SEC v. Crowd Machine, Inc.; Metavine, Inc; and Craig Derel Sproule, No. 4:22-cv-0076-HSG, Northern District of California (Jan. 23, 2024) — Complaint

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SEC v. Crowd Machine, Inc., et al.
COMPLAINT
Adam B. Gottlieb (New York Bar No. 4399135)
[email protected]
(202) 551-8299

Attorney for Plaintiff
U.S. SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
Washington, DC 20549
Facsimile:  (301) 847-4705

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN JOSE DIVISION

U.S. SECURITIES AND EXCHANGE
COMMISSION,

      Plaintiff,

   v.

CROWD MACHINE, INC., METAVINE, INC, and
CRAIG DEREL SPROULE,

      Defendants,

and

METAVINE PTY. LTD.,

      Relief   Defendant.

Case No. ___________________

COMPLAINT

Plaintiff Securities and Exchange Commission (“SEC”), for its Complaint against
defendants Crowd Machine, Inc., Metavine, Inc., and Craig Derel Sproule (collectively,
“Defendants”), and relief defendant Metavine Pty. Ltd., alleges as follows:
SUMMARY OF THE ALLEGATIONS
 Between January and April 2018, defendant Craig Derel Sproule and his
company, Metavine, Inc., together with its subsidiaries Crowd Machine, Inc. and Crowd
Machine SEZC, raised more than $33 million from hundreds of investors in the United States
and abroad through a fraudulent and unregistered “initial coin offering” or “ICO” of digital asset
securities, which they called “Crowd Machine Compute Tokens” or “CMCTs.”

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SEC v. Crowd Machine, Inc., et al.
COMPLAINT
 Defendants represented that ICO proceeds would be used to fund the development
of a new technology—a “global decentralized” peer-to-peer network, or “Crowd Computer”—
that Defendants claimed would run their existing “no-code” application-development software
from a network of users’ own devices instead of traditional centralized servers.  Defendants
further represented that, once sold, CMCTs would be used by users to compensate device owners
for the use of their surplus processing power, as well as to pay software developers for making
available source code that users could compile into custom applications “with unparalleled
speed.”
 Defendants also represented that they would market this new technology, grow a
“community” of CMCT holders, and work to increase demand for the tokens, thereby increasing
the secondary market value of CMCTs on digital asset trading platforms.
 In reality, Defendants never operationalized the Crowd Computer, CMCT
purchasers were never able to use the tokens within the Crowd Computer ecosystem, and the
secondary market for CMCTs all but disappeared, along with any value that CMCTs might once
have held for token holders.
  To make matters worse, Defendants materially misrepresented how it intended to
use ICO proceeds.  Beginning during the ICO, Defendants sent more than $5.8 million to gold-
mining companies in South Africa, purportedly in the form of loans or in exchange for equity
interests in these mining operations.
 To date, Defendants have recovered almost none of the $5.8 million they
misappropriated, and the South African gold mining operations have returned no revenue.
 Despite claiming total ICO proceeds of over $40 million, at least $33 million of
which Defendants actually collected, Defendants now purport to lack sufficient capital to fund
continued operations, in no small part because of these undisclosed payments to gold-mining
companies with no connection to the underlying project for which Defendants purportedly
conducted the ICO in the first place.
 The CMCTs Defendants offered and sold to investors were “securities” under the
federal securities laws, which define “security” to include various investment vehicles, such as

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SEC v. Crowd Machine, Inc., et al.
COMPLAINT
stocks, bonds, and “investment contracts.”  Like the offer and sale of CMCTs, investment
contracts are transactions involving the investment of money in a common enterprise with a
reasonable expectation of profits to be derived from the entrepreneurial or managerial efforts of
others.  Numerous courts have found specifically that offers and sales of digital assets like
CMCTs are investment contracts, and therefore that such digital assets are “securities” under the
federal securities laws.
 Defendants never filed with the SEC a registration statement for their offer and
sale of CMCTs, and this offer and sale did not qualify for an exemption from the registration
requirements of the federal securities laws.
VIOLATIONS
 By virtue of the foregoing conduct and as alleged further herein, Defendants have
violated Sections 5(a) and (c) and 17(a) of the Securities Act of 1933 (“Securities Act”) [15
U.S.C. §§ 77e(a), 77e(c), and 77q(a)], Section 10(b) of the Securities Exchange Act of 1934
(“Exchange Act”) [15 U.S.C. §§ 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
 Unless Defendants are restrained and enjoined, they will engage in the acts,
practices, transactions, and courses of business set forth in this Complaint or in acts, practices,
transactions, and courses of business of similar type and object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
 The SEC brings this action pursuant to the authority conferred by Section 20 of
the Securities Act [15 U.S.C. § 77t(b)] and Sections 21(d)(1) and (d)(5) of the Exchange Act [15
U.S.C. §§ 78u(d)(1) and (d)(5)].
 The SEC seeks final judgments:
(a) permanently enjoining Defendants from violating the federal securities laws
and rules they are alleged by this Complaint to have violated;
(b) permanently enjoining Defendants from participating, directly or indirectly,
including, but not limited to, through any entity controlled by them, in any offering of
securities, including any digital asset security;

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SEC v. Crowd Machine, Inc., et al.
COMPLAINT
(c) imposing upon Defendants civil money penalties pursuant to Section 20(d) of
the Securities Act [15 U.S.C § 77t(d)] and Section 21(d)(3) of the Exchange Act [15
U.S.C. § 78u(d)(3)];
(d) requiring Defendants Crowd Machine, Inc. and Metavine, Inc. and Relief
Defendant Metavine Pty. Ltd., jointly and severally, to disgorge ill-gotten gains and to
pay prejudgment interest thereon;
(e) permanently prohibiting Sproule from serving as an officer or director of any
company that has a class of securities registered under Exchange Act Section 12 [15
U.S.C. § 78l] or that is required to file reports under Exchange Act Section 15(d) [15
U.S.C. § 78o(d)], pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and
Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)];
(f) requiring Defendants Crowd Machine, Inc. and Metavine, Inc.to undertake to
(i) permanently disable all Crowd Machine Compute Tokens (“CMCTs”) in their
possession or control within 10 days of the entry of the judgment, including any CMCTs
owned by, beneficially owned by, or held in the name of Sproule; (ii) publish notice of
the judgments on their websites and social media channels, in a form not unacceptable to
Commission staff, within 10 days of the entry of the judgment; and (iii) issue requests to
remove CMCTs from any further trading on all digital asset trading platforms where
CMCTs are or may be trading, including any that they previously contacted to request
trading of CMCTs, and publish notice of such requests on their websites and social media
channels, in a form not unacceptable to Commission staff, within 10 days of the entry of
the judgment; and
(g) requiring Sproule to undertake to cooperate with, and not object to, efforts by
Crowd Machine, Inc. and Metavine, Inc. to disable any CMCTs owned by, beneficially
owned by, or held in Sproule’s name.

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SEC v. Crowd Machine, Inc., et al.
COMPLAINT
JURISDICTION AND VENUE
 This Court has jurisdiction over this action pursuant to 28 U.S.C. § 1331, Sections
20(b), 20(d), and 22 of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v], and Sections
21(d), 21(e), and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].
 Defendants, directly and indirectly, have made use of the means or
instrumentalities of interstate commerce or of the mails in connection with the transactions, acts,
practices, and courses of business alleged herein.
 Venue in this district is proper pursuant to Section 22(a) of the Securities Act [15
U.S.C. § 77v(a)] and Section 27(a) of the Exchange Act [15 U.S.C. §78aa(a)].  At all relevant
times, defendants Metavine, Inc. and Crowd Machine, Inc. were headquartered in this District.
Many of Defendants’ transactions, acts, practices, and courses of business constituting the
violations alleged herein also occurred within this district.
DEFENDANTS
 Craig Derel Sproul, age 55, is a citizen of Australia.  Sproule is the founder,
principal, and controlling shareholder of Metavine, Inc.
 Metavine, Inc. was incorporated in 2013 in Delaware as “Wasp Software Inc.,”
which changed its name to Metavine, Inc. in 2014.  Its principal place of business is 100
Enterprise Way, Suite B104, in Scotts Valley, California.  Metavine, Inc. is controlled by Craig
Sproule, who holds approximately 30% of the equity in Metavine, Inc. and is its largest
shareholder.  Metavine, Inc.’s remaining equity appears to be divided primarily among private
equity firms and their privately held investment funds.
 Crowd Machine, Inc. was incorporated in Delaware in 2018 and is owned
entirely by Metavine, Inc.  It shares its principal place of business with Metavine, Inc., in Scotts
Valley, California.

