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

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States
District Court

Northern District of California

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA

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.  4:22-cv-0076-HSG

AMENDED FINAL JUDGMENT AND
DISGORGEMENT ORDER

On December 5, 2023, the Court ordered Defendants Crowd Machine, Inc. and Metavine,
Inc. (“Defendants”) to disgorge, jointly and severally, ill-gotten gains of $19,676,401.27 plus pre-
judgment interest, and ordered civil penalties against Defendants Crowd Machine, Inc. and
Metavine, Inc.  Dkt. No. 60.  The Court also intended
1
 to order that Relief Defendant Metavine
Pty. Ltd. is jointly and severally liable for $5,000,000 of the total disgorgement award.  Id.
Pursuant to the Order, the SEC submitted pre-judgment interest calculations to allow the Court to
set a final disgorgement figure.  Dkt. No. 61.  The SEC calculates that $3,358,147.75 in interest
accrued from April 20, 2018 through January 11, 2022, when the Court entered consent judgment
establishing Defendants’ and Relief Defendant’s liability in this action.  Dkt. No. 11.

1
 The Court mistakenly referenced Metavine Pvt. Ltd. as Relief Defendant in the December 5,
2023 Order.  See Dkt No. 60.

2
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court

Northern District of California

Accordingly, pursuant to Federal Rule of Civil Procedure 58, the Court ORDERS
Defendants Crowd Machine, Inc. and Metavine, Inc. to satisfy their disgorgement obligations by
paying the disgorgement figure of $23,034,549.02, less any disgorgement amount paid by Relief
Defendant Metavine Pty. Ltd., to the Securities and Exchange Commission within 30 days after
entry of this Amended Final Judgment.  Relief Defendant Metavine Pty. Ltd., as jointly and
severally liable for the purposes of disgorgement, shall satisfy its disgorgement obligations by
paying to the Securities and Exchange Commission the disgorgement figure of $5,000,000.00, less
any disgorgement amount in excess of $18,034,549.02 paid by Defendants Crowd Machine, Inc.
and/or Metavine, Inc., within 30 days after entry of this Amended Final Judgment.  In so ruling,
the Court GRANTS the parties’ Joint Motion to Correct Clerical Mistakes under Federal Rule of
Civil Procedure 60(a) (Dkt. No. 67) and corrects clerical errors contained in the prior Final
Judgment and Disgorgement Order (Dkt. No. 63).
Further, Defendants Crowd Machine, Inc. and Metavine, Inc. shall each pay an additional
$600,000 in fines to the Securities and Exchange Commission within 30 days after entry of this
Amended Final Judgment.
Defendants and Relief Defendant may transmit payment electronically to the Commission,
which will provide detailed ACH transfer/Fedwire instructions upon request.  Payment may also
be made directly from a bank account via Pay.gov through the SEC website at
http://www.sec.gov/about/offices/ofm.htm.  Defendants and Relief Defendant may also pay by
certified check, bank cashier’s check, or United States postal money order payable to the
Securities and Exchange Commission, which shall be delivered or mailed to:
Enterprise Services Center Accounts Receivable Branch
6500 South MacArthur Boulevard
Oklahoma City, OK 73169
and shall be accompanied by a letter identifying the case title, civil action number, and name of
this Court; the name of the Defendant(s) and/or Relief Defendant making payment; and specifying
that payment is made pursuant to this Amended Final Judgment.  Defendants and Relief
Defendant shall simultaneously transmit photocopies of evidence of payment and case identifying
information to the Commission’s counsel in this action.  By making this payment, Defendants and

