Case 1:21-cv-01381 Document 1 Filed 02/17/21 Page 1 of 13
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`RICHARD R. BEST
`REGIONAL DIRECTOR
`Lara Shalov Mehraban
`Sandeep Satwalekar
`Mark R. Sylvester
`Amy Mayer
`Attorneys for Plaintiff
`SECURITIES AND EXCHANGE COMMISSION
`New York Regional Office
`Brookfield Place
`200 Vesey Street, Suite 400
`New York, New York 10281-1022
`(212) 336-0159 (Sylvester)
`sylvesterm@sec.gov
`
`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
`
`SECURITIES AND EXCHANGE
`COMMISSION,
`
` Plaintiff,
`
` -against-
`
`COINSEED, INC. and
`DELGERDALAI DAVAASAMBUU,
`
` Defendants.
`
`
`
`
`
`
`
`
`
`
`COMPLAINT
`
`21 Civ. _____ ( )
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`
`
`
`
`
`JURY TRIAL DEMANDED
`
`
`
`
`Plaintiff Securities and Exchange Commission (the “Commission”), for its Complaint
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`against Defendants Coinseed, Inc. (“Coinseed”) and its founder and chief executive officer
`
`Delgerdalai Davaasambuu (“Davaasambuu”) (collectively, “Defendants”), alleges as follows:
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`SUMMARY
`
`1.
`
`From at least December 2017 to May 2018, Defendants offered and sold digital
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`assets called “CSD tokens” as securities to investors, in return for consideration worth at least
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`$141,000. Defendants told investors that their investments would be used to develop Coinseed’s
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`business, including a mobile phone application that purportedly enabled users to purchase and sell
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`digital assets, and to pay other business expenses.
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`2.
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`Defendants also offered and sold CSD tokens by promising that, in exchange for
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`their investment, purchasers would receive a percentage of revenues that Coinseed generated in fees
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`associated with the purchase and sale of digital assets on its platform.
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`3.
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` Defendants offered and sold CSD tokens without registering the offering with the
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`Commission as required by the federal securities laws, and no exemption from this registration
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`requirement was available for the offering.
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`4.
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`In connection with their offer and sale of CSD tokens, Coinseed never provided
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`investors with the type of material information that issuers are required to include in registration
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`statements when soliciting public investment. Instead, investors were left to rely only on the
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`information Defendants chose to share about Coinseed and CSD tokens.
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`VIOLATIONS
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`5.
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`By virtue of the foregoing conduct and as alleged further herein, Defendants
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`Coinseed and Davaasambuu violated Sections 5(a) and (c) of the Securities Act of 1933 (“Securities
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`Act”) [15 U.S.C. §§ 77e(a), 77e(c)].
`
`6.
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`Unless Defendants are restrained and enjoined, they will engage in the acts, practices,
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`transactions, and courses of business set forth in this Complaint or in acts, practices, transactions,
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`and courses of business of similar type and object.
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`NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
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`7.
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`The Commission brings this action pursuant to the authority conferred upon it by
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`Sections 20(b) and 20(d) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)].
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`8.
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`The Commission seeks a final judgment: (a) permanently enjoining Defendants from
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`violating Sections 5(a) and 5(c) of the Securities Act, pursuant to Section 20(b) of the Securities Act
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`[15 U.S.C. § 77t(b)]; (b) ordering Defendants to disgorge their ill-gotten gains with prejudgment
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`interest thereon, pursuant to Section 21(d)(5) of the Securities Exchange Act of 1934 (“Exchange
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`Act”) [15 U.S.C. § 78u(d)(5)] and Sections 6501(a)(1) and (a)(3) of the National Defense
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`Authorization Act for Fiscal Year 2021, Pub. L. No. 116-283, to be codified at 15 U.S.C. §§ 78u(d)(3)
`
`and 78u(d)(7); (c) prohibiting Defendants from participating, directly or indirectly, in any offering of
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`digital asset securities, provided, however, that such injunction shall not prevent Davaasambuu from
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`purchasing or selling digital asset securities for his own personal account, pursuant to Sections
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`21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(5)]; (d) ordering Defendants to pay civil money
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`penalties, pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)]; and (e) ordering any
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`other and further relief the Court may deem just and proper.
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`JURISDICTION AND VENUE
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`9.
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`This Court has jurisdiction over this action pursuant to Section 22(a) of the
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`Securities Act [15 U.S.C. § 77v(a)].
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`10.
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`Defendants, directly and indirectly, have made use of the means or instrumentalities
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`of interstate commerce or of the mails in connection with the transactions, acts, practices, and
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`courses of business alleged herein.
