SecProbe.io

CORRESP
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 filename1.htm

 CORRESP

 VIA EDGAR
 May 27, 2025 United States Securities and Exchange
Commission Division of Corporation Finance 100 F Street, NE
 Washington, D.C. 20549-3561

 Re:
 Exodus Movement, Inc.
 Registration Statement on Form S-3 (File
 No. 333-287587) Ladies and Gentlemen:
 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
above-referenced Registration Statement on Form S-3 (File No. 333-287587) of Exodus Movement, Inc. so that it may become effective at 4:30 p.m., Eastern Time, on May 29, 2025, or as soon as possible
thereafter. It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Harrison Tucker
at Gibson, Dunn & Crutcher LLP, our external counsel, at (346) 718-6643.

 Sincerely,

 EXODUS MOVEMENT, INC.

 /s/ James Gernetzke

 James Gernetzke Chief Financial
Officer

 cc:
 Harrison Tucker, Gibson, Dunn & Crutcher LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 13, 2025

Jon Paul Richardson
Chief Executive Officer
Exodus Movement, Inc.
15418 Weir St. #333
Omaha, NE 68137

 Re: Exodus Movement, Inc.
 Draft Registration Statement on Form S-3
 Submitted May 12, 2025
 CIK No. 0001821534
Dear Jon Paul Richardson:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. We remind you that the company and its
management are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Sonia Bednarowski at 202-551-3666 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
</TEXT>
</DOCUMENT>

December 5, 2024
James Gernetzke
Chief Financial Officer
Exodus Movement, Inc.
15418 Weir Street, Suite #333
Omaha, NE 68137
Re:Exodus Movement, Inc.
Registration Statement on Form 10-12G
Filed February 28, 2024
File No. 000-56643
Dear James Gernetzke:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Thomas J. Kim

CORRESP
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    December 4, 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. 6 to Registration Statement on Form 10-12G

            Filed November 27, 2024

            File No. 000-56643

    Dear Ms. Bednarowski:

    Set forth below is the response of Exodus Movement, Inc. (the “Company”), in response to the comment of the staff of the Securities and Exchange Commission (the “Commission”) Division of Corporation Finance (the “Staff”) contained in your letter,
      dated December 4, 2024, regarding the above-referenced Amendment No. 6 to the Registration Statement on Form 10-12G. The Staff’s comment is set forth below in bold type, followed by the Company’s response.

    Amendment No. 6 to Registration Statement on Form 10-12G

    General

          1.

            Please confirm your understanding in writing that:

          •

             our decision not to issue additional comments should not be interpreted to mean that we either agree or disagree with your disclosure or responses, or, with respect to your business operations, any conclusions
              you have made, positions you have taken, or practices you have engaged in or may engage in.

          •

             completing our review of the filing does not foreclose the Commission from taking any action or advancing any position with respect to the filing, the company, or the company’s practices.

    The Company hereby confirms its understanding that:

          •

            The Staff’s decision not to issue additional comments should not be interpreted to mean that the Staff either agrees or disagrees with the Company’s disclosure or responses, or, with respect to the Company’s business operations, any
              conclusions the Company has made, positions the Company has taken, or practices the Company has engaged in or may engage in.

          •

            The Staff’s completing its review of the filing does not foreclose the Commission from taking any action or advancing any position with respect to the filing, the Company, or the Company’s practices.

    ***

    If you have any questions regarding the response set forth above, please do not hesitate to call Sonia G. Barros at (202) 736-8387 or Thomas J. Kim at (202) 887-3550.

            Sincerely,

            /s/ James Gernetzke

            James Gernetzke

            Chief Financial Officer

            cc:

            Jon Paul Richardson, Exodus Movement, Inc.

            Thomas J. Kim, Gibson, Dunn & Crutcher LLP

            Sonia G. Barros, Sidley Austin LLP

December 4, 2024
James Gernetzke
Chief Financial Officer
Exodus Movement, Inc.
15418 Weir Street, Suite #333
Omaha, NE 68137
Re:Exodus Movement, Inc.
Amendment No. 6 to Registration Statement on Form 10-12G
Filed November 27, 2024
File No. 000-56643
Dear James Gernetzke:
            We have reviewed your amended filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
Amendment No. 6 to Registration Statement on Form 10-12G
General
1.Please confirm your understanding in writing that:
•our decision not to issue additional comments should not be interpreted to mean
that we either agree or disagree with your disclosure or responses, or, with respect
to your business operations, any conclusions you have made, positions you have
taken, or practices you have engaged in or may engage in.
•completing our review of the filing does not foreclose the Commission from
taking any action or advancing any position with respect to the filing, the
company, or the company’s practices.

December 4, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Kate Tillan at 202-551-3604 or David Irving at 202-551-3321 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sonia Bednarowski at 202-551-3666 or Sandra Hunter Berkheimer at 202-551-3758
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Thomas J. Kim

CORRESP
1
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  November 26, 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. 5 to Registration Statement on Form 10-12G

              Filed November 13, 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 November 25, 2024 (the “Comment Letter”), regarding the above-referenced Amendment No. 5 to the Registration Statement on Form 10-12G, (as amended by Amendment No.
      5, 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. 6 (“Amendment No. 6”) to the Registration Statement.

    Amendment No. 5 to Registration Statement on Form 10-12G

    Business

    Our Products and Services

    New Products, Passkeys, page 5

              1.

              While we note your disclosure that you had no revenue from the Passkeys Wallet for the three months ended September 30, 2024, please tell us
                whether you had any users of this product as of September 30, 2024.

    As we are at the early stages of this new product, there were less than 50 users of the Passkeys wallet during the week of September 30, 2024.

    In addition, you disclose that a user’s private key is encrypted using an encryption key provided by Exodus. Tell us who holds the
      encryption key and whether you, as a company or your agent, hold the key (such as on your cloud-based server) or whether the key is held locally on the Exodus app and stored locally on the user’s machine.

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

    KYC and KYB Programs

    KYB Program For API Providers and Vendors, page 19

              2.

              We note your response to prior comment 5. Please revise your disclosure on page 19 to identify
                  the third-party providers you use for your KYB diligence.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 6 accordingly. Please refer to page 19.

    ***

    If you have any questions regarding the response set forth above, please do not hesitate to call Sonia G. Barros at (202) 736-8387 or Thomas J. Kim at (202)
      887-3550.

            Sincerely,

            /s/ James Gernetzke

              James Gernetzke

              Chief Financial Officer

              cc:

              Jon Paul Richardson, Exodus Movement, Inc.

                Thomas J. Kim, Gibson, Dunn & Crutcher LLP

                Sonia G. Barros, Sidley Austin LLP

November 25, 2024
James Gernetzke
Chief Financial Officer
Exodus Movement, Inc.
15418 Weir Street, Suite #333
Omaha, NE 68137
Re:Exodus Movement, Inc.
Amendment No. 5 to Registration Statement on Form 10-12G
Filed November 13, 2024
File No. 000-56643
Dear James Gernetzke:
            We have reviewed your amended filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
letter, we may have additional comments.
Amendment No. 5 to Registration Statement on Form 10-12G
Business
Our Products and Services
New Products, Passkeys, page 5
1.While we note your disclosure that you had no revenue from the Passkeys Wallet for
the three months ended September 30, 2024, please tell us whether you had any users
of this product as of September 30, 2024. In addition, you disclose that a user's private
key is encrypted using an encryption key provided by Exodus. Tell us who holds the
encryption key and whether you, as a company or your agent, hold the key (such as on
your cloud-based server) or whether the key is held locally on the Exodus app and
stored locally on the user's machine.

November 25, 2024
Page 2
KYC and KYB Programs
KYB Program For API Providers and Vendors, page 19
2.We note your response to prior comment 5. Please revise your disclosure on page 19
to identify the third-party providers you use for your KYB diligence.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Kate Tillan at 202-551-3604 or David Irving at 202-551-3321 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sonia Bednarowski at 202-551-3666 or Sandra Hunter Berkheimer at 202-551-3758
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Thomas J. Kim

CORRESP
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       November 12, 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. 4 to Registration Statement on Form 10-12G

              Filed October 10, 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 October 31, 2024 (the “Comment Letter”), regarding the above-referenced Amendment No. 4 to the Registration Statement on Form 10-12G, (as amended by Amendment No. 4, 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. 5 (“Amendment No. 5”) to the Registration Statement.

      Amendment No. 4 to Registration Statement on Form 10-12G

      Business

      Our Products and Services, page 4

                1.

                We note news articles about your partnerships with Blockchain.com and Ledger Live. Please revise to add disclosure regarding the XO Swap and Passkey Wallet & SDK products offered on
                  your platform and, to the extent your agreements with Blockchain.com and Ledger Live are material, please revise to disclose the material terms of these agreements. Please refer to Item 601(b)(10) of Regulation S-K.

        1

      The Company acknowledges the Staff’s comment and has revised Amendment No. 5 accordingly. Please refer to pages 5 and 8.

      The Company respectfully advises the Staff that the Company does not believe that the agreements with Blockchain.com or Ledger Live are material or that its business is substantially dependent on
        either agreement. The agreements with Blockchain.com and Ledger Live are of the type that ordinarily accompanies the type of business conducted by the Company, and the Company is not substantially dependent upon either agreement.  The financial
        terms of each agreement are immaterial in amount and significance to the Company’s financial statements. In addition, neither agreement contains any exclusive licenses or contains any milestone or royalty obligations.

      Pricing Information Offered Directly on the Exodus Platform, page 5

                2.

                We note your response to prior comment 1. Please revise your disclosure on page 5 to describe what qualifies as a “material” variance.

      The Company acknowledges the Staff’s comment and has revised Amendment No. 5 to describe what qualifies as a “material” variance. Please refer to page 5.

      Also revise to disclose, if true, that, if a material variance occurs between the primary and secondary providers without a material variance between the primary
          provider and the tertiary provider, the platform continues to display the primary provider’s updated pricing information.

        The Exodus Platform does not check for the existence of a material variance (15%) between the primary provider and the tertiary provider. This is because the Exodus Platform
          already checks (a) the primary provider’s pricing information against the secondary provider’s pricing information and (b) the secondary provider’s pricing information against the tertiary provider’s pricing information. Thus, in a situation
          where the primary provider’s pricing information differs from the secondary provider’s pricing information, the Company believes that the lack of a material variance between the secondary provider and the tertiary provider is sufficient support
          for the Exodus Platform to show the secondary provider’s price without conducting an additional check between the primary provider and the tertiary provider.

          However, as disclosed in the Registration Statement, the Exodus Platform does check for widespread variances, considered to exist if there is a 2% variance in price across
            the primary and secondary providers and the additional verification source (e.g., due to a widespread outage across multiple service providers). In this situation, the Exodus Platform will continue to show the primary provider’s most recently
            available price before the 2% widespread variance occurred and until such 2% widespread variance no longer exists.

      Services Offered and Performed by Our API Providers, page 5

                3.

                We note your response to prior comment 2. Please disclose the custody arrangements for users’ assets held in lightning wallets provided by Wallet of Satoshi and disclose the risks to
                  users in the event that Wallet of Satoshi experiences insolvency or bankruptcy.

      The Company acknowledges the Staff’s comment and has revised Amendment No. 5 accordingly. Please refer to pages 11, 21 and 32.

      Human Capital Management

      Cryptocurrency Payroll Process, page 14

                4.

                We note your response to prior comment 5. Please revise your disclosure on page 14 to describe how CryptoCompare calculates the bitcoin spot rate.

        2

      The Company respectfully advises the Staff that, given the technical nature of the bitcoin spot rate calculation and in light of the Company’s lack of involvement in such calculation, the Company
        is not in a position to provide disclosure that describes with sufficient certainty the technical processes and mechanics that underpin CryptoCompare’s calculation of its bitcoin spot rate.

      As disclosed in the Registration Statement, the Company contracts with Gilded Inc. (“Gilded”) to help administer the Company’s bulk cryptocurrency payments system; in turn, Gilded contracts with
        CryptoCompare. This means the Company is not in direct privity of contract with CryptoCompare for this payroll function and therefore does not have contractual rights to access and is not otherwise privy to information regarding CryptoCompare’s
        bitcoin spot rate mechanics.  However, in an effort to address any underlying concerns of the Staff with respect to CryptoCompare’s calculations and how this may impact the Company’s payroll function, the Company respectfully notes that the Company
        discloses to its employees and non-U.S. independent contractors that CryptoCompare is Gilded’s source for the bitcoin spot rate, and employees and non-U.S. independent contractors can compare CryptoCompare’s pricing data to other global pricing
        providers if they so choose. To date, the Company has not received any complaints from employees or non-U.S. independent contractors regarding CryptoCompare’s bitcoin spot rate calculation.

      KYC and KYB Programs

      KYB Program For API Providers and Vendors, page 18

                5.

                We note your response to prior comment 7. Please identify the third party that performs the KYB analyses of your API Providers and vendors as well as the material terms of the agreement
                  with the third party.

      The Company engages multiple third parties to assist with its Know your Business (KYB) analyses of API Providers and vendors. Specifically, the Company utilizes and relies on tools from
        Chainalysis, a blockchain analysis firm, Veriff, an identity verification platform, and ComplyAdvantage, an entity that performs sanctions and adverse media screenings. The Company has revised Amendment No. 5 to identify these third-party providers
        and to disclose that such agreements are standard commercial agreements entered into by the Company in the normal course. Please refer to page 19.

      In response to the Staff’s request to identify the material terms of these agreements, the Company notes that these agreements provide for the provision of services for an agreed-upon term and may
        renew automatically for a one-year period, or a period equal to the expiring service period, unless either party provides notice of its intent to not renew the agreement. In addition, the agreements may be terminated by either party for a material
        breach which remains uncured following thirty days’ notice, or where continued performance of the agreement would violate applicable law or regulatory requirements, or in the event of the Company’s insolvency or inability to pay its debts.

        3

       In addition, please describe your internal KYB policy, including the various procedures for documenting, reporting and responding to potential violations of applicable
        sanctions rules, along with the procedures for assessing business relationships with API Providers or vendors that have been the subject of sanction violations.

      The Company’s KYB policy outlines various procedures for documenting, reporting and responding to potential violations of applicable sanctions rules. For example, it is Company policy that Exodus’
        full-time equivalents identify potential “red flags” that may violate the Company’s sanctions policy. These red flags, along with other suspicious activities, must be reported to Exodus’ legal and compliance teams. Once reported, the Company will
        conduct an internal investigation of potential violations of sanctions rules, including by gathering information from internal and third-party sources, analyzing facts surrounding the potential violation, assessing risk to the Company, and taking
        appropriate next steps with regards to such party, including, where appropriate, terminating the business relationship and/or reporting to the Office of Foreign Assets Control, or another relevant regulatory body.

      Our Chief Compliance Officer, who is the dedicated sanctions compliance officer under the Company’s policy, must provide regular reports to the Audit Committee of the Board of Directors confirming
        compliance with sanctions obligations, including highlighting any issues that arise and noting actions taken in response. Copies of all submissions to regulatory authorities and related documentation must be maintained indefinitely or as required
        by the relevant regulatory body.

      Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

      Market Information, page 57

                6.

                Your revised disclosure on pages 57 and 58 that Common Stock Tokens are analogous to paper stock certificates conflicts with your disclosure on page 58 that the Class A common stock is a
                  security whose ownership is recorded solely on the books of our transfer agent and the Common Stock Tokens give no ownership interest in the Class A common stock. Please revise to remove the analogy to paper stock certificates or advise.

      The Company acknowledges the Staff’s comment and has removed the analogy to paper stock certificates.

        4

      Digital Format Exodus Common Stock
      The Role of Securitize, page 58

                7.

                We note your response to prior comment 10. On pages 58 and 59, you state that “[e]ach share of Class A common stock has a corresponding Common Stock Token ...” and that “[i]f a record
                  holder of shares of Class A common stock chooses not to self-custody the corresponding Common Stock Tokens, then such holder’s Common Stock Tokens will be held in her name by Securitize.” Please disclose how Securitize transfers the
                  Common Stock Tokens it holds for the Class A stockholders when a Class A stockholder sells shares of Class A common stock.

      The Company acknowledges the Staff’s comment and has revised Amendment No. 5 accordingly. Please refer to pages 60-62.

      In addition, we note your revised disclosure that “[i]n the event of discrepancy, Securitize will investigate such discrepancy and take actions to resolve it, including, but
        not limited to, the reversal of any transactions as the facts and circumstances may warrant.” Please disclose how Securitize can reverse a transaction on the Algorand blockchain.

      The Company respectfully submits that Securitize is registered as a transfer agent under Section 17A(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) and that as a registered
        transfer agent, Securitize must comply with Section 17A’s various reporting, recordkeeping, and other requirements in the rules promulgated thereunder, including Rule 17Ad-10, which serves as a basis for reversing transactions to rectify
        administrative or clerical errors, and Rule 17Ad-11, which requires transfer agents to monitor for record-keeping discrepancies and allows for corrective actions when material discrepancies are found. While the Company is not in a position to opine
        on logistical matters regarding how Securitize complies with its legal obligations, including those under Section 17A, to the Company’s knowledge, Securitize has sufficient controls with respect to the Common Stock Tokens to perform its role as an
        SEC registered Transfer Agent.

      With respect to the Algorand blockchain specifically, the Algorand standard assets allow Securitize to represent any asset on the Algorand blockchain. These standard assets are built into the
        Layer-1 architecture of the Algorand blockchain but are structured in a way that allows Securitize to represent and manage assets on the blockchain platform. In other words, the Algorand standard assets provide a management framework that allows
        Securitize to perform its role as an SEC-registered transfer agent with respect to the Common Stock Tokens. If Securitize was not able to use the Algorand Blockchain in a manner that allowed it to fulfill its legal obligations as an SEC-registered
        transfer agent, we understand that Securitize would  utilize a different blockchain for the Common Stock Tokens that allowed it to comply with its legal obligations as an SEC-registered transfer agent.

        5

      We also note your disclosure on page 59 that, “[w]hile Securitize’s Digital Securities Protocol ... itself is not used on the Algorand blockchain because the Algorand
        blockchain does not support it, Securitize utilizes the Algorand standard assets and internal procedures to govern the Common Stock Tokens that exist on the Algorand blockchain ....” Please add a risk factor that addresses the potential impact to
        Securitize’s ability to utilize the DS Protocol Equivalent to govern the Common Stock Tokens due to modifications of the Algorand blockchain.

      The Company respectfully notes that it is not aware of any material risks that make an investment in Exodus speculative or risky relating to potential modifications of the Algorand blockchain and
        any corresponding impact such modifications may have on Securitize’s governance of the Common Stock Tokens.

