SEC v. Backswing Ventures GP LLC; and Kyle James Asman, No. 6:26-cv-00778, Middle District of Florida (Apr. 9, 2026) — Complaint

UNITED STATES DISTRICT COURT

MIDDLE DISTRICT OF FLORIDA
ORLANDO DIVISION

SECURITIES AND EXCHANGE
COMMISSION

   Plaintiff,

v.

BACKSWING VENTURES GP LLC
and KYLE JAMES ASMAN,

   Defendants.

          /

   Case No. 6:26-cv-00778

COMPLAINT FOR PERMANENT INJUNCTIVE AND OTHER RELIEF

AND DEMAND FOR A JURY TRIAL

Plaintiff Securities and Exchange Commission alleges:

I. INTRODUCTION

1. The Commission brings this action to permanently enjoin Defendants

from violating the federal securities laws and for other relief. From no later than

February 2020 through at least April 2023, Defendant Kyle James Asman

(“Asman”)—acting through Defendant Backswing Ventures GP LLC (“BVGP”)—

defrauded a private fund client, Backswing Ventures LP a/k/a Backswing Ventures

Fund I, LP (“BVLP”), and during that same period, repeatedly made untrue

statements of material fact, or omitted to state material facts necessary to make the

statements made, in the light of the circumstances under which they were made, not

misleading, to investors and prospective investors in BVLP, and otherwise engaged

in acts, practices, or courses of business that were fraudulent, deceptive, or

manipulative with respect to investors or prospective investors in BVLP.

2. In particular, the BVLP offering materials provided, among other

things, that Defendants were entitled to management fees in accordance with

specified calculations. Notwithstanding those provisions, and in contravention

thereof, Defendants paid themselves in excess of $515,000 in the first year of BVLP’s

operation, which represented more than 23% of the capital contributions to BVLP—

or about seven times the amount to which Defendants otherwise would have been

entitled under the offering materials.

3. As investment advisers to BVLP, Defendants owed their client a

fiduciary duty, including an affirmative duty of utmost good faith, full and fair

disclosure of all material facts, and an obligation to employ reasonable care to avoid

misleading their client. Defendants breached that duty through payment and retention

of the excessive management fees—amounts which could have been, but were not,

reinvested as part of BVLP’s portfolio, or at a minimum, returned to BVLP’s available

cash assets to earn interest until an investment became available.

4. In addition, Defendants defrauded and deceived investors and

prospective investors in BVLP by (i) failing to engage an independent auditor and

provide investors with required audited financial statements; (ii) failing to provide

investors with unaudited financial statements of BVLP at required intervals; and (iii)

misrepresenting fund subscription information, fund investments, audit status, and

Asman’s credentials.

5. As a result of the conduct alleged in this Complaint, Defendants violated

Sections 206(1), 206(2), 206(4), and Rule 206(4)-8 of the Investment Advisers Act of 1940

(“Advisers Act”) [15 U.S.C. §§ 80b-6(1), 80b-6(2), 80b-6(4), and 17 C.F.R.

§ 275.206(4)-8]. Unless restrained and enjoined, Defendants are reasonably likely to

continue to violate the federal securities laws.

6. The Commission therefore respectfully requests the Court enter: (i)

permanent injunctions restraining and enjoining Defendants from violating the federal

securities laws, and restraining and enjoining Asman from engaging in certain further

conduct; (ii) an order directing Asman to pay disgorgement with prejudgment interest;

and (iii) an order directing each Defendant to pay a civil money penalty.

II. DEFENDANTS

7.  BVGP is a limited liability company organized in Delaware, with a

principal place of business in Windermere, Florida. During the relevant period, BVGP

served as an investment adviser to and general partner of BVLP, and BVLP was

BVGP’s client. In that capacity, and for compensation, BVGP advised BVLP as to the

value of securities or as to the advisability of investing in, purchasing, or selling

securities, and was responsible for the overall management and administration of

BVLP, including, among other things, all investments, asset dispositions, and day-to-

day business affairs. BVGP has never been registered with the Commission as an

investment adviser.

8. Asman, age 31, is a resident of Windermere, Florida. During the

relevant period, he was the principal and control person of BVGP and directed all

activities of the company. Asman served as an investment adviser to BVLP, and BVLP

was Asman’s client. In that capacity, and for compensation, Asman advised BVLP as

to the value of securities or as to the advisability of investing in, purchasing, or selling

securities, and was responsible for the overall management and administration of

BVLP, including, among other things, all investments, asset dispositions, and day-to-

day business affairs. By virtue of his status as principal and control person of BVGP,

the actions Asman undertook as described more fully herein may be imputed to the

company. Asman has never been registered with the Commission as an investment

adviser.