RELIEF DEFENDANT
 Metavine Pty. Ltd. is an Australian proprietary limited company based in
Queensland, Australia, and is owned entirely by Metavine, Inc.  Metavine Pty. Ltd. has been

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SEC v. Crowd Machine, Inc., et al.
COMPLAINT
registered to conduct business in Australia under the names Metavine Australia and Crowd
Machine.
RELATED ENTITY
 Crowd Machine SEZC is a Cayman Islands special economic zone company
that is owned entirely by Metavine, Inc.  Crowd Machine SEZC is no longer operational and is
currently subject to voluntary liquidation proceedings under Cayman Islands law under the
control of independent, third-party liquidators.
FACTUAL ALLEGATIONS
A. Background on Digital Tokens
 An “initial coin offering” or “ICO” is a fundraising event in which unique digital
“coins” or “tokens” like CMCTs are offered and sold in exchange for consideration (often in the
form of virtual currency—most commonly Bitcoin and Ether—or fiat currency, such as U.S.
dollars).  The tokens are issued and distributed on a “blockchain,”
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 and may entitle its holders to
certain rights related to a venture underlying the ICO, such as rights to profits, shares of assets,
rights to use certain services provided by the issuer, and/or voting rights.
 ICOs are typically announced and promoted through public online channels and
promotional events and conferences.  To participate, investors are generally required to transfer
funds to the issuer’s address, online wallet, payment processor, or other account.
 At some point after the completion of the ICO, the issuer will distribute the tokens
to the participant’s unique “wallet” address on the blockchain.  Tokens are sometimes transferred
                                                            
 
 
 
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  A blockchain is a type of distributed ledger or peer-to-peer database that is spread across a
computer network and records all transactions in the network in theoretically unchangeable, digitally
recorded data packages called “blocks.”  Each block contains a batch of records of transactions, including
a timestamp and a reference to the previous block, so that the blocks together form a chain.  The system
relies on cryptographic techniques for securely recording transactions.  A blockchain can be shared and
accessed by anyone with appropriate permissions.  Some blockchains can record what are called “smart
contracts,” which are, essentially, computer programs designed to execute the terms of a contract when
certain triggering conditions are met.

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SEC v. Crowd Machine, Inc., et al.
COMPLAINT
between users, and may also be “listed” on online digital asset trading platforms, popularly
known as virtual currency, cryptocurrency, or “crypto” exchanges, which facilitate secondary
market transactions in which the tokens may be traded for other digital assets or bought with and
sold for fiat currencies.
B. Defendants’ Offer and Sale of CMCT Tokens
 Established in 2013 by Sproule, Metavine, Inc. is a technology company that
developed and distributed “zero-code” software intended to enable customers without computer
coding experience to assemble custom computer applications using preexisting components.
 In late-2017 and early-2018, Sproule established two new companies—Crowd
Machine SEZC and Crowd Machine, Inc., respectively—solely for the purpose of conducting an
initial coin offer.  These new companies were owned entirely by, and operated as divisions of,
Metavine, Inc., with no separate offices or employees, and employees of all three entities held
themselves out as working for what they themselves referred to as the “Crowd Machine Group”
(or “CMG”) without drawing any distinctions between the three legal entities.
 In November 2017, Defendants began marketing the initial coin offering of
Crowd Machine Compute Tokens or CMCTs as an effort to fund the creation and development of
a new technology—a decentralized “Crowd Computer”—to host Metavine’s zero-code software
and promote the development and exchange of software components using blockchain
technology.
 At all relevant times, defendants Metavine, Inc., Crowd Machine, Inc., and Crowd
Machine SEZC did business under the umbrella name “Crowd Machine,” and Defendants drew
no substantive distinction between actions undertaken on behalf of Metavine, Inc., Crowd
Machine, Inc., and/or Crowd Machine SEZC in connection with the CMCT ICO.
 Defendants used CMG’s website, hosted within the United States and accessible
at http://www.crowdmachine.com to internet users worldwide (including user in the United
States), to promote the CMCT ICO and distribute information and documentation to prospective
investors.

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SEC v. Crowd Machine, Inc., et al.
COMPLAINT
 Every page on CMG’s website and nearly every document made available
through this website displayed the same logo, copied below, which consisted of a multicolored
circular design adjacent to “Crowd Machine” in stylized text, without reference to any specific
legal entity or actual corporate name.

 The “Terms of Use” and “Privacy Policy” pages on CMG’s website began with
the following definition:  “Crowd Machine SEZC, Crowd Machine, Inc., and Metavine, Inc.
(collectively ‘Crowd Machine’, ‘we’, ‘us” or ‘our’),” leaving no doubt that all three entities were
operated jointly and did business under the general name, “Crowd Machine.”
 The more conversational “Frequently Asked Questions” page on CMG’s website
emphasized this point by including the following question, without any reference to the actual
legal names of the underlying entities: “Why is the name of the company Crowd Machine?”  In
response, CMG’s website stated, “The name reflects our commitment to enabling everyone in
the world, regardless of their location, to be rewarded for their participation in the decentralized
app economy.”
 As such, all relevant conduct of CMG personnel, including Sproule—who
directed and controlled all of CMG’s activities—was undertaken on behalf of, and attributable
to, Crowd Machine, Inc., Crowd Machine SEZC, and Metavine, Inc., without distinction, doing
business as “Crowd Machine.”
 According to “white papers” first posted to CMG’s website in November 2017
and authored by Sproule to “outline[] the current and future developments of Metavine. Inc.” and
solicit ICO investors, the “Crowd Computer,” as conceived, would solve two problems: “The
need for software apps is outpacing their creation, while at the same time, device memory and
processor capacity remains largely underutilized.”
 As marketed to investors, CMCTs would be used within the “Crowd Machine
Ecosystem” to reward “device owners participating on the Crowd Computer . . . each time their

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SEC v. Crowd Machine, Inc., et al.
COMPLAINT
devices’ computing resources are utilized to run app content, as well as software “developers
who place Patterns or apps into Crowd Share . . . each time that content is executed on the Crowd
Computer.”
 Although Metavine’s zero-code software was operational and in use at the time of
the ICO, it was hosted on centralized servers and users relied on application building blocks
developed and made available by Metavine, Inc.  The decentralized “Crowd Computer,” which
would purportedly incentivize the creation and exchange of new application components by
allowing contributors to earn CMCTs, did not exist and, therefore, CMCTs had no use at the time
they were offered.
 Defendants also marketed the CMCT ICO through messaging applications, like
Telegram, and on social media platforms hosted in and accessible to users in the United States,
including Facebook, Twitter, Medium, and YouTube.
 A running list of all social media platforms Defendants used to market the CMCT
ICO was compiled by CMG personnel and regularly broadcast to all members of the “Official
Crowd Machine Telegram Group.”
 This social media list was also “pinned” within the Telegram channel to keep it
readily accessible to interested parties.  Copied below is a Telegram post by one of CMG’s

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SEC v. Crowd Machine, Inc., et al.
COMPLAINT
authorized Telegram administrators using the Telegram username “Crowd Machine,” with an
example of this social media list from December 6, 2017.

 CMG personnel, including Sproule, also participated in and hosted live in-person
events in the United States, as well as live-streamed “webinars” to promote the CMCT ICO and
generate interest in the underlying technology.
 As described in the white papers, the CMCT ICO would be held in two phases.
Between January 28 and April 20, 2018, in what Defendants called a “private presale”
(hereinafter, the “First Phase”), CMG and Sproule would offer CMCTs through “Simple
Agreements for Future Tokens” (“SAFTs”).  These SAFTs, which Defendants have
acknowledged were investment contracts, entitled investors to an unspecified allotment of
CMCTs, once issued, in exchange for the a payment of Ether, Bitcoin, or U.S. dollars.
 Pursuant to the terms of the SAFTs they executed, First Phase investors would
receive their token allotments once tokens were distributed to the general public, with the
amount of their allotment to be determined based on an “exchange rate” or token valuation to be
determined twenty days after public token distribution.

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SEC v. Crowd Machine, Inc., et al.
COMPLAINT
 Notably, First Phase investors were allocated “bonus” CMCTs, calculated as a
percentage of their total purchase, which ranged from 100% to 400% based on the date of their
investment.  In other words, investors who executed SAFTs early enough to receive a 400%
bonus were promised four additional CMCTs for every one CMCT they paid for.  These bonuses
effectively slashed the per-token price paid by First Phase investors as compared with the price
paid by later purchasers.
 At the same time, between April 1 and April 20, 2018, CMG and Sproule also
began offering and selling CMCTs on less favorable terms in what they called a “public presale”
(hereinafter, the “Second Phase”).
 Purchasers in the Second Phase did not execute SAFTs, and those who purchased
tokens within the first ten days received a bonus, which, at 50%, was significantly lower than the
bonuses awarded to First Phase purchasers.  Thus, Second Phase investors paid up to five times
the price for each CMCT as did early First Phase investors.
 In an apparent effort to avoid or circumvent the registration requirements of the
federal securities laws, Defendants claimed publicly that the First Phase of the ICO was limited
to foreign investors and accredited investors in the United States.  Defendants also claimed
publicly that participation in the First Phase required a minimum investment of $100,000.  In
reality, neither of these claims were true.
 To secure the bonuses offered to First Phase investors, groups of investors—
known in the digital asset community as “ICO Pools”—pooled resources to meet the $100,000
threshold and transferred them to accredited investors who then purchased CMCTs on their
behalf in the First Phase of the ICO.
 These ICO pools included U.S. investors, who were not required to and did not
verify their identities or establish their accredited status before investing in the ICO.
 Defendants were aware that investors representing ICO Pools purchased CMCTs
in the First Phase of the ICO on behalf of their underlying investors, but did not require or even
request documentation to ascertain or confirm the underlying investors’ identities or their