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`11.
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`Venue lies in this District under Section 22(a) of the Securities Act [15 U.S.C.
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`§ 77v(a)]. Defendants may be found in, are inhabitants of, or transact business in the Southern
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`District of New York, and certain of the acts, practices, transactions, and courses of business
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`alleged in this Complaint occurred within this District. At all relevant times, Coinseed’s principal
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`place of business was located in New York, New York, and Davaasambuu resided in New York,
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`New York, and Defendants conducted the offering and sale of securities described herein while
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`located in New York, New York.
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`DEFENDANTS
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`12.
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`Coinseed is a Delaware corporation incorporated in November 2017, with its
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`principal place of business in New York, New York.
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`13.
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`Davaasambuu, age 34, is a citizen of Mongolia, and resided in New York, New
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`York at all relevant times. Davaasambuu founded Coinseed, and he was at all relevant times and is
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`currently Coinseed’s chief executive officer (“CEO”).
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`STATUTORY AND LEGAL FRAMEWORK
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`14.
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`Congress enacted the Securities Act to regulate the offer and sale of securities. In
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`contrast to ordinary commercial principles of caveat emptor, Congress enacted a regime of full and
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`fair disclosure, requiring a company (an issuer) and its control persons who offer and sell securities
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`to the investing public to provide sufficient, accurate information to allow investors to make
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`informed decisions before they invest.
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`15.
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`Section 5(a) of the Securities Act [15 U.S.C. § 77e(a)] provides that, unless a
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`registration statement is in effect as to a security or an exemption from registration applies, it is
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`unlawful for any person, directly or indirectly, to sell securities in interstate commerce. Section 5(c)
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`of the Securities Act [15 U.S.C. § 77e(c)] provides a similar prohibition against offers to sell or offers
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`to buy, unless a registration statement has been filed. Thus, Sections 5(a) and 5(c) of the Securities
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`Act prohibit the unregistered offer or sale of securities in interstate commerce absent an applicable
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`exemption.
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`16.
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`Registration statements relating to an offering of securities provide public investors
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`with material information about the issuer and the offering, including financial and managerial
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`information, how the issuer will use the offering proceeds, and the risks that affect the enterprise
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`and an investment in its securities.
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`17.
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`The definition of “security” under the Securities Act includes a wide range of
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`Case 1:21-cv-01381 Document 1 Filed 02/17/21 Page 5 of 13
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`investment vehicles, including “investment contracts.” An investment contact exists when there is
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`an investment of money in a common enterprise with a reasonable expectation of profits to be
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`derived from the efforts of others.
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`18.
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`In addition to traditional instruments like stocks and bonds, courts have found that
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`novel or unique investment vehicles constitute investment contracts. As the Supreme Court of the
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`United States noted in SEC v. W.J. Howey Co., Congress defined “security” broadly to embody a
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`“flexible rather than a static principle, one that is capable of adaptation to meet the countless and
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`variable schemes devised by those who seek the use of the money of others on the promise of
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`profits.” 328 U.S. 293, 299 (1946).
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`BACKGROUND ON DIGITAL ASSETS AND DISTRIBUTED LEDGERS
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`19.
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`The term “digital asset” generally refers to an asset issued and/or transferred using
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`distributed ledger or blockchain technology, including assets sometimes referred to as digital
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`“tokens,” digital “coins,” “cryptocurrencies,” and “virtual currencies.”
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`20.
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`A blockchain or distributed ledger is a peer-to-peer database spread across a network
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`of computers that records all transactions in theoretically unchangeable, digitally recorded data
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`packages. The system relies on cryptographic techniques for secure recording of transactions.
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`21.
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`Entities have offered and sold digital assets in fundraising events, often called initial
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`coin offerings, or ICOs, in exchange for consideration.
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`22.
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`Issuers of digital assets typically release a “whitepaper” or marketing materials
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`describing the project and the terms of the offering. To participate, investors typically transfer
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`consideration—in the form of fiat currency or other digital assets—to the issuer’s accounts. After
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`completion of the offering, the issuer will deliver its unique digital asset to the participant’s unique
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`address on a distributed ledger or blockchain.
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`23.
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`On July 25, 2017, the Commission issued the Report of Investigation Pursuant to Section
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`21(a) of the Securities Exchange Act of 1934: The DAO (the “DAO Report”), stating the Commission’s
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`view that digital assets may be securities, and that the federal securities laws and registration
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`requirements “apply to those who offer and sell securities in the United States, regardless whether
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`the issuing entity is a traditional company or a decentralized autonomous organization, regardless
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`whether those securities are purchased using U.S. dollars or virtual currencies, and regardless
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`whether they are distributed in certificated form or through distributed ledger technology.” The
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`DAO Report focused on the Howey test, finding that the offering of digital assets at issue in that
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`report were investment contracts and, therefore, securities.