III. RELATED ENTITIES

9. BVLP is a limited partnership organized in Delaware, with a principal

place of business in Windermere, Florida. During the relevant period, BVLP was

engaged primarily in the business of investing, reinvesting, or trading in securities.

BVLP offered and sold limited partnership interests (“LP Interests”) to investors

pursuant to various subscription agreements. As of December 31, 2020, there were 33

limited partners in BVLP. As of December 31, 2021 and December 31, 2022, there

were 38 and 42 limited partners, respectively. The offer and sale of the LP Interests

were subject to a Confidential Private Placement Memorandum (“PPM”) and an

Agreement of Limited Partnership of Backswing Ventures Fund I, LP (“LPA”). In his

capacity as principal and control person of BVGP, Asman directed the preparation of

the PPM and LPA and approved the terms thereof.

10. Backswing Ventures Inc. (“BVINC”) was a Delaware corporation, with

a principal place of business in Windermere, Florida. During the relevant period,

BVINC was an affiliate of BVGP and engaged by the latter to provide back-office and

administrative services to BVLP on BVGP’s behalf. Asman was the principal and

control person of BVINC and directed all activities of the company. BVINC was

dissolved on or about March 28, 2023.

IV. JURISDICTION AND VENUE

11. The Court has subject matter jurisdiction over this action pursuant to

Sections 209 and 214 of the Advisers Act [15 U.S.C. §§ 80b-9 and 80b-14].

12. The Court has personal jurisdiction over Defendants, and venue is

proper in the Middle District, pursuant to Section 214 of the Advisers Act [15 U.S.C.

§ 80b-14], because, among other things, Asman resides in the Middle District, and

some or all of the acts and transactions in which Defendants engaged and that

constitute violations of the federal securities laws occurred in the Middle District.

13. In connection with the conduct alleged in this Complaint, Defendants,

directly or indirectly, singly or in concert with others, have made use of the mails or

the means or instrumentalities of interstate commerce—namely, through Defendants’

use of the internet and email correspondence when engaging in the acts and

transactions described herein.

V. TOLLING AGREEMENTS

14. Defendants entered into tolling agreements suspending the running of

any applicable statutes of limitations from March 20, 2025, through June 18, 2025;

from July 3, 2025, through July 17, 2025; from July 17, 2025, through August 25,

2025; from August 25, 2025, through October 24, 2025; from November 18, 2025,

through January 13, 2026; from January 13, 2026, through February 24, 2026; and

from February 24, 2026 through May 25, 2026.

VI. FACTUAL BACKGROUND

A. Formation of BVLP

15. Asman formed BVLP in or around February 2020 as a limited

partnership, and began offering and selling the LP Interests shortly thereafter.

According to the PPM, BVLP’s investment portfolio consisted of early-stage

companies across the defense, commercial real estate, technology, data, and

healthcare industries. In his capacity as principal and control person of BVGP, Asman

selected these investments and others for BVLP’s portfolio.

16. The minimum capital commitment for BVLP, according to the PPM,

was $250,000 from each limited partner (investor), but BVLP could elect to accept

smaller commitments in its discretion. The offering sought at least $50 million in

aggregate capital contributions from all investors in exchange for the LP Interests.

Profits and losses from BVLP’s portfolio investments were allocated to the limited

partners’ capital accounts on a pro rata basis in accordance with the LPA.

17. Despite the ambitiousness of the planned offering, BVLP’s financial

statements as of December 31, 2020 reflected aggregate capital commitments of only

$3,823,800 and capital contributions of only $2,233,800. Funds for the capital

contributions from the limited partners were wired to financial accounts in the name

of BVLP. As principal of BVGP, Asman controlled these accounts, and authorized, or

caused to be authorized, subsequent transfers of funds from these accounts to accounts

in the name of BVINC, which accounts Asman also controlled in his capacity as

principal of BVINC.

18. The LP Interests were offered and sold as investment contracts

constituting securities. The limited partners contributed capital to BVLP, which

Defendants then pooled for the purpose of investing, reinvesting, or trading in

securities for BVLP’s portfolio. The limited partners of BVLP shared in the risks and

benefits of BVLP’s business enterprise, and their fortunes were interwoven with and

dependent upon the efforts and success of Defendants, from which the limited partners

derived an expectation of profits or returns on their investments.

19. According to the PPM and LPA, BVGP was the general partner of

BVLP. The PPM stated further that BVGP would engage BVINC to provide back-

office and administrative services to BVLP on BVGP’s behalf. In return, BVLP was to

pay BVGP an annual management fee beginning on January 1, 2021. According to

the PPM, the fee would be calculated as 2% of aggregate commitments for capital

contributions of BVLP as of the last day of the preceding fiscal year. For the fiscal year

ending December 31, 2020, the PPM provided the fee would be prorated daily.