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SEC v. Crowd Machine, Inc., et al.
COMPLAINT
accredited status.  In some instances, CMG employees and agents knowingly solicited and
facilitated investments by these ICO pools.
 In fact, Sproule himself served as the representative of at least two ICO Pools, and
as such, he collected funds, executed SAFTs, and received CMCTs on behalf of the individual
investors, to whom he subsequently distributed them.  Neither Sproule nor other CMG
employees or agents required or requested from the underlying investors in these ICO Pools
documentation to ascertain or confirm their identities or accredited status.  Instead, Sproule
provided CMG only with an image of his passport to prove his own identity and documents
establishing his own accredited status.
 In the Second Phase, neither CMG nor Sproule purported to limit participation to
accredited investors, and they made no public statements even suggesting that U.S. investors
were to be excluded.  In fact, CMG personnel repeatedly wrote in CMG’s Telegram channel that
U.S. investors could participate in Phase 2 of the ICO, regardless of accredited status.
 In total, Defendants claimed to have raised the equivalent of USD $40.7 million
through the sale of CMCTs to over 900 investors ICO, nearly all of which came from First Phase
participants.
 In addition, $7.25 million of the proceeds CMG purportedly raised during the ICO
was attributed to a single purchase—by far, the largest single purchase by any ICO investor—by
a Malaysian gold mining company, but only $250,000 was actually collected from this purchaser.
The remaining $7.25 million, which CMG appears to have extended to the purchaser in credit,
was never received, and the corresponding CMCTs were never distributed.
 Thus, actual proceeds from CMCT sales appear to have been less than the $40.7
million that CMG and Sproule claimed to have raised.  Based on the market values of ETH and
BTC at the time of the ICO, CMG actually collected the equivalent of only USD $33.5 million.

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C. Purchasers Had a Reasonable Expectation of Future Profits Derived From the
Entrepreneurial Efforts of CMG and Sproule
 Defendants’ offering materials, including two versions of a document titled
“Crowd Machine Compute Token (‘CMCT’) Sale Structure” aimed at First Phase and Second
Phase investors, represented that ICO proceeds would be used for “[s]ustaining engineering and
feature enhancement of the [Crowd Computer technology], [Development of a global developer
community, [s]ales and marketing, [p]roduct and community support, [and[ [o]ther normal
business functions, and was accompanied by the following graphic:

 In these and other documents, Defendants emphasized that the “success of the
project” was dependent on the “sales and marketing” efforts of CMG’s management and
employees to “establish[] a recognized brand to engender global community participation” and
“promote the project and product consumption,” which would increase demand for CMCTs.
 CMG explicitly compared its project to Amazon Web Services and Microsoft
Azure, and then projected the future value of CMCTs based on Amazon Web Services’ success,
stating the token could be worth anywhere from $10-$600 per token “excluding the speculative
pricing of CMCTs on secondary markets” and “$295/CMCT” was the “target price at full

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SEC v. Crowd Machine, Inc., et al.
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utilization of the network.  In contrast, most investors who purchased CMCTs in the ICO paid
the equivalent of between $0.03 and $0.22 per token (accounting for any bonus tokens awarded),
and the trading price of CMCTs on secondary digital asset trading platforms never exceeded
$0.18 per token.
 CMG and Sproule represented throughout the offering that CMG would work to
develop and promote its “community” as well as its technology.  They made several statements
linking the success of the ICO to the development of CMG’s technology and underlying
community and touted on its website the qualifications of the management team undertaking
these efforts.
 In offering materials, CMG stated that it would create “Crowd Machine centers of
excellence” to “promote the Crowd Machine brand,” which, it stated, would lead to “the
successful adoption of [the Crowd Machine] technology.”
 In one Facebook post promoting the ICO, CMG wrote, “[i]ts [sic] important to
know WHO you are investing in when you invest in a product.  Meet Craig Sproule - the man
behind the Machine.”  CMG included a link to Sproule’s biography, touting his 30 years of
technical experience.
 In addition, Defendants deliberately capped the total amount of CMCTs, which
they claimed would create a “reservation demand for investment (speculation)” that could cause
the token to “appreciate significantly.”
 To enable investors to profit from such appreciation, CMG also promised that it
would work to create a secondary market for trading in CMCTs.  In an interview posted on
YouTube during the offering, Sproule stated that “we expect” the token to be listed on
“secondary exchanges.”  CMG and Sproule also stated in Offering Documents that it had to be
“cautious” due to “regulatory restrictions surrounding solicitation to exchanges,” but confirmed
CMG’s “intent is to use listing on regulatory secondary marketplaces” for CMCTs.  CMG further
acknowledged that First Phase participants expected “the relevant liquidity to exit their position
in CMT [sic]” and “SAFT investors provide investment (as a security) for the purpose of
obtaining a significant ROI.”

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SEC v. Crowd Machine, Inc., et al.
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 CMG also enticed investors by misleadingly touting the already-successful
development the project’s underlying technology as indicative of future success.  In offering
materials and on social media, CMG claimed that its technology had been “battle tested” by
“Fortune 500 companies” including GE and Anthem.  In a newsletter sent to prospective
investors, CMG wrote that “ICO’s [sic] for companies who don’t have a product yet are all about
financial speculation – investing in an idea.”  “In contrast,” Crowd Machine claimed to “have a
live, commercial product that we really want our loyal users and community members to be able
to invest in.”
 In reality, none of the technology related to the Crowd Computer was functional,
and the only technology that had been “battle tested” by any third parties was Metavine, Inc.’s
existing application development software
 Based on these statements, it is no surprise that many investors who purchased
CMCTs in the ICO did so primarily because they hoped that the tokens would appreciate, and
they felt confident that they would profit both because of CMG’s representations regarding the
state of its existing technology in use by Fortune 500 companies, as well as promises that
experienced management would undertake to build the Crowd Computer community, increase
demand for CMCTs, list CMCTs on secondary markets, and work towards realizing investors’
expectation of a “significant ROI.”
 The “Crowd Computer” platform was, after all, expected to be the only place that
CMCTs could be used.  Yet despite raising millions from CMCT purchasers to develop this
platform, CMG never ultimately operationalized its “crowd computer,” and thus CMCT holders
have never been able to use the tokens for any purpose.

D. Defendants’ Offers and Sales of CMCTs were Illegal Unregistered
Offers and Sales of Securities
 The CMCT offering was an offer and sale of “securities” as defined by Section
2(a)(1) of the Securities Act because it constituted the offer and sale of investment contracts.
 As detailed above, Defendants offered and sold CMCTs as part of a general
solicitation that included investors in the United States, and took no steps to ascertain or verify

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SEC v. Crowd Machine, Inc., et al.
COMPLAINT
the accredited status of U.S. persons who invested as part of ICO pools or in the Second Phase of
the offering.  Investors, including U.S. investors, purchased their CMCTs in exchange for value,
by transferring to CMG either U.S. dollars or digital assets like ETH or BTC.
 Also as detailed above, CMCT purchasers bought into a common enterprise—the
Crowd Machine “community”—and from their investment in the Crowd Machine ecosystem.
CMG and Sproule represented that they would use the proceeds of the CMCT offering to build
an ecosystem that would create demand for CMCTs, which CMG and Sproule said would
increase their value.
 As shown above, CMG and Sproule made numerous statements that gave rise to
token purchasers’ reasonable expectation that they would profit from the success of CMG’s
efforts to develop the ecosystem and related rise in the value of CMCTs.
 Investors’ profits were to be derived from the significant entrepreneurial and
managerial efforts of others—specifically Sproule, CMG, and their agents—who were to create
the ecosystem that would increase the value of CMCTs and facilitate secondary market trading.
 The CMCT offering was structured to encourage speculative purchases, as the
tokens had no use at the time of the offering.  Indeed, investors’ expectations were validated by
CMG’s and Sproule’s statements on social media and Internet forums, where both described how
the demand created by the Crowd Machine ecosystem combined with the scarcity of the CMCTs
would increase the value of the tokens.
 Each defendant directly and/or indirectly offered and sold CMCTs, engaged in
steps necessary to the public distribution of the CMCT, and was a necessary participant in the
offering of CMCTs.
 Absent  an  applicable  exemption,  the  Securities  Act  prohibited  Defendants  from
offering or selling CMCTs without first registering them with the SEC.
 At the time of ICO, no registration statement had been filed as to the sale of
CMCTs tokens, and no registration statement was in effect as to the sale of those tokens.
 Defendants offered and sold CMCTs tokens without any exemption from the
registration requirement.