`
`FACTS
`
`I.
`
`
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`DAVAASAMBUU FOUNDED COINSEED AND DEVELOPED ITS PRINCIPAL
`PRODUCT, A MOBILE DIGITAL ASSET INVESTMENT APPLICATION
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`24.
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`Davaasambuu founded Coinseed in approximately September 2017. He was and is
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`Coinseed’s CEO, and he developed its principal product, a mobile application that purported to,
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`among other things, enable users to invest in digital assets.
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`25.
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`Davaasambuu wrote all of the code underlying Coinseed’s website and Coinseed’s
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`mobile application.
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`26.
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`Coinseed launched its application on the two largest mobile phone operating systems
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`in November 2017.
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`27.
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`Coinseed marketed itself as a “spare change investing app,” to which a user could
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`link his or her credit or debit card and bank account. After a user made a purchase with a linked
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`credit or debit card, Coinseed represented it would automatically “round up” the user’s purchase to
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`the nearest dollar, later withdraw the difference from the user’s bank account, and then invest the
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`difference between the purchase price and the “rounded up” amount in a basket of digital assets
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`selected by the user.
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`28.
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`In addition to this “rounding up” investment feature, Coinseed represented it would
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`display all users’ portfolios along with their return percentages on its platform. Coinseed
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`encouraged users to replicate the highest performing portfolios, which Coinseed represented could
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`be accomplished by clicking a button that would convert a user’s basket of digital assets to match
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`the mix of assets in a selected portfolio.
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`29.
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`At all relevant times, Coinseed assessed a 1% fee on the total value of a user’s
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`portfolio every time he or she elected to convert his or her portfolio to match another user’s
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`portfolio. Coinseed referred to this fee as a “portfolio conversion fee.”
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`II.
`
`
`DEFENDANTS OFFERED AND SOLD CSD TOKENS
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`30.
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`Coinseed offered CSD tokens for sale in two rounds, from December 2017 to
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`January 2018, and from March 2018 to May 2018 (together, the “Offering”).
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`31.
`
`32.
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`Davaasambuu wrote the code underlying the CSD token.
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`To promote Coinseed’s Offering, Davaasambuu drafted, reviewed, and approved
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`two materially identical whitepapers (together, the “Whitepaper”), the first of which Defendants
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`posted on Coinseed’s publicly available website by no later than early December 2017.
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`33.
`
` In the Whitepaper, Defendants described Coinseed’s business plan, including its
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`mobile application and portfolio conversion feature, and touted the Coinseed application as a
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`“game-changer” that “will change how people invest.”
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`34.
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`Defendants explained in the Whitepaper that, to achieve Coinseed’s business goals, it
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`“need[ed] the cryptocurrency community’s support to accelerate [Coinseed’s] growth and global
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`expansion.”
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`35.
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`Defendants stated they would use proceeds of the Offering, among other business
`
`purposes, for “[s]caling up the Coinseed platform in the US and globally.” The Whitepaper also
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`included a chart that showed that Coinseed would use the majority of investors’ funds on
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`“[m]arketing to [s]cale [u]p Coinseed.”
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`36.
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`To obtain the funds needed to expand their enterprise, Defendants marketed the
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`CSD tokens to prospective investors with the promise of monthly profits, stating: “By supporting
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`the Coinseed platform, you can share the profit by purchasing Coinseed’s CSD tokens. We will
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`distribute the share of the profit to the CSD token holders every month.”
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`37.
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`In a section of the Whitepaper entitled “Illustration of Benefits,” Defendants
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`promised that, as of May 2018, on or around the close of the Offering, CSD token holders would
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`receive 50% of the revenue that Coinseed generated from portfolio conversion fees.
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`38.
`
`Defendants further represented that Coinseed would distribute this 50% of the
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`portfolio conversion fee revenue to CSD token holders equally, on a monthly basis.
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`39.
`
`Defendants stated that Coinseed’s management team, which included Davaasambuu,
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`would be allocated 20% of the total available CSD tokens, with a vesting program that released
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`tokens to the management team every six months for a two-year period. Defendants explained that
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`this vesting program was established to “ensure the longevity of the project” and the commitment
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`of Davaasambuu and Coinseed’s management “to building the system in the long-term.”
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`40.
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`In addition to advertising the Offering on its website, Coinseed promoted
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`investment in CSD tokens through its social media accounts and through press releases displayed on
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`various digital asset-focused blogs.