20. As described above in Paragraph 17, BVLP’s financial statements

reflected aggregate capital commitments as of December 31, 2020 of $3,823,800. The

financial statements further reflected aggregate capital commitments of $3,233,800 as

of December 31, 2021, and $3,065,204 as of December 31, 2022.

21. Notwithstanding the PPM, however, the LPA provided for a different

calculation of the management fee—that is, 2% of the gross value of the assets of BVLP

as of the last day of the preceding fiscal year. The LPA stated further the fee would be

paid to BVGP on the first day of each fiscal year and would be done so in quarterly

installments.

22. Asman understood the LPA’s use of the term “gross value” to mean “fair

market value.” As of December 31, 2020, BVLP’s financial statements reflected the

fair market value of its portfolio investments as $1,689,999; as of December 31, 2021,

as $2,703,775; and as of December 31, 2022, as $3,557,083.

23. The LPA also required BVLP to adhere to certain annual and periodic

reporting obligations. Among other things, BVLP was to cause a Schedule K-1 on IRS

Form 1065 to be prepared and delivered to the limited partners within 120 days of the

close of BVLP’s fiscal year, reflecting each partner’s share of the profit or loss from the

partnership. In addition, the LPA provided that BVLP “shall engage an independent

auditor to conduct an audit of the books and records of the Partnership on an annual

basis.” Furthermore, BVGP was required to transmit to the limited partners (i) within

120 days of the close of BVLP’s fiscal year, audited financial statements, including an

income statement and balance sheet as of the year then ended; and (ii) within 45 days

of the close of each of the first three quarters of the calendar year, unaudited financial

statements of BVLP, including statements of operations and cash flow.

24. While BVGP was vested with the “sole, exclusive and complete

discretion, power and authority” to “manage, control, administer and operate” the

business and affairs of BVLP, the LPA subjected that control “in all cases to the

provisions of this Agreement and to the requirements of applicable law,” and “[u]nless

otherwise expressly set forth herein.” Moreover, absent the consent of at least 2/3 of

the limited partners, BVGP was prohibited from taking any action in contravention of

the LPA. Nevertheless, BVGP was permitted to amend the LPA for any reason

without consent of the limited partners, but any such amendment had to be in writing

and signed by BVGP. To the extent any such amendment would have a material

adverse effect on the limited partners, however, BVGP was required to obtain consent

from 2/3 of the limited partners.

B. BVLP’s Financial Statements

25. In or around February 2021, almost a year after BVLP’s inception,

Asman engaged a fund administrator to prepare BVLP’s financial statements as of

December 31, 2020, and an accounting firm to prepare tax returns for BVLP, BVGP,

and BVINC for the 2020 tax year. Asman also hired a bookkeeper to prepare the books

for BVINC.

26. Asman provided the fund administrator with the LPA, bank account

statements, subscription agreements, and investment documentation pertaining to

BVLP’s positions in the investment portfolio. In connection with its preparation of

BVLP’s financial statements, the fund administrator communicated frequently with

Asman to reconcile cash transactions, transfers, and investments, among other things,

that the administrator compiled from its review of the documentation that Asman

provided. Asman responded directly to the administrator’s questions. For example,

one such question in an email from the administrator to Asman on March 8, 2021,

concerned transfers of funds between accounts in the names of BVGP and BVINC.

27. Asman provided the bookkeeper with bank and credit card statements for

the bookkeeper to prepare BVINC’s general ledger as of December 31, 2020. Among

other things, the ledger reflected transfers of funds from BVLP into BVINC’s accounts

as “management fees,” and transfers from BVINC’s accounts to Asman as “salaries

and wages.” The bookkeeper provided the fund administrator with his analysis for the

administrator’s review in preparation of BVLP’s financial statements.

C. Defendants Defrauded And Deceived BVLP By Taking Excessive
Management Fees

28. Based on its review of the financial information received from Asman

and the bookkeeper, the fund administrator determined BVLP paid management fees

to BVINC in 2020 in the amount of $515,635. That sum represented more than 23%

of the capital contributions of $2,233,800 to BVLP.