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SEC v. Crowd Machine, Inc., et al.
COMPLAINT

E. Defendants Made Material Misrepresentations about their
Use of ICO Proceeds

 During and in connection with the unregistered offer and sale of CMCT tokens,
Defendants Sproule, along with Metavine, Inc. and Crowd Machine, Inc., through Sproule and
other CMG personnel, made a number of materially false and misleading statements to potential
and actual investors.
 Contrary to CMG’s representations, CMG—at Sproule’s direction—allocated a
significant portion of the ICO proceeds to endeavors that were entirely unrelated to the
development and marketing of the Crowd Computer technology, the creation of an ecosystem in
which CMCTs could be used, or even efforts to increase demand for CMCTs to promote trading
on secondary markets.
 For example, in April 2018 just as investors were transferring significant sums to
CMG’s digital asset wallets, CMG began transferring at least $5.8 million to foreign gold mining
companies, predominantly in South Africa.
 CMG and the receiving parties treated some of these payments as loans, with the
principal to be repaid over time, with interest.  To date, almost none of the funds have been
repaid.
 Other payments were made for the purpose of securing for Metavine, Inc., Crowd
Machine, Inc., and Crowd Machine SEZC equity interests in South African gold mining
operations.  To date, these investments have failed to produce for CMG any revenue, and efforts
to sell or otherwise monetize these interests have failed.
 At no point had CMG or Sproule ever disclosed that it intended to pay ICO
proceeds to foreign gold mining entities for any reason, and this information would have been
material to ICO investors’ decisions about whether to purchase CMCTs.

F. Defendants Obtained Money and Property, and Relief Defendant Received Ill-
Gotten Gains, as a Result of Defendants’ Violations
 Defendants obtained money or property as a result of their untrue and misleading
statements of material fact in their offer and sale of CMCT tokens.

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SEC v. Crowd Machine, Inc., et al.
COMPLAINT
 Metavine, Inc., Crowd Machine, Inc., and Crowd Machine SEZC, collectively,
received Ether, Bitcoin, and U.S. currency totaling more than $33.5 million from CMTC
investors in the ICO.
 These funds were paid by investors to digital asset wallets and bank accounts
under the joint control of Metavine, Inc., Crowd Machine, Inc., and Crowd Machine SEZC.
 At all relevant times, Sproule exercised exclusive control over these ICO
proceeds.
 All three of these entities routinely commingled assets and jointly utilized the
same bank accounts in the course of their regular operations, and no clear delineations were
made as to the ownership of the ICO proceeds.
 In addition, funds were routinely transferred among and between bank accounts in
the name of these entities, as well as accounts in the name of Relief Defendant Metavine Pty.
Ltd. depending on the distribution of funds between these affiliates at any given time.
 During and after the ICO, Relief Defendant Metavine Pty. Ltd. received at least
thirty separate funds transfers from Metavine, Inc., Crowd Machine, Inc., and/or Crowd Machine
SEZC, totaling at least $5 million.  These funds necessarily included ill-gotten gains from the
fraudulent and unregistered ICO, as the total amount received greatly exceeded what could
reasonably be attributed to Metavine Pty. Ltd.’s earned revenue.  Accordingly, Metavine Pty. Ltd
received illegally obtained funds but has no legitimate claim to them.
FIRST CLAIM FOR RELIEF
Violation of Sections 5(a) and 5(c) of the Securities Act
(All Defendants)
 The SEC re-alleges and incorporates by reference each and every allegation in
paragraphs 1 through 89, inclusive, as if they were fully set forth herein.
 The U.S. securities laws require that companies disclose certain information
through the registration with the SEC of the offer or sale of securities.
 For the reasons detailed above, the CMTCs were securities, no registration
statement was in effect as to the CMTCs, and no exemption from registration applied.

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19
 
SEC v. Crowd Machine, Inc., et al.
COMPLAINT
 By the conduct described above, Defendants, 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 transportation, securities as to which no registration statement was
in effect; or (iii) made use of means or instruments of transportation or communication in
interstate commerce or of the mails to offer to sell or offer to buy, through the use or medium of
a prospectus or otherwise, securities as to which no registration statement had been filed
 By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
violated, and unless enjoined, will again violate Securities Act Sections 5(a) and 5(c) [15 U.S.C.
§§ 77e(a) and (c)].  By engaging in the conduct described above, defendants offered and sold
securities without a registration statement in effect and without an exemption from the
registration requirement.
SECOND CLAIM FOR RELIEF
Violation of Section 17(a) of the Securities Act
(All Defendants)
 The SEC re-alleges and incorporates by reference each and every allegation in
paragraphs 1 through 89, inclusive, as if they were fully set forth herein.
 By the conduct described above, Defendants, directly or indirectly, singly or in
concert, in the offer or sale of securities and by the use of the means or instruments of
transportation or communication in interstate commerce or the mails, (1) knowingly or recklessly
employed one or more devices, schemes or artifices to defraud, (2) knowingly, recklessly, or
negligently obtained money or property by means of one or more untrue statements of a material
fact or omissions of a material fact necessary in order to make the statements made, in light of
the circumstances under which they were made, not misleading, and/or (3) knowingly, recklessly,
or negligently engaged in one or more transactions, practices, or courses of business which
operated or would operate as a fraud or deceit upon the purchaser

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SEC v. Crowd Machine, Inc., et al.
COMPLAINT
 By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
have violated, and unless enjoined, will again violate, Securities Act Section 17(a) [15 U.S.C.
§77q(a)].
THIRD CLAIM FOR RELIEF
Violation of Section 10(b) of the Securities Act and Rule 10b-5 Thereunder
(All Defendants)
 The SEC re-alleges and incorporates by reference each and every allegation in
paragraphs 1 through 89, inclusive, as if they were fully set forth herein.
 By the conduct described above, Defendants, directly or indirectly, singly or in
concert, in connection with the purchase or sale of securities and by the use of means or
instrumentalities of interstate commerce, or the mails, or the facilities of a national securities
exchange, knowingly or recklessly (i) employed one or more devices, schemes, or artifices to
defraud, (ii) made one or more untrue statements of a material fact or omitted to state one or
more material facts necessary in order to make the statements made, in light of the circumstances
under which they were made,  not misleading, and/or (iii) engaged in one or more acts, practices,
or courses of business which operated or would operate as a fraud or deceit upon other persons.
 By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
have violated, and unless enjoined, will again violate, Exchange Act Section 10(b) [15 U.S.C. §
78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that this Court enter a final judgment:
I.
Permanently restraining and enjoining Defendants from violating Sections 5 and 17(a) of
the Securities Act, and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder;
II.
Permanently restraining and enjoining Defendants from participating, directly or
indirectly, including, but not limited to, through any entity controlled by them, in any offering of
securities, including any digital asset security, provided, however, that such injunction shall not

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SEC v. Crowd Machine, Inc., et al.
COMPLAINT
prevent Sproule from purchasing or selling securities, including any digital asset security, for his
own personal account;
III.
Ordering Defendants to pay civil penalties pursuant to Section 20(d) of the Securities Act
[15 U.S.C. § 77t(d)]; and
IV.
Ordering Defendants Crowd Machine, Inc. and Metavine, Inc, and Relief Defendant
Metavine Pty. Ltd., to disgorge all ill-gotten gains or unjust enrichment derived from the
activities set forth in this Complaint, together with prejudgment interest thereon;
V.
Prohibiting Sproule from acting as an officer or director of any public company; and

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SEC v. Crowd Machine, Inc., et al.
COMPLAINT
VI.
 Ordering Defendants to permanently disable all CMCTs in their possession or
control, publish notice of the judgment on their websites and social media channels, in a form not
unacceptable to Commission staff, and issue requests to remove CMCTs from any further trading
on all digital asset trading platforms where CMCTs are or may be trading, including any that
they previously contacted to request trading of CMCTs, and publish notice of such requests on
their websites and social media channels.

Dated:  January 6, 2022   Respectfully submitted,
   
       /s/ Adam B. Gottlieb     
      Adam B. Gottlieb (New York Bar No. 4399135)
                                                                        [email protected]
                                                                        (202)            551-8299

Attorney for Plaintiff
U.S. Securities and Exchange Commission
Division of Enforcement
100 F Street, NE
Washington, DC 20549
Facsimile:  (301) 847-4705

Of Counsel:

Paul Kim
Laura D’Allaird
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

Adam B. Gottlieb (New York Bar No. 4399135) 
[email protected] 
(202) 551-8299 
 
Attorney for Plaintiff 
U.S. SECURITIES AND EXCHANGE COMMISSION 
100 F Street, NE 
Washington, DC 20549 
Facsimile:  (301) 847-4705 

 
UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 
SAN JOSE DIVISION 

 
U.S. SECURITIES AND EXCHANGE 
COMMISSION, 
 
  Plaintiff, 
 
 v. 
 
CROWD MACHINE, INC., METAVINE, INC, and 
CRAIG DEREL SPROULE,   
 
  Defendants, 
 
and 
 
METAVINE PTY. LTD.,  
 
  Relief Defendant. 
 
