SEC v. MATTHEW MORAVEC, No. 3:22-cv-09043, Northern District of California (Dec. 21, 2022) — Complaint

COMPLAINT
SEC
 V. MATTHEW MORAVEC

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MONIQUE C. WINKLER (Cal. Bar No. 213031)
[email protected]
JEREMY E. PENDREY (Cal. Bar No. 187075)
  [email protected]
MARC D. KATZ (Cal. Bar No. 189534)
  [email protected]
RUTH L. HAWLEY (Cal. Bar No. 253112)
  [email protected]
ERIN E. WILK (Cal. Bar No. 310214)
  [email protected]

Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
44 Montgomery Street, Suite 2800
San Francisco, CA 94104
(415) 705-2500 (Telephone)
(415) 705-2501 (Facsimile)

SECURITIES AND EXCHANGE COMMISSION,

                        Plaintiff,
            v.

MATTHEW MORAVEC,

                        Defendant.

Case No.

Plaintiff Securities and Exchange Commission (the “Commission”) alleges:
SUMMARY OF THE ACTION
1. During 2018, Defendant Matthew Moravec (“Moravec”), the CTO and co-
founder of Thor Technologies, Inc. (“Thor”), with Thor’s CEO and co-founder, David Chin
(“Chin”), conducted an unregistered offer and sale of a crypto asset called a “Thor Token,”
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
SAN FRANCISCO DIVISION

COMPLAINT
SEC
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raising approximately $2.6 million from approximately 1,600 investors in the United States and
abroad.  The Commission has filed a separate action against Thor and Chin.  Thor claimed that it
would use the funds to develop a software platform for “gig economy” companies and workers,
with features including an instant payment mechanism and pooled health insurance, but the
platform was never completed.
2. Thor and Moravec offered and sold Thor Tokens to the public through Thor’s
website, communications in a Telegram channel (a messaging platform), online articles,
YouTube videos, and other public appearances.
3. The tokens Thor offered and sold during the offering between March and May of
2018, primarily through an initial coin offering (“ICO”) to the general public, constituted
“securities” under the federal securities laws.  The definition of “securities” includes a range of
investment vehicles, including “investment contracts.”  Investment contracts are transactions
involving the investment of money in a common enterprise with the reasonable expectation of
profits to be derived from the entrepreneurial or managerial efforts of others.
4. During the offering, the Thor Tokens had no practical use, as Thor had not
developed its software platform.  Thor marketed the Thor Tokens to investors who reasonably
viewed the Thor Tokens as an investment vehicle that might appreciate in value based on Thor’s
and Moravec’s managerial and entrepreneurial efforts in developing the gig economy software
platform.
5. Moravec, as the co-founder and CTO of Thor, was a necessary and substantial
participant in Thor’s securities law violations, and he personally committed these violations.
6. In this action, the Commission seeks injunctions; disgorgement of ill-gotten gains
with prejudgment interest; a civil monetary penalty; and other appropriate relief.
JURISDICTION AND VENUE
7. This Court has jurisdiction over this action pursuant to Section 22(a) of the
Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77v(a)].

COMPLAINT
SEC
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8. Defendant, directly or indirectly, made use of the means and instrumentalities of
interstate commerce or of the mails in connection with the acts, transactions, practices, and
courses of business alleged in this Complaint.
9. Venue is proper in this District pursuant to Section 22(a) of the Securities Act
[15 U.S.C. § 77v(a)].  Acts, transactions, practices, and courses of business that form the basis
for the violations alleged in this Complaint occurred in this District.  At the time of such conduct,
Defendant Moravec resided in San Francisco.  Defendant offered and sold the securities from
San Francisco, and to purchasers residing in the Northern District of California.
10. Under Civil Local Rule 3-2(d), this civil action should be assigned to the San
Francisco Division, because a substantial part of the events or omissions which give rise to the
claims alleged herein occurred in San Francisco County.
DEFENDANT
11. Matthew Moravec, age 32, is a resident of San Francisco, California.  During
the time of the conduct described in this Complaint, he was the CTO and co-founder of Thor.
He subsequently resigned from the company.
OTHER RELEVANT ENTITY AND INDIVIDUAL
12.  Thor Technologies, Inc. is a California corporation that had its principal place of
business in San Francisco, California.  Thor claimed to be developing a software platform for gig
economy workers and companies.  The phrase “gig economy” was defined by Thor as the
“modern labor market characterized by the prevalence of short-term contracts or freelance work
as opposed to permanent jobs.”  Thor announced that it closed its business in April 2019, but it
has not been dissolved.
13.  David Chin, age 64, was last known to be a resident of Grand Junction,
Michigan.  During the time of the conduct described in this Complaint, he resided in San
Francisco, California.  He was the CEO and co-founder of Thor.

