United States securities and exchange commission logo





                                October 5, 2023

       Yucheng Hu
       Chief Executive Officer and President
       MarsProtocol Inc.
       103 Tampines Street 86 #03-06
       The Alps Residences
       Singapore 528576

                                                        Re: MarsProtocol Inc.
                                                            Amendment No. 1 to
                                                            Registration
Statement on Form F-4
                                                            Filed September 11,
2023
                                                            File No. 333-271349

       Dear Yucheng Hu:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our May 24, 2023
letter.

       Amendment No. 1 to Form F-4

       General

   1.                                                   Please clarify the
distinction, if any, in the terms    crypto currencies,       digital
currencies,
                                                           digital assets,
 digital securities    and    crypto assets.    If there is no distinction,
please
                                                        revise the filing to
use a single defined term throughout.
   2.                                                   We note your responses
to comments 8 and 14. We further note your disclosure on page
                                                        26 that, "[t]he
Company's common stock is currently listed on NYSE American under the
                                                        symbol "MPU."" Please
reconcile your disclosure throughout to clarify the status of your
                                                        listing after the
Redomicile Merger.
 Yucheng Hu
FirstName  LastNameYucheng Hu
MarsProtocol Inc.
Comapany
October    NameMarsProtocol Inc.
        5, 2023
October
Page 2 5, 2023 Page 2
FirstName LastName
3.       We note your response to comment 4 and your response to comment 39
that as of
         December 31, 2022,    the Company owned ETH only.    We further note
your disclosure
         on page 42 that,    [a]s of December 31, 2022, [you] held
approximately $2.97 million in
         USDC issued by Circle Internet Financial Public Limited Company and
$0.09 million in
         USDT issued by Tether Limited Inc.    Please revise your disclosure to
specifically identify
         the crypto assets that you hold, as well as those for which you have
plans to hold or
         otherwise transact in.
4.       Please revise your disclosure to provide a comprehensive breakeven
analysis for your
         Ethereum staking operations that compares the cost to earn one
Ethereum with the market
         value of one Ethereum. Identify and explain all relevant inputs.
Quantitative tabular
         disclosure may be helpful.
Summary
The Redomicile Merger
Saving Digital Pte. Ltd., page 1

5.       Please revise to describe the material terms of your agreements with
MarsLand Global
         Limited for staking services, and for authorization to use the
trademark MarsProtocol.
         Please file those agreements as material contracts or explain why you
are not required to
         do so.
Recent Developments, page 1

6.       We note your response to comment 13. We also note your revised
disclosure on page 1
         that you "intend to use SDP to explore other crypto related business
in Singapore" and that
         you "are currently looking at and evaluating other crypto-related
business models outside
         of the United States that [you] believe may be synergistic with [y]our
existing business."
         Please revise to provide expanded disclosure regarding the "other
crypto related business"
         that you are considering and the "other crypto-related business
models" that you are
         currently looking at and evaluating. In addition, please disclose if
you have engaged
         in any discussions or entered into any agreements with individuals or
businesses in this
         regard.
Risks Relating to Our Business, page 7

7.       We note your response to comment 31. Please delete the reference to
Tbit on page 7.
Risk Factors, page 10

8.       We note your response to comment 61. We further note your disclosure
throughout the
         document that CoinMarketCap is your principal market for valuing your
digital assets.
         Please reconcile with the disclosure on page 18 that the Coinbase
exchange is your
         principal market for Bitcoin as it does not appear that you hold, or
trade, Bitcoin in the
         periods presented. Please revise, or advise otherwise.
 Yucheng Hu
FirstName  LastNameYucheng Hu
MarsProtocol Inc.
Comapany
October    NameMarsProtocol Inc.
        5, 2023
October
Page 3 5, 2023 Page 3
FirstName LastName
9.       We note your response to comment 17 that you are not limited or
restricted in offering
         your services outside of Singapore and in other jurisdictions. Please
revise your
         disclosure to describe any material risks you face from unauthorized
or impermissible
         customer access to your products and services outside of the
jurisdictions where you have
         obtained the required governmental licenses and authorizations. In
addition, please revise
         your disclosure to describe any steps you take to restrict access of
U.S. persons to your
         products and services and any related material risks.
10.      We note your response to comment 21. As we are unable to locate
responsive disclosure,
         we reissue our comment. Please revise to describe any material gaps
your board or
         management have identified with respect to risk management processes
and policies in
         light of recent crypto asset market conditions, as well as any changes
they have made to
         address those gaps.
Risks Related to Our Business
The Company plans to continue to explore other opportunities, page 15