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`41.
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`Defendants ultimately raised at least $141,410 in sales of CSD tokens, obtained from
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`hundreds of unique digital asset wallets, the vast majority of which were linked to unique email
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`addresses, suggesting that hundreds of investors participated in the Offering.
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`III. CSD TOKENS WERE SECURITIES
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`42.
`
` In Howey, the Supreme Court made clear that the determination of whether an
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`instrument is an investment contract, and therefore a security, is a “flexible rather than a static
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`principle, one that is capable of adaptation to meet the countless and variable schemes devised by
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`Case 1:21-cv-01381 Document 1 Filed 02/17/21 Page 9 of 13
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`those who seek the use of the money of others on the promise of profits.”
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`43.
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`At all relevant times during the Offering, Coinseed offered and sold the CSD token
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`as an investment contract and therefore a security subject to the registration requirements of the
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`federal securities laws.
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`A.
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`44.
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`CSD Token Purchasers Invested Money
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`
`
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`
`
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`Investors purchased CSD tokens in exchange for the transfer of specified digital
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`assets, including Ether, Bitcoin, Litecoin, or Dash, to Coinseed.
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`45.
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`Such contributions to Coinseed constitute an investment of money by CSD token
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`purchasers.
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`
`
`
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`B.
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`46.
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`Purchasers of CSD Tokens Invested into a Common Enterprise
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` Investors who purchased CSD tokens in the Offering invested into a common
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`enterprise with other CSD token purchasers, as well as with Defendants.
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`47.
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`According to Defendants, each holder of a CSD token was entitled to 50% of
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`Coinseed’s portfolio conversion fee revenues. As a result, the fortunes of each of the CSD token
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`holders were tied to Coinseed’s success and profitability. In other words, if Coinseed attracted
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`application users who, in turn, utilized the portfolio conversion feature, then both Coinseed and
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`CSD token holders would reap rewards in the form of portfolio conversion fee revenues. CSD
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`token holders’ profits were thus directly intertwined with Coinseed’s success or failure in attracting
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`additional users to its mobile application and promoting its portfolio conversion feature, which in
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`turn would generate greater or lesser portfolio conversion fee revenue.
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`48.
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`Defendants represented in the Whitepaper that Coinseed would collectively use the
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`proceeds raised from the Offering to, among other things, develop and expand Coinseed’s platform
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`and mobile application, and, according to Davaasambuu, Defendants actually pooled funds raised
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`from the Offering in wallets Coinseed used for its operations.
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`49.
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`Defendants further represented to prospective investors in CSD tokens that
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`investors would share pro-rata in the portfolio conversion fee revenues generated on the platform,
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`as a type of dividend.
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`50.
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`Investors’ fortunes also were linked to those of Defendants. Coinseed’s
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`management team, which included Davaasambuu, were to be allocated 20% of CSD tokens in the
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`Offering, thus significantly intertwining the fortunes of the investors and Davaasambuu.
`
`51.
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`In addition, Coinseed and the CSD token purchasers’ fortunes were both tied to
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`individuals’ use of Coinseed’s application and portfolio conversion feature. Both would make more
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`money if more individuals used the application and conversion feature, and less money if fewer
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`individuals did so. Coinseed also represented that a percentage of the revenues generated on its
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`platform would be shared with investors, thereby further linking the fortunes of Coinseed and CSD
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`token purchasers.
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`C.
`
`
`52.
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`Reasonable CSD Token Purchasers Would Expect a Profit from Defendants’
`Efforts
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`Reasonable CSD token purchasers expected value from the token due to their
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`entitlement to 50% of Coinseed’s portfolio conversion fee revenues.
`
`53.
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`Defendants did not represent that CSD tokens had any consumptive use, either on
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`the Coinseed platform or elsewhere, and the CSD tokens did not have any such use.
`
`54.
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`Instead, Defendants led investors to expect, and reasonable investors would expect,
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`that they could reap a profit from their investment in CSD tokens, derived from Defendants’
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`efforts.
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`55.
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`Defendants’ Whitepaper emphasized opportunities for potential profit for investors
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`in CSD tokens, stating the “benefits” of investment consisted of the right of investors to receive a
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`specified monthly percentage of Coinseed’s portfolio conversion fee revenue stream.
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`56.
`
`At the time of the Offering, CSD tokens had no use other than as sources of profit
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`linked to this revenue stream.
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`57.
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`Coinseed and Davaasambuu made attempts to list the CSD token for trading on the
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`secondary market but were ultimately unsuccessful.
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`58.
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`Purchasers of CSD tokens were entirely passive, and had no control over Coinseed’s
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`management or operations, its mobile application, or any other aspect of its business.
