SEC questions American CryptoFed about omission of material info Loop Cayman Islands

The Securities & Exchange Commission (SEC) said yesterday (November 18) that they are looking into American CryptoFed DAO LLC, a company established in Wyoming on July 1, 2021 as a “Decentralized Autonomous Organization” (“DAO”), for allegedly omitting material information required to be provided in the Registration Statement by the Form S-1, Regulation S-X, and Regulation S-K.

The alleged, material omissions, according to the SEC, are particularized as follows:

Registration Statement does not contain any financial statements, audited or otherwise as requiredRegistration Statement does not address the specific disclosure requirements (e.g., disclosure of management’s discussion and analysis of the registrant’s financial condition and results of operations)Registration Statement does not include information required by Item 403 of Regulation S-K, which requires a tabular disclosure of security ownership of directors and executive officers and greater than 5% holders, including the total number of shares beneficially owned and the percentage of the class so owned for each such beneficial ownerRegistration Statement does not include compensation disclosure for each of American CryptoFed’s three organizers, nor does it include a table with any of the required informationRegistration Statement does not include information on any material contractsRegistration Statement does not include an opinion of counsel as to the legality of the securities being registered

In addition to the foregoing, the SEC alleges that American CryptoFed’s Registration Statement contains materially misleading statements as American CryptoFed allegedly stated that the Ducat and Locke tokens to be offered by American CryptoFed are not securities, which is inconsistent with the statement identifying those tokens as “Securities to be Registered.”

The SEC said this is also inconsistent with American CryptoFed’s use of the Registration Statement to register the offer and sale of the tokens under the Securities Act.

As these statements contained in American CryptoFed’s contradict each other, regardless of whether the tokens are securities, the SEC said that one of the statements must be false.

In connection with the foregoing, it is understood that the SEC issued a subpoena on June 15, 2022 requesting documents to confirm its assertions, however, American CryptoFed allegedly did not produce any documents to the SEC.

As a result, an order has now been issued that public proceedings be instituted under Section 8(d) of the Securities Act, with a hearing to be commenced at 10:00am on December 1, 2022, to determine whether the allegations of the Division of Enforcement of the SEC are true, to afford American CryptoFed with an opportunity to establish any defenses to these allegations, and to determine whether a stop order should issue suspending the effectiveness of the Registration Statement.

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