 

 
 
 
 
 
Case No. ___________________ 
 
COMPLAINT 
 
 

 

Plaintiff Securities and Exchange Commission (“SEC”), for its Complaint against 

defendants Crowd Machine, Inc., Metavine, Inc., and Craig Derel Sproule (collectively, 

“Defendants”), and relief defendant Metavine Pty. Ltd., alleges as follows: 

SUMMARY OF THE ALLEGATIONS 

 Between January and April 2018, defendant Craig Derel Sproule and his 

company, Metavine, Inc., together with its subsidiaries Crowd Machine, Inc. and Crowd 

Machine SEZC, raised more than $33 million from hundreds of investors in the United States 

and abroad through a fraudulent and unregistered “initial coin offering” or “ICO” of digital asset 

securities, which they called “Crowd Machine Compute Tokens” or “CMCTs.” 

Case 5:22-cv-00076   Document 1   Filed 01/06/22   Page 1 of 22



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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

 Defendants represented that ICO proceeds would be used to fund the development 

of a new technology—a “global decentralized” peer-to-peer network, or “Crowd Computer”—

that Defendants claimed would run their existing “no-code” application-development software 

from a network of users’ own devices instead of traditional centralized servers.  Defendants 

further represented that, once sold, CMCTs would be used by users to compensate device owners 

for the use of their surplus processing power, as well as to pay software developers for making 

available source code that users could compile into custom applications “with unparalleled 

speed.” 

 Defendants also represented that they would market this new technology, grow a 

“community” of CMCT holders, and work to increase demand for the tokens, thereby increasing 

the secondary market value of CMCTs on digital asset trading platforms. 

 In reality, Defendants never operationalized the Crowd Computer, CMCT 

purchasers were never able to use the tokens within the Crowd Computer ecosystem, and the 

secondary market for CMCTs all but disappeared, along with any value that CMCTs might once 

have held for token holders.  

  To make matters worse, Defendants materially misrepresented how it intended to 

use ICO proceeds.  Beginning during the ICO, Defendants sent more than $5.8 million to gold-

mining companies in South Africa, purportedly in the form of loans or in exchange for equity 

interests in these mining operations. 

 To date, Defendants have recovered almost none of the $5.8 million they 

misappropriated, and the South African gold mining operations have returned no revenue.   

 Despite claiming total ICO proceeds of over $40 million, at least $33 million of 

which Defendants actually collected, Defendants now purport to lack sufficient capital to fund 

continued operations, in no small part because of these undisclosed payments to gold-mining 

companies with no connection to the underlying project for which Defendants purportedly 

conducted the ICO in the first place. 

 The CMCTs Defendants offered and sold to investors were “securities” under the 

federal securities laws, which define “security” to include various investment vehicles, such as 

Case 5:22-cv-00076   Document 1   Filed 01/06/22   Page 2 of 22



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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

stocks, bonds, and “investment contracts.”  Like the offer and sale of CMCTs, investment 

contracts are transactions involving the investment of money in a common enterprise with a 

reasonable expectation of profits to be derived from the entrepreneurial or managerial efforts of 

others.  Numerous courts have found specifically that offers and sales of digital assets like 

CMCTs are investment contracts, and therefore that such digital assets are “securities” under the 

federal securities laws. 

 Defendants never filed with the SEC a registration statement for their offer and 

sale of CMCTs, and this offer and sale did not qualify for an exemption from the registration 

requirements of the federal securities laws. 

VIOLATIONS 

 By virtue of the foregoing conduct and as alleged further herein, Defendants have 

violated Sections 5(a) and (c) and 17(a) of the Securities Act of 1933 (“Securities Act”) [15 

U.S.C. §§ 77e(a), 77e(c), and 77q(a)], Section 10(b) of the Securities Exchange Act of 1934 

(“Exchange Act”) [15 U.S.C. §§ 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

 Unless Defendants are restrained and enjoined, they will engage in the acts, 

practices, transactions, and courses of business set forth in this Complaint or in acts, practices, 

transactions, and courses of business of similar type and object. 

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

 The SEC brings this action pursuant to the authority conferred by Section 20 of 

the Securities Act [15 U.S.C. § 77t(b)] and Sections 21(d)(1) and (d)(5) of the Exchange Act [15 

U.S.C. §§ 78u(d)(1) and (d)(5)]. 

 The SEC seeks final judgments:  

(a) permanently enjoining Defendants from violating the federal securities laws 

and rules they are alleged by this Complaint to have violated;  

(b) permanently enjoining Defendants from participating, directly or indirectly, 

including, but not limited to, through any entity controlled by them, in any offering of 

securities, including any digital asset security;  

Case 5:22-cv-00076   Document 1   Filed 01/06/22   Page 3 of 22



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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

(c) imposing upon Defendants civil money penalties pursuant to Section 20(d) of 

the Securities Act [15 U.S.C § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 

U.S.C. § 78u(d)(3)];  

(d) requiring Defendants Crowd Machine, Inc. and Metavine, Inc. and Relief 

Defendant Metavine Pty. Ltd., jointly and severally, to disgorge ill-gotten gains and to 

pay prejudgment interest thereon;  

(e) permanently prohibiting Sproule from serving as an officer or director of any 

company that has a class of securities registered under Exchange Act Section 12 [15 

U.S.C. § 78l] or that is required to file reports under Exchange Act Section 15(d) [15 

U.S.C. § 78o(d)], pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and 

Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)];  

(f) requiring Defendants Crowd Machine, Inc. and Metavine, Inc.to undertake to 

(i) permanently disable all Crowd Machine Compute Tokens (“CMCTs”) in their 

possession or control within 10 days of the entry of the judgment, including any CMCTs 

owned by, beneficially owned by, or held in the name of Sproule; (ii) publish notice of 

the judgments on their websites and social media channels, in a form not unacceptable to 

Commission staff, within 10 days of the entry of the judgment; and (iii) issue requests to 

remove CMCTs from any further trading on all digital asset trading platforms where 

CMCTs are or may be trading, including any that they previously contacted to request 

trading of CMCTs, and publish notice of such requests on their websites and social media 

channels, in a form not unacceptable to Commission staff, within 10 days of the entry of 

the judgment; and  

(g) requiring Sproule to undertake to cooperate with, and not object to, efforts by 

Crowd Machine, Inc. and Metavine, Inc. to disable any CMCTs owned by, beneficially 

owned by, or held in Sproule’s name. 

Case 5:22-cv-00076   Document 1   Filed 01/06/22   Page 4 of 22



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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

JURISDICTION AND VENUE 

 This Court has jurisdiction over this action pursuant to 28 U.S.C. § 1331, Sections 

20(b), 20(d), and 22 of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v], and Sections 

21(d), 21(e), and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].   

 Defendants, directly and indirectly, have made use of the means or 

instrumentalities of interstate commerce or of the mails in connection with the transactions, acts, 

practices, and courses of business alleged herein. 

 Venue in this district is proper pursuant to Section 22(a) of the Securities Act [15 

U.S.C. § 77v(a)] and Section 27(a) of the Exchange Act [15 U.S.C. §78aa(a)].  At all relevant 

times, defendants Metavine, Inc. and Crowd Machine, Inc. were headquartered in this District.  

Many of Defendants’ transactions, acts, practices, and courses of business constituting the 

violations alleged herein also occurred within this district. 

DEFENDANTS 

 Craig Derel Sproul, age 55, is a citizen of Australia.  Sproule is the founder, 

principal, and controlling shareholder of Metavine, Inc. 

 Metavine, Inc. was incorporated in 2013 in Delaware as “Wasp Software Inc.,” 

which changed its name to Metavine, Inc. in 2014.  Its principal place of business is 100 

Enterprise Way, Suite B104, in Scotts Valley, California.  Metavine, Inc. is controlled by Craig 

Sproule, who holds approximately 30% of the equity in Metavine, Inc. and is its largest 

shareholder.  Metavine, Inc.’s remaining equity appears to be divided primarily among private 

equity firms and their privately held investment funds.    

 Crowd Machine, Inc. was incorporated in Delaware in 2018 and is owned 

entirely by Metavine, Inc.  It shares its principal place of business with Metavine, Inc., in Scotts 

Valley, California. 
 

RELIEF DEFENDANT 

 Metavine Pty. Ltd. is an Australian proprietary limited company based in 

Queensland, Australia, and is owned entirely by Metavine, Inc.  Metavine Pty. Ltd. has been 

Case 5:22-cv-00076   Document 1   Filed 01/06/22   Page 5 of 22



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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

registered to conduct business in Australia under the names Metavine Australia and Crowd 

Machine.  

RELATED ENTITY 

 Crowd Machine SEZC is a Cayman Islands special economic zone company 

that is owned entirely by Metavine, Inc.  Crowd Machine SEZC is no longer operational and is 

currently subject to voluntary liquidation proceedings under Cayman Islands law under the 

control of independent, third-party liquidators.     

