SEC files complaint against a digital platform for unregistered offer and sales of securities and acting as unregistered broker

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Orrick, Herrington & Sutcliffe LLP

Recently, the SEC released its complaint against a digital platform that acted as an unregistered broker and seller of crypto-asset securities transactions. The SEC alleges that since 2020 the platform brokered over 36 million crypto-asset transactions between investors and third parties, collecting over $250 million in fees. Since at least 2023, the platform allegedly engaged in unregistered offers and sales of securities. The SEC alleged the platform was not registered as a broker despite operating as one in violation of Section 15(a) of the Securities Exchange Act of 1934. Additionally, the SEC alleged the platform also engaged in unregistered offers and sales of securities in violation of Sections 5(a) and (c) of the Securities Act of 1933. Further, the SEC alleged the platform acted as an underwriter and distributor of securities. The SEC seeks (i) to permanently enjoin the platform from violating these securities laws and (ii) payment of civil money penalties.

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