UNREGISTERED EXCHANGE, BROKER, AND CLEARING AGENCY Despite their years-long efforts to not ‘be held accountable,’ today’s complaint begins the process of doing so.” Those risks and conflicts are only heightened by the Binance platforms’ lack of transparency, reliance on related-party transactions, and lies about controls to prevent manipulative trading. “By engaging in multiple unregistered offerings and also failing to register while at the same time combining the functions of exchanges, brokers, dealers, and clearing agencies, the Binance platforms under Zhao’s control imposed outsized risks and conflicts of interest on investors. Grewal, Director of the SEC’s Division of Enforcement. “We allege that Zhao and the Binance entities not only knew the rules of the road, but they also consciously chose to evade them and put their customers and investors at risk – all in an effort to maximize their own profits,” said Gurbir S. The public should beware of investing any of their hard-earned assets with or on these unlawful platforms.” securities laws by announcing sham controls that they disregarded behind the scenes so that they could keep high-value U.S. “As alleged, Zhao and Binance misled investors about their risk controls and corrupted trading volumes while actively concealing who was operating the platform, the manipulative trading of its affiliated market maker, and even where and with whom investor funds and crypto assets were custodied. “Through thirteen charges, we allege that Zhao and Binance entities engaged in an extensive web of deception, conflicts of interest, lack of disclosure, and calculated evasion of the law,” said SEC Chair Gary Gensler. Zhao as a control person for Binance’s and BAM Trading’s operation of unregistered national securities exchanges, broker-dealers, and clearing agencies.Binance and BAM Trading with the unregistered offer and sale of Binance’s own crypto assets, including a so-called exchange token, BNB, a so-called stablecoin, Binance USD (BUSD), certain crypto-lending products, and a staking-as-a-service program and.Binance and BAM Trading with operating unregistered national securities exchanges, broker-dealers, and clearing agencies.The Complaint also charges violations of critical registration-related provisions of the federal securities laws: Further, the Complaint alleges that the defendants concealed the fact that it was commingling billions of dollars of investor assets and sending them to a third party, Merit Peak Limited, that is also owned by Zhao. (“BAM Management”) misled investors about non-existent trading controls over the Binance.US platform, while Sigma Chain engaged in manipulative trading that artificially inflated the platform’s trading volume. The SEC’s complaint further alleges that BAM Trading and BAM Management US Holdings, Inc. The SEC also alleges that Zhao and Binance exercise control of the platforms’ customers’ assets, permitting them to commingle customer assets or divert customer assets as they please, including to an entity Zhao owned and controlled called Sigma Chain. investors, Zhao and Binance secretly controlled the Binance.US platform’s operations behind the scenes. Further, the SEC alleges that, while Zhao and Binance publicly claimed that Binance.US was created as a separate, independent trading platform for U.S. customers to continue trading on the platform.

customers were restricted from transacting on, Zhao and Binance in reality subverted their own controls to secretly allow high-value U.S. (“BAM Trading”), which, together with Binance, operates the crypto asset trading platform, Binance.US and their founder, Changpeng Zhao, with a variety of securities law violations.Īmong other things, the SEC alleges that, while Zhao and Binance publicly claimed that U.S. (“Binance”), which operates the largest crypto asset trading platform in the world, U.S.-based affiliate, BAM Trading Services Inc. The Securities and Exchange Commission today charged Binance Holdings Ltd.

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