MegPrime Holding LLC

Response of the Division of Corporation Finance

January 15, 2026

Re: MegPrime Holding LLC
        Incoming letter dated January 12, 2026

Based on the facts presented, the Division will not recommend enforcement action to the Commission if, in reliance on your opinion as counsel, MegPrime Holding LLC offers and sells the MegPrime tokens in the manner and under the circumstances described in your letter without registration under Section 5 of the Securities Act and does not register the MegPrime tokens as a class of equity securities under Section 12(g) of the Exchange Act. Capitalized terms have the same meanings as defined in your letter.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the issues presented.