11.      We note your response to comment 30 and re-issue in part. Please
revise to disclose the
         impact(s) of the discontinuation of the Mano game and the alSpace
platform on your
         business activities. We also note your statement here and elsewhere
that you have decided
         to discontinue the Mano game and the alSpace platform due to business
reasons. Please
         reconcile your disclosures on pages 27, 31, 33, 35, F-3, F-8, F-26,
F-45 and F-50 that such
         discontinuation was due to    regulatory challenges    and enforcement
actions brought by
         the SEC against the promoters of several digital assets.
Because of the recent decline in the cryptocurrency market and other adverse
developments,
page 17

12.      We note your disclosure throughout that you have focused your efforts
on solo-staking,
         which you describe as a process that involves putting up ETH, setting
up and running a
         full Ethereum node, validating transactions on the Ethereum network,
and earning rewards
         for doing so. We also note the statement here that you    also hold
and stake a number of
         crypto assets to generate revenue.    Please revise to describe which
other crypto assets
         you hold and stake, and your planned activities with respect to
staking such other crypto
         assets, including without limitation, such program features, whose
crypto assets are being
         staked, who is eligible to participate, and how the validation process
is conducted through
         the program and by whom.
We are exposed to various risks associated with the failure to safeguard our
crypto assets, page
19

13.      We note your response to comment 17 that you are not limited or
restricted in offering
         your services outside of Singapore and in other jurisdictions, and
that you are voluntarily
         limiting your crypto-related business in Singapore. Given the
possibility that your
         services may be offered to U.S. persons in the future, please revise
to describe in greater
 Yucheng Hu
FirstName  LastNameYucheng Hu
MarsProtocol Inc.
Comapany
October    NameMarsProtocol Inc.
        5, 2023
October
Page 4 5, 2023 Page 4
FirstName LastName
         detail your KYC and AML policies and procedures.
Management's Discussion and Analysis
Corporate Developments, page 27