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FACTUAL ALLEGATIONS
A. The Securities Registration Requirement and the Offering of Thor Tokens
14. Congress enacted the Securities Act to regulate the offer and sale of securities.
In contrast to ordinary commercial principles of caveat emptor, Congress enacted a regime of
full and fair disclosure, requiring a company (an issuer) that offers and sells its securities to
the investing public, and the persons at the company who direct it, to provide sufficient,
accurate information to allow investors to make informed decisions before they invest.
15. Sections 5(a) and 5(c) of the Securities Act require persons who offer and sell
an issuer’s securities to the public to register those offers and sales with the SEC, absent
certain exemptions that do not apply to Defendant’s transactions.  Registration statements
relating to an offering of securities provide public investors with material information about
the issuer and the offering, including financial and managerial information, how the issuer
will use offering proceeds, and the risks and trends that affect the enterprise and an
investment in its securities.
16. Chin and Moravec founded Thor in late 2017.  Thor’s business plan, as described
in a marketing document, was to create a software platform for gig economy workers and
companies.  The platform would use blockchain technology to facilitate instant payments to gig
economy workers, and provide those workers with access to benefits, such as retirement and
health insurance.
17. In January 2018, in preparation for the ICO, Thor posted a “white paper”—that
is, a paper publicizing the token sale, explaining Thor’s planned business, and describing how
Thor would use the funds raised from the ICO—to its public website.  Both Chin and Moravec
reviewed and approved the white paper.  The white paper stated that Thor planned to issue Thor
Tokens “[t]o fund development of this platform and future expansion into related services,” and
thus “give holders the ability to participate in the optimization of the token’s value.”  Thor’s
white paper also stated that “[f]unds from the sale will go towards building out the Thor team, as
well as banking acquisitions, marketing, sales, and other business expenses.”

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18. Thor’s white paper stated that Thor planned to raise $40 million by selling 50
million Thor Tokens.  To incentivize investment, the white paper provided that some early
investors would receive a token bonus.  Thor also planned to mint and retain another 50 million
tokens that could be used to raise capital in the future, “support the Thor currency market,” and
compensate employees.
19. In March 2018, Thor opened a “white list”—that is, a list where individuals from
the public could register their interest in purchasing Thor Tokens.  Chin and Thor publicized the
white list and the Thor Token sale to investors through Thor’s website, press releases issued on
Medium, Thor’s Telegram channel, and videos publicly available on YouTube.  To solicit
investors, Chin and Moravec posted to Thor’s Telegram channel and also communicated directly
with investors about the sale.  Chin and Moravec further participated in public interviews.
20. Thor used the NEO blockchain, which is an open-source network that allows
developers to create crypto assets and smart contracts, to create the Thor Tokens.  From March
2018 through May 2018, Thor sold Thor Tokens to investors, including in the public initial coin
offering and through other direct investments.  From these sales, Thor raised cash and crypto
assets worth a total of $2.6 million from a number of investors, including about 200 living in the
United States.  The crypto assets received by Thor came from approximately 1,600 distinct
public wallet addresses.  Thor distributed Thor Tokens to investors, but retained the majority of
the Thor Tokens it had created.
21. Thor did not take appropriate steps to determine whether the purchasers of the
Thor Tokens were accredited investors, and did in fact sell Thor Tokens to unaccredited
investors.  “Accredited investors” are, under the controlling regulations, investors who possess
certain measures of financial knowledge or sophistication, or meet certain wealth and income
thresholds.  These investors are considered to have a greater ability to fend for themselves or
sustain the risk of loss of investment when participating in unregistered investment opportunities
that do not comply with the rigorous disclosure and procedural requirements of the Securities
Act.