FACTUAL ALLEGATIONS 

A. Background on Digital Tokens 

 An “initial coin offering” or “ICO” is a fundraising event in which unique digital 

“coins” or “tokens” like CMCTs are offered and sold in exchange for consideration (often in the 

form of virtual currency—most commonly Bitcoin and Ether—or fiat currency, such as U.S. 

dollars).  The tokens are issued and distributed on a “blockchain,”1 and may entitle its holders to 

certain rights related to a venture underlying the ICO, such as rights to profits, shares of assets, 

rights to use certain services provided by the issuer, and/or voting rights.   

 ICOs are typically announced and promoted through public online channels and 

promotional events and conferences.  To participate, investors are generally required to transfer 

funds to the issuer’s address, online wallet, payment processor, or other account.   

 At some point after the completion of the ICO, the issuer will distribute the tokens 

to the participant’s unique “wallet” address on the blockchain.  Tokens are sometimes transferred 

                                                            
 

 

 

1  A blockchain is a type of distributed ledger or peer-to-peer database that is spread across a 
computer network and records all transactions in the network in theoretically unchangeable, digitally 
recorded data packages called “blocks.”  Each block contains a batch of records of transactions, including 
a timestamp and a reference to the previous block, so that the blocks together form a chain.  The system 
relies on cryptographic techniques for securely recording transactions.  A blockchain can be shared and 
accessed by anyone with appropriate permissions.  Some blockchains can record what are called “smart 
contracts,” which are, essentially, computer programs designed to execute the terms of a contract when 
certain triggering conditions are met. 

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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

between users, and may also be “listed” on online digital asset trading platforms, popularly 

known as virtual currency, cryptocurrency, or “crypto” exchanges, which facilitate secondary 

market transactions in which the tokens may be traded for other digital assets or bought with and 

sold for fiat currencies.   

B. Defendants’ Offer and Sale of CMCT Tokens 

 Established in 2013 by Sproule, Metavine, Inc. is a technology company that 

developed and distributed “zero-code” software intended to enable customers without computer 

coding experience to assemble custom computer applications using preexisting components.   

 In late-2017 and early-2018, Sproule established two new companies—Crowd 

Machine SEZC and Crowd Machine, Inc., respectively—solely for the purpose of conducting an 

initial coin offer.  These new companies were owned entirely by, and operated as divisions of, 

Metavine, Inc., with no separate offices or employees, and employees of all three entities held 

themselves out as working for what they themselves referred to as the “Crowd Machine Group” 

(or “CMG”) without drawing any distinctions between the three legal entities.  

 In November 2017, Defendants began marketing the initial coin offering of 

Crowd Machine Compute Tokens or CMCTs as an effort to fund the creation and development of 

a new technology—a decentralized “Crowd Computer”—to host Metavine’s zero-code software 

and promote the development and exchange of software components using blockchain 

technology.  

 At all relevant times, defendants Metavine, Inc., Crowd Machine, Inc., and Crowd 

Machine SEZC did business under the umbrella name “Crowd Machine,” and Defendants drew 

no substantive distinction between actions undertaken on behalf of Metavine, Inc., Crowd 

Machine, Inc., and/or Crowd Machine SEZC in connection with the CMCT ICO. 

 Defendants used CMG’s website, hosted within the United States and accessible 

at http://www.crowdmachine.com to internet users worldwide (including user in the United 

States), to promote the CMCT ICO and distribute information and documentation to prospective 

investors. 

Case 5:22-cv-00076   Document 1   Filed 01/06/22   Page 7 of 22



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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

 Every page on CMG’s website and nearly every document made available 

through this website displayed the same logo, copied below, which consisted of a multicolored 

circular design adjacent to “Crowd Machine” in stylized text, without reference to any specific 

legal entity or actual corporate name. 

 

 

 

 The “Terms of Use” and “Privacy Policy” pages on CMG’s website began with 

the following definition:  “Crowd Machine SEZC, Crowd Machine, Inc., and Metavine, Inc. 

(collectively ‘Crowd Machine’, ‘we’, ‘us” or ‘our’),” leaving no doubt that all three entities were 

operated jointly and did business under the general name, “Crowd Machine.”  

 The more conversational “Frequently Asked Questions” page on CMG’s website 

emphasized this point by including the following question, without any reference to the actual 

legal names of the underlying entities: “Why is the name of the company Crowd Machine?”  In 

response, CMG’s website stated, “The name reflects our commitment to enabling everyone in 

the world, regardless of their location, to be rewarded for their participation in the decentralized 

app economy.”    

 As such, all relevant conduct of CMG personnel, including Sproule—who 

directed and controlled all of CMG’s activities—was undertaken on behalf of, and attributable 

to, Crowd Machine, Inc., Crowd Machine SEZC, and Metavine, Inc., without distinction, doing 

business as “Crowd Machine.”  

 According to “white papers” first posted to CMG’s website in November 2017 

and authored by Sproule to “outline[] the current and future developments of Metavine. Inc.” and 

solicit ICO investors, the “Crowd Computer,” as conceived, would solve two problems: “The 

need for software apps is outpacing their creation, while at the same time, device memory and 

processor capacity remains largely underutilized.” 

 As marketed to investors, CMCTs would be used within the “Crowd Machine 

Ecosystem” to reward “device owners participating on the Crowd Computer . . . each time their 

Case 5:22-cv-00076   Document 1   Filed 01/06/22   Page 8 of 22



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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

devices’ computing resources are utilized to run app content, as well as software “developers 

who place Patterns or apps into Crowd Share . . . each time that content is executed on the Crowd 

Computer.”  

 Although Metavine’s zero-code software was operational and in use at the time of 

the ICO, it was hosted on centralized servers and users relied on application building blocks 

developed and made available by Metavine, Inc.  The decentralized “Crowd Computer,” which 

would purportedly incentivize the creation and exchange of new application components by 

allowing contributors to earn CMCTs, did not exist and, therefore, CMCTs had no use at the time 

they were offered.  

 Defendants also marketed the CMCT ICO through messaging applications, like 

Telegram, and on social media platforms hosted in and accessible to users in the United States, 

including Facebook, Twitter, Medium, and YouTube. 

 A running list of all social media platforms Defendants used to market the CMCT 

ICO was compiled by CMG personnel and regularly broadcast to all members of the “Official 

Crowd Machine Telegram Group.”   

 This social media list was also “pinned” within the Telegram channel to keep it 

readily accessible to interested parties.  Copied below is a Telegram post by one of CMG’s 

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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

authorized Telegram administrators using the Telegram username “Crowd Machine,” with an 

example of this social media list from December 6, 2017.  

  

 CMG personnel, including Sproule, also participated in and hosted live in-person 

events in the United States, as well as live-streamed “webinars” to promote the CMCT ICO and 

generate interest in the underlying technology. 

 As described in the white papers, the CMCT ICO would be held in two phases.  

Between January 28 and April 20, 2018, in what Defendants called a “private presale” 

(hereinafter, the “First Phase”), CMG and Sproule would offer CMCTs through “Simple 

Agreements for Future Tokens” (“SAFTs”).  These SAFTs, which Defendants have 

acknowledged were investment contracts, entitled investors to an unspecified allotment of 

CMCTs, once issued, in exchange for the a payment of Ether, Bitcoin, or U.S. dollars.   

 Pursuant to the terms of the SAFTs they executed, First Phase investors would 

receive their token allotments once tokens were distributed to the general public, with the 

amount of their allotment to be determined based on an “exchange rate” or token valuation to be 

determined twenty days after public token distribution. 

Case 5:22-cv-00076   Document 1   Filed 01/06/22   Page 10 of 22



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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

 Notably, First Phase investors were allocated “bonus” CMCTs, calculated as a 

percentage of their total purchase, which ranged from 100% to 400% based on the date of their 

investment.  In other words, investors who executed SAFTs early enough to receive a 400% 

bonus were promised four additional CMCTs for every one CMCT they paid for.  These bonuses 

effectively slashed the per-token price paid by First Phase investors as compared with the price 

paid by later purchasers. 

 At the same time, between April 1 and April 20, 2018, CMG and Sproule also 

began offering and selling CMCTs on less favorable terms in what they called a “public presale” 

(hereinafter, the “Second Phase”).    

 Purchasers in the Second Phase did not execute SAFTs, and those who purchased 

tokens within the first ten days received a bonus, which, at 50%, was significantly lower than the 

bonuses awarded to First Phase purchasers.  Thus, Second Phase investors paid up to five times 

the price for each CMCT as did early First Phase investors. 

 In an apparent effort to avoid or circumvent the registration requirements of the 

federal securities laws, Defendants claimed publicly that the First Phase of the ICO was limited 

to foreign investors and accredited investors in the United States.  Defendants also claimed 

publicly that participation in the First Phase required a minimum investment of $100,000.  In 

reality, neither of these claims were true. 

 To secure the bonuses offered to First Phase investors, groups of investors—

known in the digital asset community as “ICO Pools”—pooled resources to meet the $100,000 

threshold and transferred them to accredited investors who then purchased CMCTs on their 

behalf in the First Phase of the ICO.  