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`59.
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`Investors in CSD tokens reasonably relied on the managerial and entrepreneurial
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`efforts of Defendants to establish, operate, and expand use of Coinseed’s mobile application, which
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`would, if successful, result in increased dividends for CSD token investors. Defendants conveyed to
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`prospective investors that Coinseed’s management team’s efforts were critical to Coinseed’s success,
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`explaining in the Whitepaper that the vesting program applicable to the distribution of CSD tokens
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`to Coinseed’s management team was designed to “ensure [their] commitment to building the system
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`in the long-term.”
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`IV. DEFENDANTS FAILED TO REGISTER THE OFFERING WITH THE
`COMMISSION
`
`60.
`
`Defendants used interstate commerce for the Offering by, among other things,
`
`promoting investments in CSD tokens on Coinseed’s publicly available website, created and
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`maintained by Davaasambuu.
`
`61.
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`Defendants never filed a registration statement with the Commission with respect to
`
`their offer or sale of CSD tokens.
`
`62.
`
`Defendants’ offer and sale of CSD tokens were not exempt from the registration
`
`requirements of the Securities Act.
`
`63.
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`At the time of the Offering, Defendants’ public disclosures failed to disclose the
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`information required within a registration statement.
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`64.
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`CSD token purchasers and the market thus lacked the information that issuers
`
`provide under the Securities Act when they solicit public investment.
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`FIRST CLAIM FOR RELIEF
`Violations of Securities Act Sections 5(a) and (c)
`(Both Defendants)
`
`65.
`
`The Commission re-alleges and incorporates by reference here the allegations in
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`paragraphs 1 through 64.
`
`66.
`
`Coinseed and Davaasambuu, directly or indirectly, singly or in concert, (i) made use
`
`of means or instruments of transportation or communication in interstate commerce or of the mails
`
`to sell, through the use or medium of a prospectus or otherwise, securities as to which no
`
`registration statement was in effect; (ii) for the purpose of sale or for delivery after sale, carried or
`
`caused to be carried through the mails or in interstate commerce, by any means or instruments of
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`transportation, securities as to which no registration statement was in effect; or (iii) made use of
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`means or instruments of transportation or communication in interstate commerce or of the mails to
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`offer to sell or offer to buy, through the use or medium of a prospectus or otherwise, securities as to
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`which no registration statement had been filed.
`
`67.
`
`By reason of the foregoing, Coinseed and Davaasambuu violated and, unless
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`enjoined, will again violate, Securities Act Sections 5(a) and 5(c) [15 U.S.C. §§ 77e(a) and 77e(c)].
`
`
`
`WHEREFORE, the Commission respectfully requests that the Court enter a Final
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`PRAYER FOR RELIEF
`
`Judgment:
`
`I.
`
`Permanently enjoining Defendants and their agents, servants, employees and attorneys and
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`all persons in active concert or participation with any of them from violating, directly or indirectly,
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`Securities Act Sections 5(a) and (c) [15 U.S.C. §§ 77e(a), 77e(c)];
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`Ordering Defendants to disgorge all ill-gotten gains they received directly or indirectly, with
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`II.
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`pre-judgment interest thereon, pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. §
`
`78u(d)(5)] and Sections 6501(a)(1) and (a)(3) of the National Defense Authorization Act for Fiscal
`
`Year 2021, Pub. L. No. 116-283, to be codified at 15 U.S.C. §§ 78u(d)(3) and 78u(d)(7);
`
`III.
`
`Prohibiting Defendants from participating, directly or indirectly, in any offering of a digital
`
`asset security pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(5)]; provided,
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`however, that such injunction shall not prevent Davaasambuu from purchasing or selling digital
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`asset securities for his own personal account;
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`IV.
`
`Ordering Defendants to pay civil monetary penalties under Securities Act Section 20(d)
`
`[15 U.S.C. § 77t(d)]; and
`
`V.
`
`Granting any other and further relief this Court may deem just and proper.
`
`
`Dated: New York, New York
`February 17, 2021
`
`
`
`
`
`____________________________________
`RICHARD R. BEST
`REGIONAL DIRECTOR
`Lara Shalov Mehraban
`Sandeep Satwalekar
`Mark R. Sylvester
`Amy Mayer
`Attorneys for Plaintiff
`SECURITIES AND EXCHANGE COMMISSION
`New York Regional Office
`Brookfield Place
`200 Vesey Street, Suite 400
`New York, New York 10281-1022
`(212) 336-0159 (Sylvester)
`sylvesterm@sec.gov
`
`
`
`
`
`13
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