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22. Thor pooled the investors’ funds from the Thor Token sale.  Thus, each investor
stood to share on a pro rata basis in the rise and fall of the value of the tokens.  Thor used the
funds in its efforts to develop its platform and business.  However, Thor also paid Moravec
$407,103 in crypto assets from the Thor Token sale, to repay him for money that he had loaned
to Thor and provide him a substantial return on that loan.
23. Thor was unsuccessful in building its platform and in 2019, Chin announced that
Thor was shutting down its business.
B.  Moravec and Thor Marketed the Thor Tokens as an Investment.
24. Moravec and Thor marketed the Thor Tokens in a manner consistent with an
investment, and Thor Token purchasers reasonably viewed the offering as an opportunity to
profit, based on the success of Thor’s business and the efforts of Thor’s management.
25. Thor marketed the Thor Tokens as an investment that depended on the success of
Thor’s business.  The white paper stated: “[a]s the network grows, we expect the value of each
token to increase as usage of tokens drives demand given their scarcity in a finite pool of
available supply.”  Network growth, in turn, depended on adoption of Thor’s services by gig
economy workers.
26. As explicitly stated in Thor’s white paper, the purpose of the ICO was “to fund
development of the platform” and thus drive future use and demand for Thor Tokens.  Chin told
potential purchasers on Thor’s Telegram channel that Thor intended to list Thor Tokens on a
digital asset trading platform, which would have allowed token holders the ability to profit from
any increased value to the token.  Moravec publicly referred to the token purchasers as
“investors” multiple times.
27. Many token purchasers similarly viewed the Thor Tokens as an investment.  At
the time of the Thor Token sales, no development work had yet occurred on the Thor platform,
and there was no other place to use Thor Tokens.  Further, most, if not all, of the individuals who
bought Thor Tokens did not intend to use the Thor Tokens on Thor’s platform.  With the
exception of a few Thor employees, the Thor Token purchasers also did not intend to be

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involved in building Thor’s platform or business, and so any profit from their investment would
be dependent on the efforts of Thor’s management.

C. Moravec and Thor Failed To Register the Offer and Sale of Thor Tokens
with the SEC.
28. Thor used interstate commerce for the offer and sale of Thor Tokens by using
the internet to, among other things, promote investments in Thor Tokens on its website, the
Telegram channel, and interviews that were uploaded to YouTube for dissemination to the
public.
29. Thor never filed a registration statement with the SEC with respect to any Thor
Tokens it offered or sold, and no registration statement has ever been in effect with respect to
any offers or sales of Thor Tokens.
30. As a result of Thor’s and Moravec’s failure to register the offering, investors
who bought Thor Tokens did not receive the necessary materials containing information about
Thor’s operations, financial condition, ability to generate profits, or other factors relevant in
considering whether to invest in Thor Tokens.  Thor Token investors were also deprived of
information about how Thor’s executives—namely, Chin and Moravec—would be
compensated as a result of the offer and sale of Thor Tokens.  In short, Thor Token
purchasers, and the market, lacked required information that issuers provide for registered
offers and sales of securities when they solicit public investment.
CLAIM FOR RELIEF
Violations of Sections 5(a) and (5)(c) of the Securities Act
31. The Commission re-alleges and incorporates by reference Paragraph Nos. 1
through 30.
32. By virtue of the foregoing, (a) without a registration statement in effect as to that
security, Defendant, directly and indirectly, made use of the means and instruments of
transportation or communications in interstate commerce and of the mails to sell securities
through the use of means of a prospectus or otherwise, and (b) made use of the means and
instruments of transportation or communication in interstate commerce and of the mails to offer

