The Securities and Exchange Commission today charged 38 entities alleging that they made material misrepresentations in Forms ADV filed with the Commission between 2025 and 2026 to falsely portray themselves as legitimate advisory firms to U.S. investors. The complaints also allege that the defendants, a number of whom used IP addresses that were tracked to foreign jurisdictions to connect to the Commission’s filing system, failed to respond to requests by Commission counsel to provide records to substantiate information on their Forms ADV.

“Our complaints allege large-scale abuse of SEC adviser filings by persons, several of whom are likely located overseas, exploiting interest in emerging technologies,” said Laura D’Allaird, Chief of the SEC Enforcement Division's Cyber and Emerging Technologies Unit. “When we find bad actors using fraudulent SEC filings to feign legitimacy with retail investors, we will act decisively to disrupt these operations.”

According to the complaints, the defendants made material misrepresentations and statements that could not be substantiated in Forms ADV filings, including listing places of business at addresses in Colorado where the defendants had no presence and providing phone numbers that are disconnected or belong to unrelated businesses. The SEC complaints also allege that the defendants disclosed an ownership structure and numerical data that was identical or nearly identical to a multitude of other purported exempt reporting advisers (ERA) and claimed that the financial statements of the private funds they purportedly advised had been audited by one of two independent public accounting firms, neither of which can be found in any public registry of federal or state accountancy firms. The SEC also alleges that certain defendants have been marketed on websites, some of which displayed a fake certificate indicating that the defendant was registered with the SEC, even though it was not.

The complaints, filed in the United States District Court for the District of Colorado, charge the defendants with violating Sections 204(a) and 207 of the Investment Advisers Act of 1940. The SEC seeks permanent injunctions enjoining them from violating the charged provisions of the federal securities laws, conduct-based injunctions prohibiting them from filing Forms ADV as exempt reporting advisers, and civil penalties.

The SEC’s Office of Investor Education and Assistance has issued an  investor alert  warning investors that scammers are using SEC ERA filings to create a false impression of legitimacy and to lure investors into scams. Investors should be wary of a purported ERA that offers investment advice directly to individual investors or claims to be registered with the SEC.

Separately, the ERA filings of the 38 entities have been removed from the Commission website.

The SEC appreciates the assistance of the FBI and its Operation Level Up .

Resources

• SEC Complaint - Abrdn Canada Limited

• SEC Complaint - Absolutaris Base Limited

• SEC Complaint - Apexium Securities Ltd

• SEC Complaint - Axivon Exchange Ltd

• SEC Complaint - Calystron Capital Ltd

• SEC Complaint - CryptoOrbit Ltd

• SEC Complaint - Equal Chance Capital Ltd

• SEC Complaint - Ftaexchange Ltd

• SEC Complaint - Future Finance Academy Ltd

• SEC Complaint - Gainstra Capital Inc

• SEC Complaint - Glorious Dawn Capital Management Co., Ltd

• SEC Complaint - Harbor Financial Institute Ltd

• SEC Complaint - Helios Wealth Management Ltd

• SEC Complaint - Ideal Finance Ltd

• SEC Complaint - Ironclad Trading Institute LLC

• SEC Complaint - Korzen Asset Management Ltd

• SEC Complaint - LinkedIn Research Institute Ltd

• SEC Complaint - LuxePoint Capital Ltd

• SEC Complaint - Nautical Echo Capital Ltd

• SEC Complaint - NewstarAsset Capital Inc

• SEC Complaint - Nexera Technologies Ltd

• SEC Complaint - Nova Academy of Finance Ltd

• SEC Complaint - Nova Financial Academy Ltd

• SEC Complaint - Perkea Capital Securities Inc

• SEC Complaint - Pinnacle Crypto Exchange. Inc

• SEC Complaint - Pinno Capital Inc

• SEC Complaint - Quantum Financial Institute Ltd

• SEC Complaint - RBH Infinity Exchange Inc

• SEC Complaint - Robin Markets Inc

• SEC Complaint - Rockford Partners

• SEC Complaint - Sapphire Tide Capital Ltd

• SEC Complaint - Stellar Path Institute Ltd

• SEC Complaint - Summit Breeze Haven Exchange Ltd

• SEC Complaint - THEVGPRO Ltd

• SEC Complaint - ThreeM Holding Ltd

• SEC Complaint - Veriton Investment Inc

• SEC Complaint - Web3 University

• SEC Complaint - Wingspan Advisors. LLC