      Securitize is an SEC-registered transfer agent under Section 17A(c) of the Exchange Act and subject to the legal requirements applicable thereto. The Company acknowledges that the Common Stock
        Tokens are novel; however, as the Registration Statement clearly discloses, these Common Stock Tokens

October 31, 2024
James Gernetzke
Chief Financial Officer
Exodus Movement, Inc.
15418 Weir Street, Suite #333
Omaha, NE 68137
Re:Exodus Movement, Inc.
Amendment No. 4 to Registration Statement on Form 10-12G
Filed October 10, 2024
File No. 000-56643
Dear James Gernetzke:
            We have reviewed your amended filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
letter, we may have additional comments.
Amendment No. 4 to Registration Statement on Form 10-12G
Business
Our Products and Services, page 4
1.We note news articles about your partnerships with Blockchain.com and Ledger
Live. Please revise to add disclosure regarding the XO Swap and Passkey Wallet
& SDK products offered on your platform and, to the extent your agreements with
Blockchain.com and Ledger Live are material, please revise to disclose the material
terms of these agreements. Please refer to Item 601(b)(10) of Regulation S-K.
Pricing Information Offered Directly on the Exodus Platform, page 5
2.We note your response to prior comment 1. Please revise your disclosure on page 5 to
describe what qualifies as a "material" variance. Also revise to disclose, if true, that, if
a material variance occurs between the primary and secondary providers
without a material variance between the primary provider and the tertiary provider,
the platform continues to display the primary provider's updated pricing information.

October 31, 2024
Page 2
Services Offered and Performed by Our API Providers, page 5
3.We note your response to prior comment 2. Please disclose the custody arrangements
for users' assets held in lightning wallets provided by Wallet of Satoshi and disclose
the risks to users in the event that Wallet of Satoshi experiences insolvency or
bankruptcy.
Human Capital Management
Cryptocurrency Payroll Process, page 14
4.We note your response to prior comment 5. Please revise your disclosure on page 14
to describe how CryptoCompare calculates the bitcoin spot rate.
KYC and KYB Programs
KYB Program For API Providers and Vendors, page 18
5.We note your response to prior comment 7. Please identify the third party that
performs the KYB analyses of your API Providers and vendors as well as the material
terms of the agreement with the third party. In addition, please describe your internal
KYB policy, including the various procedures for documenting, reporting and
responding to potential violations of applicable sanctions rules, along with the
procedures for assessing business relationships with API Providers or vendors that
have been the subject of sanction violations.
Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder
Matters
Market Information, page 57
6.Your revised disclosure on pages 57 and 58 that Common Stock Tokens are
analogous to paper stock certificates conflicts with your disclosure on page 58 that the
Class A common stock is a security whose ownership is recorded solely on the books
of our transfer agent and the Common Stock Tokens give no ownership interest in the
Class A common stock. Please revise to remove the analogy to paper stock certificates
or advise.
Digital Format Exodus Common Stock
The Role of Securitize, page 58
We note your response to prior comment 10. On pages 58 and 59, you state that
"[e]ach share of Class A common stock has a corresponding Common Stock Token
..." and that "[i]f a record holder of shares of Class A common stock chooses not to
self-custody the corresponding Common Stock Tokens, then such holder’s Common
Stock Tokens will be held in her name by Securitize." Please disclose how Securitize
transfers the Common Stock Tokens it holds for the Class A stockholders when a
Class A stockholder sells shares of Class A common stock. In addition, we note your
revised disclosure that "[i]n the event of discrepancy, Securitize will investigate such
discrepancy and take actions to resolve it, including, but not limited to, the reversal of
any transactions as the facts and circumstances may warrant." Please disclose how
Securitize can reverse a transaction on the Algorand blockchain. We also note your
disclosure on page 59 that, "[w]hile Securitize’s Digital Securities Protocol ... itself is 7.

October 31, 2024
Page 3
not used on the Algorand blockchain because the Algorand blockchain does not
support it, Securitize utilizes the Algorand standard assets and internal procedures to
govern the Common Stock Tokens that exist on the Algorand blockchain ...." Please
add a risk factor that addresses the potential impact to Securitize's ability to utilize the
DS Protocol Equivalent to govern the Common Stock Tokens due to modifications of
the Algorand blockchain.
The Number of Outstanding Common Stock Tokens, page 59
8.We note your response to prior comment 11. Please revise to disclose the number of
Common Stock Tokens that are outstanding as compared to the number of shares of
Class A common stock outstanding as of the most recent practicable date.
Common Stock Tokens May Not Trade on a National Securities Exchange, page 60
9.We note your response to prior comment 12. Please clarify what will happen to the
Common Stock Tokens held by stockholders if you list your Class A common stock
on the NYSE. For example, disclose how stockholders will move from record holders
to book-entry form if they want to trade on the exchange and what happens to the
Common Stock Tokens of stockholders that elect to hold their Class A common stock
in “street name,” including whether the Common Stock Tokens will be held in the
bank or broker-dealer account or by Securitize such that there are always the same
number of Common Stock Tokens and shares of Class A common stock outstanding.
If so, disclose the purpose of Common Stock Tokens associated with Class A
common stock held in book-entry-form.
Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page 74
10.With respect to your response to comment 22 from our letter dated August 12, 2024,
we continue to consider your response and we may have further comments.
We note your response to prior comment 14. Please respond to the following:
•You told us that although your base subscription contracts call for payment in
BTC or USDC, the contracts are denominated in U.S. dollars and you recognize
revenue at the U.S. dollar amount as that amount constitutes the transaction
price. Please walk us through a typical subscription-based transaction, explaining
the process to us more fully, focusing on how and when you measure the value of
noncash consideration and the source of the estimated fair value.
You told us that for both transaction-based and subscription-based agreements, all
criteria of ASC 606-10-25-1 are fully met at the date of signing the contract with
the API Provider.
Tell us how you considered that fact in your accounting under ASC 606-10-
32-21. For example, you told us that in the table provided in response to prior
comment 23 in which you provided us a walkthrough of a typical transaction,
your reference to contract inception was to the inception of the swap contract
between the user and the API Provider. Tell us why you determined that the
timing of inception for purposes of applying ASC 606-10-32-21 o•11.

October 31, 2024
Page 4
is the inception of the swap contract between the user and the API
Provider and not the inception of the contract between you and your
customer, the API Provider.  Tell us whether you are a party to the contract
between the user and the API Provider.
•Tell us how your accounting considered ASC 606-10-32-11.
oFor subscription-based contracts, clarify whether or not you constrain
your estimate of variable consideration for those contracts:
If you constrain your estimate of variable consideration, tell us when you
no longer apply a constraint (i.e., the uncertainty is resolved). Provide an
example.
Revise your disclosure to clarify whether or not you constrain your
estimate.
oFor transaction-based contracts, you told us receipt is the point in time when
constraint of your estimate no longer exists. Tell us the timing of receipt of
payment for those transactions.
oQuantify for us the amount of any adjustments to the transaction price you
have made in a subsequent accounting period (i.e., quarter) for the periods
presented.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Kate Tillan at 202-551-3604 or David Irving at 202-551-3321 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sonia Bednarowski at 202-551-3666 or Sandra Hunter Berkheimer at 202-551-3758
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Thomas J. Kim

CORRESP
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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

September 25, 2024
James Gernetzke
Chief Financial Officer
Exodus Movement, Inc.
15418 Weir Street, Suite #333
Omaha, NE 68137
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 James Gernetzke:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this letter,
we may have additional comments.
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.
Services Offered and Performed by Our API Providers, page 5
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 2.

September 25, 2024
Page 2
Satoshi indicate. 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. 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.
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.
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. 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. 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.
Human Capital Management, page 13
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. 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.
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. 5.

September 25, 2024
Page 3
independent contractors.
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.
KYC and KYB Programs, page 16
7.Refer to your response to prior comment 15. Please revise your disclosure to describe
your KYB procedures.
Risk Factors
Risks Related to Our Business
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.
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.
Digital Format Exodus Common Stock
The Role of Securitize, page 56
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 transfer
Class A common stock. In addition, describe how discrepancies between Securtize's
transfer records of the Common Stock Tokens, the movement of Common Stock Tokens
and the number of Common Stock Tokens that have been provided to Class A common
stockholders are resolved. Also include a more fulsome discussion of how the DS
Protocol ensures that "upgrades or modifications to the Algorand blockchain will not 10.

September 25, 2024
Page 4
negatively impact governance of the Common Stock Tokens" and address the risks that
the blockchain's consensus mechanism and software upgrades or modifications could have
an impact on the governance of the Common Stock Tokens.
11.Please disclose the number of Common Stock Tokens that are currently outstanding as
compared to the number of shares of Class A common stock outstanding.
12.We note your disclosure on pages 55 and 56 that you have applied to list your Class A
common stock on the NYSE and that Common Stock Tokens cannot be traded on any
national securities exchange. Please disclose whether you intend to continue to make
Common Stock Tokens available to Class A common stock holders if your Class A
common stock is listed on the NYSE. If so, please clarify whether and how a token holder
will be able to trade common stock on the NYSE.
Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition
Exchange Aggregation, page 72
13.We are still considering your response to prior comment 22 and we may have further
comments.
We acknowledge your response to prior comment 23. Please respond to the following and
provide separate responses as applicable to your transaction-based and subscription-based
contracts:
•Give us a representative sample contract with your API provider for each type of
revenue (i.e., transaction-based and subscription-based).
•Your response provided us with information for your transaction-based contracts.
Provide us with a similar accounting analysis for the determination of the transaction
price in your subscription-based contracts.
•Substantiate for us why providing the API Providers access to the Exodus Platform
and its users via the API integration is your performance obligation.
•Tell us about the termination provisions of your contracts and whether your contracts
can be terminated at any time without penalty. Refer us to the relevant portions of
your sample contracts.
•Tell us how you determined the date of contract inception (that is, the date at which
the criteria in paragraph 606-10-25-1 are met) and the duration of your contracts with
customers under ASC 606.
•We note the changes to your accounting policy on page 73. Tell us how the changes
impacted the amounts included in your financial statements.
With respect to variable consideration, you disclose the API provider pays you a set
percentage of the fees charged by the API provider to the user. In your response and
disclosure, you also refer to variable consideration associated with network fees and
liquidity costs.
oRevise your disclosure to explain the nature of the network fees and liquidity
costs and how you determine the total amount of consideration.
With respect to your constraint of the variable consideration, tell us how you o•14.

September 25, 2024
Page 5
considered ASC 606-10-32-11 and the timing of when the constraint no longer
exists and why. Revise your disclosure to clarify your revenue recognition
policy.
oClarify in your disclosure whether you have variable consideration related to the
subscription-based contracts. If you do, disclose whether you constrain your
estimates of variable consideration for those contracts.
15.Please tell us how you considered ASC 606-10-50-5 when selecting the appropriate
categories to disaggregate revenue. Specifically, address how your disclosures meet the
objective of depicting how the nature, amount, timing and uncertainty of revenue and cash
flows are affected by economic factors.
•Tell us your consideration of disclosing total revenues from transaction based
contracts and subscription-based contracts for the periods presented. Refer to 606-10-
55-89 through 55-91.
•On page 15 you disclose that the jurisdictions material to your business, based on the
total dollar value of user transactions with your API Providers, for the year ended
December 31, 2023 were the United States, Great Britain, Canada and Germany. We
note that these countries are not reflected in the table you provide on page 76,
which presents your operating revenues disaggregated by geography based on the
addresses of your API Providers. Tell us your consideration of ASC 606-10-50-5 in
determining the disaggregated geographic information for your revenue.
Form 10-Q for the Quarterly Period Ended June 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measure , page 20
16.We note your responses to prior comment 24. In your disclosure, you state your belief that
Adjusted EBITDA is useful in evaluating your operating performance. In your response,
you told us that the measure facilitates an analysis of the underlying trends in your
financial results based on your core operations and management of ongoing cash
operating expenses. Tell us, and revise future filings as applicable, why you believe
an adjustment to exclude the  loss (gain) on digital assets, net  results in a measure that is
useful in evaluating your operating performance and facilitates an analysis of the
underlying trends in your financial results based on your core operations and management
of ongoing cash operating expenses. Refer to Item 10(e)(1)(i)(C) of Regulation S-K.
17.We note your responses to prior comment 25. We note that, following the adoption of
ASU 2023-08, the crypto assets you hold are measured at fair value with gains and losses
recognized through net income. However, the adjustment for Loss (Gain) on digital
assets, net (post-adoption of ASU 2023-08) has the effect of reversing your adoption of
the new standard for your crypto assets held for investment. Please tell us why you
believe this adjustment is appropriate and how you considered Question 100.04 of the
Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.
We note your responses to prior comment 25. You told us in your response that you do
not believe the volatility of digital assets is “inherent” to your operations; rather, once the
market for digital assets is mature, then such volatility should significantly diminish. We 18.

September 25, 2024
Page 6
note your disclosure on page 22 that a large portion of your operating revenue generated
from API providers is received in bitcoin and a decline in the market price of digital assets
had (and could in the future, have) an adverse effect on your operations, the value of your
digital assets, and your future operations and cash flows. Thus, your adjustment to remove
the impairments on digital currencies in your calculation of non-GAAP Adjusted
EBITDA for periods prior to your adoption of ASU 2023-08 results in the exclusion of
normal, recurring operating expenses. Refer to question 100.01 of the Compliance and
Disclosure Interpretations for Non-GAAP Financial Measures. Please revise the
reconciliation of your non-GAAP Adjusted EBITDA in future filings to remove the
adjustments for impairments on digital currencies and realized gain on sale of digital
currencies.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Kate Tillan at 202-551-3604 or David Irving at 202-551-3321 if you have
questions regarding comments on the financial statements and related matters. Please contact
Sonia Bednarowski at 202-551-3666 or Sandra Hunter Berkheimer at 202-551-3758 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Thomas J. Kim

CORRESP
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    August 26, 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. 2 to Registration Statement on Form 10-12G

    Filed on July 10, 2024

    File No. 000-56643

    Form 10-Q for the Fiscal Quarter Ended March 31, 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 August 12, 2024 (the “Comment Letter”), regarding the above-referenced Amendment No. 2 to the Registration Statement on Form 10-12G, (as amended by Amendment No. 2, the “Registration
      Statement”), as well as the above-referenced Form 10-Q for the Fiscal Quarter Ended March 31, 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. 3 (“Amendment No. 3”) to the Registration Statement.

      1

    Amendment No. 2 to Registration Statement on Form 10-12G

    Business, page 1

          1.

            We note your revised disclosure on pages 4 and 12 in response to prior comment 2. Please revise your disclosure on pages 4 and 12 to clarify that the crypto assets you support and provide access
              to services for have been identified as securities in SEC complaints. In addition, please revise your disclosure on page 12 to describe the policies and processes you have in place to determine whether the services that users can obtain from
              your API Providers are securities within the meaning of Section 2(a)(1) of the Securities Act.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 3 accordingly. Please refer to pages 4 and 16.

    Our Products and Services

    Products Offered Directly on the Exodus Platform, page 4

          2.

            Refer to your response to prior comment 16. Please revise your disclosure on page 4 to provide examples of the factors you consider to determine whether supporting a fork “makes sense for [y]our
              business and [y]our users.”

    The Company acknowledges the Staff’s comment and has revised Amendment No. 3 accordingly. Please refer to page 5.

    Exchange Aggregation, page 5

          3.

            Refer to your response to comment 12. Please identify the exchanges and DeFi platforms that the API Provider uses for crypto asset exchanges and the jurisdiction of each.

    As described in Exodus’ responses to prior comments 1 and 5, the process whereby a user connects to a third-party API provider is as follows: “Exodus users connect to the relevant
      API Provider, provide identifying information to the API Provider based on such provider’s onboarding requirements, and then users directly interact with the API Provider with respect to all elements of the exchange or staking service.” Moreover, “once a user connects itself to [an API Provider] and provides onboarding information based on [the API Provider’s] requirements, Exodus has no substantial role in the [provision of services].” Exodus, which in this
      context is a provider of a technological interface and not of the services delivered by the third-party API Provider, understands and expects that users receive from each API Provider any relevant information and disclosures pursuant to the user
      onboarding process and relevant API Provider terms of service, including in relation to the exchange and DeFi platforms that the API Provider uses for exchanges and the jurisdiction of each. Because Exodus is not involved in the user onboarding
      process and does not have a role in the transactions between the API Provider and the user, it is not privy to information about the exchanges and DeFi platforms that an API Provider uses, which Exodus understands may change or be updated from time
      to time, given the dynamics of the digital asset market. However, Exodus generally understands that API providers that deliver exchange services source liquidity from a number of venues, including centralized exchanges, market makers, cross-chain
      bridges, aggregation protocols, and potentially other types of decentralized platforms. API Providers receive jurisdictional information from users during the onboarding process and are responsible for delivering services in compliance with
      applicable law, including with respect to the users’ jurisdictional information disclosed to the API Provider.

      2

    Also clarify how the users are able “to identify for themselves the best pricing, liquidity and order fulfillment by searching across multiple third-party API
      Providers” as it appears that you provide pricing information from pricing services and that, when a user chooses to exchange its crypto assets, an algorithm, and not the user, selects an API Provider.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 3 to clarify the pricing information received by Exodus’ users, including clarifying that the digital asset
      prices and other relevant market data offered directly on the Exodus Platform are independent from the pricing information presented to users by third-party API Providers in connection with a potential transaction. Please refer to page 5. As noted in
      Amendment No. 3, the Exodus Platform provides users with information regarding digital asset prices and other relevant market data. Exodus does not charge users to access this pricing information. Separate from this pricing service and in connection
      with a potential transaction, Exodus’ users are presented with pricing information from API Providers. For the avoidance of doubt, the digital asset pricing information offered on the Exodus Platform is independent of the pricing presented to users
      by third-party API Providers in connection with a potential transaction. In addition, because the pricing information on the Exodus Platform is made available to any user, users may use the Exodus Platform solely for this pricing information without
      engaging in transactions with our third-party API Providers.

    In addition, please disclose whether the user transfers its crypto assets to the API Provider in connection with the transaction, and please describe how the API
      Provider’s fee is calculated.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 3 accordingly. Please refer to page 7.

    Further, as we note your disclosure that the “aggregation process starts with a pricing service (if available),” please disclose the percentage of transactions for
      which a pricing service is not available.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 3 to clarify that if a pricing service is not available, exchange aggregation is similarly not available.
      Please refer to page 7.

      3

          4.

            Refer to your response to comments 12 and 13. We note your disclosure that you provide pricing information from Coingecko and Coinmarketcap for each crypto asset supported with the Exchange
              Aggregator and that “an algorithm is employed that compares the primary service’s price to the price provided by other providers to ensure that the information from the primary provider does not vary materially from other sources in order to
              avoid inaccurate data from a single source.” Please identify the primary and secondary providers and disclose what constitutes a material price difference. Also disclose whether the algorithm is continually monitoring the pricing information
              or if it happens at certain times per day. Also describe how you determine which price to display when a material price difference is identified.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 3 accordingly. Please refer to page 5.