 These ICO pools included U.S. investors, who were not required to and did not 

verify their identities or establish their accredited status before investing in the ICO. 

 Defendants were aware that investors representing ICO Pools purchased CMCTs 

in the First Phase of the ICO on behalf of their underlying investors, but did not require or even 

request documentation to ascertain or confirm the underlying investors’ identities or their 

Case 5:22-cv-00076   Document 1   Filed 01/06/22   Page 11 of 22



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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

accredited status.  In some instances, CMG employees and agents knowingly solicited and 

facilitated investments by these ICO pools.   

 In fact, Sproule himself served as the representative of at least two ICO Pools, and 

as such, he collected funds, executed SAFTs, and received CMCTs on behalf of the individual 

investors, to whom he subsequently distributed them.  Neither Sproule nor other CMG 

employees or agents required or requested from the underlying investors in these ICO Pools 

documentation to ascertain or confirm their identities or accredited status.  Instead, Sproule 

provided CMG only with an image of his passport to prove his own identity and documents 

establishing his own accredited status.   

 In the Second Phase, neither CMG nor Sproule purported to limit participation to 

accredited investors, and they made no public statements even suggesting that U.S. investors 

were to be excluded.  In fact, CMG personnel repeatedly wrote in CMG’s Telegram channel that 

U.S. investors could participate in Phase 2 of the ICO, regardless of accredited status. 

 In total, Defendants claimed to have raised the equivalent of USD $40.7 million 

through the sale of CMCTs to over 900 investors ICO, nearly all of which came from First Phase 

participants.  

 In addition, $7.25 million of the proceeds CMG purportedly raised during the ICO 

was attributed to a single purchase—by far, the largest single purchase by any ICO investor—by 

a Malaysian gold mining company, but only $250,000 was actually collected from this purchaser.  

The remaining $7.25 million, which CMG appears to have extended to the purchaser in credit, 

was never received, and the corresponding CMCTs were never distributed.    

 Thus, actual proceeds from CMCT sales appear to have been less than the $40.7 

million that CMG and Sproule claimed to have raised.  Based on the market values of ETH and 

BTC at the time of the ICO, CMG actually collected the equivalent of only USD $33.5 million. 

Case 5:22-cv-00076   Document 1   Filed 01/06/22   Page 12 of 22



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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

 
C. Purchasers Had a Reasonable Expectation of Future Profits Derived From the 

Entrepreneurial Efforts of CMG and Sproule 

 Defendants’ offering materials, including two versions of a document titled 

“Crowd Machine Compute Token (‘CMCT’) Sale Structure” aimed at First Phase and Second 

Phase investors, represented that ICO proceeds would be used for “[s]ustaining engineering and 

feature enhancement of the [Crowd Computer technology], [Development of a global developer 

community, [s]ales and marketing, [p]roduct and community support, [and[ [o]ther normal 

business functions, and was accompanied by the following graphic: 

 

 In these and other documents, Defendants emphasized that the “success of the 

project” was dependent on the “sales and marketing” efforts of CMG’s management and 

employees to “establish[] a recognized brand to engender global community participation” and 

“promote the project and product consumption,” which would increase demand for CMCTs. 

 CMG explicitly compared its project to Amazon Web Services and Microsoft 

Azure, and then projected the future value of CMCTs based on Amazon Web Services’ success, 

stating the token could be worth anywhere from $10-$600 per token “excluding the speculative 

pricing of CMCTs on secondary markets” and “$295/CMCT” was the “target price at full 

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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

utilization of the network.  In contrast, most investors who purchased CMCTs in the ICO paid 

the equivalent of between $0.03 and $0.22 per token (accounting for any bonus tokens awarded), 

and the trading price of CMCTs on secondary digital asset trading platforms never exceeded 

$0.18 per token.   

 CMG and Sproule represented throughout the offering that CMG would work to 

develop and promote its “community” as well as its technology.  They made several statements 

linking the success of the ICO to the development of CMG’s technology and underlying 

community and touted on its website the qualifications of the management team undertaking 

these efforts. 

 In offering materials, CMG stated that it would create “Crowd Machine centers of 

excellence” to “promote the Crowd Machine brand,” which, it stated, would lead to “the 

successful adoption of [the Crowd Machine] technology.”  

 In one Facebook post promoting the ICO, CMG wrote, “[i]ts [sic] important to 

know WHO you are investing in when you invest in a product.  Meet Craig Sproule - the man 

behind the Machine.”  CMG included a link to Sproule’s biography, touting his 30 years of 

technical experience.   

 In addition, Defendants deliberately capped the total amount of CMCTs, which 

they claimed would create a “reservation demand for investment (speculation)” that could cause 

the token to “appreciate significantly.”   

 To enable investors to profit from such appreciation, CMG also promised that it 

would work to create a secondary market for trading in CMCTs.  In an interview posted on 

YouTube during the offering, Sproule stated that “we expect” the token to be listed on 

“secondary exchanges.”  CMG and Sproule also stated in Offering Documents that it had to be 

“cautious” due to “regulatory restrictions surrounding solicitation to exchanges,” but confirmed 

CMG’s “intent is to use listing on regulatory secondary marketplaces” for CMCTs.  CMG further 

acknowledged that First Phase participants expected “the relevant liquidity to exit their position 

in CMT [sic]” and “SAFT investors provide investment (as a security) for the purpose of 

obtaining a significant ROI.” 

Case 5:22-cv-00076   Document 1   Filed 01/06/22   Page 14 of 22



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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

 CMG also enticed investors by misleadingly touting the already-successful 

development the project’s underlying technology as indicative of future success.  In offering 

materials and on social media, CMG claimed that its technology had been “battle tested” by 

“Fortune 500 companies” including GE and Anthem.  In a newsletter sent to prospective 

investors, CMG wrote that “ICO’s [sic] for companies who don’t have a product yet are all about 

financial speculation – investing in an idea.”  “In contrast,” Crowd Machine claimed to “have a 

live, commercial product that we really want our loyal users and community members to be able 

to invest in.” 

 In reality, none of the technology related to the Crowd Computer was functional, 

and the only technology that had been “battle tested” by any third parties was Metavine, Inc.’s 

existing application development software  

 Based on these statements, it is no surprise that many investors who purchased 

CMCTs in the ICO did so primarily because they hoped that the tokens would appreciate, and 

they felt confident that they would profit both because of CMG’s representations regarding the 

state of its existing technology in use by Fortune 500 companies, as well as promises that 

experienced management would undertake to build the Crowd Computer community, increase 

demand for CMCTs, list CMCTs on secondary markets, and work towards realizing investors’ 

expectation of a “significant ROI.” 

 The “Crowd Computer” platform was, after all, expected to be the only place that 

CMCTs could be used.  Yet despite raising millions from CMCT purchasers to develop this 

platform, CMG never ultimately operationalized its “crowd computer,” and thus CMCT holders 

have never been able to use the tokens for any purpose. 
 

D. Defendants’ Offers and Sales of CMCTs were Illegal Unregistered  
Offers and Sales of Securities 

 The CMCT offering was an offer and sale of “securities” as defined by Section 

2(a)(1) of the Securities Act because it constituted the offer and sale of investment contracts. 

 As detailed above, Defendants offered and sold CMCTs as part of a general 

solicitation that included investors in the United States, and took no steps to ascertain or verify 

Case 5:22-cv-00076   Document 1   Filed 01/06/22   Page 15 of 22



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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

the accredited status of U.S. persons who invested as part of ICO pools or in the Second Phase of 

the offering.  Investors, including U.S. investors, purchased their CMCTs in exchange for value, 

by transferring to CMG either U.S. dollars or digital assets like ETH or BTC.   

 Also as detailed above, CMCT purchasers bought into a common enterprise—the 

Crowd Machine “community”—and from their investment in the Crowd Machine ecosystem.  

CMG and Sproule represented that they would use the proceeds of the CMCT offering to build 

an ecosystem that would create demand for CMCTs, which CMG and Sproule said would 

increase their value.   

 As shown above, CMG and Sproule made numerous statements that gave rise to 

token purchasers’ reasonable expectation that they would profit from the success of CMG’s 

efforts to develop the ecosystem and related rise in the value of CMCTs.   

 Investors’ profits were to be derived from the significant entrepreneurial and 

managerial efforts of others—specifically Sproule, CMG, and their agents—who were to create 

the ecosystem that would increase the value of CMCTs and facilitate secondary market trading. 

 The CMCT offering was structured to encourage speculative purchases, as the 

tokens had no use at the time of the offering.  Indeed, investors’ expectations were validated by 

CMG’s and Sproule’s statements on social media and Internet forums, where both described how 

the demand created by the Crowd Machine ecosystem combined with the scarcity of the CMCTs  

would increase the value of the tokens.   

 Each defendant directly and/or indirectly offered and sold CMCTs, engaged in 

steps necessary to the public distribution of the CMCT, and was a necessary participant in the 

offering of CMCTs. 