29. Under either iteration of the management fee calculation described above

in Paragraphs 19 and 21, however, the amount of $515,635 was excessive and contrary

to both the PPM and the LPA. As an initial matter, according to both documents,

management fees were to be paid to BVGP, not BVINC. Moreover, under the PPM,

the calculation of 2% of the $3,823,800 in aggregate commitments for capital

contributions prorated from February-December 2020 was $70,103. Similarly, 2% of

the aggregate commitments for capital contributions as of December 31, 2021 and

December 31, 2022 (which under the PPM would be calculated as of the last day of

the preceding fiscal years) would have been $76,476 and $64,676, respectively. Under

the LPA, 2% of the “gross value” (or fair market value, as Asman understood that

term) of BVLP’s investment portfolio of $1,689,999 as of December 31, 2020 was

$33,800. In that same vein, 2% of the fair market value of the portfolio in the

subsequent two years of $2,703,775 and $3,557,083, respectively, would have yielded

$54,076 and $71,142. At bottom, the required calculations of the management fee were

far below the actual amount of $515,635 that BVINC received.

30. For its part, the fund administrator applied the calculation method of 2%

of committed capital to determine the management fees prorated from February 2020

through December 2020. In a March 30, 2021 email, the fund administrator advised

Asman they would adjust BVLP’s financial statements to reflect the proper

management fee of $70,103 and would reclassify the remaining amount as prepaid

management fees. The administrator cautioned Asman not to transfer any further

funds in management fees to BVINC until the prepaid fees were depleted. By return

email that same day, Asman did not dispute the administrator’s calculations or

assessments—rather, he stated “we are working on getting the LPA amended ASAP

so we can charge management fees since inception of the fund. Once I have draft

language for the amendment I will provide.” But given the administrator’s already

prorated calculation of the fee from February 2020—that is, from inception of the fund

through the end of that year—even if there had been an amendment, the

administrator’s calculation still would have been accurate.

31. The administrator prepared BVLP’s revised balance sheet as of

December 31, 2020 with the amount of $445,532—that is, the difference between

$515,635 and $70,103—as “prepaid management fees” under “other current assets.”

In an April 28, 2021 email to the accounting firm and Asman, the administrator

attached BVLP’s revised financial statements for preparation of BVLP’s tax return. By

return email the following day, Asman stated, among other things, that the financials

“look good to me, I just want to walk through them so I have an understanding of

everything.” In a subsequent email to the accounting firm and Asman on May 3, 2021,

the administrator stated, among other things, “[s]poke with Kyle [Asman] this

morning and we had a small change to the financials”—notably, that change did not

involve the classification of certain transactions as management fees, the calculation

of the management fees, or the reclassification of the excess fees to prepaids.

32. Later, in a November 26, 2021 email with the fund administrator over

BVLP’s failure to pay outstanding invoices for services rendered, Asman stated,

among other things: “Sorry again for the delay in paying those invoices, the fund spent

to [sic] much in management fee[s] in Year 1, so I have been coming out of pocket in

Year 2 to cover all the funds[’] non-legal expenses.”

33. Moreover, while the administrator reclassified $445,532—that is, the

difference between $515,635 and $70,103—as “prepaid management fees” under

“other current assets” on BVLP’s balance sheet as of December 31, 2020, Asman

instead could have elected, but failed, to direct the return of that amount to BVLP’s

available cash assets so that the amount could be reinvested as part of BVLP’s

portfolio, or at a minimum earn interest until an investment became available.

34. In addition, the Schedule K-1 on IRS Forms 1065 that Defendants caused

to be provided to the limited partners as of December 31, 2020, reflected each partner’s

share of the management fee based on the adjusted amount of $70,103, but did not

reveal the excessive fee of $515,635.

35. Furthermore, Asman ignored the fund administrator’s instruction not to

transfer any further funds in management fees to BVINC until the prepaid

management fees were depleted. According to its financial statements as of December

31, 2021, (i) BVLP recorded $68,005.29 in management fees in 2021; and (ii) prepaid

management fees actually increased to $448,861. Had the fund administrator’s

instruction been followed, prepaid management fees in 2021 should have decreased—

not increased. Moreover, in a May 25, 2021 email with the fund administrator, Asman

responded to the administrator’s questions about certain transactions in BVLP’s bank

statements, with Asman himself labeling the transactions “management fees.” By

recording additional management fees and increasing prepaid management fees,

Asman perpetuated Defendants’ fraud on BVLP.

36. While BVLP did not subsequently record additional management fees in

2022, its financial statements as of December 31, 2022 reveal a drawdown on the

prepaid management fees of $71,304, leaving a prepaid balance of $377,557. Under

the PPM, capital commitments as of the last day of the preceding fiscal year

(December 31, 2021) were $3,233,800, 2% of which would have yielded a

management fee of $64,676. And under the LPA, 2% of the “gross value” (or fair

market value, as Asman understood that term) of BVLP’s investment portfolio as of

the last day of the preceding fiscal year (December 31, 2021) of $2,703,775 would have

yielded a management fee of $54,076. Under either iteration of the management fee

calculation for 2022, the drawdown amount of $71,304 was still excessive and contrary

both to the PPM and the LPA. By drawing down prepaid management fees in excess

of the amounts permitted under the PPM and LPA, Asman perpetuated Defendants’

fraud on BVLP.