    Services Offered and Performed by Our API Providers, page 5

          5.

            Refer to prior comments 11 and 15. You disclose that an updated list of your API providers is available within the Terms of Service located on your website, but the URL you provided in the June
              9, 2024 response letter does not appear to include an updated list of all of your API providers. In this regard, we note that Section 1.5 of the Terms of Service provides examples of the APIs that provide services on your platform but does
              not include a complete list of your API providers. Please revise to disclose where users can find a list of your API providers and include here the table that you provided in response to prior comment 11.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 3 accordingly. Please refer to page 6. The Company has also revised the Terms of Service to incorporate a
      list of all API providers in as an appendix. The revised Terms of Service is available at the following URL: https://www.exodus.com/legal/exodus-tos-20240219-v29.pdf.

    Fiat on and off-ramps, page 6

          6.

            We note your revised disclosure on page 6 that users may buy crypto assets with fiat currency through bank transfers, credit or debit card and Apple Pay and that users may sell crypto assets for
              fiat currency and transfer the currency to their bank account. Please disclose how your platform communicates (i) the fiat currencies that users may use to purchase crypto assets, including the cost of purchasing the crypto assets, and (ii)
              the crypto assets that users may exchange for fiat currencies, including the amount of fiat currency the user will receive for selling the crypto assets.

      4

    The Company acknowledges the Staff’s comment and has revised Amendment No. 3 accordingly. Please refer to pages 7-8.

    Also identify the jurisdiction of the exchange or exchanges that the API Provider uses to purchase and sell the crypto assets.

    As described in our responses to Comment 3, “once a user connects itself to [an API Provider] and provides onboarding information based on [the API Provider’s] requirements, Exodus
      has no substantial role in the [provision of services].”  Accordingly, Exodus is a provider of a technological interface and not of the services delivered by the third-party API Provider. Because Exodus is not involved in the user onboarding process
      and does not have a role in the transactions between the API Provider and the user, it is not privy to information about the jurisdiction of the exchange or exchanges that the API Provider uses, which Exodus understands may change or be updated from
      time to time, given the dynamics of the digital asset market. However, Exodus generally understands that API providers that deliver exchange services source liquidity from a number of venues, including centralized exchanges, market makers,
      cross-chain bridges, aggregation protocols, and potentially other types of decentralized platforms.

    In addition, please disclose the mechanics of how a user sends, receives and exchanges crypto assets and fiat currencies, including whether the user transfers its
      crypto assets or fiat currency to the API Provider in connection with the transaction.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 3 accordingly. Please refer to pages 7-8.

    Staking, page 6

          7.

            Refer to your response to comment 17. Please revise the table on page 7 to clarify what you mean by the disclosure that, for VeChain and Algorand, unstaking is not required.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 3 accordingly. Please refer to page 9.

      5

    Elevate Technology, page 7

          8.

            We note your revised disclosure on page 7 that “[c]urrently products do exist to permit users to migrate from fiat currency to digital assets; however, they often have poor user interface/user experience (“UI/UX”) designs and require numerous transactions to move between different types of digital assets” but it appears that one of the ways you
                facilitate transfers of crypto assets is by giving users access to third-party exchanges. Please clarify how the use of your platform differs from the use of third-party
                exchanges, and clarify what you mean by your disclosure that “[t]he Exodus Platform is asset agnostic, meaning [that you] have the ability to operate properly irrespective of the type of digital asset as opposed to asset or blockchain
                specific platforms that limit users to a particular asset or blockchain.”

    The Company acknowledges the Staff’s comment and has revised Amendment No. 3 accordingly, including to remove the disclosure that other products “often have poor user interface/user
      experience (“UI/UX”) designs,” to provide additional detail on how the use of the Exodus platform differs from the use of third-party exchanges and to clarify what is meant by referring to the Exodus Platform is asset
      agnostic, including noting that the Exchange Aggregator functions without requiring an intermediate digital asset. Please refer to pages 9 and 10.

    Digital Asset and Stablecoin Holdings, page 9

          9.

            Refer to your response to comment 18. Please disclose the percentage of private keys that you hold in cold storage. In addition, please disclose whether you have policies regarding the percentage
              of private keys you hold in cold storage and, if so, provide disclosure regarding such policies. In this regard, we note your disclosure on page 10 that “[a]s of March 31, 2024, [you] held approximately 15% of wallets in cold storage.”

    The Company acknowledges the Staff’s comment and has revised Amendment No. 3 accordingly. Please refer to page 12.

          10.

            Refer to your response to comment 19. Please revise your disclosure, including the table on page 10, to show the amount of USDC held and the splits between fiat currency and crypto assets,
              including USDC, held at each quarter.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 3 accordingly. Please refer to pages 12 and 13.

      6

    Human Capital Management, page 10

          11.

            Refer to your response to comment 20. Please revise your disclosure on pages 10 and 11 to disclose whether your non-U.S. independent contractors are paid in fiat currency or crypto assets. In
              addition, please disclose the material terms of your agreement with TriNet, including (i) the term of your agreement with TriNet, (ii) the termination provisions of your agreement with TriNet, (iii) the administrative fee you pay TriNet for
              its services and (iv) whether the administrative fee is paid in U.S. dollars or bitcoin. Also disclose how and when Gilded Inc. values the bitcoin that you use for employee compensation and whether any fees that you pay to Gilded Inc. are
              paid in fiat currency or crypto assets.

    The Company acknowledges the Staff’s comment and has revised Amendment No. 3 accordingly

August 12, 2024
James Gernetzke
Chief Financial Officer
Exodus Movement, Inc.
15418 Weir Street, Suite #333
Omaha, NE 68137
Re:Exodus Movement, Inc.
Amendment No. 2 to Registration Statement on Form 10-12G
Filed July 10, 2024
File No. 000-56643
Form 10-Q for the Fiscal Quarter Ended March 31, 2024
File No. 001-42047
Dear James Gernetzke:
            We have reviewed your filings and response to our comment letter and have the following
comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our June 11, 2024 letter.
Amendment No. 2 to Registration Statement on Form 10-12G
Business, page 1
1.We note your revised disclosure on pages 4 and 12 in response to prior comment 2. Please
revise your disclosure on pages 4 and 12 to clarify that the crypto assets you support and
provide access to services for have been identified as securities in SEC complaints. In
addition, please revise your disclosure on page 12 to describe the policies and processes
you have in place to determine whether the services that users can obtain from your API
Providers are securities within the meaning of Section 2(a)(1) of the Securities Act.

August 12, 2024
Page 2
Our Products and Services
Products Offered Directly on the Exodus Platform, page 4
2.Refer to your response to prior comment 16. Please revise your disclosure on page 4 to
provide examples of the factors you consider to determine whether supporting a fork
"makes sense for [y]our business and [y]our users."
Exchange Aggregation, page 5
3.Refer to your response to comment 12. Please identify the exchanges and DeFi platforms
that the API Provider uses for crypto asset exchanges and the jurisdiction of each. Also
clarify how the users are able "to identify for themselves the best pricing, liquidity and
order fulfillment by searching across multiple third-party API Providers" as it appears that
you provide pricing information from pricing services and that, when a user chooses to
exchange its crypto assets, an algorithm, and not the user, selects an API Provider. In
addition, please disclose whether the user transfers its crypto assets to the API Provider in
connection with the transaction, and please describe how the API Provider's fee is
calculated. Further, as we note your disclosure that the "aggregation process starts with a
pricing service (if available)," please disclose the percentage of transactions for which a
pricing service is not available.
4.Refer to your response to comments 12 and 13. We note your disclosure that you provide
pricing information from Coingecko and Coinmarketcap for each crypto asset supported
with the Exchange Aggregator and that "an algorithm is employed that compares the
primary service's price to the price provided by other providers to ensure that the
information from the primary provider does not vary materially from other sources in
order to avoid inaccurate data from a single source." Please identify the primary and
secondary providers and disclose what constitutes a material price difference. Also
disclose whether the algorithm is continually monitoring the pricing information or if it
happens at certain times per day. Also describe how you determine which price to display
when a material price difference is identified.
Services Offered and Performed by Our API Providers, page 5
5.Refer to prior comments 11 and 15. You disclose that an updated list of your API
providers is available within the Terms of Service located on your website, but the URL
you provided in the June 9, 2024 response letter does not appear to include an updated list
of all of your API providers. In this regard, we note that Section 1.5 of the Terms of
Service provides examples of the APIs that provide services on your platform but does not
include a complete list of your API providers. Please revise to disclose where users can
find a list of your API providers and include here the table that you provided in response
to prior comment 11.
Fiat on and off-ramps, page 6
We note your revised disclosure on page 6 that users may buy crypto assets with fiat
currency through bank transfers, credit or debit card and Apple Pay and that users may
sell crypto assets for fiat currency and transfer the currency to their bank account. Please
disclose how your platform communicates (i) the fiat currencies that users may use to
purchase crypto assets, including the cost of purchasing the crypto assets, and (ii) the 6.

August 12, 2024
Page 3
crypto assets that users may exchange for fiat currencies, including the amount of fiat
currency the user will receive for selling the crypto assets. Also identify the jurisdiction of
the exchange or exchanges that the API Provider uses to purchase and sell the crypto
assets. In addition, please disclose the mechanics of how a user sends, receives and
exchanges crypto assets and fiat currencies, including whether the user transfers its crypto
assets or fiat currency to the API Provider in connection with the transaction.
Staking, page 6
7.Refer to your response to comment 17. Please revise the table on page 7 to clarify what
you mean by the disclosure that, for VeChain and Algorand, unstaking is not required.
Elevate Technology, page 7
8.We note your revised disclosure on page 7 that "[c]urrently products do exist to permit
users to migrate from fiat currency to digital assets; however, they often have poor user
interface/user experience (“UI/UX”) designs and require numerous transactions to move
between different types of digital assets” but it appears that one of the ways you facilitate
transfers of crypto assets is by giving users access to third-party exchanges. Please clarify
how the use of your platform differs from the use of third-party exchanges, and clarify
what you mean by your disclosure that "[t]he Exodus Platform is asset agnostic, meaning
[that you] have the ability to operate properly irrespective of the type of digital asset as
opposed to asset or blockchain specific platforms that limit users to a particular asset or
blockchain.”
Digital Asset and Stablecoin Holdings, page 9
9.Refer to your response to comment 18. Please disclose the percentage of private keys that
you hold in cold storage.  In addition, please disclose whether you have policies regarding
the percentage of private keys you hold in cold storage and, if so, provide disclosure
regarding such policies. In this regard, we note your disclosure on page 10 that "[a]s of
March 31, 2024, [you] held approximately 15% of wallets in cold storage."
10.Refer to your response to comment 19. Please revise your disclosure, including the table
on page 10, to show the amount of USDC held and the splits between fiat currency and
crypto assets, including USDC, held at each quarter.
Human Capital Management, page 10
11.Refer to your response to comment 20. Please revise your disclosure on pages 10 and 11
to disclose whether your non-U.S. independent contractors are paid in fiat currency or
crypto assets. In addition, please disclose the material terms of your agreement with
TriNet, including (i) the term of your agreement with TriNet, (ii) the termination
provisions of your agreement with TriNet, (iii) the administrative fee you pay TriNet for
its services and (iv) whether the administrative fee is paid in U.S. dollars or bitcoin. Also
disclose how and when Gilded Inc. values the bitcoin that you use for employee
compensation and whether any fees that you pay to Gilded Inc. are paid in fiat currency or
crypto assets.

August 12, 2024
Page 4
Uncertainty and Volatility in the Digital Asset Markets, page 11
12.Refer to your response to comment 24. We note your disclosure on page 12 that your
users' exposure to an API Provider experiencing insolvency or bankruptcy would be
limited to the brief period of time during which wallet users are engaged in an active
crypto asset transaction. Please expand your disclosure on page 12 to provide examples of
the potential impact of the API Provider's insolvency or bankruptcy for wallet users
engaged in active crypto asset transactions.
Regulatory Environment, page 12
13.Refer to your response to our prior comment 3. Please expand your disclosure on page 12
to describe the rules, regulations and laws that have a material impact on your business in
the jurisdictions outside of the U.S. in which you offer your products and services
and describe the policies and processes for determining whether you are in compliance
with such rules, regulations and laws. In addition, please revise your risk factors section to
address the specific risks related to your operations in the jurisdictions that are most
material to your business.
14.Refer to your response to prior comment 7. On page 12, you disclose that "[t]he Company
offers the Exodus Platform in all jurisdictions not prohibited by U.S. or international law."
Please expand your disclosure to list the jurisdictions most material to your business.
KYC and KYB Programs
KYC Program For Referral Program, page 13
15.Refer to your response to prior comments 8 and 29. Please disclose the KYC and AML
procedures conducted by Securitize related to (i) the distribution of crypto assets from
your own account, (ii) the KYC and AML procedures performed by Securitize related to
opening a wallet on the Exodus platform, including a discussion of what you mean by
"approved accounts," and (iii) the ongoing monitoring of users and transaction activity.
Similarly, please revise your disclosure to describe your KYB procedures.
Risk Factors, page 15
16.Refer to your response to comment 22. Please add a risk factor that addresses the extent to
which material aspects of the business and operations of trading platforms are not
regulated or not in compliance with existing regulations. In addition, please add risk
factors that separately discuss the risk of front-running, wash-trading and security failures
or operational problems at trading platforms, including ones that may be accessed through
your platform or that you use for your own account. In this regard, we note your revised
disclosure on page 18.
17.We note your revisions to the risk factors discussing potential consequences if you were
deemed to be a broker-dealer.  Please also address the potential risks of rescission under
Section 29(b) of the Exchange Act
Financial Information
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview of Our Business, page 36
Refer to your response to comment 4. Please expand your disclosure regarding BTC, 18.

August 12, 2024
Page 5
Tether USD, Ether and USD Coin to describe the material characteristics of each.
Legal Proceedings, page 48
19.We note your revised disclosure on page 33 that "[i]n June 2024, OFAC issued a Pre-
Penalty Notice informing [you] that OFAC intends to impose a civil monetary penalty for
alleged violations of U.S. sanctions laws." Please revise 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.
Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder
Matters
Digital Format of Exodus Common Stock, page 49
20.Refer to your response to comment 28 in which you provide a description of the Common
Stock Tokens. Using your response as a base for your disclosure, please revise your
registration statement to include a materially complete description of the Common Stock
Tokens, including, for example, the role of Securitize, what it means to be a
representation of the Class A common stock, the number of Common Stock Tokens
outstanding, the blockchain on which the Common Stock Tokens exist and whether
consensus mechanism and software upgrades or modifications could have any impact on
the governance of the tokens. In addition, the Tokens appear to be more than mere
representations and appear to be a means by which a holder can instruct the transfer agent
to transfer their shares on the books and records.  Please revise your disclosure to clearly
describe the use of the tokens in this manner, including the related risks.  For example
purposes only, if a holder transfers the tokens is that an irrevocable transfer, or, what
happens if the holder changes their mind and the other party does not pay? Can the
transfer be unwound?
Note 2. Summary of Significant Accounting Policies
Accounts Receivable, page 61
21.Refer to prior comment 31. Please revise your next amendment to disclose - similar to
your response - your accounting policy for the embedded derivative in your accounts
receivable denominated in crypto assets or USDC.
Exchange Aggregation, Fiat Onboarding, and Staking Revenue Earned Through an API Provider,
page 63
We note your responses to our prior comments 33 from our last letter and 43 from our
April 3, 2024 letter.  Please address the following with respect to your Exodus platform:
•Clarify for us whether users can exchange fiat for crypto or vice versa from the
Exodus app.
•Please elaborate on how a wallet is set up in step ii of your response from prior
comment 33.  Specifically, explain to us whether the Exodus app generates a
public/private key pair for the user at this time or whether the user is responsible for
providing that information to the app.
•To the extent the Exodus app creates a private key for the user, tell us whether the
user knows or is aware of the private key at setup.22.

August 12, 2024
Page 6
•If the private key is not known at setup, clarify whether the user can obtain the private
key from the app and if so how they are able to gain access.
•Explain to us if and how users are able to access their private key or transfer their
private key to a different wallet provider if they lose access to the Exodus app.
•Clarify for us what is meant by the statement in step iii to your response to our prior
comment 33 that "the user takes an action to receive cryptocurrency into their
wallet."  In your response, explain to us whether a user can use an already established
public address/private key with the Exodus app.
•Provide us with the terms of service referenced in step v.
23.We acknowledge your response to prior comment 34. You disclose that you
record noncash consideration when payment is received, the noncash consideration
includes a variable amount, and the amount of noncash consideration differs from the fair
value of the service and thus the variance is treated as an adjustment of the transaction
price. Please respond to the following:
•Walk us through a typical transaction to explain how and when you measure the value
of noncash consideration, including the source of the value.
•Tell us how your accounting considered ASC 606-10-32-21.
•Explain to us why the consideration is variable and whether and how you constrain
your estimate of variable consideration.
•Explain to us why the amount of noncash consideration differs from the fair value of
the service and why the variance is treated as an adjustment of the transaction price.
Cite the accounting guidance applied and explain how you applied the guidance to
your facts and circumstances.
Form 10-Q for the Quarterly Period Ended March 31, 2024
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measure, page 18
24.Please revise future filings to further expand your disclosure to more clearly explain how
Adjusted EBITDA provides investors with useful information regarding your results of
operations. Refer to Item 10(e)(1)(i)(C) of Regulation S-K.
25.Since the volatility of digital assets appears to be inherent to your operations, tell us why
the gain o

CORRESP
1
filename1.htm

    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.