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to sell through the use of a prospectus or otherwise, securities as to which no registration
statement had been filed.
33. By reason of the foregoing, Defendant directly or indirectly violated, and unless
restrained and enjoined will continue to violate, Sections 5(a) and 5(c) of the Securities Act
[15 U.S.C. §§ 77e(a) and (c)].
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court enter a Final
Judgment:
I.
Permanently enjoining Defendant, and his agents, servants, employees, attorneys or other
persons in active concert or participation with him, from directly or indirectly violating Sections
5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and (c)].
II.
Pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(5)], enjoining
Defendant, from participating, directly or indirectly, in any crypto asset securities offering;
provided however, that such injunction shall not prevent Defendant from purchasing or selling
crypto asset securities for his own personal accounts.
III.
Ordering Defendant to disgorge all ill-gotten gains or unjust enrichment derived from the
conduct set forth in this Complaint, together with prejudgment interest thereon.
IV.
Ordering Defendant to pay a civil monetary penalty pursuant to Section 20(d) of the
Securities Act [15 U.S.C. § 77t(d)].
V.
Retaining jurisdiction of this action in accordance with the principles of equity and the
Federal Rules of Civil Procedure in order to implement and carry out the terms of all orders and
decrees that may be entered, or to entertain any suitable application or motion for additional
relief within the jurisdiction of this Court.

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VI.
Granting such other and further relief as this Court may determine to be just and
necessary.

Dated:  December 21, 2022             Respectfully            submitted,

  /s/ Ruth L. Hawley
Ruth L. Hawley
Erin E. Wilk
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION

COMPLAINT  
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MONIQUE C. WINKLER (Cal. Bar No. 213031)  
[email protected] 
JEREMY E. PENDREY (Cal. Bar No. 187075) 
  [email protected] 
MARC D. KATZ (Cal. Bar No. 189534) 
  [email protected] 
RUTH L. HAWLEY (Cal. Bar No. 253112)  
  [email protected] 
ERIN E. WILK (Cal. Bar No. 310214)  
  [email protected] 
 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
44 Montgomery Street, Suite 2800 
San Francisco, CA 94104 
(415) 705-2500 (Telephone) 
(415) 705-2501 (Facsimile) 

 
SECURITIES AND EXCHANGE COMMISSION, 
 
  Plaintiff, 
 v. 
 
MATTHEW MORAVEC, 
 
  Defendant. 
 

 
Case No. 
 
 
 

Plaintiff Securities and Exchange Commission (the “Commission”) alleges: 

SUMMARY OF THE ACTION 

1. During 2018, Defendant Matthew Moravec (“Moravec”), the CTO and co-

founder of Thor Technologies, Inc. (“Thor”), with Thor’s CEO and co-founder, David Chin 

(“Chin”), conducted an unregistered offer and sale of a crypto asset called a “Thor Token,” 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

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raising approximately $2.6 million from approximately 1,600 investors in the United States and 

abroad.  The Commission has filed a separate action against Thor and Chin.  Thor claimed that it 

would use the funds to develop a software platform for “gig economy” companies and workers, 

with features including an instant payment mechanism and pooled health insurance, but the 

platform was never completed. 

2. Thor and Moravec offered and sold Thor Tokens to the public through Thor’s 

website, communications in a Telegram channel (a messaging platform), online articles, 

YouTube videos, and other public appearances.   

3. The tokens Thor offered and sold during the offering between March and May of 

2018, primarily through an initial coin offering (“ICO”) to the general public, constituted 

“securities” under the federal securities laws.  The definition of “securities” includes a range of 

investment vehicles, including “investment contracts.”  Investment contracts are transactions 

involving the investment of money in a common enterprise with the reasonable expectation of 

profits to be derived from the entrepreneurial or managerial efforts of others.   

