SEC v. Caroline Ellison; and Zixiao "Gary" Wang, No. LR-25617, Southern District of New York (Jan. 19, 2023) — Press Release

SEC Charges Caroline Ellison and Gary Wang with Defrauding Investors in Crypto Asset Trading Platform Ftx Litigation Release No. 25617 / January 19, 2023 Securities and Exchange Commission v. Caroline Ellison and Zixiao "Gary" Wang, No. 1:22-cv-10794 (S.D.N.Y. filed Dec. 21, 2022) The Securities and Exchange Commission charged Caroline Ellison, the former CEO of Alameda Research, and Zixiao (Gary) Wang, the former Chief Technology Officer of FTX Trading Ltd. (FTX), for their roles in a multiyear scheme to defraud equity investors in FTX, the crypto trading platform co-founded by Samuel Bankman-Fried and Wang. Investigations into other securities law violations and into other entities and persons relating to the alleged misconduct are ongoing. According to the SEC's complaint, between 2019 and 2022, Ellison, at the direction of Bankman-Fried, furthered the scheme by manipulating the price of FTT, an FTX-issued exchange crypto security token, by purchasing large quantities on the open market to prop up its price. FTT served as collateral for undisclosed loans by FTX of its customers' assets to Alameda, a crypto hedge fund owned by Wang and Bankman-Fried and run by Ellison. The complaint alleges that, by manipulating the price of FTT, Bankman-Fried and Ellison caused the valuation of Alameda's FTT holdings to be inflated, which in turn caused the value of collateral on Alameda's balance sheet to be overstated, and misled investors about FTX's risk exposure. In addition, the complaint alleges that, from at least May 2019 until November 2022, Bankman-Fried raised billions of dollars from investors by falsely touting FTX as a safe crypto asset trading platform with sophisticated risk mitigation measures to protect customer assets and by telling investors that Alameda was just another customer with no special privileges; meanwhile, Bankman-Fried and Wang improperly diverted FTX customer assets to Alameda. The complaint alleges that Ellison and Wang knew or should have known that such statements were false and misleading. The complaint also alleges that Ellison and Wang were active participants in the scheme to deceive FTX's investors and engaged in conduct that was critical to its success. The complaint alleges that Wang created FTX's software code that allowed Alameda to divert FTX customer funds, and Ellison used misappropriated FTX customer funds for Alameda's trading activity. The complaint further alleges that, even as it became clear that Alameda and FTX could not make customers whole, Bankman-Fried, with the knowledge of Ellison and Wang, directed hundreds of millions of dollars more in FTX customer funds to Alameda. The SEC's complaint charges Ellison and Wang with violating Section 17(a)(1) and (3) of the Securities Act of 1933 (the "Securities Act") and Section 10(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5(a) and (c) thereunder. The SEC's complaint seeks injunctions against future securities law violations; an injunction that prohibits Ellison and Wang from participating in the issuance, purchase, offer, or sale of any securities, except for their own personal accounts; disgorgement of their ill-gotten gains; a civil penalty; and an officer and director bar. Ellison and Wang have consented to bifurcated settlements, which are subject to court approval, under which they will be permanently enjoined from violating the federal securities laws, the above-described conduct-based injunctions, and officer and director bars. Upon motion of the SEC, the court will determine whether and what amount of disgorgement of ill-gotten gains plus prejudgment interest and/or a civil penalty is appropriate, as well as the length of the officer and director bar and the conduct-based injunction imposed against Wang. In a parallel action, the U.S. Attorney's Office for the Southern District of New York announced charges against Ellison and Wang. Ellison and Wang are cooperating with the SEC's ongoing investigation, which is being conducted by Devlin N. Su, Ivan Snyder, and David S. Brown of the Crypto Assets and Cyber Unit and Brian Huchro and Pasha Salimi. It is being supervised by Amy Flaherty Hartman, Michael Brennan, Jorge Tenreiro, and David Hirsch. The SEC's litigation will be led by Amy Burkart and David D'Addio and supervised by Ladan Stewart and Olivia Choe. Additional assistance to the investigation was provided by Therese Scheuer, Alistaire Bambach, Ainsley Kerr, William Connolly, and Howard Kaplan. The SEC appreciates the assistance of the U.S. Attorney's Office for the Southern District of New York, the FBI, and the Commodity Futures Trading Commission. SEC Complaint