              •

United States securities and exchange commission logo
June 11, 2024
James Gernetzke
Chief Financial Officer
Exodus Movement, Inc.
15418 Weir Street, Suite #333
Omaha, NE 68137
Re:Exodus Movement, Inc.
Amendment No. 1 to Registration Statement on Form 10-12G
Filed May 1, 2024
File No. 000-56643
Dear James Gernetzke:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this letter,
we may have additional comments.
Amendment No. 1 to Registration Statement on Form 10
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.
2.Refer to your response to comments 1 and 2 that you do not have any policies or processes
in place to determine whether the crypto assets your wallet supports and the crypto assets
you hold for your own account are securities within the meaning of Section 2(a)(1) of the
Securities Act or whether the exchanges that take place on your platform between users of

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the platform, the exchanges that take place on your platform via your APIs and the
services such as staking that you provide to your users constitute the offer and sale of
"securities" and whether such services are provided in compliance with the federal
securities laws. We note that certain of the crypto assets your wallets support, the crypto
assets you hold, the crypto assets for which you provide trading services and staking
services have been identified as securities in separate SEC complaints such as Cosmos,
Tezos, Solana, Polygon and Algorand. Please revise your disclosure to (i) clarify that you
do not have policies or processes in place to determine whether the crypto assets you
support and provide services for are securities within the meaning of Section 2(a)(1) of the
Securities Act, (ii) disclose that certain of the crypto assets you provide access to services
for have been identified as securities in SEC complaints and (iii) expand your disclosure
regarding the impacts to your business if your products and services are found to be in
violation of the federal securities laws.
3.Refer to your response to comment 1. Please revise your disclosure to address your
policies and processes for determining whether you are in compliance with the rules,
regulations and laws of the jurisdictions outside of the U.S. in which you offer your
products and services and describe the material rules, regulations and laws that impact
your business in such jurisdictions.
4.Please revise the table you provided in response to comment 3 to:
•identify each of the crypto assets material to your business, organized by aggregate
revenue earned involving the crypto assets;
•for each crypto asset listed, identify the blockchain on which the crypto asset exists;
•for each crypto asset, include revenue earned from transactions involving the crypto
asset in each jurisdiction in which you provide products and services for the crypto
asset; and
•for each crypto asset, identify the services you provide for the crypto asset.
In addition, please revise your registration statement to include a table that, by revenue
earned, lists the crypto assets that are material to your business and the jurisdictions in
which you provide services for each of these crypto assets, and describe the characteristics
of each of these crypto assets. In this regard, we note your disclosure on pages 30 and 60.
5.Please provide a detailed legal analysis as to why you believe the Company would not be
a “broker” or “dealer” under the Exchange Act as a result of their operation of the Exodus
Platform. In your response, please cite to applicable case law, no-action letters, or other
guidance.
6.We note your references throughout to "digital assets," "cryptocurrency," "crypto assets"
and "virtual currency."  To the extent you are using these terms interchangeably, please
revise your disclosure to use one term. If these terms are instead being used to mean
different things, please revise to define each term on first use.

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Business, page 1
7.Refer to your response to comment 6. Please revise to identify the jurisdictions in which
you offer your platform and services. In this regard, we note that you provide a map on
your website that shows the jurisdictions in which you operate.
8.Refer to your response to comment 11. Please describe the AML, KYC and other
procedures conducted by your third-party API Providers, and describe your AML, KYC
and other procedures related to the sale, acquisition and distribution of crypto assets for
your own account or in connection with your referral program. In this regard, we note
your disclosure on pages 4 and 9.
9.We note your disclosure that Exodus offers access to over 21,000 crypto assets.  We also
note that your website indicates that 100,000+ crypto assets are supported.  Please
reconcile this difference or explain.
Our Industry, page 1
10.Refer to your response to comment 14. Please expand the last bullet point on page 2 to
clarify that stablecoins may deviate from the pegged value for many reasons, including
supply and demand and market conditions that cause reputational harm.
Our Products and Services, page 5
11.Refer to your response to comment 17. Please identify all of your API providers as of the
most recent practicable date, including the jurisdiction of each and the services provided
to users of your platform by each, including whether the API provides such services to
U.S. persons. In addition, please revise your disclosure to clarify the fees users pay for the
use of your services and products. In this regard, we note your disclosure on page 4 that
"[w]here permitted, each new app provides [you] with an opportunity to monetize user
transactions involving digital assets held in the Exodus Platform through commissions,
subscription fees or other means."
12.Refer to your response to comment 19. Please expand your Exchange Aggregation section
on page 5 to describe in detail what your Exchange Aggregator is and how it works. For
example, please disclose how your platform identifies and communicates (i) the trading
pairs of crypto assets that users may exchange, including the number of crypto assets the
user will transfer and receive in such exchange, (ii) the fiat currencies users may use to
purchase crypto assets, including the cost of purchasing such crypto assets and (iii) the
crypto assets that users may exchange for fiat currencies, including the amount of fiat
currency the user will receive. Also identify the exchanges that the Exchange
Aggregator aggregates, the jurisdiction of each exchange and whether the Exchange
Aggregator offers services for all 21,000 crypto assets, including the NFTs, that your
wallet supports. Also describe the mechanics of how a user sends, receives and exchanges
crypto assets by using the Exchange Aggregator, including whether the user transfers
its crypto assets or fiat currency to the API Provider in connection with the transaction.

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13.Refer to your response to comment 21. Please revise your disclosure on page 5 to describe
how you aggregate the APIs of several industry-leading pricing services to provide real-
time information on crypto asset prices on your platform. Also identify the industry-
leading pricing services.
14.Refer to your response to comment 22. We note that you define a monthly active user as
any user "with transaction history" that opens a wallet on your platform in a given month.
Please revise your disclosure on page 31 to clarify what you mean by "with transaction
history." Also please describe here to clarify how you use MAU to measure the retention
levels of your users as well as the size of your global funded user community. Please also
provide a brief definition of "funded user community."
15.We note your disclosure that an updated list of Exodus' API providers is available within
the terms of service located on Exodus' website.  We are unable to locate the "terms of
service" on your website.
16.Refer to your response to comment 23. Please revise to disclose how you inform users
whether or not your wallet will support a fork. Also please clarify what you mean by your
disclosure on page 5 that "[b]ecause the Company is a self-hosted wallet, the Company’s
users have the ability to import their mnemonic seed phrase or private key into another
wallet platform that may support forks that Exodus does not support." Also, please
disclose whether you inform users of airdrops, and, if so, how.
17.Refer to your response to comment 24. Your disclosure on page 6 that users can un-stake
their crypto assets at any time appears to be inconsistent with the disclosure that users
staking Cosmos coins on Exodus will be required to wait twenty-one days to un-stake
their Cosmos coins. Please revise for clarity and consistency and describe the terms of
each of the staking products offered on your platform. In addition, please disclose the
risks to users of using the staking products offered on your platform.
Digital Asset and Stablecoin Holdings, page 7
18.Refer to your response to comment 7. Please disclose the percentage of your private keys
that you hold in cold storage. In addition, we note your disclosure that you self-custody
4,625,187 units of "Other" crypto assets. Please revise to disclose the crypto assets in the
"Other" category.
19.Refer to your response to comment 8. We note that your policy related to when you
monetize your crypto assets is to maintain a 50/50 balance of crypto assets and fiat
currency. Please disclose how often you evaluate the balance and how often you rebalance
your holdings. You also disclose that you have never and likely will never achieve a 50/50
split. Please revise to disclose the splits you have had over the most recently completed
fiscal year and as of the most recent practicable date.
Human Capital Management, page 8
20.Refer to your response to comments 25 and 26. On page 8, you disclose that your

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employees are paid exclusively in Bitcoin. However, it appears that almost all of your
employees are actually contractors who work for you pursuant to your agreement with
TriNet and that, pursuant to the agreement, TriNet assumes the liabilities for the business
of employment such as compensation. Please revise to clarify whether you pay TriNet's
employees in Bitcoin or whether you reimburse TriNet for its expenses in Bitcoin. Also
disclose how you determine the "current Bitcoin rate." In addition, please revise to
disclose the term of your agreement with TriNet and the administrative fee you pay for
TriNet's services, including whether the fees you pay TriNet are in Bitcoin or fiat
currency. Finally, we note your disclosure that "[y]our team members are critical to [y]our
mission." Please add a risk factor that addresses the risk that your "team members" are
TriNet's employees, if true, and that, if your agreement with TriNet is terminated, you
may lose your "team members."
Risks Related to Our Business
Operational cost may exceed the award, page 20
21.Refer to your response to comment 29. Please revise your risk disclosure to describe the
April 19, 2024 Bitcoin halving event.
Risks Related to Regulation, page 22
22.Refer to your response to comment 29. Please add a risk factor that addresses the extent to
which material aspects of the business and operations of trading platforms are not
regulated. In addition, please add risk factors that separately discuss the risk of front-
running, wash-trading and security failures or operational problems at trading platforms,
including ones that may be accessed through your platform.
23.Refer to your response to comment 33. Please add a separate risk factor that addresses the
liability to the company if one of your API providers fails to comply with the rules, laws
and regulations in the jurisdiction in which they provide services to your users.
24.Refer to your response to comment 30. As users may lose assets if one of the APIs
experiences insolvency or bankruptcy, please add a risk factor that addresses the risk.
Due to the revenue structure for our Exchange Aggregator..., page 25
25.We note your disclosure on page 25 that you could be deemed to be a broker-dealer if
certain crypto assets are securities due to your revenue structure, as well as your statement
that some digital assets may be considered securities by regulators “in the
future….” Please revise to remove “in the future” as several crypto assets have been
identified as securities. Please also expand this risk factor to disclose the risk that you may
be acting as an unregistered broker-dealer in connection with the staking feature on your
platform. In addition, and given the broad definition of broker, please add a separate risk
factor to clarify that you may be acting as an unregistered broker-dealer regardless of your
revenue structure due to crypto assets on your platform that may currently be securities.

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Director Independence, page 41
26.Refer to comment 36. Please revise to identify the board members who serve on your
audit committee.
Legal Proceedings, page 41
27.Refer to your response to comment 37. Please tell us why you do not view your placement
on the Warning List by the United Kingdom Financial Conduct Authority to be material.
Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder
Matters
Digital Format Exodus Common Stock, page 42
28.Refer to your response to comment 38. Please provide us with a materially complete
description of the Common Stock Tokens, including the role of Securitize, what it means
to be a “representation” of the Class A common stock and the number of outstanding
Common Stock Tokens outstanding. In responding to this comment, please explain the
statement, “Common Stock Tokens are created, held, distributed, maintained and deleted
by the Transfer Agent, and not by Exodus" and that "Common Stock Tokens cannot be
created or deleted by any entity other than the Transfer Agent.” Moreover, if the
“ownership and transfer of shares of our Class A common stock will be recorded in book-
entry form by the Transfer Agent” and the Common Stock Tokens canno

CORRESP
1
filename1.htm

  April 30, 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.

            Registration Statement on Form 10

            Filed on February 28, 2024

            File No. 000-56643

  Dear Ms. Bednarowski:

  On behalf of Exodus Movement, Inc. (“Exodus” or the “Company”), this letter responds 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 April 3, 2024 (the “Comment Letter”), regarding the above-referenced Registration Statement on
      Form 10 (the “Registration Statement”), filed on February 28, 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
      comment 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 an amendment to the Registration Statement (the “Amended Registration Statement”).

  General

        1.
        You state that you provide support for over 21,000 crypto assets. Please provide a description of your internal policies and procedures for how you determine whether
              crypto assets, including NFTs and staking products, are securities within the meaning of the U.S. federal securities laws. Also clarify that such processes are risk-based assessments made by the company and are not legal standards binding on
              any regulatory body or court.

  Exodus has revised the Registration Statement to omit the verb “support” and to clarify that we provide “access
      to” over 21,000 crypto assets. Because Exodus does not conduct transactions in crypto assets or engage in any swap activity, Exodus does not review or analyze individual crypto assets to assess whether they are “securities” under the federal
      securities laws. To mitigate the risk that Exodus could be deemed to be a broker-dealer in the event a crypto asset may be determined by a regulatory body or a court to be a “security,” Exodus charges its third-party API providers (“API Providers”) a
      monthly subscription fee for exchanges made by persons located in the United States trading digital assets. For exchanges made by persons located outside the United States, Exodus charges its third-party providers a percentage of the digital assets
      exchanged. While Exodus believes that it could also charge exchanges on which persons located in the United States trade digital assets a percentage of digital assets exchanged that Exodus determines are not securities, Exodus has decided not to
      utilize such pricing. The Company has revised the disclosure on page 5 of the Amended Registration Statement to provide additional detail around its fee structures.

  Further, please include a risk factor that addresses the specific risks inherent in your policies and
        procedures for determining whether or not a crypto asset is a security, and describe the potential regulatory risks under the U.S. federal securities laws if such crypto assets are determined to be securities.

  In response to the Staff’s comment, Exodus has revised its risk factor, “Certain digital assets traded using
        third-party services integrated within our platform or other programs could be viewed as ‘securities’ for purposes of federal or state regulations and could subject us to regulatory scrutiny, inquiries, investigations, fines and other penalties,” on

      page 23 of the Amended Registration Statement to make clear that it does not analyze crypto assets to determine whether they are securities.

  Similarly please address how you determine that you are in compliance with the rules, regulations and laws of
        the jurisdictions in which you offer your products and services.

  The Company reviews the laws of jurisdictions in which it operates and engages with outside counsel as necessary
      to ensure that it remains in compliance with applicable laws and regulations.

        2.
        Please revise to disclose your policies related to whether you provide services for crypto assets that are securities, and, if so, how you do so in compliance with the
              federal securities laws and the risks to your business if you are found to be engaging in transactions for unregistered securities in violation of the federal securities laws.

  The Company acknowledges the Staff’s comment and has revised its risk factor, “Certain digital assets traded
        using third-party services integrated within our platform or other programs could be viewed as ‘securities’ for purposes of federal or state regulations and could subject us to regulatory scrutiny, inquiries, investigations, fines and other
        penalties,” to make clear that, if the Company were to receive compensation based on the percentage of digital assets exchanged by persons located in the United States and such assets are deemed to be securities under the federal securities
      laws, then the Company could be deemed to be in violation of the federal and state securities laws, which could have a negative effect on our business, financial condition and results of operations.

  The Company’s service is providing a visual interface for users to send, receive and store digital assets
      self-custodially. We believe that self-custody of financial assets, whether they are deemed to be a security or otherwise, is in compliance with current regulations. All other services involving crypto assets that may be considered securities, such
      as Cosmos and Tezos, including transactions such as swaps, staking and purchases, are performed by third-party API Providers.

  In this regard, we note that your website indicates you
    offer staking products for Cosmos and Tezos, which have been identified as securities in separate SEC complaints.

    The Company acknowledges the Staff’s comment and has revised the disclosure on its website to describe the products and services it offers in a manner consistent with the disclosure contained in the Amended Registration Statement. The
        Company respectfully advises the Staff that, consistent with the Company’s terms of service currently disclosed on its website, Exodus does not have any contact with, control over, or ability to take control of any assets that a user stakes.
        Rather, Exodus currently allows users to “stake” supported digital assets held in their Exodus wallets by participating in blockchain validation through a third-party API provider, Everstake.

        3.
        Please provide to us a list of the each of the crypto assets material to your business, organized by the aggregate volume of transactions involving the crypto asset
              that also includes the blockchain on which each crypto asset exists, the volume of transactions involving the crypto asset in each jurisdiction in which you provide products and services for the crypto asset and the services you provide for
              each. In addition, revise your registration statement to include a table that, by volume of transactions, lists the crypto assets that are material to your business, and describe the characteristics of these crypto assets. Also disclose
              whether there are any jurisdictions in which you do not provide services related to any of these crypto assets.

  The Company acknowledges the Staff’s comment and has provided the information requested by the Staff below and
      has also revised page 30 of the Amended Registration Statement. Please note that a description and characteristics of these assets is included in Item 1 under the Cryptocurrency section.

        Digital Asset
        Blockchain(s)
        Exchange

              Aggregation Revenue

        For The Year Ended
              December 31, 2022
        For The Year Ended
              December 31, 2023

          BTC

          Description: Store of value and payment cryptocurrency.

        Bitcoin
        $12,279,502
        $14,071,926

          Tether USD

          Description: Stablecoin.

        Ethereum, Algorand, Avalanche, Binance Smart
            Chain, Arbitrum, Polygon, Optimism, Solana, Tron, Fantom, Polygon, Solana
        $10,562,800
        $14,525,850

          Ether

          Description: Blockchain economy or blockchain platform.

        Ethereum
        $6,360,680
        $6,106,462

          USD Coin

          Description: Stablecoin.

        Ethereum, Algorand, Avalanche, Binance Smart
            Chain, Arbitrum, Fantom, Polygon, Optimism, Solana, Tron
        $3,645,060
        $2,478,815

  The Company does not directly provide products and services with respect to crypto assets other than basic wallet
      functionality (i.e., users can send, receive and store digital assets self-custodially) on the Exodus platform. The Company provides access to the products and services for crypto assets that are offered and performed by the API Providers. The
      Company does not track the volume of basic wallet transactions, as this information is not pertinent to the Company’s business model. Rather, the Company tracks and measures the revenue generated by the underlying crypto asset. The crypto assets
      material to the Company’s business based on revenue are described in the table above and these digital assets are generally available in all jurisdictions in which the Exodus Platform is available.

  The Company provides access to the API Providers’ services globally, with the exception of those jurisdictions
      comprehensively sanctioned by the U.S. Treasury Department’s Office of Foreign Assets (“OFAC”), and the States of New York and Washington.

        4.
        We refer you to our December 2022 Sample Letter to Companies Regarding Recent Developments in Crypto Asset Markets, located on our website at the following address:
              https://www.sec.gov/corpfin/sample-letter-companies-regarding-crypto-assetmarkets. Please consider the issues identified in the sample letter as applicable to your facts and circumstances, and revise your disclosure accordingly.

  The Company has considered the issues identified in the sample letter as applicable to its facts and
      circumstances at this time and has revised its disclosures accordingly. The disclosure under the heading, “Uncertainty and Volatility in the Digital Asset Markets,” on pages 8 and 9 of the Amended Registration Statement addresses Comments 1, 2 and 3
      of the sample letter. The Company has revised the risk factor, “The regulatory regime governing blockchain technologies, digital assets and securities is uncertain and new regulations or policies may materially adversely affect the development and
        utilization of the Exodus Platform,” to address Comment 10 of the sample letter.

  Cover Page

        5.
        Please revise your filing to provide the address of your principal executive offices.

  The Company acknowledges the Staff’s comment and has revised the cover page of the Amended Registration
      Statement. As provided in the explanatory footnote on the cover page of the Amended Registration Statement, the Company is a remote-first company and does not maintain a principal executive office but has provided its mailing address.

  Business, page 1

        6.
        Please revise to identify the jurisdictions in which you offer your platform and services and disclose the percentage of revenue earned in each.

  The Company acknowledges the Staff’s comment and has revised page 9 of the Amended Registration Statement
      accordingly. The Company offers the Exodus Platform in all jurisdictions not prohibited by U.S. law.

  In addition, we note that U.S. federal and state and foreign laws prohibit you from making available your
        platform or certain of its functionalities in all jurisdictions. Please disclose the methods you use to prohibit the Exodus Platform and certain of its functionalities from being accessed in such jurisdictions, and identify these jurisdictions and
        functionalities.

  The Company uses geo-blocking technology to block the Exodus Platform’s availability in jurisdictions subject to
      U.S. comprehensive sanctions—currently, the Crimea region and so-called Donetsk People’s Republic and Luhansk People’s Republic in Ukraine, Cuba, Iran, North Korea, and Syria. The Company also uses geo-blocking technology to block the availability of
      API integrations for third-party crypto-to-crypto exchange services in the states of New York and Washington.

  Also revise your disclosure in the Regulatory Environment section on page 6 to discuss, to the extent
        material, the laws, rules and regulations that impact your business in the jurisdictions in which you offer your platform and services. For example, you disclose on page 15 that you offer products and services in China. If material, describe the
        laws, rules and regulations in China regarding crypto assets and any other laws, rules and regulations that may impact your business.