 Absent an applicable exemption, the Securities Act prohibited Defendants from 

offering or selling CMCTs without first registering them with the SEC.    

 At the time of ICO, no registration statement had been filed as to the sale of 

CMCTs tokens, and no registration statement was in effect as to the sale of those tokens.   

 Defendants offered and sold CMCTs tokens without any exemption from the 

registration requirement.  

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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

 
E. Defendants Made Material Misrepresentations about their  

Use of ICO Proceeds 
 

 During and in connection with the unregistered offer and sale of CMCT tokens, 

Defendants Sproule, along with Metavine, Inc. and Crowd Machine, Inc., through Sproule and 

other CMG personnel, made a number of materially false and misleading statements to potential 

and actual investors.   

 Contrary to CMG’s representations, CMG—at Sproule’s direction—allocated a 

significant portion of the ICO proceeds to endeavors that were entirely unrelated to the 

development and marketing of the Crowd Computer technology, the creation of an ecosystem in 

which CMCTs could be used, or even efforts to increase demand for CMCTs to promote trading 

on secondary markets. 

 For example, in April 2018 just as investors were transferring significant sums to 

CMG’s digital asset wallets, CMG began transferring at least $5.8 million to foreign gold mining 

companies, predominantly in South Africa.   

 CMG and the receiving parties treated some of these payments as loans, with the 

principal to be repaid over time, with interest.  To date, almost none of the funds have been 

repaid. 

 Other payments were made for the purpose of securing for Metavine, Inc., Crowd 

Machine, Inc., and Crowd Machine SEZC equity interests in South African gold mining 

operations.  To date, these investments have failed to produce for CMG any revenue, and efforts 

to sell or otherwise monetize these interests have failed.  

 At no point had CMG or Sproule ever disclosed that it intended to pay ICO 

proceeds to foreign gold mining entities for any reason, and this information would have been 

material to ICO investors’ decisions about whether to purchase CMCTs. 
 

F. Defendants Obtained Money and Property, and Relief Defendant Received Ill-
Gotten Gains, as a Result of Defendants’ Violations 

 Defendants obtained money or property as a result of their untrue and misleading 

statements of material fact in their offer and sale of CMCT tokens. 

Case 5:22-cv-00076   Document 1   Filed 01/06/22   Page 17 of 22



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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

 Metavine, Inc., Crowd Machine, Inc., and Crowd Machine SEZC, collectively, 

received Ether, Bitcoin, and U.S. currency totaling more than $33.5 million from CMTC 

investors in the ICO. 

 These funds were paid by investors to digital asset wallets and bank accounts 

under the joint control of Metavine, Inc., Crowd Machine, Inc., and Crowd Machine SEZC. 

 At all relevant times, Sproule exercised exclusive control over these ICO 

proceeds. 

 All three of these entities routinely commingled assets and jointly utilized the 

same bank accounts in the course of their regular operations, and no clear delineations were 

made as to the ownership of the ICO proceeds. 

 In addition, funds were routinely transferred among and between bank accounts in 

the name of these entities, as well as accounts in the name of Relief Defendant Metavine Pty. 

Ltd. depending on the distribution of funds between these affiliates at any given time. 

 During and after the ICO, Relief Defendant Metavine Pty. Ltd. received at least 

thirty separate funds transfers from Metavine, Inc., Crowd Machine, Inc., and/or Crowd Machine 

SEZC, totaling at least $5 million.  These funds necessarily included ill-gotten gains from the 

fraudulent and unregistered ICO, as the total amount received greatly exceeded what could 

reasonably be attributed to Metavine Pty. Ltd.’s earned revenue.  Accordingly, Metavine Pty. Ltd 

received illegally obtained funds but has no legitimate claim to them. 

FIRST CLAIM FOR RELIEF 

Violation of Sections 5(a) and 5(c) of the Securities Act 
(All Defendants) 

 The SEC re-alleges and incorporates by reference each and every allegation in 

paragraphs 1 through 89, inclusive, as if they were fully set forth herein. 

 The U.S. securities laws require that companies disclose certain information 

through the registration with the SEC of the offer or sale of securities. 

 For the reasons detailed above, the CMTCs were securities, no registration 

statement was in effect as to the CMTCs, and no exemption from registration applied. 

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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

 By the conduct described above, Defendants, 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 transportation, securities as to which no registration statement was 

in effect; or (iii) made use of means or instruments of transportation or communication in 

interstate commerce or of the mails to offer to sell or offer to buy, through the use or medium of 

a prospectus or otherwise, securities as to which no registration statement had been filed 

 By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

violated, and unless enjoined, will again violate Securities Act Sections 5(a) and 5(c) [15 U.S.C. 

§§ 77e(a) and (c)].  By engaging in the conduct described above, defendants offered and sold 

securities without a registration statement in effect and without an exemption from the 

registration requirement.   

SECOND CLAIM FOR RELIEF 

Violation of Section 17(a) of the Securities Act 
(All Defendants) 

 The SEC re-alleges and incorporates by reference each and every allegation in 

paragraphs 1 through 89, inclusive, as if they were fully set forth herein. 

 By the conduct described above, Defendants, directly or indirectly, singly or in 

concert, in the offer or sale of securities and by the use of the means or instruments of 

transportation or communication in interstate commerce or the mails, (1) knowingly or recklessly 

employed one or more devices, schemes or artifices to defraud, (2) knowingly, recklessly, or 

negligently obtained money or property by means of one or more untrue statements of a material 

fact or omissions of a material fact necessary in order to make the statements made, in light of 

the circumstances under which they were made, not misleading, and/or (3) knowingly, recklessly, 

or negligently engaged in one or more transactions, practices, or courses of business which 

operated or would operate as a fraud or deceit upon the purchaser 

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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

 By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

have violated, and unless enjoined, will again violate, Securities Act Section 17(a) [15 U.S.C. 

§77q(a)].  

THIRD CLAIM FOR RELIEF 

Violation of Section 10(b) of the Securities Act and Rule 10b-5 Thereunder 
(All Defendants) 

 The SEC re-alleges and incorporates by reference each and every allegation in 

paragraphs 1 through 89, inclusive, as if they were fully set forth herein. 

 By the conduct described above, Defendants, directly or indirectly, singly or in 

concert, in connection with the purchase or sale of securities and by the use of means or 

instrumentalities of interstate commerce, or the mails, or the facilities of a national securities 

exchange, knowingly or recklessly (i) employed one or more devices, schemes, or artifices to 

defraud, (ii) made one or more untrue statements of a material fact or omitted to state one or 

more material facts necessary in order to make the statements made, in light of the circumstances 

under which they were made,  not misleading, and/or (iii) engaged in one or more acts, practices, 

or courses of business which operated or would operate as a fraud or deceit upon other persons. 

 By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

have violated, and unless enjoined, will again violate, Exchange Act Section 10(b) [15 U.S.C. § 

78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5] 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that this Court enter a final judgment: 

I. 

Permanently restraining and enjoining Defendants from violating Sections 5 and 17(a) of 

the Securities Act, and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; 

II. 

Permanently restraining and enjoining Defendants from participating, directly or 

indirectly, including, but not limited to, through any entity controlled by them, in any offering of 

securities, including any digital asset security, provided, however, that such injunction shall not 

Case 5:22-cv-00076   Document 1   Filed 01/06/22   Page 20 of 22



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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

prevent Sproule from purchasing or selling securities, including any digital asset security, for his 

own personal account; 

III. 

Ordering Defendants to pay civil penalties pursuant to Section 20(d) of the Securities Act 

[15 U.S.C. § 77t(d)]; and 

IV. 

Ordering Defendants Crowd Machine, Inc. and Metavine, Inc, and Relief Defendant 

Metavine Pty. Ltd., to disgorge all ill-gotten gains or unjust enrichment derived from the 

activities set forth in this Complaint, together with prejudgment interest thereon; 

V. 

Prohibiting Sproule from acting as an officer or director of any public company; and 

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SEC v. Crowd Machine, Inc., et al. 
COMPLAINT 

VI. 

 Ordering Defendants to permanently disable all CMCTs in their possession or 

control, publish notice of the judgment on their websites and social media channels, in a form not 

unacceptable to Commission staff, and issue requests to remove CMCTs from any further trading 

on all digital asset trading platforms where CMCTs are or may be trading, including any that 

they previously contacted to request trading of CMCTs, and publish notice of such requests on 

their websites and social media channels. 

 

Dated:  January 6, 2022   Respectfully submitted, 

   

             /s/ Adam B. Gottlieb   

            Adam B. Gottlieb (New York Bar No. 4399135)  
      [email protected] 
      (202) 551-8299 

 
Attorney for Plaintiff 
U.S. Securities and Exchange Commission 
Division of Enforcement 
100 F Street, NE 
Washington, DC 20549 
Facsimile:  (301) 847-4705 

 

Of Counsel: 
 
Paul Kim 
Laura D’Allaird 
U.S. Securities and Exchange Commission 
100 F Street, NE 
Washington, DC 20549  
 

 

 

 

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