Registration of Two Digital Tokens Halted

The Securities and Exchange Commission today instituted proceedings against American CryptoFed DAO LLC, a Wyoming-based organization, halting the effectiveness of the company’s registration of two digital tokens as securities.

In the SEC’s order instituting proceedings, the Enforcement Division alleges that on Sept. 16, 2021, American CryptoFed filed a materially deficient and misleading registration form known as a Form 10, which purported to register two digital tokens issued by American CryptoFed – called the “Ducat” and “Locke” tokens – as equity securities. The Enforcement Division alleges that the Form 10 failed to contain certain required information about the two tokens as well as about American CryptoFed’s business, management, and financial condition, including audited financial statements. The Enforcement Division further alleges that the Form 10 contains materially misleading statements and omissions, including inconsistent statements about whether the “Ducat” and “Locke” tokens are securities, and statements relating to American CryptoFed’s purported intention to distribute (upon the effectiveness of its Form 10) its “Locke” tokens to the public using a Form S-8, which is a registration form used for securities offered to employees through employee benefit plans, without disclosing that the “Locke” tokens may not legally be distributed pursuant to a Form S-8.

“Issuers attempting to raise money from the public must provide the information necessary for investors to make informed decisions,” said Kristina Littman, Chief of the SEC Enforcement Division’s Cyber Unit. “We allege American CryptoFed made materially misleading statements and failed to provide legally required information in its registration form.”

The SEC’s order institutes administrative proceedings to determine whether it is necessary and appropriate for the protection of investors to deny or suspend the effective date of American CryptoFed’s registration of the “Ducat” and “Locke” tokens. American CryptoFed’s registration of the two tokens is stayed pending a determination by an administrative law judge whether to deny or suspend the registration of the tokens.

The SEC’s investigation, which is ongoing, is being conducted by Martin Zerwitz and Michael Baker of the Cyber Unit. The case is supervised by Deborah Tarasevich, an Assistant Director in the Cyber Unit, and Ms. Littman. The litigation is being conducted by Christopher Bruckmann, Mr. Zerwitz, and Mr. Baker.

The SEC’s Office of Investor Education and Advocacy has issued an Investor Alert warning investors about claims that the SEC has approved offerings. Investors can find additional information about investments involving digital assets on Investor.gov.