SEC v. Fernando Passos, No. 1:22-cv-03156, Southern District of New York (Feb. 26, 2026) — Judgment

1

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,
  1:22-cv-03156-GHW

ECF CASE
v.

FERNANDO PASSOS,

Defendant.

FINAL JUDGMENT AS TO DEFENDANT FERNANDO PASSOS

The Securities and Exchange Commission having filed a Complaint and Defendant

Fernando Passos having entered a general appearance; consented to the Court’s jurisdiction over

Defendant and the subject matter of this action; consented to entry of this Final Judgment

without admitting or denying the allegations of the Complaint (except as to jurisdiction and

except as otherwise provided herein in paragraph IV); waived findings of fact and conclusions of

law; and waived any right to appeal from this Final Judgment:

I.

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is

permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of the

Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Exchange Act

Rule 10b-5 [17 C.F.R. § 240.10b-5], by using any means or instrumentality of interstate

commerce, or of the mails, or of any facility of any national securities exchange, in connection

with the purchase or sale of any security:

2/24/2026

USDC SDNY
DOCUMENT
ELECTRONICALLY FILED
DOC #:
DATE FILED:

2

(a) to employ any device, scheme, or artifice to defraud;

(b) to make any untrue statement of a material fact, or to omit to state a material fact

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

 under which they were made, not misleading; or

(c) to engage in any act, practice, or course of business which operates or would

 operate as a fraud or deceit upon any person.

by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any person, or (ii)

disseminating false or misleading documents, materials, or information or making, either orally

or in writing, any false or misleading statement about:

(A) any investment in or offering of securities,

(B) the identity of investors in any company, or

(C) the amount any investor has invested in any company.

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who

receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant’s

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or

participation with Defendant or with anyone described in (a).

II.

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant to Section

21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)], Defendant is prohibited from acting as an

officer or director of any issuer that has a class of securities registered pursuant to Section 12 of

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

the Exchange Act [15 U.S.C. § 78o(d)].

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III.

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant shall pay a

civil penalty in the amount of $500,000 to the Securities and Exchange Commission pursuant to

Section 20(d) of the Exchange Act [15 U.S.C. § 78u(d)].  Defendant shall make this payment

within 30 days after entry of this Final Judgment.

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.  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; Fernando Passos as a defendant in this action; and specifying that payment is made

pursuant to this Final Judgment.

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,

Defendant relinquishes all legal and equitable right, title, and interest in such funds and no part

of the funds shall be returned to Defendant.  The Commission shall send the funds paid pursuant

to this Final Judgment to the United States Treasury.

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,

4

28 U.S.C. § 3001 et seq., and moving for civil contempt for the violation of any Court orders

issued in this action.  Defendant shall pay post-judgment interest on any amounts due after 30

days of the entry of this Final Judgment pursuant to 28 USC § 1961.

IV.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely for purposes of

exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the

allegations in the complaint are true and admitted by Defendant, and further, any debt for

disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under this

Final Judgment or any other judgment, order, consent order, decree or settlement agreement

entered in connection with this proceeding, is a debt for the violation by Defendant of the federal

securities laws or any regulation or order issued under such laws, as set forth in Section

523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19).

V.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain

jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment.

Dated:  ______________, _____

____________________________________
UNITED STATES DISTRICT JUDGE

February 24 2026

_____________________________________________________________________________________________________________________________________________ __
TED SSSSSSSSSSSSSSTATATATATATATATATATAAAATETETETETETETETETETEEEES DISTRIC

1 

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff,
  1:22-cv-03156-GHW 

ECF CASE 
v.

FERNANDO PASSOS, 

Defendant.

FINAL JUDGMENT AS TO DEFENDANT FERNANDO PASSOS

The Securities and Exchange Commission having filed a Complaint and Defendant 

Fernando Passos having entered a general appearance; consented to the Court’s jurisdiction over 

Defendant and the subject matter of this action; consented to entry of this Final Judgment 

without admitting or denying the allegations of the Complaint (except as to jurisdiction and 

except as otherwise provided herein in paragraph IV); waived findings of fact and conclusions of 

law; and waived any right to appeal from this Final Judgment: 

I. 