  The Company offers the Exodus Platform in all jurisdictions not prohibited by U.S. law, and in so doing, it
      reviews the laws, rules and regulations of any jurisdiction other than the United States if material to its business. As an example, while the Exodus Platform is not prohibited in China, the revenue from China-based users represents an immaterial
      portion of the Company’s total revenue.

        7.
        Please identify the crypto assets you hold for your own account. In this regard, we note your disclosure on page 25 that, as of December 31, 2023, you held Bitcoin,
              Ethereum, USDC and “other digital assets.” To the extent that you hold your crypto assets on an exchange, please identify the exchange.

  The Company acknowledges the Staff’s comment and has revised page 7 of the Amended Registration Statement
      accordingly.

  To the extent that they are held with a third-party custodian, please identify the custodian and
        describe the material terms of the agreement, including:

        ●
        disclose how the custodian stores the private keys, including the percentage that are held in cold storage, and the geographic location of where they are stored;

        ●
        disclose whether your assets are comingled with the assets of other customers;

        ●
        identify who has access to the private key information;

        ●
        disclose whether any entity is responsible for verifying the existence of your crypto assets; and

        ●
        disclose whether and to what extent the custodian carries insurance for any losses of the crypto assets it holds for you.

  To the extent that you self-custody your crypto assets, please revise to disclose your policies and
        procedures related to storing the private keys, including whether they are held in cold or hot storage, the geographic location where they are stored and who has access to the private keys. In addition, we note your disclosure on page 12 that you
        do not have insurance that covers your Bitcoin in the event of loss or fraud. Please revise to clarify, if true, and on page 12 that you do not have insurance that covers your crypto assets. If you do have insurance that covers your crypto assets,
        please revise to disclose to what extent the insurance covers the loss of your crypto assets.

  The Company acknowledges the Sta

United States securities and exchange commission logo
April 3, 2024
James Gernetzke
Chief Financial Officer
Exodus Movement, Inc.
15418 Weir Street, Suite #333
Omaha, NE 68137
Re:Exodus Movement, Inc.
Registration Statement on Form 10-12G
Filed February 28, 2024
File No. 000-56643
Dear James Gernetzke:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this letter,
we may have additional comments.
Registration Statement on Form 10
General
1.You state that you provide support for over 21,000 crypto assets. Please provide a
description of your internal policies and procedures for how you determine whether crypto
assets, including NFTs and staking products, are securities within the meaning of the U.S.
federal securities laws. Also clarify that such processes are risk-based assessments made
by the company and are not legal standards binding on any regulatory body or court.
Further, please include a risk factor that addresses the specific risks inherent in your
policies and procedures for determining whether or not a crypto asset is a security, and
describe the potential regulatory risks under the U.S. federal securities laws if such crypto
assets are determined to be securities. Similarly please address how you determine that
you are in compliance with the rules, regulations and laws of the jurisdictions in which
you offer your products and services.
2.Please revise to disclose your policies related to whether you provide services for crypto
assets that are securities, and, if so, how you do so in compliance with the federal

 FirstName LastNameJames Gernetzke
 Comapany NameExodus Movement, Inc.
 April 3, 2024 Page 2
 FirstName LastNameJames Gernetzke
Exodus Movement, Inc.
April 3, 2024
Page 2
securities laws and the risks to your business if you are found to be engaging in
transactions for unregistered securities in violation of the federal securities laws. In this
regard, we note that your website indicates you offer staking products for Cosmos and
Tezos, which have been identified as securities in separate SEC complaints.
3.Please provide to us a list of the each of the crypto assets material to your business,
organized by the aggregate volume of transactions involving the crypto asset that also
includes the blockchain on which each crypto asset exists, the volume of transactions
involving the crypto asset in each jurisdiction in which you provide products and services
for the crypto asset and the services you provide for each. In addition, revise your
registration statement to include a table that, by volume of transactions, lists the crypto
assets that are material to your business, and describe the characteristics of these crypto
assets. Also disclose whether there are any jurisdictions in which you do not provide
services related to any of these crypto assets.
4.We refer you to our December 2022 Sample Letter to Companies Regarding Recent
Developments in Crypto Asset Markets, located on our website at the following address:
https://www.sec.gov/corpfin/sample-letter-companies-regarding-crypto-asset-
markets. Please consider the issues identified in the sample letter as applicable to your
facts and circumstances, and revise your disclosure accordingly.
Cover Page
5.Please revise your filing to provide the address of your principal executive offices.
Business, page 1
6.Please revise to identify the jurisdictions in which you offer your platform and services
and disclose the percentage of revenue earned in each. In addition, we note that U.S.
federal and state and foreign laws prohibit you from making available your platform or
certain of its functionalities in all jurisdictions. Please disclose the methods you use to
prohibit the Exodus Platform and certain of its functionalities from being accessed in
such jurisdictions, and identify these jurisdictions and functionalities. Also revise your
disclosure in the Regulatory Environment section on page 6 to discuss, to the extent
material, the laws, rules and regulations that impact your business in the jurisdictions in
which you offer your platform and services. For example, you disclose on page 15 that
you offer products and services in China. If material, describe the laws, rules and
regulations in China regarding crypto assets and any other laws, rules and regulations that
may impact your business.
7.Please identify the crypto assets you hold for your own account. In this regard, we note
your disclosure on page 25 that, as of December 31, 2023, you held Bitcoin, Ethereum,
USDC and "other digital assets." To the extent that you hold your crypto assets on an
exchange, please identify the exchange. To the extent that they are held with a third-party
custodian, please identify the custodian and describe the material terms of the agreement,

 FirstName LastNameJames Gernetzke
 Comapany NameExodus Movement, Inc.
 April 3, 2024 Page 3
 FirstName LastNameJames Gernetzke
Exodus Movement, Inc.
April 3, 2024
Page 3
including:
•disclose how the custodian stores the private keys, including the percentage that are
held in cold storage, and the geographic location of where they are stored;
•disclose whether your assets are comingled with the assets of other customers;
•identify who has access to the private key information;
•disclose whether any entity is responsible for verifying the existence of your crypto
assets; and
•disclose whether and to what extent the custodian carries insurance for any losses of
the crypto assets it holds for you.
To the extent that you self-custody your crypto assets, please revise to disclose your
policies and procedures related to storing the private keys, including whether they are held
in cold or hot storage, the geographic location where they are stored and who has access to
the private keys. In addition, we note your disclosure on page 12 that you do not have
insurance that covers your Bitcoin in the event of loss or fraud. Please revise to clarify, if
true, and on page 12 that you do not have insurance that covers your crypto assets. If you
do have insurance that covers your crypto assets, please revise to disclose to what extent
the insurance covers the loss of your crypto assets.
8.Please revise to disclose whether the fees you earn are paid in fiat currency or crypto
assets. To the extent that the fees are paid in crypto assets, please disclose the crypto
assets that you accept as payment, how and when you value the crypto assets accepted as
payment, your policies related to monetizing the crypto assets, where you exchange the
crypto assets for fiat currency and whether you have agreements with any of the third-
party exchanges or counter parties that you use for such purposes. If you do have
agreements with third-party exchanges or the counter parties used to exchange your crypto
assets, please disclose the material terms of the agreements. In addition, to the extent that
you accept crypto assets as payment, please disclose whether you or the API pays the
expenses, such as gas fees, related to the transfer of the crypto assets from the API to you.
9.We note your disclosure on your YouTube channel that you distribute USDC to users that
recommend your product to others. Please revise to disclose the circumstances in which
you distribute USDC and the amount of USDC distributed to users of your platform.
10.Please revise to disclose whether and to what extent you have insurance for any losses of
assets in your users' wallets.
11.Please describe the AML, KYC and any other procedures conducted by you or for you by
third parties to determine, among other things, whether the counter-party in any
transaction is not a sanctioned entity or whether a user of your platform is not a sanctioned
entity. Similarly, please describe the AML, KYC and any other procedures related to the
sale or acquisition of crypto assets for your own account.
Our Company, page 1
12.Please revise here to disclose that you are a controlled company and that Jon Paul
Richardson, your CEO and director, and Daniel Castagnoli, a director, control 85% of the

 FirstName LastNameJames Gernetzke
 Comapany NameExodus Movement, Inc.
 April 3, 2024 Page 4
 FirstName LastNameJames Gernetzke
Exodus Movement, Inc.
April 3, 2024
Page 4
voting power of your outstanding capital stock and that holders of your Class B common
stock collectively control 98% of the voting power of your outstanding common stock.
13.Please revise to clarify what you mean by the “trustworthiness of a bank’s online
portal." In this regard, we note that you are not a banking institution or otherwise a
member of the FDIC and that the assets held in your wallets are not subject to the
protections of depositors with FDIC institutions and that crypto asset transfers, which due
to human error, theft or criminal action, may be improperly transferred from a
user's wallet and never recovered due to the characteristics of crypto assets and the
blockchain.
Our Industry, page 1
14.Please revise your disclosure in this section to provide a balanced description. For
example purposes only, we note the following:
•you state that “[a]s a result, blockchain technology has a reputation of being difficult
to access and use, and the current options for managing digital assets do not provide
integrated or seamless solutions” but do not explain that many crypto asset exchanges
allow users to access multiple blockchains through the exchanges’ platforms;
•you state that certain cryptocurrencies are primarily used to pay for goods and
services and are often considered a substitute for gold, cash or forms of electronic
payment but do not discuss the limited use of crypto assets to pay for retail and
commercial services;
•you discuss privacy coins but do not discuss the ban of such crypto assets in several
jurisdictions or that the anonymity provided by the crypto assets facilitates the use of
these crypto assets for illicit financing and crime;
•you state that crypto assets “can also be transferred in real time, often with no or low
fees,” but do not address the volatility of transfer fees and settlement times;
•you state that “[o]ften wallets have cumbersome interfaces,” but do not disclose
that the private key that your users must enter to utilize the crypto assets in their
wallets on your platform is an alphanumeric code with hundreds of digits, which, if
lost, renders the assets in the wallets lost; and
•you state that "[s]tablecoins are cryptocurrencies whose value is connected to an asset
that will not significantly fluctuate in value" but do not discuss the potential for
significant fluctuations in value.
Our Solution - The Exodus Platform, page 3
15.We note your disclosure on page 3 that you are “adapting and innovating the Exodus
Platform to support [y]our users’ ability to store other types of valuable assets such as
personal information, traditional fiat currencies and other tokenized financial
products.” Please revise to disclose the assets that your wallets currently are able to hold.
In addition, please discuss your plans for developing additional wallet capabilities, the
steps involved for such development, the related costs, the source of the capital necessary
for the development and any challenges you may encounter, including compliance with

 FirstName LastNameJames Gernetzke
 Comapany NameExodus Movement, Inc.
 April 3, 2024 Page 5
 FirstName LastNameJames Gernetzke
Exodus Movement, Inc.
April 3, 2024
Page 5
the relevant laws, rules and regulations in each of the jurisdictions in which you
operate. In addition, please revise to clarify what you mean by "other tokenized financial
products."
Our Strategy
Elevate Technology, page 3
16.We note that, on page 3, you disclose that "[c]urrently products do exist to permit users to
migrate from fiat currency to digital assets; however, they often have poor user
interface/user experience (“UI/UX”) designs and require numerous transactions to
move between different types of digital assets” but it appears that one of the ways you
facilitate transfers of crypto assets is by giving users access to third-party exchanges.
Please clarify how the use of your platform differs from the use of third-party exchanges,
and clarify what you mean by your disclosure that "[t]he Exodus Platform is asset
agnostic, meaning [that you] have the ability to operate properly irrespective of the type of
digital asset.”
Our Products and Services
Exodus Platform, page 4
17.Please identify all of the products and services you offer on your platform, identify any of
your products and services that you do not offer to U.S. users and discuss the different
pricing models you use depending on whether a customer is a U.S. person, including the
reasons for the use of such different pricing models. In addition, please identify all of your
API providers, including the jurisdiction of each, and disclose the material terms of the
agreements you have with the providers, including how you earn fees from each. In this
regard, we note your disclosure on page 45 in your financial statements that addresses
exchange aggregation, fiat onboarding and staking revenue earned through an API
provider.
18.Please identify the fiat currencies that may be used to purchase crypto assets and the fiat
currencies that may be received for the sale of crypto assets on or through your platform.
19.We note your disclosure that you "have a streamlined approach to aggregate the
exchanges and aim to provide users with the best exchange rate within their jurisdictional
limitations." Under an appropriately captioned heading, please revise to describe in detail
what your Exchange Aggregator is and how it works. Please revise to identify the
exchanges you use, the jurisdiction of each exchange and whether you have separate
agreements with each exchange or whether one of your APIs provides the connection with
the third-party exchanges. In addition, please disclose whether the third-party exchanges
that users may access through your platform provide services for the 21,000 types of
crypto assets that users may hold in their wallets on your platform.
20.We note your disclosure that users can "send, receive and swap over 21,000 crypto assets
without having to access centralized exchanges or trade across multiple order

 FirstName LastNameJames Gernetzke
 Comapany NameExodus Movement, Inc.
 April 3, 2024 Page 6
 FirstName LastNameJames Gernetzke
Exodus Movement, Inc.
April 3, 2024
Page 6
books." Please revise to describe how users send, receive and swap crypto assets on your
platform without accessing centralized exchanges, and describe your involvement in such
transfers.
21.We note your disclosure that the "platform also provides important information for users
regarding accurate and real-time information on crypto asset prices and other relevant
market data." Please describe how you determine the real-time crypto asset prices and
describe the "other relevant market data" that you provide on your platform.
22.We note your disclosure that the creation of the Exodus Platform has been downloaded
over 12.4 million times as of December 31, 2023. Please revise to disclose how many
times your platform was downloaded during the fiscal year ended December 31, 2023. We
also note your disclosure that "[a]s of December 31, 2023, [y]our users have swapped
approximately $12.3 billion digital assets." Please revise to disclose the volume of
transactions during the most recently completed fiscal year. In addition, we note your
disclosure on page 8 that “[t]he success of [y]our business depends on [y]our ability to
attract and retain Exodus Platform users.” Please revise to discl

CORRESP
1
filename1.htm

    EXODUS MOVEMENT, INC.

    April 8, 2021

    VIA EDGAR

    Division of Corporation Finance

    U.S. Securities & Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Sonia Bednarowski and J. Nolan McWilliams

    Re: Exodus Movement, Inc.

    Offering Statement on Form 1-A

    File No. 024-11468

    Qualification Request

    Requested Date:  Thursday, April 8, 2021

    Requested Time: 4:00 p.m. (Eastern time),

    or as soon thereafter as practicable

    Ladies and Gentlemen:

    Pursuant to Rule 252(e) of Regulation A promulgated under the Securities Act of 1933, as amended, Exodus Movement, Inc. (the “Company”) hereby requests that the
      above-referenced Offering Statement on Form 1-A (File No. 024-11468) (the “Offering Statement”) be declared qualified at the “Requested Date” and “Requested Time” set forth above or at such
      later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission
      (the “Commission”).

    Once the Offering Statement has been declared qualified, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, by calling Robert H. Rosenblum at (202) 973-8808
      or, in his absence, Johanna Collins-Wood at (212) 497-7707.

    In making this request, the Company acknowledges that:

          •

            should the Commission or the Staff, acting pursuant to delegated authority, qualify the filing, it does not foreclose the Commission from taking any action with respect to the filing;

          •

            the action of the Commission or the Staff, acting pursuant to delegated authority, in qualifying the filing, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

          •

            the Company may not assert Staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    * * * * *

            Very truly yours,

            Exodus Movement, Inc.

            Jon Paul Richardson

            Chief Executive Officer

          cc:

            Robert H. Rosenblum, Wilson Sonsini Goodrich & Rosati, P.C.

    Amy B. Caiazza, Wilson Sonsini Goodrich & Rosati, P.C.

    Chris F. Fennell, Wilson Sonsini Goodrich & Rosati, P.C.

    Johanna Collins-Wood, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

  EXODUS MOVEMENT, INC.

  April 8, 2021

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549

            Attention:

            Sonia Bednarowski and J. Nolan McWilliams

        Re:

          Exodus Movement, Inc.

            Offering Statement on Form 1-A

            File No. 024-11468

            Withdrawal of Qualification Request

  Ladies and Gentlemen:

  Reference is made to our letter, filed as correspondence via EDGAR on April 6, 2021, at approximately 2:22 p.m. (Eastern time), pursuant to Rule 252(e) under the Securities Act of 1933, as amended, in
    which we requested that the staff (the “Staff”) of the Securities and Exchange Commission qualify the above-referenced Offering Statement at 9:00 a.m. (Eastern time) on Thursday, April 8,
    2021, or as soon thereafter as practicable.

  We hereby formally withdraw our request for qualification at 9:00 a.m. (Eastern time) on Thursday, April 8, 2021. We note our intention to submit a new qualification request relating to the
    above-referenced Offering Statement to the Staff later today, pursuant to which we will request that the above-referenced Offering Statement be qualified at 4:00 p.m. (Eastern time) on Thursday, April 8, 2021, or as soon as practicable thereafter.

  If you require any additional information with respect to this letter, please contact our counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, by calling Robert H. Rosenblum at
    (202) 973-8808 or, in his absence, Johanna Collins-Wood at (212) 497-7707.

  [Signature page follows]

  * * * *

          Sincerely,

          EXODUS MOVEMENT, INC.

          By:

          /s/ Jon Paul Richardson

          Jon Paul Richardson

          Chief Executive Officer

        cc:

          Robert H. Rosenblum, Wilson Sonsini Goodrich & Rosati, P.C.

  Amy B. Caiazza, Wilson Sonsini Goodrich & Rosati, P.C.

  Chris F. Fennell, Wilson Sonsini Goodrich & Rosati, P.C.

  Johanna Collins-Wood, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

    EXODUS MOVEMENT, INC.

    April 6, 2021

    VIA EDGAR

    Division of Corporation Finance

    U.S. Securities & Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Sonia Bednarowski and J. Nolan McWilliams

    Re: Exodus Movement, Inc.

    Offering Statement on Form 1-A

    File No. 024-11468

    Qualification Request

    Requested Date:  Thursday, April 8, 2021

    Requested Time: 9:00 a.m. (Eastern time),

    or as soon thereafter as practicable

    Ladies and Gentlemen:

    Pursuant to Rule 252(e) of Regulation A promulgated under the Securities Act of 1933, as amended, Exodus Movement, Inc. (the “Company”) hereby requests that the
      above-referenced Offering Statement on Form 1-A (File No. 024-11468) (the “Offering Statement”) be declared qualified at the “Requested Date” and “Requested Time” set forth above or at such
      later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission
      (the “Commission”).

    Once the Offering Statement has been declared qualified, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, by calling Robert H. Rosenblum at (202) 973-8808
      or, in his absence, Johanna Collins-Wood at (212) 497-7707.