3
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court

Northern District of California

Relief Defendant relinquish all legal and equitable right, title, and interest in such funds and no
part of the funds shall be returned to Defendants or Relief Defendant.  The Commission may
enforce the Court’s judgment for disgorgement and prejudgment interest by using all collection
procedures authorized by law, including, but not limited to, moving for civil contempt at any time
after 30 days following entry of this Amended Final Judgment.  The Commission may enforce the
Court’s judgment for penalties by the use of all collection procedures authorized by law, including
the Federal Debt Collection Procedures Act, 28 U.S.C. § 3001 et seq., and moving for civil
contempt for the violation of any Court orders issued in this action.  Defendants and Relief
Defendant shall pay post judgment interest on any amounts due after 30 days of the entry of this
Amended Final Judgment pursuant to 28 U.S.C. § 1961.  The Commission shall hold the funds,
together with any interest and income earned thereon (collectively, the “Fund”), pending further
order of the Court.  The Commission may propose a plan to distribute the Fund subject to the
Court’s approval.  Such a plan may provide that the Fund shall be distributed pursuant to the Fair
Fund provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002.  The Court shall retain
jurisdiction over the administration of any distribution of the Fund and the Fund may only be
disbursed pursuant to an Order of the Court.  Regardless of whether any such Fair Fund
distribution is made, amounts ordered to be paid as civil penalties pursuant to this Judgment shall
be treated as penalties paid to the government for all purposes, including all tax purposes.  To
preserve the deterrent effect of the civil penalty, Defendants shall not, after offset or reduction of
any award of compensatory damages in any Related Investor Action based on Defendants’
payment of disgorgement in this action, argue that they are entitled to, nor shall they further
benefit by, offset or reduction of such compensatory damages award by the amount of any part of
Defendants’ payment of a civil penalty in this action (“Penalty Offset”).  If the court in any
Related Investor Action grants such a Penalty Offset, Defendants shall, within 30 days after entry
of a final order granting the Penalty Offset, notify the Commission’s counsel in this action and pay
the amount of the Penalty Offset to the United States Treasury or to a Fair Fund, as the
Commission directs. Such a payment shall not be deemed an additional civil penalty and shall not
be deemed to change the amount of the civil penalty imposed in this Judgment.  For purposes of

4
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
United States District Court

Northern District of California

this paragraph, a “Related Investor Action” means a private damages action brought against
Defendants by or on behalf of one or more investors based on substantially the same facts as
alleged in the Complaint in this action.
IT IS SO ORDERED.
Dated:
______________________________________
HAYWOOD S. GILLIAM, JR.
United States District Judge
1/17/2024

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

U
n
it

ed
 S

ta
te

s 
D

is
tr

ic
t 

C
o
u
rt

 

N
o
rt

h
er

n
 D

is
tr

ic
t 

o
f 

C
al

if
o
rn

ia
 

 

 

 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

 

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.  4:22-cv-0076-HSG    
 
AMENDED FINAL JUDGMENT AND 
DISGORGEMENT ORDER  

 

 

 

 

On December 5, 2023, the Court ordered Defendants Crowd Machine, Inc. and Metavine, 

Inc. (“Defendants”) to disgorge, jointly and severally, ill-gotten gains of $19,676,401.27 plus pre-

judgment interest, and ordered civil penalties against Defendants Crowd Machine, Inc. and 

Metavine, Inc.  Dkt. No. 60.  The Court also intended1 to order that Relief Defendant Metavine 

Pty. Ltd. is jointly and severally liable for $5,000,000 of the total disgorgement award.  Id.  

Pursuant to the Order, the SEC submitted pre-judgment interest calculations to allow the Court to 

set a final disgorgement figure.  Dkt. No. 61.  The SEC calculates that $3,358,147.75 in interest 

accrued from April 20, 2018 through January 11, 2022, when the Court entered consent judgment 

establishing Defendants’ and Relief Defendant’s liability in this action.  Dkt. No. 11.   

 
1 The Court mistakenly referenced Metavine Pvt. Ltd. as Relief Defendant in the December 5, 
2023 Order.  See Dkt No. 60.  

Case 4:22-cv-00076-HSG   Document 68   Filed 01/17/24   Page 1 of 4



 

2 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

U
n
it

ed
 S

ta
te

s 
D

is
tr

ic
t 

C
o
u
rt

 

N
o
rt

h
er

n
 D

is
tr

ic
t 

o
f 

C
al

if
o
rn

ia
 

Accordingly, pursuant to Federal Rule of Civil Procedure 58, the Court ORDERS 

Defendants Crowd Machine, Inc. and Metavine, Inc. to satisfy their disgorgement obligations by 

paying the disgorgement figure of $23,034,549.02, less any disgorgement amount paid by Relief 

Defendant Metavine Pty. Ltd., to the Securities and Exchange Commission within 30 days after 

entry of this Amended Final Judgment.  Relief Defendant Metavine Pty. Ltd., as jointly and 

severally liable for the purposes of disgorgement, shall satisfy its disgorgement obligations by 

paying to the Securities and Exchange Commission the disgorgement figure of $5,000,000.00, less 

any disgorgement amount in excess of $18,034,549.02 paid by Defendants Crowd Machine, Inc. 

and/or Metavine, Inc., within 30 days after entry of this Amended Final Judgment.  In so ruling, 

the Court GRANTS the parties’ Joint Motion to Correct Clerical Mistakes under Federal Rule of 

Civil Procedure 60(a) (Dkt. No. 67) and corrects clerical errors contained in the prior Final 

Judgment and Disgorgement Order (Dkt. No. 63).  