37. Having directed the preparation of the PPM and LPA and approved the

terms thereof, and in his capacity as principal of BVGP and BVINC with control over

the financial accounts of BVLP and BVINC from which and into which funds were

transferred, and further in light of his communications with the fund administrator, as

described above in Paragraphs 30-36, Asman knew, was reckless in not knowing, or,

at a minimum, should have known, the management fees paid to BVINC were

excessive and in contravention of both the PPM and LPA.

38. By virtue of the excessive management fees, Asman, and by imputation

BVGP, defrauded and deceived BVLP, and breached the fiduciary duties owed to their

client.

D. Defendants Defrauded and Deceived The Limited Partners By Failing
To Conduct The Required Audit And To Provide The Required
Financial Statements

39. Despite the requirement under the LPA to engage an independent

auditor to conduct an annual audit of BVLP’s books and records and to provide the

limited partners audited financial statements within 120 days of the close of BVLP’s

fiscal year, as described above in Paragraph 23, Defendants failed to do so at any point

during the relevant period. The independent audit of the books and records would

have revealed to the limited partners, among other things, the payment of excessive

management fees as of December 31, 2020, December 31, 2021, and December 31,

2022, in contravention of the PPM and LPA. Instead, at least some of the limited

partners believed that Defendants had taken less than they were entitled to take.

40. Asman was aware of the independent audit requirement and that an audit

had not been conducted. Furthermore, having directed the preparation of the LPA and

approved the terms thereof, Asman knew, was reckless in not knowing, or, at a

minimum, should have known that the general powers of BVGP conferred in the LPA

to “manage, control, administer and operate” the business and affairs of BVLP were

subject to “the provisions of this Agreement and to the requirements of applicable

law,” and “[u]nless otherwise expressly set forth herein.” No provision of the LPA

“expressly set forth” BVGP’s power to waive the audit requirement—to the contrary,

based on the express language of the LPA, the audit was mandatory.

41. Asman also claimed to have discussed waiver of the audit requirement

with what he described as his “Limited Partnership Advisory Committee,” which

consisted of only three limited partners of BVLP. Those members characterized the

committee as “informal” with discussions occurring over the telephone. Having

directed the preparation of the LPA and approved the terms thereof, however, Asman

knew, was reckless in not knowing, or, at a minimum, should have known, that any

material action in contravention of the LPA—such as waiver of the audit

requirement—required consent of at least 2/3 of the total limited partners.

42. Moreover, in the course of an email exchange on September 22, 2021,

the fund administrator quoted the LPA and told Asman that BVLP needed to be

audited. The administrator noted, however, that Asman could discuss an amendment

to the LPA with his counsel and the limited partners to remove the requirement.

Asman responded that he was “aware of the old language in the LPA,” and would

provide the administrator “an amended version [of the LPA] from the spring.” Despite

that, however, Asman acknowledged the LPA was not amended at any point during

the relevant period to remove the audit requirement, and he therefore knew, was

reckless in not knowing, or, at a minimum, should have known, that the audit

requirement remained in place.

43. In addition, despite the obligation under the LPA, as described above in

Paragraph 23, Defendants failed to provide the limited partners with unaudited

financial statements of BVLP at all the required intervals throughout the relevant

period—that is, within 45 days of the close of each of the first three quarters of each

calendar year.

44. While Defendants did cause a Schedule K-1 on IRS Forms 1065 to be

provided to the limited partners as required under the LPA, the K-1 itself did not

include BVLP’s income statement, balance sheet, statement of operations, or

statement of cash flows—each of which would have been part of the required audited

and unaudited financial statements, as described above in Paragraph 23.

45. The audited and unaudited financial information was material because a

reasonable investor would expect his or her funds to be used in accordance with the

LPA, would also expect Defendants to charge only management fees that were

authorized, and would further expect any excess management fee amounts to be

returned to BVLP’s available cash assets so that the amounts could be reinvested as

part of BVLP’s portfolio, or at a minimum earn interest until an investment became

available.

46. By virtue of the failure to provide the required audited and unaudited

financial information, Asman, and by imputation BVGP, defrauded and deceived the

limited partners of BVLP.

E. Defendants Provided False and Misleading Information To BVLP’s
Limited Partners and Prospective Limited Partners

1. Subscription Information

47. At various points during the relevant period, Defendants

misrepresented subscription information of BVLP. For example:

(a) In emails on June 7 and 17, 2020, July 15, 2020, and September

21, 2020, Asman told prospective limited partners, among other things, that (i) BVLP

had “raised 48 out of the 50 million” in increments from $25,000 to $5 million; (ii)

BVLP was “so close to closing it all out a few million left to go” and BVLP had taken

“a range of check sizes from $25K-$5 million as investments”; (iii) BVLP was

“currently [] through $45M of our $50M capital raise”; and (iv) “[w]e are just about

fully subscribed to this fund.”