    In making this request, the Company acknowledges that:

          •

            should the Commission or the Staff, acting pursuant to delegated authority, qualify the filing, it does not foreclose the Commission from taking any action with respect to the filing;

          •

            the action of the Commission or the Staff, acting pursuant to delegated authority, in qualifying the filing, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

          •

            the Company may not assert Staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    * * * * *

            Very truly yours,

            Exodus Movement, Inc.

            Jon Paul Richardson

            Chief Executive Officer

          cc:

            Robert H. Rosenblum, Wilson Sonsini Goodrich & Rosati, P.C.

    Amy B. Caiazza, Wilson Sonsini Goodrich & Rosati, P.C.

    Chris F. Fennell, Wilson Sonsini Goodrich & Rosati, P.C.

    Johanna Collins-Wood, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

    EXODUS MOVEMENT, INC.

    April 6, 2021

    VIA EDGAR

    Division of Corporation Finance

    U.S. Securities & Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Sonia Bednarowski and J. Nolan McWilliams

    Re: Exodus Movement, Inc.

    Offering Statement on Form 1-A

    File No. 024-11468

    Qualification Request

    Requested Date:  Thursday, April 8, 2021

    Requested Time: 8:00 a.m. (Eastern time),

    or as soon thereafter as practicable

    Ladies and Gentlemen:

    Pursuant to Rule 252(e) of Regulation A promulgated under the Securities Act of 1933, as amended, Exodus Movement, Inc. (the “Company”) hereby requests that the
      above-referenced Offering Statement on Form 1-A (File No. 024-11468) (the “Offering Statement”) be declared qualified at the “Requested Date” and “Requested Time” set forth above or at such
      later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission
      (the “Commission”).

    Once the Offering Statement has been declared qualified, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, by calling Robert H. Rosenblum at (202) 973-8808
      or, in his absence, Johanna Collins-Wood at (212) 497-7707.

    In making this request, the Company acknowledges that:

          •

            should the Commission or the Staff, acting pursuant to delegated authority, qualify the filing, it does not foreclose the Commission from taking any action with respect to the filing;

          •

            the action of the Commission or the Staff, acting pursuant to delegated authority, in qualifying the filing, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

          •

            the Company may not assert Staff comments and/or qualification as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    * * * * *

            Very truly yours,

            Exodus Movement, Inc.

            Jon Paul Richardson

            Chief Executive Officer

          cc:

            Robert H. Rosenblum, Wilson Sonsini Goodrich & Rosati, P.C.

    Amy B. Caiazza, Wilson Sonsini Goodrich & Rosati, P.C.

    Chris F. Fennell, Wilson Sonsini Goodrich & Rosati, P.C.

    Johanna Collins-Wood, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

  EXODUS MOVEMENT, INC.

  April 6, 2021

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549

            Attention:

            Sonia Bednarowski and J. Nolan McWilliams

        Re:

          Exodus Movement, Inc.

            Offering Statement on Form 1-A

            File No. 024-11468

            Withdrawal of Qualification Request

  Ladies and Gentlemen:

  Reference is made to our letter, filed as correspondence via EDGAR on April 6, 2021, at approximately 11:32 a.m. (Eastern time), pursuant to Rule 252(e) under the Securities Act of 1933, as amended, in
    which we requested that the staff (the “Staff”) of the Securities and Exchange Commission qualify the above-referenced Offering Statement at 8:00 a.m. (Eastern time) on Thursday, April 8,
    2021, or as soon thereafter as practicable.

  We hereby formally withdraw our request for qualification at 8:00 a.m. (Eastern time) on Thursday, April 8, 2021. We note our intention to submit a new qualification request relating to the
    above-referenced Offering Statement to the Staff later today, pursuant to which we will request that the above-referenced Offering Statement be qualified at 9:00 a.m. (Eastern time) on Thursday, April 8, 2021, or as soon as practicable thereafter.

  If you require any additional information with respect to this letter, please contact our counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, by calling Robert H. Rosenblum at
    (202) 973-8808 or, in his absence, Johanna Collins-Wood at (212) 497-7707.

  [Signature page follows]

  * * * *

          Sincerely,

          EXODUS MOVEMENT, INC.

          By:

          /s/ Jon Paul Richardson

          Jon Paul Richardson

          Chief Executive Officer

        cc:

          Robert H. Rosenblum, Wilson Sonsini Goodrich & Rosati, P.C.

  Amy B. Caiazza, Wilson Sonsini Goodrich & Rosati, P.C.

  Chris F. Fennell, Wilson Sonsini Goodrich & Rosati, P.C.

  Johanna Collins-Wood, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

            Wilson Sonsini Goodrich & Rosati

            Professional Corporation

            1700 K Street NW

            Fifth Floor

            Washington, D.C. 20006-3817

            o: 202.973.8800

            f: 202.973.8899

    March 24, 2021

    Via EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

            Attention:

            Mark Brunhofer

            Bonnie Baynes

            Sonia Bednarowski

            J. Nolan McWilliams

            Re:

            Exodus Movement, Inc.

            Offering Statement on Form 1-A

            Filed on February 26, 2021

            Amendment No. 1 to Offering Statement on Form 1-A

            Filed on March 17, 2021

            File No. 024-11468

    Ladies and Gentlemen:

    On behalf of our client, Exodus Movement, Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”)
      of the Securities and Exchange Commission (the “Commission”) contained in its letter dated March 24, 2021, relating to the above referenced Offering Statement on Form 1-A (the “Offering
        Circular”). We are concurrently publicly filing via EDGAR an amended offering circular (the “Amended Offering Circular”).

    In this letter, we have recited the comments from the staff in italicized, bold type and have followed each comment with the Company’s response. Except for page references appearing in the headings and Staff comments
      below (which are references to the Offering Circular), all page references herein correspond to the Amended Offering Circular.

    *  *  *  *  *

    AUSTIN        BEIJING        BOSTON        BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW YORK        PALO ALTO

    SAN DIEGO        SAN FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

    March 24, 2021

    Page 2

    Amendment No. 1 to Offering Statement on Form 1-A

    Offering Summary

    Digital Format Exodus Common Stock, page 1

    1.          Please disclose here that if a seller transfers or sells Class A common stock and the seller
        possesses but does not transfer to the buyer the number of Common Stock Tokens that corresponds to the amount of Class A common stock sold, the Transfer Agent will remove the relevant amount of Common Stock Tokens from the seller’s digital wallet
        and burn them, so that they no longer exist. We note your disclosure in this regard in the last paragraph on page 120.

    The Company acknowledges the Staff’s comment and has revised the language on page 1 of the Amended Offering Circular.

    Common Stock Tokens, page 114

    2.          Please clarify here whether Class A common stock holders will be able to opt-out of receiving
        the Tokens and, if so, describe the process for holders to so opt-out.

    The Company acknowledges the Staff’s comment and has revised the language on page 114 of the Amended Offering Circular.

    Please direct any questions regarding the Company’s responses or the Amended Offering Circular to me at (202) 973-8887 and acaiazza@wsgr.com or to Rob Rosenblum at (202) 973-8808 and rrosenblum@wsgr.com.

            Very truly yours,

            WILSON SONSINI GOODRICH & ROSATI

            Professional Corporation

            /s/ Amy B. Caiazza

            Amy B. Caiazza

          cc:

            Jon Paul Richardson, Exodus Movement, Inc.

              Robert H. Rosenblum, Wilson Sonsini Goodrich & Rosati, P.C.

              Chris F. Fennell, Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
March 24, 2021
Jon Paul Richardson
Chief Executive Officer
Exodus Movement, Inc.
15418 Weir Street, #333
Omaha, NE 68137
Re:Exodus Movement, Inc.
Amendment No. 1 to
Offering Statement on Form 1-A
Filed March 17, 2021
File No. 024-11468
Dear Mr. Richardson:
            We have reviewed your amended offering 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 offering 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 offering statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 12, 2021 letter.
Amendment No. 1 to Offering Statement on Form 1-A
Offering Summary
Digital Format Exodus Common Stock, page 1
1.Please disclose here that if a seller transfers or sells Class A common stock and the seller
possesses but does not transfer to the buyer the number of Common Stock Tokens that
corresponds to the amount of Class A common stock sold, the Transfer Agent will remove
the relevant amount of Common Stock Tokens from the seller’s digital wallet and burn
them, so that they no longer exist.  We note your disclosure in this regard in the last
paragraph on page 120.

 FirstName LastNameJon Paul Richardson
 Comapany NameExodus Movement, Inc.
 March 24, 2021 Page 2
 FirstName LastName
Jon Paul Richardson
Exodus Movement, Inc.
March 24, 2021
Page 2
Common Stock Tokens, page 114
2.Please clarify here whether Class A common stock holders will be able to opt-out of
receiving the Tokens and, if so, describe the process for holders to so opt-out.
            You may contact Mark Brunhofer at 202-551-3638 or Bonnie Baynes at 202-551-4924 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or J. Nolan McWilliams at 202-551-3217 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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            Wilson Sonsini Goodrich & Rosati

             Professional Corporation

             1700 K Street NW

             Fifth Floor

             Washington, D.C. 20006-3817

             o: 202.973.8800

             f: 202.973.8899

    March 16, 2021

    Via EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

            Attention:

            Mark Brunhofer

            Bonnie Baynes

            Sonia Bednarowski

            J. Nolan McWilliams

            Re:

            Exodus Movement, Inc.

            Offering Statement on Form 1-A

            Filed on February 26, 2021

            File No. 024-11468

    Ladies and Gentlemen:

    On behalf of our client, Exodus Movement, Inc. (“Exodus” or the “Company”), we submit this letter in response to comments from the staff
      (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated March 12, 2021, relating to the above referenced Offering
      Statement on Form 1-A (the “Offering Circular”). We are concurrently publicly filing via EDGAR an amended offering circular (the “Amended Offering Circular”).

    In this letter, we have recited the comments from the staff in italicized, bold type and have followed each comment with the Company’s response. Except for page references appearing in the headings and Staff comments
      below (which are references to the Offering Circular), all page references herein correspond to the Amended Offering Circular.

    We note that the Company intends submit a letter to the Commission requesting that its offering statement on Form 1-A, of which the Amended Offering Circular is a part, be declared qualified on March 29, 2021 at 8:00a.m.
      Eastern Daylight Time. We further note that none of the participants in this offering are registered broker-dealers and, consequently, a FINRA review of compensation arrangements is not required.

    AUSTIN        BEIJING        BOSTON        BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW YORK        PALO ALTO

    SAN DIEGO        SAN FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

    U.S. Securities and Exchange Commission

    March 16, 2021

    Page 2

    Offering Statement on Form 1-A

    General

          1.

            You state that you expect Common Stock Tokens to be available within nine months of qualification of this offering statement. Please provide us with your legal analysis as to why the issuance
              of Common Stock Tokens does not represent the issuance of a security different from the uncertificated Class A common stock. In your response, please provide a detailed explanation of why a single class of securities may be held in different
              forms with different rights and privileges under applicable state law. In this regard, comparing the Tokens to stock certificates appears inappropriate given that stock certificates are the security, rather than a representation, and a
              security cannot be simultaneously held in both book-entry and certificated form. We also note your response to comment 6, in which you state "[t]he Common Stock Tokens should not be confused or conflated with the actual shares of Class A
              common stock."

    Exodus acknowledges the Staff’s comment. Exodus has removed the language in the Amended Offering Circular that compares the Common Stock Tokens to a common stock certificate, and has revised that language on pages 1, 5,
      34, 40, 74 and 111.

    In regard to the other questions raised in the comment above, Exodus respectfully submits the following response.

    Exodus has filed its Amended Offering Circular in order to sell, under Regulation A, a single security, namely, shares of its Class A common stock. Within nine months of the qualification of this offering, Exodus intends
      to make available to purchasers of its Class A common stock a digital representation of purchasers’ Class A common stock, which Exodus calls the Common Stock Tokens. Such issuance of Common Stock Tokens, whether it occurs in nine months or at any
      other time, is irrelevant to the Company’s offering of Class A common stock, because the Common Stock Tokens are not a security.

    Before turning to a detailed analysis of why the Common Stock Tokens are not securities, it may be helpful to again consider as a factual matter what those tokens are and are not.  Those Common Stock Tokens are a digital
      representation of the Class A common stock.  That is all they are.  What this means, in practical terms, is that an owner of Class A common stock can see a representation of the Class A common stock she owns, and she can see this representation in
      her digital wallet, in the form of the Common Stock Tokens.

    U.S. Securities and Exchange Commission

    March 16, 2021

    Page 3

    The Common Stock Tokens, however, are not the Class A common stock.  The Class A common stock is a security whose ownership is recorded solely on the books of the Transfer Agent.  The Common Stock Tokens give no
      ownership interest in the Class A common stock.  In addition, the Common Stock Tokens themselves carry no economic, governance, or other rights.  The Common Stock Tokens cannot be traded independently of the Class A common stock.  The Common Stock
      Tokens are digital markers; they are devoid of any legal rights or economic value.

    As a result, contrary to the assertion in your comment, the Common Stock Tokens do not create “a single class of securities [that] may be held in different forms with different rights and privileges under applicable
      state law.”   There is a single class of securities – the Class A common stock – which may be held in only a single form – on the books of the Transfer Agent.  All rights and privileges of
      the Class A common stock attach solely to the Class A common stock; no rights or privileges attach to the Common Stock Tokens.

    Similarly, you have noted our “response to comment 6, in which [we] state "[t]he Common Stock Tokens should not be confused or conflated with the actual shares of Class A common stock."  This is a critical point, and it
      is absolutely true.  We reiterate:  the Common Stock Tokens -- which have no legal, economic or other rights associated with them – should not be confused or conflated with the actual shares of Class A common stock – which have all relevant legal and
      economic rights, the ownership of which is determined solely by the books and records of the Transfer Agent, and the ownership of which is not affected one iota by the “ownership” of the Common Stock Tokens.

      U.S. Securities and Exchange Commission

      March 16, 2021

      Page 4

        Legal and analytical framework for determining whether the Common Stock Tokens are a security

    I.          Analysis under the federal securities laws and the Howey test

    The Common Stock Tokens are not a security under the definition of “security” set out in the Securities Act of 1933 (the “Securities Act”) or the Exchange Act of 1934 (the “Exchange Act”), because they are not any of the instruments listed in those definitions, including definitions like “stock,” “bonds,” “notes,” or any instrument.  In addition, the Common Stock Assets do not meet
      the four-part test assessing whether they are a form of “investment contract” as set out in SEC v. Howey.1

    A.  The Common Stock Tokens Are Not Any Type of Instrument Listed in the Definition of a Security

    The Securities Act and Exchange Act contain almost identical definitions of the term security; for example, they both list a number of familiar financial instruments as securities, including stock, notes and bonds. 2 The Advisers Act of 1940 (the “Advisers Act”) and the Investment Companies Act of 1940 (the “Investment

        Company Act”) also contain definitions of the term “security” that are arguable broader than the definitions provided in the Securities Act and the Exchange Act, but we do not believe those definitions are relevant for this discussion.3

    1 SEC v. W.J. Howey Co., 328 U.S.
      293 (1946).

    2 Securities Act of 1933 15 U.S.C. § 77b(a)(1), defining the term
      “security” to mean “any note, stock, treasury stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate,
      preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle,
      option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities
      exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right
      to subscribe to or purchase, any of the foregoing.”; Securities Exchange Act §3(a)(10), defining the term “security to mean “any note, stock, treasury stock, security future, security-based swap, bond, debenture, certificate of interest or
      participation in any profit-sharing agreement or in any oil, gas, or other mineral royalty or lease, any collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate,
      certificate of deposit for a security, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle,
      option, or privilege entered into on a national securities exchange relating to foreign currency, or in general, any instrument commonly known as a “security”; or any certificate of interest or participation in, temporary or interim certificate for,
      receipt for, or warrant or right to subscribe to or purchase, any of the foregoing; but shall not include currency or any note, draft, bill of exchange, or banker’s acceptance which has a maturity at the time of issuance of not exceeding nine months,
      exclusive of days of grace, or any renewal thereof the maturity of which is likewise limited.”

    3 The definition of a security under the Advisers Act is the same as under
      the Investment Company Act, which the SEC and its Staff have said is broader than under the Exchange Act.  In the Supreme Court case Marine Bank v. Weaver, 455 U.S. 551 (1982), the SEC argued that the issue
      of whether a particular instrument is a “security” depends on the context, including the statute being applied, and that the Investment Company Act “presents a significantly different context” (i.e. the regulation of the operation and management of
      investment companies) than the context of the Exchange Act (i.e. the issuance or trading of such securities), because the investor protection considerations are difference under these two statutes. SEC Staff Brief for the United States as Amicus
      Curiae, Marine Bank v. Weaver, at 23-24, 38, 40.   In a subsequent no-action letter, the Staff of the SEC reiterated this position, adding that the definition of a security under the Investment Company Act is
      necessarily broader, in finding that a certificate of deposit subject to the request for relief would be a security for Investment Company Act purposes, despite the Supreme Court’s finding in Marine Bank that
      a certificate of deposit would not be a security for Exchange Act purposes. However, we do not believe this analysis is relevant here because Exodus is not acting as an investment adviser and does not fall within the definition of an investment
      company.

      U.S. Securities and Exchange Commission

      March 16, 2021

      Page 5

    Digital assets, or digital tokens, such as the Common Stock Tokens, are not listed as financial instruments in the definition of “security.” In addition, the characteristics of Common Stock Tokens do not fit within the
      enumerated lists of financial instruments. For example, the Common Stock Tokens lack any indicia of being a stock, note, bond or similar financial instrument, because the Common Stock Tokens serve only as a digital representation of a person or
      entity’s ownership of Class A common stock. The Common Stock Tokens have no intrinsic value, and a person who held only Common Stock Tokens would have no economic, governance or other rights, such as the right to receive dividends or vote for
      directors, in or with respect to Exodus. Only a person who holds Class A common stock receives the economic, governance or other rights associated with the Class A common stock, and it is only the Class A common stock that has any value.

    Therefore, the Common Stock Tokens are not securities under the definitions provided in the Securities Act and Exchange Act.

    B.   The Common Stock Tokens Are Not Investment Securities

    The definition of security in the Securities Act and the Exchange Act also contains the term “investment contract,” which has become a sort of “catchall” for instruments that do not meet the other definitions of a
      security.  The SEC has taken the position that many crypto assets are securities under the Securities Act and the Exchange Act because they are investment contracts,4
      and virtually all of the federal courts that have examined whether a crypto asset is a security under Securities Act and Exchange Act also have focused primarily or exclusively on whether those assets are investment contracts.5

    4 See, e.g., Report of Investigation Pursuant to Section 21(a) of the Securities Exchange Act of 1934: The DAO, Exchange Act Release No. 81207 (July 25, 2017); William Hinman, Former Director, SEC Div. of Corp. Fin., Remarks
      at the Yahoo Finance All Markets Summit: Crypto, Digital Asset Transactions: When Howey Met Gary (Plastic) (June 14, 2018).

