activities due to the discontinuation of the Mano game and the alSpace platform.
In response to the Staff’s comment, the Company has revised the disclosure on pages 27, 33 and 37.
Because of the recent
decline in the cryptocurrency market and other adverse developments, page 17
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
December 29, 2023
Page 5
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.
RESPONSE: In response to the Staff’s comment, the Company has revised
its disclosures to clarify that the Company only hold ETH, USDT and USDC, and only stake ETH to generate revenue. In response to the
Staff’s comment, the Company has revised the disclosure on pages 19, 44, and 52.
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 detail your KYC
and AML policies and procedures. .
RESPONSE: In response to the Staff’s comment, the Company respectfully
submits that it currently conducts ETH solo-staking in Singapore utilizing the MarsLand staking services and have no customers. The Company
will not offer any crypto-related services to U.S. persons in the future. In response to the Staff’s comment, the Company has revised
the disclosure on pages 1, 2, 15, 28, and 52.
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;
RESPONSE: In response to the Staff’s comment, the Company confirmed
that it has exited from the business of providing staking tools to third parties for staking as a service since July 2023. In response
to the Staff’s comment, the Company has revised the disclosure on pages 1, 28, and 32.
LEWIS BRISBOIS BISGAARD & SMITH LLP
www.lewisbrisbois.com
December 29, 2023
Page 6
● 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;
RESPONSE: In response to the Staff’s comment, the Company did not
generate revenues from 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
RESPONSE: In response to the Staff’s comment, the Company confirmed
that 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
● 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.
RESPONSE: In response to the Staff’s comment, the Company revised
on pages 1, 28 and 32 to make clear that MTP no longer provides non-custodial staking tools to third parties from July 2023.
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.
RESPONSE: In response to the Staff’s comment, the Company has updated
its unaudited condensed financial statements as of and for the three and nine months ended September 30, 2023. The Company has revised
on page 27 that “For the nine months ended September 30, 2023, the Company earned 8.2 ETH from solo-staking services and 1.9 ETH
from provision of staking technology tools”.
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