(b) In an email on November 24, 2020, Asman provided a limited

partner with an “investor list” that reflected four purported large investments from

limited partners of $5 million each, with two of those investments described as

“Subscription on Drive.” This “investor list” also reflected total capital commitments

of nearly $25 million.

(c) In an email on March 9, 2021, in furtherance of an application on

behalf of BVLP for a line of credit, Asman provided a capitalization table to a bank

that reflected, among other things, three purported large investments from limited

partners of $5 million and $3 million, total committed capital of $18,013,800, and total

uncalled capital of $12,670,000.

(d) In an email on March 11, 2021, Asman told the fund administrator

to add two family offices to the list of limited partners for investments of $5 million

each.

(e) On or about March 22, 2021, BVLP filed a Form D with the

Commission and signed by Asman stating, among other things, that BVLP had raised

$13 million of the $50 million in aggregate contributions sought in the offering.

(f) In an email on January 12, 2023, Asman told the limited partners

that BVLP had capital commitments of $15 million, and that he intended to raise

capital for a second fund.

48. The information described above in Paragraph 47 was false and

misleading, and in his capacity as principal of BVGP with control over the financial

accounts of BVLP into which funds were transferred, Asman knew, was reckless in

not knowing, or, at a minimum, should have known, the information was false and

misleading because (i) BVLP’s financial statements as of December 31, 2020 reflected

capital commitments of only $3,823,800 and capital contributions of only $2,233,800;

(ii) BVLP’s financial statements as of December 31, 2021 reflected capital

commitments of only $3,233,800 and capital contributions of only $2,704,963; (iii)

BVLP’s financial statements as of December 31, 2022 reflected capital commitments

and contributions of only $3,065,204; and (iv) there was no commitment or

contribution of $5 million or $3 million from any limited partner.

49. This subscription information was material because a reasonable

investor would find representations about the size of capital commitments,

contributions, and large investments, to be important in making an investment

decision.

50. By virtue of misrepresenting the subscription information, Asman, and

by imputation BVGP, made untrue statements of material fact or omitted to state

material facts necessary to make the statements made, in light of the circumstances

under which they were made, not misleading, to the limited partners and prospective

limited partners of BVLP.

2. Fund Investments

51. At various points during the relevant period, Defendants made false or

misleading statements to BVLP’s limited partners about the investments in BVLP’s

portfolio, including, among others, an artificial intelligence (“AI”) company, and a

firearm detection company. For example, with respect to the AI company:

(a) In an “Investment Update” emailed to BVLP’s limited partners on

May 15, 2020, Asman identified the holdings in BVLP’s investment portfolio, as well

as other potential investments that BVLP was exploring. Some of the holdings,

including the AI company, were labeled as “Status: Invested” while others were

labeled as “Status: Committed.” The Investment Update reflected a purported

investment in the AI company of $250,000, with “up to $250,000 follow on.”

(b) In an “Investment Portfolio” emailed to BVLP’s limited partners

on July 2, 2020, Asman again identified the holdings in BVLP’s investment portfolio,

as well as other potential investments that BVLP was exploring. Some of the holdings,

including the AI company, again were labeled as “Status: Invested” while others were

labeled as “Status: Committed.” The Investment Portfolio repeated the purported

investment in the AI company of $250,000, with “up to $250,000 follow on,” but

included a purported valuation of $10 million for the company.

(c) In “Investment Portfolios” emailed to BVLP’s limited partners on

August 3, 2020, September 1, 2020, and October 13, 2020, Asman, among other

things, again labeled the purported investment in the AI company as “Status:

Invested,” and repeated the purported valuation of $10 million for the company, but

this time listed the amount of the purported investment as $500,000.

(d) In an “Investment Portfolio” emailed to BVLP’s limited partners

on November 20, 2020 (the “November 2020 Investment Portfolio”), Asman, among

other things, again labeled the purported investment in the AI company as “Status:

Invested,” but listed the amount of the investment as $50,000—a decrease of $450,000.

The November 2020 Investment Portfolio also repeated the purported valuation of $10

million for the company.