14.      We note your response to comment 65. Please tell us, and revise your
next amendment as
         appropriate, to address the following:
             Confirm our understanding that you have exited the business of
providing staking
             tools to third parties for staking as a service;
             Tell us if you have any revenues related to providing staking
tools to third parties for
             staking as a service subsequent to July 1, 2023;
             Tell us if all revenues included in the line item 'Revenue from
provision of staking
             technology tools' were related to providing staking tools to third
parties for staking as
             a service in the six months ended June 30, 2023, and if not, what
the other revenues
             relate to; and
             Revise your next amendment to make sure that disclosures related
to providing
             staking tools to third parties for staking as a service are clear
that these operations are
             historical and not ongoing. Refer to pages 2 and 28 specifically
for examples of
             disclosure that appears to cast the staking as a service business
in the present and
             future tense, and not past.
15.      We note your disclosure on page 27 that you earned transaction fees of
5.7 ETH on your
         staked coins in the year ended December 31, 2022. From the rollforward
on page 29, it
         appears you earned 5.7 ETH as a staking reward and 1.0 from provision
of staking
         technology tools in the six months ended June 30, 2023. Please clarify
for us the period
         during which these rewards were earned and revise your disclosure for
consistency in your
         next amendment.
16.      We note your response to comment 40 which states that as of December
31, 2022, the
         Company did not collateralize the crypto assets for any loan, margin,
rehypothecation, or
         other similar activities to which the Company or its affiliates are a
party. We reissue our
         prior comment and request that you respond as of the present date. To
the extent material,
         explain whether, to your knowledge, crypto assets you have issued
serve as collateral for
         any other person   s or entity   s loan, margin, rehypothecation or
similar activity. If so,
         discuss whether the recent crypto asset market disruption has impacted
the value of the
         underlying collateral and explain any material financing and liquidity
risk this raises for
         your business.
17.      We note your response to comment 41 and re-issue in part. Please
revise to disclose the
         method and costs for acquiring the unaccounted for 123 ETH.
18.      We note your response to comment 42 that you have ceased providing
non-custodial
         staking tools services, and are only engaged in solo-staking
operations. Please reconcile
         your disclosures on pages 28, F-8, F-35 and F-40 that non-custodial
staking services are
         currently not available to U.S. residents.
 Yucheng Hu
FirstName  LastNameYucheng Hu
MarsProtocol Inc.
Comapany
October    NameMarsProtocol Inc.
        5, 2023
October
Page 5 5, 2023 Page 5
FirstName LastName
Ethereum Rewards, page 29

19.      We note your response to comment 27. Please reconcile your usage of
the term    stable
         cryptocurrencies    here and on page 42.
Results of Operations, page 31

20.      We note your response to comment 35. Please revise your next amendment
to break out
         the material components of the expense category 'Professional fees,
general administrative
         and other' for the interim periods - Three Months Ended June 30, 2023
and Six Months
         Ended June 30, 2023 - like you did for the year ended December 31,
2022 on page 36.
21.      We note your response to comment 52. Please revise your next amendment
to reflect the
         black line separating Predecessor and Successor periods properly in
your table on page 36
         for Professional, general and administrative and other expenses.
Currently, the black line
         is between two Successor periods.
Liquidity and Capital Resources, page 34

22.      We note your response to comment 5. Please reconcile your use of the
term    highly
         liquid    here and on page F-41.
Business of the Company
Crypto-Related Business, page 41

23.      We note your response to comment 50 and your description of solo
staking on page
         42. Please revise to provide additional disclosure concerning your
solo staking program,
         including but not limited to:
             How and when staking rewards and revenues are calculated and
earned;
             Whether staked crypto assets can be used or allocated, and if so
how; and
             The nature and quantification of your staking expenses.
24.      We note your response to comment 49 that you have ceased providing
your non-custodial
         staking tools services. We note your disclosure that you were engaged
in solo-staking and
         that you provided proof-of-stake technology tools in Singapore for the
Ethereum
         network. Please expand your disclosure here and in the Summary section
to specify the
         technology tools to which you refer.
Custodial Practices, page 42

25.      We note your response to comment 7 and re-issue in part. We also note
that Matrixport is
         a    hot custodian,    and your disclosure on page 18 that you    seek
to choose a trusted and
         secure custody service provider to protect [your] digital currency
assets.    Please confirm
         100% of your crypto asset are held in hot wallets, or if not, discuss
what portion of the
         crypto assts are held in hot wallets and cold wallets. Please also
revise to describe the
         criteria you used in selecting Matrixport as custodian.
 Yucheng Hu
FirstName  LastNameYucheng Hu
MarsProtocol Inc.
Comapany
October    NameMarsProtocol Inc.
        5, 2023
October
Page 6 5, 2023 Page 6
FirstName LastName
Index to Financial Statements
Audited Financial Statements for the Years Ended December 31, 2022 and 2021,
page F-1