4. During the offering, the Thor Tokens had no practical use, as Thor had not 

developed its software platform.  Thor marketed the Thor Tokens to investors who reasonably 

viewed the Thor Tokens as an investment vehicle that might appreciate in value based on Thor’s 

and Moravec’s managerial and entrepreneurial efforts in developing the gig economy software 

platform.   

5. Moravec, as the co-founder and CTO of Thor, was a necessary and substantial 

participant in Thor’s securities law violations, and he personally committed these violations. 

6. In this action, the Commission seeks injunctions; disgorgement of ill-gotten gains 

with prejudgment interest; a civil monetary penalty; and other appropriate relief.   

JURISDICTION AND VENUE 

7. This Court has jurisdiction over this action pursuant to Section 22(a) of the 

Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77v(a)]. 

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8. Defendant, directly or indirectly, made use of the means and instrumentalities of 

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

courses of business alleged in this Complaint. 

9. Venue is proper in this District pursuant to Section 22(a) of the Securities Act 

[15 U.S.C. § 77v(a)].  Acts, transactions, practices, and courses of business that form the basis 

for the violations alleged in this Complaint occurred in this District.  At the time of such conduct, 

Defendant Moravec resided in San Francisco.  Defendant offered and sold the securities from 

San Francisco, and to purchasers residing in the Northern District of California. 

10. Under Civil Local Rule 3-2(d), this civil action should be assigned to the San 

Francisco Division, because a substantial part of the events or omissions which give rise to the 

claims alleged herein occurred in San Francisco County. 

DEFENDANT 

11. Matthew Moravec, age 32, is a resident of San Francisco, California.  During 

the time of the conduct described in this Complaint, he was the CTO and co-founder of Thor.  

He subsequently resigned from the company. 

OTHER RELEVANT ENTITY AND INDIVIDUAL 

12.  Thor Technologies, Inc. is a California corporation that had its principal place of 

business in San Francisco, California.  Thor claimed to be developing a software platform for gig 

economy workers and companies.  The phrase “gig economy” was defined by Thor as the 

“modern labor market characterized by the prevalence of short-term contracts or freelance work 

as opposed to permanent jobs.”  Thor announced that it closed its business in April 2019, but it 

has not been dissolved.   

13.  David Chin, age 64, was last known to be a resident of Grand Junction, 

Michigan.  During the time of the conduct described in this Complaint, he resided in San 

Francisco, California.  He was the CEO and co-founder of Thor.    

 

 

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FACTUAL ALLEGATIONS 

A. The Securities Registration Requirement and the Offering of Thor Tokens 

14. Congress enacted the Securities Act to regulate the offer and sale of securities. 

In contrast to ordinary commercial principles of caveat emptor, Congress enacted a regime of 

full and fair disclosure, requiring a company (an issuer) that offers and sells its securities to 

the investing public, and the persons at the company who direct it, to provide sufficient, 

accurate information to allow investors to make informed decisions before they invest.   

15. Sections 5(a) and 5(c) of the Securities Act require persons who offer and sell 

an issuer’s securities to the public to register those offers and sales with the SEC, absent 

certain exemptions that do not apply to Defendant’s transactions.  Registration statements 

relating to an offering of securities provide public investors with material information about 

the issuer and the offering, including financial and managerial information, how the issuer 

will use offering proceeds, and the risks and trends that affect the enterprise and an 

investment in its securities.   

16. Chin and Moravec founded Thor in late 2017.  Thor’s business plan, as described 

in a marketing document, was to create a software platform for gig economy workers and 

companies.  The platform would use blockchain technology to facilitate instant payments to gig 

economy workers, and provide those workers with access to benefits, such as retirement and 

health insurance.   

