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.
Jon Paul Richardson
FirstName LastNameJon
Exodus Movement, Inc. Paul Richardson
Comapany9,NameExodus
February 2021 Movement, Inc.
February
Page 2 9, 2021 Page 2
FirstName LastName
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
Jon Paul Richardson
Exodus Movement, Inc.
February 9, 2021
Page 3
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.
FirstName LastNameJon Paul Richardson Sincerely,
Comapany NameExodus Movement, Inc.
Division of
Corporation Finance
February 9, 2021 Page 3 Office of
Finance
FirstName LastName