Imitation Not Always Flattery: SEC Halts ICO that Falsely Claimed Approval by SEC and Self-Created “Blockchain Exchange Commission”
October 14, 2018
If you were looking for a safe blockchain investment and had the chance to invest in the “first licensed and regulated tokenized cryptocurrency exchange and index fund based in the U.S.” and audited by a Big 4 accounting firm, you might do it, right? One problem: turns out it’s not licensed, regulated or audited.
On October 11, 2018, the Securities and Exchange Commission announced it had obtained an emergency court order halting Blockvest, LLC’s initial coin offering, whose sponsors falsely claimed that it was “registered” and “approved” by the SEC and other regulators, that its chief marketing officer was licensed by FINRA and that it was audited by Deloitte. None of that was true. The sponsors claimed they had already raised more than $2.5 million in pre-ICO sales of its digital token, BLV, and that it sought to raise an aggregate of $100 million in the ICO. The order also halts ongoing pre-ICO sales by Blockvest and its founder, Reginald Buddy Ringgold, III, a/k/a Rasool Abdul Rahim El.
The most brazen aspect of the alleged fraudulent scheme was the sponsors’ apparent creation of a fictitious blockchain regulatory agency which they call the “Blockchain Exchange Commission” or “BEC”, which they claim “regulates the blockchain digital asset space to protect digital asset investors”. In May 2018, roughly one month after filing a Form D for the BLV offering (see below), Ringgold created the BEC, renaming a company that had been previously incorporated under various names including “Fartlife.” The BEC seems to plagiarize the SEC’s logo and mission statement, and gives itself the same address as SEC headquarters (100 F Street, NE, Washington, DC). The BEC’s LinkedIn page includes a logo nearly identical to the SEC’s logo (see left), as well as the following mission statement, also uncannily similar to the SEC’s:
“The mission of the BEC is to protect investors; and assist in maintaining fair, orderly, and efficient markets within the Blockchain Digital Asset Space…The Blockchain Exchange Commission, or BEC, is dedicated to investor protection and market integrity.”
Blockvest also appears to be confused about securities offering rules. It filed a Form D with the SEC on April 16, 2018, claiming an exemption under Rule 506(c), which requires that all purchasers be accredited investors and that the issuer use reasonable methods to verify status. The SEC’s complaint states that, on information and belief, Blockvest has not taken reasonable steps to ensure that BLV investors are accredited. Also, despite their Form D, Blockvest’s website invokes Regulation A. Never mind that Regulation A has an offering limit of $50 million (Blockvest is seeking $100 million in its ICO), and prohibits any sales until the issuer has filed an offering statement on Form 1-A and the SEC has issued a notice of qualification. The SEC’s complaint further states that Blockvest’s website stated falsely that its ICO was “Reg A+ compliant” and can offer its securities to unaccredited investors all over the globe. Blockvest’s website now states that the “Pre-IPO testing the waters phase has been halted.” Testing the waters is a Regulation A concept. Blockvest hasn’t filed a Form 1-A offering statement, nor has any offering been qualified by the SEC under Regulation A.
The SEC complaint should serve as a warning to issuers conducting unregistered ICOs to exercise caution and avoid language implying that that their tokens have been registered with the SEC, or that the SEC has passed on the merits of the offered tokens. This is why exempt offerings include the following legend in their disclosure documents:
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, OR ANY STATE SECURITY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.