17. In January 2018, in preparation for the ICO, Thor posted a “white paper”—that 

is, a paper publicizing the token sale, explaining Thor’s planned business, and describing how 

Thor would use the funds raised from the ICO—to its public website.  Both Chin and Moravec 

reviewed and approved the white paper.  The white paper stated that Thor planned to issue Thor 

Tokens “[t]o fund development of this platform and future expansion into related services,” and 

thus “give holders the ability to participate in the optimization of the token’s value.”  Thor’s 

white paper also stated that “[f]unds from the sale will go towards building out the Thor team, as 

well as banking acquisitions, marketing, sales, and other business expenses.” 

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18. Thor’s white paper stated that Thor planned to raise $40 million by selling 50 

million Thor Tokens.  To incentivize investment, the white paper provided that some early 

investors would receive a token bonus.  Thor also planned to mint and retain another 50 million 

tokens that could be used to raise capital in the future, “support the Thor currency market,” and 

compensate employees.   

19. In March 2018, Thor opened a “white list”—that is, a list where individuals from 

the public could register their interest in purchasing Thor Tokens.  Chin and Thor publicized the 

white list and the Thor Token sale to investors through Thor’s website, press releases issued on 

Medium, Thor’s Telegram channel, and videos publicly available on YouTube.  To solicit 

investors, Chin and Moravec posted to Thor’s Telegram channel and also communicated directly 

with investors about the sale.  Chin and Moravec further participated in public interviews.  

20. Thor used the NEO blockchain, which is an open-source network that allows 

developers to create crypto assets and smart contracts, to create the Thor Tokens.  From March 

2018 through May 2018, Thor sold Thor Tokens to investors, including in the public initial coin 

offering and through other direct investments.  From these sales, Thor raised cash and crypto 

assets worth a total of $2.6 million from a number of investors, including about 200 living in the 

United States.  The crypto assets received by Thor came from approximately 1,600 distinct 

public wallet addresses.  Thor distributed Thor Tokens to investors, but retained the majority of 

the Thor Tokens it had created.     

21. Thor did not take appropriate steps to determine whether the purchasers of the 

Thor Tokens were accredited investors, and did in fact sell Thor Tokens to unaccredited 

investors.  “Accredited investors” are, under the controlling regulations, investors who possess 

certain measures of financial knowledge or sophistication, or meet certain wealth and income 

thresholds.  These investors are considered to have a greater ability to fend for themselves or 

sustain the risk of loss of investment when participating in unregistered investment opportunities 

that do not comply with the rigorous disclosure and procedural requirements of the Securities 

Act. 

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22. Thor pooled the investors’ funds from the Thor Token sale.  Thus, each investor 

stood to share on a pro rata basis in the rise and fall of the value of the tokens.  Thor used the 

funds in its efforts to develop its platform and business.  However, Thor also paid Moravec 

$407,103 in crypto assets from the Thor Token sale, to repay him for money that he had loaned 

to Thor and provide him a substantial return on that loan. 

23. Thor was unsuccessful in building its platform and in 2019, Chin announced that 

Thor was shutting down its business. 

B.  Moravec and Thor Marketed the Thor Tokens as an Investment. 

24. Moravec and Thor marketed the Thor Tokens in a manner consistent with an 

investment, and Thor Token purchasers reasonably viewed the offering as an opportunity to 

profit, based on the success of Thor’s business and the efforts of Thor’s management.   

25. Thor marketed the Thor Tokens as an investment that depended on the success of 

Thor’s business.  The white paper stated: “[a]s the network grows, we expect the value of each 

token to increase as usage of tokens drives demand given their scarcity in a finite pool of 

available supply.”  Network growth, in turn, depended on adoption of Thor’s services by gig 

economy workers.  

26. As explicitly stated in Thor’s white paper, the purpose of the ICO was “to fund 

development of the platform” and thus drive future use and demand for Thor Tokens.  Chin told 

potential purchasers on Thor’s Telegram channel that Thor intended to list Thor Tokens on a 

digital asset trading platform, which would have allowed token holders the ability to profit from 

any increased value to the token.  Moravec publicly referred to the token purchasers as 

“investors” multiple times.  