SEC Charges Caroline Ellison and Gary Wang with Defrauding Investors in Crypto Asset Trading Platform Ftx Litigation Release No. 25617 / January 19, 2023 Securities and Exchange Commission v. Caroline Ellison and Zixiao "Gary" Wang, No. 1:22-cv-10794 (S.D.N.Y. filed Dec. 21, 2022) The Securities and Exchange Commission charged Caroline Ellison, the former CEO of Alameda Research, and Zixiao (Gary) Wang, the former Chief Technology Officer of FTX Trading Ltd. (FTX), for their roles in a multiyear scheme to defraud equity investors in FTX, the crypto trading platform co-founded by Samuel Bankman-Fried and Wang. Investigations into other securities law violations and into other entities and persons relating to the alleged misconduct are ongoing. According to the SEC's complaint, between 2019 and 2022, Ellison, at the direction of Bankman-Fried, furthered the scheme by manipulating the price of FTT, an FTX-issued exchange crypto security token, by purchasing large quantities on the open market to prop up its price. FTT served as collateral for undisclosed loans by FTX of its customers' assets to Alameda, a crypto hedge fund owned by Wang and Bankman-Fried and run by Ellison. The complaint alleges that, by manipulating the price of FTT, Bankman-Fried and Ellison caused the valuation of Alameda's FTT holdings to be inflated, which in turn caused the value of collateral on Alameda's balance sheet to be overstated, and misled investors about FTX's risk exposure. In addition, the complaint alleges that, from at least May 2019 until November 2022, Bankman-Fried raised billions of dollars from investors by falsely touting FTX as a safe crypto asset trading platform with sophisticated risk mitigation measures to protect customer assets and by telling investors that Alameda was just another customer with no special privileges; meanwhile, Bankman-Fried and Wang improperly diverted FTX customer assets to Alameda. The complaint alleges that Ellison and Wang knew or should have known that such statements were false and misleading. The complaint also alleges that Ellison and Wang were active participants in the scheme to deceive FTX's investors and engaged in conduct that was critical to its success. The complaint alleges that Wang created FTX's software code that allowed Alameda to divert FTX customer funds, and Ellison used misappropriated FTX customer funds for Alameda's trading activity. The complaint further alleges that, even as it became clear that Alameda and FTX could not make customers whole, Bankman-Fried, with the knowledge of Ellison and Wang, directed hundreds of millions of dollars more in FTX customer funds to Alameda. The SEC's complaint charges Ellison and Wang with violating Section 17(a)(1) and (3) of the Securities Act of 1933 (the "Securities Act") and Section 10(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5(a) and (c) thereunder. The SEC's complaint seeks injunctions against future securities law violations; an injunction that prohibits Ellison and Wang from participating in the issuance, purchase, offer, or sale of any securities, except for their own personal accounts; disgorgement of their ill-gotten gains; a civil penalty; and an officer and director bar. Ellison and Wang have consented to bifurcated settlements, which are subject to court approval, under which they will be permanently enjoined from violating the federal securities laws, the above-described conduct-based injunctions, and officer and director bars. Upon motion of the SEC, the court will determine whether and what amount of disgorgement of ill-gotten gains plus prejudgment interest and/or a civil penalty is appropriate, as well as the length of the officer and director bar and the conduct-based injunction imposed against Wang. In a parallel action, the U.S. Attorney's Office for the Southern District of New York announced charges against Ellison and Wang. Ellison and Wang are cooperating with the SEC's ongoing investigation, which is being conducted by Devlin N. Su, Ivan Snyder, and David S. Brown of the Crypto Assets and Cyber Unit and Brian Huchro and Pasha Salimi. It is being supervised by Amy Flaherty Hartman, Michael Brennan, Jorge Tenreiro, and David Hirsch. The SEC's litigation will be led by Amy Burkart and David D'Addio and supervised by Ladan Stewart and Olivia Choe. Additional assistance to the investigation was provided by Therese Scheuer, Alistaire Bambach, Ainsley Kerr, William Connolly, and Howard Kaplan. The SEC appreciates the assistance of the U.S. Attorney's Office for the Southern District of New York, the FBI, and the Commodity Futures Trading Commission. SEC Complaint