(e) In an “Investment Portfolio” emailed to BVLP’s limited partners

on February 8, 2021 (the “February 2021 Investment Portfolio”), Asman, among other

things, again labeled the purported investment in the AI company as “Status:

Invested,” and repeated the $50,000 amount of the investment. The February 2021

Investment Portfolio also made the following representations regarding the AI

company, among others: (i) “We Currently Own 380,000 Shares of the Stock with a

basis of .13 per share. [] As of close of trading on February 4, 2021, the stock is trading

at .5275 per share, making our investment worth $200,450.”; (ii) “Since we

purchase[d] [AI company] shares in 2020, the stock is up over 300%. . . . In 2021 the

firm is projecting $3.6M in revenues in 2021, which is over 170% revenue growth year

over year.”; and (iii) “We look forward to [AI company] working to reach their 2021

projections and continuing to build new partnerships.”

(f) In an “Investment Portfolio 2021 Recap” emailed to BVLP’s

limited partners on January 3, 2022 (the “2021 Recap”), Asman, among other things,

omitted the “Status: Invested” and “Status: Committed” labels for the holdings in

BVLP’s investment portfolio, including the purported investment in the AI company.

The 2021 Recap repeated that BVLP owned 380,000 shares of the AI company’s stock

with a basis of $0.13 per share, and made the following representations, among others:

(i) “As of close of trading on December 30, 2021 the stock is trading at 0.91 per share,

making our investment worth $345,800.”; (ii) “[AI company] continues to grow its

revenues and customer base.”; and (iii) “We will look to exit the investment when the

stock price reaches $2.00 per share, which will net a 12.5x exit for Backswing.”

52. Despite the representations to the limited partners described above in

Paragraph 51, Asman acknowledged that while BVLP had been “look[ing] at” the AI

company for “a long period of time,” had “extensive discussions” with the company

about an investment, and had been going “back and forth, all the way almost out until

2022-ish,” BVLP ultimately never invested in the company. As a result, Asman knew,

was reckless in not knowing, or, at a minimum, should have known, the

representations to the limited partners described above in Paragraph 51 were false and

misleading.

53. At various points during the relevant period, Defendants also made

false or misleading statements to BVLP’s limited partners about BVLP’s investments

in a firearm detection company.

54. As of at least November 20, 2020, BVLP had invested $150,000 in the

firearm detection company. In the November 2020 Investment Portfolio emailed to

BVLP’s limited partners on that date, Asman, among other things, identified BVLP’s

actual positions in the company, consisting of an initial $50,000 investment with a

$100,000 follow-on investment, and correctly labeled those investments in the

company as “Status: Invested.”

55. Beginning in or around January 2021, however, Asman began

discussing a further investment with the firearm detection company, writing in a

January 13, 2021 email to a company representative, among other things, “we are in

for $200K. I just received the documents and flipped them over to our fund counsel.

Will let you know if I have any questions.” A week later, on or about January 20,

2021, Asman signed a stockholder agreement and a stock investment agreement on

behalf of BVLP to acquire an additional 71,942 preferred shares of the firearm

detection company, at $2.78 per share, with a purchase price amount of $200,000 due

at the initial closing (the “Additional Shares”).

56. In an email that same day, the company representative questioned

Asman on when funds for the purchase price would be wired. Asman responded by

email that afternoon: “I don’t have a timeline on closing the line yet. Will update you

once we do.” Later, on February 1, 2021, when asked again when payment would be

made, Asman told the representative, among other things: “I can try and get it done

by the end of the week, but no promises.” Approximately two weeks later, in a

February 15, 2021 email, the representative again questioned Asman when payment

would be made, noting that February 18, 2021 was the “last day the round is open.”

By return email the next day, Asman told the representative: “I honestly don’t think

we will be able to [make payment by February 18, 2021]. Next week is probably the

earliest we could do.”

57. In the weeks that followed, Asman and the representative exchanged a

series of emails, centered on the question of when BVLP would make payment for the

Additional Shares. By March 25, 2021, the representative made clear to Asman that

the company could not wait any longer, noting that “we will have to move on.”

58. On April 2, 2021, Asman signed a stock cancellation agreement on

behalf of BVLP for the Additional Shares, effective as of January 20, 2021. The

agreement recited, among other things, that BVLP had “failed to tender payment for

the Shares” and that as a result thereof, was “surrender[ing] the Shares to [the firearm

detection company] for cancellation.”

59. Despite BVLP’s failure to tender payment for the Additional Shares,

and further despite the cancellation, Defendants nevertheless misrepresented to

BVLP’s limited partners that BVLP in fact held these shares. For example:

(a) In the February 2021 Investment Portfolio, in a section entitled

“Commitments: Exciting deals we have contributed to,” Asman identified the

holdings in BVLP’s investment portfolio, all of which were labeled as “Status:

Invested,” including the firearm detection company. With respect to the company, the

Investment Portfolio stated “Total Investment $350,000,” which consisted of the same

positions that BVLP actually held as denominated in the prior November 20, 2020

investment portfolio—that is, the initial $50,000 investment and the first $100,000

follow-on investment—but then also included the purported $200,000 follow-on

investment for the Additional Shares, which the Investment Portfolio described as a

“$25M” valuation.

