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
 Jon Paul Richardson
Exodus Movement, Inc.
December 3, 2020
Page 2
         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
FirstName LastNameJon Paul Richardson
       securities being offered for the account of all stockholders and
describe what percent of
Comapany    NameExodus
       the pre-offering    Movement,
                         outstanding   Inc.
                                     securities of each class the offering
represents. Refer to Item
       5(d) to Part II
December 3, 2020 Page 2of Form  1-A.
FirstName LastName
 Jon Paul Richardson
FirstName LastNameJon
Exodus Movement,   Inc. Paul Richardson
Comapany3,
December   NameExodus
             2020       Movement, Inc.
December
Page 3    3, 2020 Page 3
FirstName LastName
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.
 Jon Paul Richardson
FirstName LastNameJon
Exodus Movement,   Inc. Paul Richardson
Comapany3,
December   NameExodus
             2020       Movement, Inc.
December
Page 4    3, 2020 Page 4
FirstName LastName
       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