Its letter also stated that American CryptoFed’s Form 10 contained materially misleading statements and omissions. Specifically, the division noted that the firm claimed throughout in its registration form that Ducat and Locke were not securities. However, on the cover page, the firm identified its digital tokens as “securities to be registered pursuant to o Section 12(g) of the Exchange Act.”
Additionally, the division noted that the firm’s inconsistent statement regarding its supposed intention to distribute Ducat and Locke to the public using Form S-8, a registration form used for securities offered to employees. American CryptoFed wrote in its Form 10 that it will not have employees.
In a statement, SEC Enforcement Division, Cyber Unit Chief Kristina Littman said, “Issuers attempting to raise money from the public must provide the information necessary for investors to make informed decisions. We allege American CryptoFed made materially misleading statements and failed to provide legally required information in its registration form.”