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Defendant is 

permanently restrained and enjoined from violating, directly or indirectly, Section 10(b) of the 

Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78j(b)] and Exchange Act 

Rule 10b-5 [17 C.F.R. § 240.10b-5], by using any means or instrumentality of interstate 

commerce, or of the mails, or of any facility of any national securities exchange, in connection 

with the purchase or sale of any security: 

2/24/2026

USDC SDNY 
DOCUMENT 
ELECTRONICALLY FILED 
DOC #:    
DATE FILED:   

Case 1:22-cv-03156-GHW     Document 57     Filed 02/24/26     Page 1 of 10



2 
 

(a) to employ any device, scheme, or artifice to defraud; 

(b) to make any untrue statement of a material fact, or to omit to state a material fact 

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

 under which they were made, not misleading; or 

(c) to engage in any act, practice, or course of business which operates or would 

 operate as a fraud or deceit upon any person. 

by, directly or indirectly, (i) creating a false appearance or otherwise deceiving any person, or (ii) 

disseminating false or misleading documents, materials, or information or making, either orally 

or in writing, any false or misleading statement about:   

(A) any investment in or offering of securities,  

(B) the identity of investors in any company, or  

(C) the amount any investor has invested in any company.   

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in 

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who 

receive actual notice of this Final Judgment by personal service or otherwise:  (a) Defendant’s 

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or 

participation with Defendant or with anyone described in (a). 

II. 

 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, pursuant to Section 

21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)], Defendant is prohibited from acting as an 

officer or director of any issuer that has a class of securities registered pursuant to Section 12 of 

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

the Exchange Act [15 U.S.C. § 78o(d)]. 

Case 1:22-cv-03156-GHW     Document 57     Filed 02/24/26     Page 2 of 10



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III. 
 
 IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Defendant shall pay a 

civil penalty in the amount of $500,000 to the Securities and Exchange Commission pursuant to 

Section 20(d) of the Exchange Act [15 U.S.C. § 78u(d)].  Defendant shall make this payment 

within 30 days after entry of this Final Judgment. 

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.  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; Fernando Passos as a defendant in this action; and specifying that payment is made 

pursuant to this Final Judgment.   

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, 

Defendant relinquishes all legal and equitable right, title, and interest in such funds and no part 

of the funds shall be returned to Defendant.  The Commission shall send the funds paid pursuant 

to this Final Judgment to the United States Treasury.  

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, 

Case 1:22-cv-03156-GHW     Document 57     Filed 02/24/26     Page 3 of 10



4 

28 U.S.C. § 3001 et seq., and moving for civil contempt for the violation of any Court orders 

issued in this action.  Defendant shall pay post-judgment interest on any amounts due after 30 

days of the entry of this Final Judgment pursuant to 28 USC § 1961.   

IV. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, solely for purposes of 

exceptions to discharge set forth in Section 523 of the Bankruptcy Code, 11 U.S.C. §523, the 

allegations in the complaint are true and admitted by Defendant, and further, any debt for 

disgorgement, prejudgment interest, civil penalty or other amounts due by Defendant under this 

Final Judgment or any other judgment, order, consent order, decree or settlement agreement 

entered in connection with this proceeding, is a debt for the violation by Defendant of the federal 

securities laws or any regulation or order issued under such laws, as set forth in Section 

523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19). 

V. 

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain 

jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment. 

Dated:  ______________, _____ 

____________________________________ 
UNITED STATES DISTRICT JUDGE

February 24 2026

_____________________________________________________________________________________________________________________________________________ __
TED SSSSSSSSSSSSSSTATATATATATATATATATAAAATETETETETETETETETETEEEES DISTRIC

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