26.      We acknowledge your responses to comments 55, 56 and 58. Adjustments
to reflect
         GAAP-compliant classifications from noncompliant classifications are
the corrections of
         errors. As a result, please revise your audited financial statements
to present the
         following:
             All the disclosures required by ASC 250-10-50-1 for each of the
error corrections
              made in the referenced comments;
             Label each impacted balance sheet and statement of operations and
comprehensive
              income (loss) column as "As Restated"; and
             Have your auditors dual date their opinion for the error
corrections.
         This comment also applies to the December 31, 2022 balance sheet
presented with your
         interim financial statements.
Consolidated Statements of Operations and Comprehensive Income (Loss)
Year Ended December 31, 2022, page F-5

27.      We note your response to comment 54. Noting that you recorded $540,000
and
         $5,753,900 in operating lease revenue 2021 in the Successor and
Predecessor periods,
         respectively, please tell us why there was no cost of revenue related
to the aircraft leasing
         business.
Notes to Consolidated Financial Statements
Note 2. Summary of Principal Accounting Policies
Stablecoins, page F-11

28.      We acknowledge your response to comment 58. Please address the
following additional
         comments:
             Revise your policy disclosure to remove reference to Tether USD as
a financial
            instrument;
             Revise your policy disclosure to indicate how you account for
stablecoins that are
            financial instruments (i.e., USD Coin); and
             Separately reference for us the authoritative literature you rely
upon to account for
            USD Coin.
Digital Assets, page F-12

29.      We note your response to comment 60. Please tell us the following
regarding your digital
         assets awarded to the Company through your GameFi and solo-staking
business and your
         classification within operating activities on the Consolidated
Statements of Cash Flows:
             Your average holding period for the ETH and BNB awarded to you
through the
              GameFi and solo staking businesses;
             How you ultimately disposed of the ETH and BNB awarded to you, or,
if you still
              hold these crypto assets, how you ultimately plan to use them, or
when you plan to
 Yucheng Hu
FirstName  LastNameYucheng Hu
MarsProtocol Inc.
Comapany
October    NameMarsProtocol Inc.
        5, 2023
October
Page 7 5, 2023 Page 7
FirstName LastName
              dispose them;
                How you considered the guidance in ASC 230-10-45-11 through 13
and ASC 230-
              10-45-28.b regarding the classification of productive assets and
intangible assets as
              investing activities given that your crypto assets are classified
as intangible assets;
              and
                More specifically how your activities from the GameFi and solo
staking businesses
              fit within the guidance you presented in your response pursuant
to ASC 230-10-45-
              16. Simply quoting the guidance without providing your analysis
and support as to
              why it is applicable is not useful.
30.      We note your response to comment 61. ASC 820-10-35-5 requires fair
value to be
         determined based on information in the single principal market, or in
the absence of a
         principal market, the single most advantageous market. As previously
indicated, as
         CoinMarketCap aggregates pricing from multiple markets and itself is
not a market where
         digital asses can be bought and sold, it cannot be the principal
market for GAAP
         purposes. As a result, please address the following:
             Identify for us the principal market or, in the absence of a
principal market, the most
              advantageous market for each of the digital assets and
stablecoins you hold or held
              during the periods included in your financial statements;
             Tell us how you determined that these markets are the principal or
most advantageous
              markets and reference for us the authoritative literature you
rely upon to support your
              determinations;
             Tell us whether Matrixport Cactus is your principal market for ETH
and explain why
              or why not; and
             Provide us a materiality analysis for each period presented in
your filing that
              presents, by digital asset and stablecoin, the aggregate price
from the principal or
              most advantageous market versus the price from CoinMarketCap.
Assess the impact
              on revenues recorded, digital asset impairment and any
stablecoins carried at fair
              value at the balance sheet date.
Revenue Recogntion, Accounts Receivable and Allowance for Doubtful Accounts
Revenue from Solo-Staking business, page F-14