27. Many token purchasers similarly viewed the Thor Tokens as an investment.  At 

the time of the Thor Token sales, no development work had yet occurred on the Thor platform, 

and there was no other place to use Thor Tokens.  Further, most, if not all, of the individuals who 

bought Thor Tokens did not intend to use the Thor Tokens on Thor’s platform.  With the 

exception of a few Thor employees, the Thor Token purchasers also did not intend to be 

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COMPLAINT  
SEC V. MATTHEW MORAVEC -7-  

 

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involved in building Thor’s platform or business, and so any profit from their investment would 

be dependent on the efforts of Thor’s management. 
 
C. Moravec and Thor Failed To Register the Offer and Sale of Thor Tokens 
with the SEC. 

28. Thor used interstate commerce for the offer and sale of Thor Tokens by using 

the internet to, among other things, promote investments in Thor Tokens on its website, the 

Telegram channel, and interviews that were uploaded to YouTube for dissemination to the 

public.  

29. Thor never filed a registration statement with the SEC with respect to any Thor 

Tokens it offered or sold, and no registration statement has ever been in effect with respect to 

any offers or sales of Thor Tokens. 

30. As a result of Thor’s and Moravec’s failure to register the offering, investors 

who bought Thor Tokens did not receive the necessary materials containing information about 

Thor’s operations, financial condition, ability to generate profits, or other factors relevant in 

considering whether to invest in Thor Tokens.  Thor Token investors were also deprived of 

information about how Thor’s executives—namely, Chin and Moravec—would be 

compensated as a result of the offer and sale of Thor Tokens.  In short, Thor Token 

purchasers, and the market, lacked required information that issuers provide for registered 

offers and sales of securities when they solicit public investment. 

CLAIM FOR RELIEF 

Violations of Sections 5(a) and (5)(c) of the Securities Act 

31. The Commission re-alleges and incorporates by reference Paragraph Nos. 1 

through 30. 

32. By virtue of the foregoing, (a) without a registration statement in effect as to that 

security, Defendant, directly and indirectly, made use of the means and instruments of 

transportation or communications in interstate commerce and of the mails to sell securities 

through the use of means of a prospectus or otherwise, and (b) made use of the means and 

instruments of transportation or communication in interstate commerce and of the mails to offer 

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COMPLAINT  
SEC V. MATTHEW MORAVEC -8-  

 

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to sell through the use of a prospectus or otherwise, securities as to which no registration 

statement had been filed. 

33. By reason of the foregoing, Defendant directly or indirectly violated, and unless 

restrained and enjoined will continue to violate, Sections 5(a) and 5(c) of the Securities Act 

[15 U.S.C. §§ 77e(a) and (c)]. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court enter a Final 

Judgment: 

I. 

Permanently enjoining Defendant, and his agents, servants, employees, attorneys or other 

persons in active concert or participation with him, from directly or indirectly violating Sections 

5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and (c)]. 

II. 

Pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(5)], enjoining 

Defendant, from participating, directly or indirectly, in any crypto asset securities offering; 

provided however, that such injunction shall not prevent Defendant from purchasing or selling 

crypto asset securities for his own personal accounts. 

III. 

Ordering Defendant to disgorge all ill-gotten gains or unjust enrichment derived from the 

conduct set forth in this Complaint, together with prejudgment interest thereon. 

IV. 

Ordering Defendant to pay a civil monetary penalty pursuant to Section 20(d) of the 

Securities Act [15 U.S.C. § 77t(d)]. 

V. 

Retaining jurisdiction of this action in accordance with the principles of equity and the 

Federal Rules of Civil Procedure in order to implement and carry out the terms of all orders and 

decrees that may be entered, or to entertain any suitable application or motion for additional 

relief within the jurisdiction of this Court. 

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COMPLAINT  
SEC V. MATTHEW MORAVEC -9-  

 

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VI. 

Granting such other and further relief as this Court may determine to be just and 

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Dated: December 21, 2022  Respectfully submitted, 
 

  /s/ Ruth L. Hawley   
Ruth L. Hawley 
Erin E. Wilk 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 

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