Further, Defendants Crowd Machine, Inc. and Metavine, Inc. shall each pay an additional 

$600,000 in fines to the Securities and Exchange Commission within 30 days after entry of this 

Amended Final Judgment.   

Defendants and Relief Defendant may transmit payment electronically to the Commission, 

which will provide detailed ACH transfer/Fedwire instructions upon request.  Payment may also 

be made directly from a bank account via Pay.gov through the SEC website at 

http://www.sec.gov/about/offices/ofm.htm.  Defendants and Relief Defendant may also pay by 

certified check, bank cashier’s check, or United States postal money order payable to the 

Securities and Exchange Commission, which shall be delivered or mailed to: 

Enterprise Services Center Accounts Receivable Branch  

6500 South MacArthur Boulevard  

Oklahoma City, OK 73169  

and shall be accompanied by a letter identifying the case title, civil action number, and name of 

this Court; the name of the Defendant(s) and/or Relief Defendant making payment; and specifying 

that payment is made pursuant to this Amended Final Judgment.  Defendants and Relief 

Defendant shall simultaneously transmit photocopies of evidence of payment and case identifying 

information to the Commission’s counsel in this action.  By making this payment, Defendants and 

Case 4:22-cv-00076-HSG   Document 68   Filed 01/17/24   Page 2 of 4



 

3 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

U
n
it

ed
 S

ta
te

s 
D

is
tr

ic
t 

C
o
u
rt

 

N
o
rt

h
er

n
 D

is
tr

ic
t 

o
f 

C
al

if
o
rn

ia
 

Relief Defendant relinquish all legal and equitable right, title, and interest in such funds and no 

part of the funds shall be returned to Defendants or Relief Defendant.  The Commission may 

enforce the Court’s judgment for disgorgement and prejudgment interest by using all collection 

procedures authorized by law, including, but not limited to, moving for civil contempt at any time 

after 30 days following entry of this Amended Final Judgment.  The Commission may enforce the 

Court’s judgment for penalties by the use of all collection procedures authorized by law, including 

the Federal Debt Collection Procedures Act, 28 U.S.C. § 3001 et seq., and moving for civil 

contempt for the violation of any Court orders issued in this action.  Defendants and Relief 

Defendant shall pay post judgment interest on any amounts due after 30 days of the entry of this 

Amended Final Judgment pursuant to 28 U.S.C. § 1961.  The Commission shall hold the funds, 

together with any interest and income earned thereon (collectively, the “Fund”), pending further 

order of the Court.  The Commission may propose a plan to distribute the Fund subject to the 

Court’s approval.  Such a plan may provide that the Fund shall be distributed pursuant to the Fair 

Fund provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002.  The Court shall retain 

jurisdiction over the administration of any distribution of the Fund and the Fund may only be 

disbursed pursuant to an Order of the Court.  Regardless of whether any such Fair Fund 

distribution is made, amounts ordered to be paid as civil penalties pursuant to this Judgment shall 

be treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Defendants shall not, after offset or reduction of 

any award of compensatory damages in any Related Investor Action based on Defendants’ 

payment of disgorgement in this action, argue that they are entitled to, nor shall they further 

benefit by, offset or reduction of such compensatory damages award by the amount of any part of 

Defendants’ payment of a civil penalty in this action (“Penalty Offset”).  If the court in any 

Related Investor Action grants such a Penalty Offset, Defendants shall, within 30 days after entry 

of a final order granting the Penalty Offset, notify the Commission’s counsel in this action and pay 

the amount of the Penalty Offset to the United States Treasury or to a Fair Fund, as the 

Commission directs. Such a payment shall not be deemed an additional civil penalty and shall not 

be deemed to change the amount of the civil penalty imposed in this Judgment.  For purposes of 

Case 4:22-cv-00076-HSG   Document 68   Filed 01/17/24   Page 3 of 4



4 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

U
n
it

ed
 S

ta
te

s 
D

is
tr

ic
t 

C
o
u
rt

 

N
o
rt

h
er

n
 D

is
tr

ic
t 

o
f 

C
al

if
o
rn

ia
 

this paragraph, a “Related Investor Action” means a private damages action brought against 

Defendants by or on behalf of one or more investors based on substantially the same facts as 

alleged in the Complaint in this action. 

IT IS SO ORDERED. 

Dated: 

______________________________________ 

HAYWOOD S. GILLIAM, JR. 
United States District Judge 

1/17/2024

Case 4:22-cv-00076-HSG   Document 68   Filed 01/17/24   Page 4 of 4