    5 E.g., Balestra v. ATBCOIN LLC, 380 F. Supp. 3d 340, 352–53 (S.D.N.Y 2019) (applying the Howey test to determine whether the ATB Coin is an investment
      contract–and in turn, a security); SEC v. Blockvest, LLC, et al., No. 18CV2287-GPB(BLM), 2019 WL 625163, at *7 (S.D. Cal. Feb. 14, 2019) (finding that the BLV token was a “security” because it met the
      definition of an “investment contract” under the Howey test); SEC v. Telegram Group Inc. et al., No. 19-cv-9439 (PKC) (S.D.N.Y. March 24, 2020) (applying Howey to the “Gram” cryptocurrency as the mode of analysis for an unconventional scheme or contract alleged to fall within the securities laws).

      U.S. Securities and Exchange Commission

      March 16, 2021

      Page 6

    The term investment contract is not otherwise defined in the Securities Act or Exchange Act. However, beginning with the seminal Supreme Court case SEC v. W.J. Howey Company,6 federal courts and the SEC have defined an investment contract to include a contract, transaction or scheme that meets all four of the following elements: (1) an
      investment of money, (2) in a common enterprise, (3) with the expectation of profits (4) to be derived solely (or, according to lower federal courts, primarily)7 from
      the efforts of others.

    In Howey, the Supreme Court held that the seller of parcels of a citrus grove, when coupled with a contract for cultivating, marketing, and remitting the net proceeds to

United States securities and exchange commission logo
March 12, 2021
Jon Paul Richardson
Chief Executive Officer
Exodus Movement, Inc.
15418 Weir Street, #333
Omaha, NE 68137
Re:Exodus Movement, Inc.
Offering Statement on Form 1-A
Filed February 26, 2021
File No. 024-11468
Dear Mr. Richardson:
            We have reviewed your offering 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 offering 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 offering statement and the information you
provide in response to these comments, we may have additional comments.
Offering Statement on Form 1-A
General
1.You state that you expect Common Stock Tokens to be available within nine months of
qualification of this offering statement.  Please provide us with your legal analysis as to
why the issuance of Common Stock Tokens does not represent the issuance of a security
different from the uncertificated Class A common stock.  In your response, please provide
a detailed explanation of why a single class of securities may be held in different forms
with different rights and privileges under applicable state law.  In this regard, comparing
the Tokens to stock certificates appears inappropriate given that stock certificates are the
security, rather than a representation, and a security cannot be simultaneously held in both
book-entry and certificated form.  We also note your response to comment 6, in which you
state "[t]he Common Stock Tokens should not be confused or conflated with the actual
shares of Class A common stock."

 FirstName LastNameJon Paul Richardson
 Comapany NameExodus Movement, Inc.
 March 12, 2021 Page 2
 FirstName LastNameJon Paul Richardson
Exodus Movement, Inc.
March 12, 2021
Page 2
Cover Page
2.Refer to your response to comment 2.  Please clarify here and in your offering summary
section, if true, that if the offering is terminated or if a subscription is rejected for any
reason, the company will return the amount and form of payment that was made on the
original date of payment.
Capitalization, page 59
3.It appears that you reflect the gross proceeds in your pro forma as adjusted additional
paid-in capital, total stockholder's equity and total capitalization.  Please revise your table
to present only the net proceeds of your offering.
Plan of Distribution
Common Stock Tokens, page 111
4.Please disclose the process for exchanging or converting Class A common stock into
Common Stock Tokens when the tokens become available.  Please also disclose any
differences in holding Class A common stock versus Common Stock Tokens, including
any differences in the rights of ownership such as voting or dividends.
How to purchase shares of our Class A common stock in this offering, page 112
5.Refer to your response to comment 31 of our October 16, 2020 letter.  Please disclose here
and in the Offering Summary: (i) how you will calculate the value of the Bitcoin, Ether or
USDC used to purchase Class A common stock in this offering; (ii) how and when you
will communicate this valuation and the number of shares of Class A common stock to the
investors; and (iii) whether the investor will be able to withdraw the subscription based
upon how you value the digital assets used for payment of the Class A common stock.
6.Please disclose the arbitration and waiver of jury trial provisions in section 14 of the
subscription agreement, revise the subscription agreement to specify whether or not these
provisions apply to actions arising under the Securities Act or Exchange Act, and add a
risk factor describing the attendant risks
Peer to peer transactions, page 114
7.We note your response to comment 8.  Please describe what actions the Transfer Agent
takes if it discovers an inconsistency in its daily reconciliation process between its book
entry records and the blockchain, and describe the process by which a holder of Class A
common stock can request that the Transfer Agent review the holder's transactions as well
as the Transfer Agent's ability to correct discrepancies between its records and the
blockchain.
Trading shares of Exodus Class A common stock following the closing of this offering, page 114
8.Please provide your analysis regarding whether having an ancillary recordkeeping

 FirstName LastNameJon Paul Richardson
 Comapany NameExodus Movement, Inc.
 March 12, 2021 Page 3
 FirstName LastName
Jon Paul Richardson
Exodus Movement, Inc.
March 12, 2021
Page 3
mechanism on a blockchain for security tokens that is independent from the records
maintained by the transfer agent presents any legal or other risks to investors, market
participants or the national clearance and settlement system and whether it is inconsistent
with the Exchange Act, including Exchange Act Section 17A(a)(2)(A)(ii), which directs
the Commission to facilitate the establishment of linked or coordinated facilities for
clearance and settlement of securities transactions.
Transfers of Class A common stock without Common Stock Tokens, page 116
9.Please describe what happens to the Common Stock Tokens in a situation where the
Token holder sells Class A common stock without transferring the Token.  For example,
clarify whether the seller retains the Token or the buyer is issued a new Token.  Please
also discuss the role of the transfer agent, if any, in this situation.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.  We also remind you that, following qualification of your Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered by the report.
            You may contact Mark Brunhofer at 202-551-3638 or Bonnie Baynes at 202-551-4924 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or J. Nolan McWilliams at 202-551-3217 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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            Wilson Sonsini Goodrich & Rosati

            Professional Corporation

            1700 K Street NW

            Fifth Floor

            Washington, D.C. 20006-3817

            o: 202.973.8800

            f: 202.973.8899

    February 26, 2021

    Via EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

            Attention:

            Mark Brunhofer

            Bonnie Baynes

            Sonia Bednarowski

            J. Nolan McWilliams

            Re:

            Exodus Movement, Inc.

            Amendment No. 3 to

            Draft Offering Statement on Form 1-A

            Submitted January 26, 2021

            CIK No.: 0001821534

    Ladies and Gentlemen:

    On behalf of our client, Exodus Movement, Inc. (“Exodus” or the “Company”), we submit this letter in response to comments from the staff
      (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated February 9, 2021, relating to the above referenced Draft Offering
      Statement on Form 1-A (the “Draft Offering Circular”). We are concurrently publicly filing via EDGAR a revised draft of the Offering Circular (the “Offering Circular”).

    In this letter, we have recited the comments from the staff in italicized, bold type and have followed each comment with the Company’s response. Except for page references appearing in the headings and Staff comments
      below (which are references to the Draft Offering Circular submitted on January 26, 2021), all page references herein correspond to the Offering Circular.

    austin        beijing        boston        brussels        hong kong        london        los angeles        new york        palo alto

    san diego        san francisco        seattle        shanghai        washington, dc        wilmington, de

    Securities and Exchange Commission

    February 26, 2021

    Page 2

    Draft Offering Statement on Form 1-A

    General

          1.

            You state that any ATS you may use may have the ability to support trades in Class A common and transfers of Common Stock Tokens, but Common Stock Tokens may not be supported by all ATSs that
              trade Class A common. Please tell us whether you contemplate making the Common Stock Tokens available to trade on an ATS which would not support trading of the Class A common. We may have additional comment on review of your response.

    The Company acknowledges the Staff’s comment. The Company has revised the disclosure on the cover page and pages 11, 35 and 112 to clarify that the Company is currently engaged in discussions with ATSs, including tZERO,
      which the Company believes would be able to both permit the Class A common stock to trade on the ATS and have the technology to facilitate the transfer of the Common Stock Tokens. If the Company were to determine that no ATS had the ability to
      facilitate the transfer of the Common Stock Tokens, this would not preclude the Company from choosing to make its Class A common stock available on an ATS; the Class A common stock would then be traded in the same manner as any other company’s common
      stock. The Common Stock Tokens are merely digital representations of the Class A common stock and cannot, and never would, be traded on an ATS or any other platform. If an ATS has the technical capabilities to enable transfers of the Common Stock
      Tokens, the transfer of the Common Stock Tokens can then be used to represent transfers of the Class A common stock, but its sole purpose would be as a digital representation of the trading that occurs in the actual Class A common stock.

    Cover page

          2.

            Refer to your response to comment 32 of our October 16, 2020 letter. Please revise here and throughout to clarify that you will not use a third-party escrow agent and that you will hold the
              subscriptions in a separate account until closing. In addition, please disclose in Offering Summary and Plan of Distribution how you intend to return subscriptions to participants if the offering is terminated or expires prior to closing.

    In response to the Staff’s comment, the Company has updated the disclosure on the cover page and pages 11, 42 and 114 of the Offering Circular.

    Compensation of Directors and Executive Officers, page 94

          3.

            Please disclose the annual compensation for the fiscal year ended December 31, 2020.

    In response to the Staff’s comment, the Company has updated the disclosure on pages 94 and 96 of the Offering Circular.

    Plan of Distribution, page 109

          4.

            Refer to your response to comment 30 in our letter dated October 16, 2020. Please describe the plan of distribution for the primary offering and clarify whether officers and directors will
              offer and sell shares on your behalf.

    In response to the Staff’s comment, the Company has updated the disclosure on page 111 of the Offering Circular.

    Securities and Exchange Commission

    February 26, 2021

    Page 3

          5.

            You state in the second full risk factor on page 42 that each selling stockholder has granted custody of the shares and power of attorney to you to facilitate selling shares on their behalf.
              Please disclose this here and on the offering circular cover and briefly describe here whether selling stockholders may revoke this power of attorney and, if so, the process for doing so.

    In response to the Staff’s comment, the Company has updated the disclosure on the cover page and on pages 42 and 111 of the Offering Circular.

          6.

            Refer to your response to comment 2. You state on page 11 that holders of the Class A common stock may transfer their shares even if there is no means by which to transfer the common stock
              tokens. Based on this disclosure, it is not clear what the tokens represent. The disclosure in the filing indicates that the tokens represent the Class A common stock, akin to a stock certificate. However, if this is the case it is not clear
              how the Class A common stock can be transferred if the token cannot be transferred. Please explain how the Class A common stock can be transferred separately from the token. Moreover, if this is the case, please explain what the token
              actually represents and how the token should be characterized.

    The Company acknowledges the Staff’s comments and has updated the disclosure on the cover page and on pages 11, 12, 35 and 113 of the Offering Circular.

    The Company respectfully advises the Staff that the Common Stock Tokens should be characterized as an innovative digital method of representing ownership of shares of Class A common stock. The Common Stock Tokens should
      not be confused or conflated with the actual shares of Class A common stock. In addition, the Common Stock Tokens should not be interpreted as creating additional restrictions on what would otherwise be freely tradable shares of Class A common stock.
      Common Stock Tokens are digital representations of shares of Class A common stock. Common Stock Tokens are not themselves common stock or any form of security.

    The technology that underlies Common Stock Tokens will allow the Common Stock Tokens, as representations of the Class A common stock, to be transferred on a blockchain network, and the technology that permits such
      transfers also notifies the Company’s Transfer Agent of the movement of Common Stock Tokens, so that the Transfer Agent can record the movement in its books and records as the actual movement of shares of Class A common stock. However, the Company
      recognizes that this technology is innovative and stockholders may want to transfer shares of their Class A common stock in circumstances where the Common Stock Tokens are not supported. if a holder of Class A common stock desires to effect a
      transfer of Class A common stock in circumstances where there is no means by which Common Stock Tokens can be transferred, the transfer can still be effected by recording the transfer in book-entry form on the books and records of Securitize, in the
      same way that a traditional stock transfer would be recorded. Furthermore, while the transfer of Common Stock Tokens does create an immutable record of the transfer on the blockchain network, and the decision by a stockholder to transfer shares using
      the traditional book-entry method would not result in a record of the transfer on the blockchain network, the validity and binding effect of Securitize’s book-entry records would not be affected by a discrepancy in the blockchain network.

    The Company respectfully advises the Staff that the intention of the Common Stock Tokens is to provide holders of the Company’s Class A common stock with an easier way of facilitating transfers of their shares, not to
      restrict transfers.

    Securities and Exchange Commission

    February 26, 2021

    Page 4

          7.

            In light of your response to comment 2, it is not clear as to the mechanics of how the Class A common stock will be transferred if it is available for trading on an ATS. Please provide a
              step-by-step description of the steps holders must take to transfer the Class A common stock if it is available for trade on an ATS, including the role of the transfer agent and token in that process. Moreover, if the token represents the
              Class A common stock, please explain how the Class A common stock can be made available for trade on an ATS that does not support the transfer of the tokens.

    In response to the Staff’s comment, the Company has updated the disclosure on page 113 of the Offering Circular.

          8.

            Refer to your response to comment 5. Please provide a step-by-step description of the steps holders must take to transfer the Class A common stock in peer-to-peer transactions, including the
              steps necessary to ensure that the transfer of the Class A common stock is reflected in the transfer agent’s records, as well as the role of the token in peer-to-peer transactions. Please also describe the process required to remedy
              discrepancies in the event a peer-to-peer transfer is not properly reflected on the transfer agent’s records.

    In response to the Staff’s comment, the Company has updated the disclosure on page 112 of the Offering Circular.

    * * * * *

    Securities and Exchange Commission

    February 26, 2021

    Page 5

    Please direct any questions regarding the Company’s responses or the Offering Circular Statement to me at (202) 973-8887 or acaiazza@wsgr.com, or to Robert H. Rosenblum at (202) 973-8808 or rrosenblum@wsgr.com.

            Very truly yours,

            WILSON SONSINI GOODRICH & ROSATI

            Professional Corporation

            /s/ Amy B. Caiazza

            Amy B. Caiazza

            cc:

            Jon Paul Richardson, Exodus Movement, Inc.

            Robert H. Rosenblum, Wilson Sonsini Goodrich & Rosati, P.C.

            Chris F. Fennell, Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
February 9, 2021
Jon Paul Richardson
Chief Executive Officer
Exodus Movement, Inc.
15418 Weir Street, #333
Omaha, NE 68137
Re:Exodus Movement, Inc.
Amendment No. 3 to
Draft Offering Statement on Form 1-A
Submitted January 26, 2021
CIK No. 0001821534
Dear Mr. Richardson:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 3 to Draft Offering Statement on Form 1-A
General
1.You state that any ATS you may use may have the ability to support trades in Class A
common and transfers of Common Stock Tokens, but Common Stock Tokens may not be
supported by all ATSs that trade Class A common.  Please tell us whether you
contemplate making the Common Stock Tokens available to trade on an ATS which
would not support trading of the Class A common.  We may have additional comment on
review of your response.

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February 9, 2021
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Cover page
2.Refer to your response to comment 32 of our October 16, 2020 letter.  Please revise here
and throughout to clarify that you will not use a third-party escrow agent and that you will
hold the subscriptions in a separate account until closing.  In addition, please disclose in
Offering Summary and Plan of Distribution how you intend to return subscriptions to
participants if the offering is terminated or expires prior to closing.
Compensation of Directors and Executive Officers, page 94
3.Please disclose the annual compensation for the fiscal year ended December 31, 2020.
Plan of Distribution, page 109
4.Refer to your response to comment 30 in our letter dated October 16, 2020.  Please
describe the plan of distribution for the primary offering and clarify whether officers and
directors will offer and sell shares on your behalf.
5.You state in the second full risk factor on page 42 that each selling stockholder has
granted custody of the shares and power of attorney to you to facilitate selling shares on
their behalf.  Please disclose this here and on the offering circular cover and briefly
describe here whether selling stockholders may revoke this power of attorney and, if so,
the process for doing so.
6.Refer to your response to comment 2.  You state on page 11 that holders of the Class A
common stock may transfer their shares even if there is no means by which to transfer the
common stock tokens.  Based on this disclosure, it is not clear what the tokens represent.
The disclosure in the filing indicates that the tokens represent the Class A common stock,
akin to a stock certificate.  However, if this is the case it is not clear how the Class A
common stock can be transferred if the token cannot be transferred.  Please explain how
the Class A common stock can be transferred separately from the token.  Moreover, if this
is the case, please explain what the token actually represents and how the token should be
characterized.
7.In light of your response to comment 2, it is not clear as to the mechanics of how the Class
A common stock will be transferred if it is available for trading on an ATS.  Please
provide a step-by-step description of the steps holders must take to transfer the Class A
common stock if it is available for trade on an ATS, including the role of the transfer
agent and token in that process.  Moreover, if the token represents the Class A common
stock, please explain how the Class A common stock can be made available for trade on
an ATS that does not support the transfer of the tokens.
8.Refer to your response to comment 5.  Please provide a step-by-step description of the
steps holders must take to transfer the Class A common stock in peer-to-peer transactions,
including the steps necessary to ensure that the transfer of the Class A common stock is
reflected in the transfer agent’s records, as well as the role of the token in peer-to-peer

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Exodus Movement, Inc.
February 9, 2021
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transactions.  Please also describe the process required to remedy discrepancies in the
event a peer-to-peer transfer is not properly reflected on the transfer agent’s records.
            You may contact Mark Brunhofer at 202-551-3638 or Bonnie Baynes at 202-551-4924 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or J. Nolan McWilliams at 202-551-3217 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

United States securities and exchange commission logo
January 15, 2021
Jon Paul Richardson
Chief Executive Officer
Exodus Movement, Inc.
15418 Weir Street, #333
Omaha, NE 68137
Re:Exodus Movement, Inc.
Amendment No. 2 to
Draft Offering Statement on Form 1-A
Submitted December 16, 2020
CIK No. 0001821534
Dear Mr. Richardson:
            We have reviewed your amended draft offering 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 providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on EDGAR.  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 draft offering statement or filed offering statement and the information you provide in
response to these comments, we may have additional comments.
Amendment No. 2 to Draft Offering Statement on Form 1-A
Cover Page
1.We note your disclosure that you are working to obtain a "listing" of your Class A
common stock on an ATS.  Please revise here and throughout to clarify that securities are
not listed on ATSs but are or may become available to trade on ATSs.
The Offering
Liquidity, page 11
2.Refer to your response to comment 11.  Please clarify here and throughout that
your Common Stock Tokens, although not restricted to trading on a specific ATS, may be
incompatible with some or all ATSs.  In addition, please disclose whether or not investors

