SEC v. Jonathan M. Larmore; ArciTerra Companies LLC; and Cole Capital Funds LLC, No. LR-25917, District of Arizona (Dec. 26, 2023) — Press Release

U.S. SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 25917 / December 26, 2023 Securities and Exchange Commission v. Jonathan Larmore, et al., No. 2:23-cv-02470-DLR (D. Ariz filed Nov. 28, 2023) Temporary Restraining Order Granted Against Phoenix-Area Real Estate Fund Adviser Jonathan Larmore and Affiliates In Connection with $35 Million Fraud The Securities and Exchange Commission has obtained an order appointing a receiver over ArciTerra Companies, LLC (“ArciTerra”) and its related affiliates. On December 21, 2023, the U.S. District Court for the District of Arizona issued a temporary restraining order against Phoenix-based real estate investment company ArciTerra Companies LLC and its CEO, Jonathan M. Larmore, enjoining Larmore, ArciTerra and various related entities from violating the federal securities laws, appointing a receiver over ArciTerra and its affiliated entities, freezing certain assets of Larmore and certain related entities, and providing other relief. The SEC’s complaint, filed on November 28, 2023, alleges that, since at least January 2017, Larmore and certain charged entities misappropriated more than $35 million from private real estate funds and other investment vehicles that ArciTerra managed. Larmore allegedly used a substantial portion of the misappropriated funds to pay for his family members’ personal expenses and to fund a lavish lifestyle of private jets, yachts, and expensive residences. The SEC’s complaint also alleges that Larmore and Cole Capital Funds LLC, an entity Larmore formed and controlled, issued a press release in November 2023 falsely stating that Cole Capital intended to purchase 51 percent of all minority ownership shares in WeWork, Inc., an unrelated public company, at $9 a share, more than nine times WeWork’s then-current trading price. According to the SEC’s complaint, WeWork’s stock rose close to 150 percent in after-hours trading shortly after the press release was issued. The complaint alleges that Larmore purchased more than 72,000 call options in WeWork at a price far below the stock price in the days before the press release was published, hoping to execute the trades at profit after manipulating the stock price. However, due to a delay in the issuance of the press release, most of the options expired before Larmore could exercise them. The SEC charged: (a) Larmore and two entities controlled by Larmore with violating the antifraud provisions of Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 (the “Advisers Act”); (b) Larmore, ArciTerra Companies LLC, and another entity controlled by Larmore with aiding and abetting violations of Sections 206(1) and 206(2) of the Advisers Act; and (c) Larmore and Cole Capital Funds LLC with violating the antifraud and tender offer provisions of Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14e-8 thereunder. The SEC’s ongoing investigation is being conducted by Heather Marlow and Amanda Straub and supervised by Jeremy Pendrey, Andrew Dean, and Corey Schuster, all of the Asset Management Unit, with the assistance of Michael Foley of the San Francisco Regional Office. The litigation is being led by John Han, Ms. Marlow, and Ms. Straub. The investigative team appreciates the assistance of David Snyder and Assunta Vivolo of the Philadelphia Regional Office’s Crypto Assets and Cyber Unit and Neal Jacobson and Alistaire Bambach of the New York Regional Office. SEC Complaint Order Appointing Temporary Receiver and Temporarily Freezing Assets and Imposing Litigation Injunction Temporary Restraining Order

U.S. SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 25917 / December 26, 2023 Securities and Exchange Commission v. Jonathan Larmore, et al., No. 2:23-cv-02470-DLR (D. Ariz filed Nov. 28, 2023) Temporary Restraining Order Granted Against Phoenix-Area Real Estate Fund Adviser Jonathan Larmore and Affiliates In Connection with $35 Million Fraud The Securities and Exchange Commission has obtained an order appointing a receiver over ArciTerra Companies, LLC (“ArciTerra”) and its related affiliates. On December 21, 2023, the U.S. District Court for the District of Arizona issued a temporary restraining order against Phoenix-based real estate investment company ArciTerra Companies LLC and its CEO, Jonathan M. Larmore, enjoining Larmore, ArciTerra and various related entities from violating the federal securities laws, appointing a receiver over ArciTerra and its affiliated entities, freezing certain assets of Larmore and certain related entities, and providing other relief. The SEC’s complaint, filed on November 28, 2023, alleges that, since at least January 2017, Larmore and certain charged entities misappropriated more than $35 million from private real estate funds and other investment vehicles that ArciTerra managed. Larmore allegedly used a substantial portion of the misappropriated funds to pay for his family members’ personal expenses and to fund a lavish lifestyle of private jets, yachts, and expensive residences. The SEC’s complaint also alleges that Larmore and Cole Capital Funds LLC, an entity Larmore formed and controlled, issued a press release in November 2023 falsely stating that Cole Capital intended to purchase 51 percent of all minority ownership shares in WeWork, Inc., an unrelated public company, at $9 a share, more than nine times WeWork’s then-current trading price. According to the SEC’s complaint, WeWork’s stock rose close to 150 percent in after-hours trading shortly after the press release was issued. The complaint alleges that Larmore purchased more than 72,000 call options in WeWork at a price far below the stock price in the days before the press release was published, hoping to execute the trades at profit after manipulating the stock price. However, due to a delay in the issuance of the press release, most of the options expired before Larmore could exercise them. The SEC charged: (a) Larmore and two entities controlled by Larmore with violating the antifraud provisions of Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 (the “Advisers Act”); (b) Larmore, ArciTerra Companies LLC, and another entity controlled by Larmore with aiding and abetting violations of Sections 206(1) and 206(2) of the Advisers Act; and (c) Larmore and Cole Capital Funds LLC with violating the antifraud and tender offer provisions of Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14e-8 thereunder. The SEC’s ongoing investigation is being conducted by Heather Marlow and Amanda Straub and supervised by Jeremy Pendrey, Andrew Dean, and Corey Schuster, all of the Asset Management Unit, with the assistance of Michael Foley of the San Francisco Regional Office. The litigation is being led by John Han, Ms. Marlow, and Ms. Straub. The investigative team appreciates the assistance of David Snyder and Assunta Vivolo of the Philadelphia Regional Office’s Crypto Assets and Cyber Unit and Neal Jacobson and Alistaire Bambach of the New York Regional Office. SEC Complaint Order Appointing Temporary Receiver and Temporarily Freezing Assets and Imposing Litigation Injunction Temporary Restraining Order