31.      We note your response to comment 64. Please address the following
comments and
         reference, where appropriate, the authoritative literature your rely
upon to support your
         accounting:
             You identify the Ethereum chain as your customer and indicate that
you have no
              written or electronic agreement with the Ethereum chain, yet you
identify a contract
              with the Ethereum chain. Tell us the terms of this contract and
how you determined
              them if you have no written or electronic agreement. To the
extent you use some
              electronic information available from the Ethereum chain to
support your assertion of
              a contract, provide us that information in your response.
             Tell us why the transacting parties on the Ethereum chain that pay
gas/transaction
              fees are not also your customers.
 Yucheng Hu
FirstName  LastNameYucheng Hu
MarsProtocol Inc.
Comapany
October    NameMarsProtocol Inc.
        5, 2023
October
Page 8 5, 2023 Page 8
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                Explain why you believe you have daily contracts if you can
cancel the contract at
              any time. Tell us why the contract is not shorter than a day.
                Clarify what you mean that creation and validation of ETH
transactions is a bundle of
              services not separately identifiable in the context of the
contract.
                Tell us how your contract includes a series of creation and
validation of ETH
              transactions yet the transfer of services are not substantially
the same and that each
              creation and validation service is identified as a single
performance obligation.
              Clarify for us whether each block written to the Ethereum chain
is the result of a
              separate performance obligation or a series of performance
obligations.
                Confirm for us that you receive the block reward and associated
transaction fees as
              soon as the block is written.
                Tell us how your customer simultaneously receives and consumes
the benefits of
              your staking services if you are not chosen by the Ethereum chain
to validate and
              write an individual block to the chain.
                Tell us why you removed disclosure of network-based smart
contracts from your
              annual financial statement policy note but continue to include it
in your interim
              financial statement policy note on page F-44.
Note 5. Stablecoins, page F-22

32.      We note your response to comment 67. Regarding your exchanges of
stablecoins and
         digital assets in the year ended December 31, 2022 and the six months
ended June 30,
         2023, please tell us the following regarding each material
transaction:
             Why any exchanges or sales for cash result in no realized gains or
losses and how this
              is consistent with your accounting policies;
             Specifically, for your exchange from BNB and USDT of $446,600,
tell us how you
              determined the exchange price and why there was no gain or loss
recorded; and
             Specifically, for your exchanges of stablecoins to ETH in both the
year ended
              December 31, 2022 of $350,200 and the six months ended June 30,
2023 of
              $1,983,300, how you determined the exchange price and why there
was no gain or
              loss recorded.
         In your response, specifically tell us how you considered the guidance
in ASC 610-20-32-
         2 and 32-3 to record a gain or loss on the disposal of nonfinancial
digital assets based on
         the fair value of the consideration received in exchange for those
nonfinancial digital
         assets.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 2. Summary of Principal Accounting Policies, page F-41

33.      We note your response to comment 48, and your disclosures throughout
that effective July
         1, 2023, you decided to suspend your StaaS business due to these
actions taken by the
         SEC against cryptocurrency exchanges. Please reconcile your disclosure
on page F-44
         that commencing in March 2023, you provide your customers, through
MTP, with proof-
         of-stake technology tools for digital assets through the staking
platform    MarsProtocol.
 Yucheng Hu
MarsProtocol Inc.
October 5, 2023
Page 9
      Please also revise to provide detailed disclosure regarding your StaaS
platform, including
      everything offered on the platform and whether it only provided staking
services. In
      addition, disclose whether you have any specific plans to resume your
StaaS business in
      the near term, and whether you have determined the mechanics of this new
platform.
       Please contact David Irving at 202-551-3321 or Mark Brunhofer at
202-551-3638 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Lulu Cheng at 202-551-3811 or Sandra Hunter Berkheimer at 202-551-3758
with any
other questions.



                                                           Sincerely,
FirstName LastNameYucheng Hu
                                                           Division of
Corporation Finance
Comapany NameMarsProtocol Inc.
                                                           Office of Crypto
Assets
October 5, 2023 Page 9
cc:       John P. Yung
FirstName LastName