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may transfer shares of Class A common stock even if there is no means by which to
transfer the corresponding Common Stock Tokens.
Risk Factors
Risks Related to Our Business and Our Industry
Our holdings of crypto assets expose us to potential risks, page 30
3.Refer to your response to comment 5.  Please balance your statement on page 6 that the
development of your crypto asset app store decreases your reliance on market volatility
and movement of digital asset prices by including a summary of this risk factor in your
Summary Risk Factors section on page 7.
Business
Our App Offerings, page 78
4.Refer to your response to comment 6.  Please disclose how you calculate the value of the
digital assets you receive as fees pursuant to the SportX, Wyre and the Exchange
Aggregator API agreements.  In addition, please disclose when the value of the digital
assets you receive as fees is calculated under your API agreements with SportX and the
Exchange Aggregator, and disclose the digital assets you receive as payment under the
SportX API agreement.
Plan of Distribution
Common Stock Tokens, page 108
5.Please describe the procedures stockholders must follow to effect secondary, peer-to-peer
transfers of Common Stock Tokens in order ensure that the transfer is reflected on the
book-entry records of the Transfer Agent.  Please also describe the process to remedy
discrepancies in the event transfers have not been reflected on the Transfer Agent's
records.
            You may contact Mark Brunhofer at 202-551-3638 or Bonnie Baynes at 202-551-4924 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or J. Nolan McWilliams at 202-551-3217 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Robert Rosenblum

United States securities and exchange commission logo
December 3, 2020
Jon Paul Richardson
Chief Executive Officer
Exodus Movement, Inc.
15418 Weir Street, #333
Omaha, NE 68137
Re:Exodus Movement, Inc.
Amendment No. 1 to
Draft Offering Statement on Form 1-A
Submitted November 2, 2020
CIK No. 0001821534
Dear Mr. Richardson:
            We have reviewed your amended draft offering 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 providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on EDGAR.  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 draft offering statement or filed offering statement and the information you provide in
response to these comments, we may have additional comments.
Amendment No. 1 to Draft Offering Statement on Form 1-A
General
1.Refer to your response to comments 2, 3, 4 and 5.  While we do not have any further
comments at this time regarding whether the activities identified in these comments are
being conducted in compliance with the federal securities laws, our decision not to issue
additional comments should not be interpreted to mean that we either agree or disagree
with your response.
Offering Summary, page 1
2.Refer to your response to comment 12.  Please disclose the status of the process to have
your Common Stock Tokens traded on the ATS and the additional steps, including an

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December 3, 2020
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estimate of how long each step would take, if you sign an agreement to have your Class A
common stock traded on the tZERO ATS.
Risk Factors
Risks Related to Our Business and Our Industry, page 48
3.Please address the risks related to complying with the broker-dealer financial
responsibility rules, including, for example, compliance with Exchange Act Rule 15c3-
3(b) related to establishing and maintaining physical possession or control of a customers'
digital asset securities.
Business
Overview of Our Business, page 68
4.Refer to your response to comment 17.  So that investors understand the scope of your
international operations, please disclose here and in your offering summary that, for your
most recently completed fiscal year, all of your revenue was earned in non-U.S.
jurisdictions with 92% earned in APAC in fiscal year 2019.  In addition, please disclose
here and in your offering summary the percentage of revenue earned from your three
largest customers in fiscal year 2019.
Our App Offerings, page 76
5.Refer to your response to comment 20.  Please expand the discussion regarding the ways
in which your business is affected by the market volatility of Bitcoin and other digital
assets because: (i) the majority of the fees earned pursuant to your API agreements are
paid in digital assets, (ii) you pay your employees in Bitcoin, and (iii) each month, you
convert a portion of your Bitcoin holdings into U.S. dollars, with a general target of
ensuring that half of your total cash holdings are held in Bitcoin and the other half in U.S.
dollars.
6.Refer to your response to comment 22.  Please quantify the percentage of fees you earn
from SportX, Wyre, and the Exchange Aggregator paid in Bitcoin, other digital assets, or
U.S. dollars.  In addition, please clarify when and how the value of the digital assets owed
to and received by you as payment under the API agreements is determined.
Principal and Selling Stockholders, page 95
7.In tabular form, please identify each selling stockholder, state the amount owned by each
prior to the offering, the amount offered for their account and the amount to be owned
after the offering.  In addition, at the bottom of the table, provide the total number of
securities being offered for the account of all stockholders and describe what percent of
the pre-offering outstanding securities of each class the offering represents.  Refer to Item
5(d) to Part II of Form 1-A.

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Plan of Distribution, page 106
8.Refer to your response to comment 10.  To the extent you choose to discontinue the usage
of Common Stock Tokens, clarify whether you will also file a current report on Form 1-
U.  If not, tell us why this would not be required by Rule 257(b)(4).
9.Refer to your response to comment 11.  Please clarify how the transfer agent will use its
whitelisting process to monitor peer-to-peer transactions and other transfers for
compliance with federal securities laws.
10.Refer to your response to comment 30.  To the extent that you offer shares of Class A
common stock because associated persons declined to offer their shares, please tell us how
you will ensure the change in offering allocation does not exceed the offering limits in
Rule 251(a)(2).
Trading shares of Exodus Class A common stock following the closing of this offering, page 108
11.You state that your Class A common stock may be traded exclusively on a specific ATS
or, alternatively, in peer-to-peer transactions limited to other stockholders or certain
eligible counterparties.  Please tell us the legal basis for restricting the transferability of
tokens to the extent you describe and how you intend to enforce these restrictions against
token holders who attempt to dispose of tokens via other means.  Additionally, revise the
carryover risk factor on pages 32-33 to describe the risks to Class A common stockholders
of the transfer restrictions, including to the extent more restrictive than transfer restrictions
on traditional untokenized common stock.
12.Refer to your response to comment 33.  To the extent known, please quantify the range of
the gas fees necessary to process a transaction on the Ethereum Blockchain.
Where You Can Find Additional Information, page 112
13.You state that as a result of this offering, you will become subject to the information and
reporting requirements of the Exchange Act.  Please tell us whether you intend to register
under the Exchange Act concurrently with this offering or, alternatively, you intend to rely
on the exemption from registration under Exchange Act Rule 12g-6.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 2: Intangible Assets
Digital Assets, page F-10
14.We acknowledge your response to prior comment 34 and your added disclosures on pages
F-10 and F-27.  As previously requested, please tell us the names of the market(s) used to
value your various digital assets held and tell us how these market(s) are the principal or
most-advantageous market(s) as stipulated in ASC 820-10-35-5.

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            You may contact Mark Brunhofer at 202-551-3638 or Bonnie Baynes at 202-551-4924 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Sonia Bednarowski at 202-551-3666 or J. Nolan McWilliams at 202-551-3217 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Robert Rosenblum

United States securities and exchange commission logo
October 16, 2020
Jon Paul Richardson
Chief Executive Officer
Exodus Movement, Inc.
15418 Weir Street, #333
Omaha, NE 68137
Re:Exodus Movement, Inc.
Draft Offering Statement on Form 1-A
Submitted September 3, 2020
CIK No. 0001821534
Dear Mr. Richardson:
            We have reviewed your draft offering 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 providing the requested information and either submitting
an amended draft offering statement or publicly filing your offering statement on
EDGAR.  Please refer to Rule 252(d) regarding the public filing requirements for non-public
submissions, amendments and correspondence.  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 your amended draft offering statement or filed offering
statement and the information you provide in response to these comments, we may have
additional comments.
Draft Offering Statement on Form 1-A
General
1.You state that you provide support for over 100 digital assets.  Please tell us how you have
determined which of these digital assets may be securities.
2.Refer to the first full risk factor on page 44.  Please provide your analysis how
the "support" you provide for digital assets that are securities and how the use of the dual
fee structure for digital assets that are securities does not facilitate or cause you to
engage in transactions in unregistered securities.
3.Please provide your analysis regarding how the following activities are executed in
compliance with the federal securities laws: lending activities (e.g., earning interest in

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digital assets and exchanging cDAI and DAI tokens) on the Compound Finance app and
staking activities (e.g., earning rewards in the form of digital assets) on the Rewards app.
4.Please provide your analysis how you concluded you are not required to register as an
exchange or a broker-dealer under the Exchange Act.  Please address the following in
your response: your disclosure that you "launched the Exodus Platform for buying,
holding, using and selling crypto assets"; that you support almost 10,000 pairs of digital
assets that can be directly exchanged; that, as of July 31, 2020 approximately $2.3 billion
of digital assets have been exchanged for another digital asset within the Exodus Platform;
and that you have a dual fee structure in which you charge a monthly flat fee to exchanges
on which U.S. persons trade tokens that could potentially be considered securities by
regulators.
5.Please provide your analysis how you concluded you are not required to register as a
clearing agency or a transfer agent.  In your response, address your statement on page 78
"that the provision of a platform that provides a connection to an exchange through an
API does not result in the entity providing the platform being deemed to be a transfer
agent."
Cover Page
6.Please disclose here and in your Offering Summary that, in order to purchase Class A
common stock, an investor must establish an account on the Exodus Platform and use
Bitcoin, Ether or USDC, that there is no required minimum amount of securities that must
be sold in this offering, funds received will be placed in an escrow account until closing,
and that the shares of Class A common stock will not be distributed until the closing of the
offering.
7.Please disclose that each share of Class A common stock will be represented by a digital
Common Stock Token and that you reserve the right to discontinue the usage of Common
Stock Tokens and revert to traditional or other methods of share certification.  Also clarify
whether, at closing, the Common Stock Tokens will be tradeable on the ATS and whether
it is a condition to closing that the Common Stock Tokens are tradable on an ATS.
8.Please state that the offering shall commence within two days of the offering statement
being qualified.  Refer to Rule 251(d)(3)(i)(F) of Regulation A.
9.Please reconcile the offering termination terms in the third paragraph with the fifth full
paragraph on page 103.
Offering Summary
Digital Format Exodus Common Stock, page 1
10.We note your disclosure on page 1 that you "reserve the right to discontinue the usage of
Common Stock Tokens and revert to traditional or other methods of share certification."
Please disclose the consequences of discontinuing Common Stock Tokens on the ability

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of holders to trade your common stock on the ATS or through other means.  Also, disclose
in Plan of Distribution the reasons why you may choose to discontinue the usage of
Common Stock Tokens and how you will inform investors if you choose to do so.
11.Please disclose the transfer restrictions referenced in the carryover paragraph on pages 1-
2, and clarify what you mean by "peer-to-peer transactions."  In addition, please describe
the material features of the transfer agent's whitelisting and how it is implemented, and
discuss whether, and if so how, whitelisting will include monitoring peer-to-peer
transactions and other transfers for compliance with federal securities laws.
12.Please identify, if true, that tZERO is the ATS on which your Common Stock Tokens may
trade.  Also clarify whether tZERO is the ATS currently involved in ongoing discussions
with regulatory authorities described in the second full risk factor on page 36.
Additionally, tell us the status of the process to have your Common Stock Tokens traded
on the ATS and what, if any, additional steps you need to take in this regard.
Summary Risk Factors, page 7
13.Please reconcile your disclosure on page 7 that your "Class A common stock may be
traded exclusively on a closed alternative trading system," your disclosure on page 24 that
you "may allow [y]our Class A common stock to trade on an ATS that supports the use of
[y]our Common Stock Tokens" (emphasis added), and your disclosure on page 96 that
your "Class A common stock will be available to trade on [an] . . . alternative trading
system" (emphasis added).
Risk Factors
Risks Related to Our Business and Our Industry
Customer or third-party activities may subject us to liability, page 18
14.We note your disclosure that U.S. federal and state and foreign laws may prohibit you
from making available your platform or certain of its functionalities in all jurisdictions and
that you use geo-blocking technology to prohibit the Exodus Platform and certain of its
functionalities from being accessed in certain jurisdictions.  Please identify these
jurisdictions and functionalities.  In addition, please expand this risk factor or add a risk
factor to describe in greater detail the potential liability related to the services you provide
on your platform, including potential liability related to the use of each of the apps you
offer in your app store and potential liability related to the actions of each of your third-
party API providers.
We are subject to export control, import, and sanctions laws and regulations that could impair,
page 45
15.Please disclose here that, in addition to the voluntary self-disclosure you submitted in July
2019 to OFAC, you also received an OFAC administrative subpoena on December 7,
2018 seeking information regarding potential transactions with individuals in Iran.

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Use of Proceeds, page 52
16.Please state whether or not any of the proceeds will be used to compensate or otherwise
make payments to your officers or directors or any of your subsidiaries.   In this regard,
we note your disclosure on page 87 that "Mr. Gernetzke is also eligible to receive . . .
commission-based payments on certain fundraising targets" and that "[u]pon completion
of this Offering, Mr. Gernetzke may receive a discretionary cash bonus at the discretion of
the board or Mr. Richardson." Refer to Instruction 2 to Item 6 of Part II of Form 1-A.
Business
Overview of Our Business, page 66
17.We note your disclosure regarding your personnel, subsidiaries and operations outside of
the United States.  Please describe your operations outside of the United States, including
a description of your international personnel, your international subsidiaries and your
agreements with international third-party API providers so that investors understand the
scope of your international operations.
18.We note your disclosure on page F-12 that in July 2020 you signed an API agreement
with a digital asset company whereby you agreed to provide various services to the
company involving development of software tools for their asset network and users.  If
material to your business, please describe this agreement and the services you will be
providing.
The Exodus Platform
Our desktop platform, page 72
19.Refer to the first paragraph on page 71 and the third full paragraph on page 73.  Please
clarify here and in the offering circular summary, if true, that you do not charge for the
use of your Platform and that you earn revenue only if a user utilizes the services of one of
your API providers for which you receive transaction and non-transaction based API fees.
Our App Offerings, page 73
20.Refer to the first full paragraph on page 74.  Please clarify why you believe that the app
stores have decreased your reliance on market volatility and the movement of digital asset
prices, and discuss the ways in which your business is affected by market volatility of
digital assets.  In addition, please disclose whether you hold the digital assets you receive
as payment or convert them into U.S. dollars upon receipt.  We note the second full
paragraph on page 75 and the last sentence of the carryover paragraph on page 76.
21.Please disclose the parties and the term and termination provisions as well as any other
material provisions of: (i) each of your agreements with the six exchanges that you use for
your Exchange Aggregator functionality; (ii) your agreement with NextGen in connection
with the SportX app; and (iii) your agreement with the company that has developed the
Rewards app.  In addition, discuss what measures, if any, you take to ensure that the app

 FirstName LastNameJon Paul Richardson
 Comapany NameExodus Movement, Inc.
 October 16, 2020 Page 5
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Exodus Movement, Inc.
October 16, 2020
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providers are complying with state, federal and international law and the extent of liability
you have for the activities of third-party API providers.  We note the carryover risk factor
on pages 18-19.
Exchange Aggregator, page 74
22.Please identify the exchanges you use on your platform, and disclose whether the fees you
receive pursuant to your API agreements with the exchanges are paid in Bitcoin or other
digital assets, and, if so, how and when the values of such digital assets are determined.  In
addition, please disclose the digital assets that NextGen pays to Proper Trust AG in
exchange for integrating the SportX API into the Exodus Platform and how and when the
values of those digital assets are determined.  Also, please describe the revenues you earn
under your agreement with the entity that monitors and creates staking pools and whether
those revenues are paid to you in the form of digital assets.
Compound Finance, page 75
23.We note your disclosure on page 75 that "[a]t this time, no revenue is earned by Exodus
from the Compound Finance app."  Please disclose the material terms of your agreement
with the provider of the Compound Finance app, including those that relate to fees or
payments you may earn pursuant to the agreement.  Also, briefly explain the business
rationale in hosting an app from which you presently do not earn revenue.
Rewards, page 76
24.Please revise to describe "staking" and provide additional detail regarding how your
Rewards App allows users to participate as validators.
Sales and Marketing, page 76
25.We note your disclosure on page 76 that "[a]s [you] look towards [y]our next stage of
growth, [you] plan to invest significant resources into developing a robust media strategy
and generous referral program that inspires new and current customers to continue
exploring the financial freedom offered by crypto assets."  Please disclose an estimate of
the cost and time frame for the material components of your growth strategy and describe
the referral program.
Legal and Regulatory Proceedings
OFAC Administrative Subpoena, page 84
26.We note your disclosure on page 84 that you "may have previously inadvertently allowed
[y]our software to be downloaded by individuals or entities located in countries or
territories subject to U.S. trade embargoes, and submitted a voluntary self-disclosure
regarding these apparent violations to OFAC."  To the extent material, please describe
these transactions, including the countries involved.  Please also discuss the potential for
reputational harm from these transactions and the OFAC subpoena, and describe the

 FirstName LastNameJon Paul Richardson
 Comapany NameExodus Movement, Inc.
 October 16, 2020 Page 6
 FirstName LastNameJon Paul Richardson
Exodus Movement, Inc.
October 16, 2020
Page 6
maximum dollar amount of the potential penalties related to the potential non-compliance
addressed in the OFAC subpoena and in the voluntary self-disclosure.
Compensation of Directors and Executive Officers, page 87
27.To the extent that your executive officers are paid in Bitcoin, please disclose this fact and
how and when you determine the value of the Bitcoins paid as compensation.  In addition,
clarify (i) whether Mr. Gernetzke's stock options are for Class A or Class B shares of
common stock, (ii) whether the shares of common stock reserved for issuance pursuant to
the 2019 Plan are Class A or Class B shares of common stock and (iii) whether the
number of securities underlying unexcercised options disclosed on page 89 are Class A or
Class B shares of common stock.
Certain Relationships and Related Party Transactions
Demand Promissory Note, page 90
28.Please disclose the interest rate on each of the promissory notes disclosed in this section
and the current amount outstanding on the notes with Jon Paul Richardson and Daniel
Costagnoli.
Description of Capital Stock
Choice of Forum, page 95
29.We note your disclosure that the federal district courts of the United States shall be the
sole and exclusive forum for the resolution of any complaint asserting a cause of action
arising under the Securities Act.  Please state here that investors cannot waive compliance
with the federal securities laws.
Plan of Distribution, page 102
30.To the extent your officers and directors intend to offer the securities, please
disclose whether they intend to rely on Exchange Act Rule 3a4-1 and briefly explain the
basis for their reliance.  In addition, describe the plan of distribution for the shares offered
by the selling shareholders, including how you will determine when the selling
shareholders' shares are sold relative to newly issued shares.
31.We note your disclosure on page 103 that, in order to purchase Class A common stock in
this offering, an investor must pay the purchase price in Bitcoin, Ether or USDC and that
the value in U.S. dollars of the Bitcoin, Ether or USDC used to purchase shares of the
Class A common stock is calculated at the point at which the purchaser