(b) In an “Investment Portfolio” emailed to BVLP’s limited partners

on April 16, 2021, again in a section entitled “Commitments: Exciting deals we have

contributed to,” Asman identified the holdings in BVLP’s investment portfolio, some

of which were labeled as “Status: Invested,” including the firearm detection company,

while others as “Status: Committed.” With respect to the company, the Investment

Portfolio repeated the same description from the February 2021 Investment Portfolio

of “Total Investment $350,000” and the same breakdown—that is, the initial $50,000

investment, the first $100,000 follow-on investment, and the purported $200,000

follow-on investment for the Additional Shares, which the Investment Portfolio again

labeled with a “$25M” valuation.

(c) In an “Investment Portfolio Q2 2021” emailed to BVLP’s limited

partners on August 4, 2021, Asman identified the holdings in BVLP’s investment

portfolio, some of which were labeled as “Status: Invested,” including the firearm

detection company, while others as “Status: Committed.” With respect to the

company, the Investment Portfolio removed the breakdown from the prior investment

portfolios, simply describing the investment as “$350,000,” and changing the

valuation to “$8M [] Average Price of all Shares.” The Investment Portfolio went on

to state, among other things: “[The firearm detection company] recently announced

they have raised a $20M Series A financing at a valuation in excess of $100M. That

represents approximately a 10x increase on investment for Backswing Ventures.”

(d) In the 2021 Recap, Asman repeated the “$350,000 ($8M

Valuation, Average Price of all Shares)” description from the prior August 4, 2021

investment portfolio, but added “Raised Series A Financing at $100M (A 12.5x

Markup for Backswing Ventures)” to the description. The 2021 Recap further stated,

among other things: “We expect to see continued revenue and profit growth from [the

firearm detection company] in 2022, and likely another financing round or potential

exit.”

60. In light of BVLP’s failure to tender payment for the Additional Shares,

and further in light of the subsequent cancellation of the shares, Asman knew, was

reckless in not knowing, or, at a minimum, should have known, the representations to

the limited partners described above in Paragraph 59 were false and misleading.

61. Information about investments in the AI company and the firearm

detection company was material because a reasonable investor would find

representations about BVLP’s investment portfolio—particularly high valuation

investments described as “Status: Invested” as opposed to “Status: Committed” with

“10x increase[s]” on investment and anticipated “12.5x” buyouts upon exiting the

investments—to be important in making an investment decision.

62. By virtue of misrepresenting the investments in the AI company and

the firearm detection company, Asman, and by imputation BVGP, made untrue

statements of material fact or omitted to state material facts necessary to make the

statements made, in light of the circumstances under which they were made, not

misleading, to the limited partners of BVLP.

3. Audit Status

63. Defendants further misrepresented the status of an independent audit

of BVLP to the limited partners, notwithstanding Asman’s acknowledgment that the

audit had not been conducted, and his improper determination that the audit

requirement could be waived, as described above in Paragraph 40.

64. In the February 2021 Investment Portfolio, Asman represented, among

other things, that “[w]e are currently completing our annual financial audit with [the

accounting firm], they have signed off on the financials, and we are currently awaiting

their audit opinion which we will have in time for the March update.”

65. This representation was false and misleading, and in his capacity as

principal and control person of BVGP, Asman knew, was reckless in not knowing, or,

at a minimum, should have known, the information was false and misleading because

at best, at that point in February 2021, the accounting firm had merely quoted a fee to

conduct an audit. But the firm had not been engaged to perform the work, and in fact

had never been engaged to do it, and thus had not completed—much less even

started—an audit or prepared an audit opinion.

66. This information was material because a reasonable investor would

find an independent audit—particularly one undertaken in compliance with the LPA

which would have revealed the payment of excessive management fees—to be

important in making an investment decision.

67. By virtue of misrepresenting the audit information, Asman, and by

imputation BVGP, made untrue statements of material fact or omitted to state material

facts necessary to make the statements made, in light of the circumstances under which

they were made, not misleading, to the limited partners of BVLP.

4. Asman’s Credentials

68. The PPM stated, among other things, that BVLP would leverage its

“diversity of backgrounds and networks to source and evaluate opportunities” in the

various industries in its investment portfolio. As a further enticement to prospective

limited partners, the PPM identified Asman as the sole “[k]ey personnel” associated

with BVGP and provided the following description:

Kyle has extensive experience helping clients raise capital
and developing go-to-market strategies. He has held
investment banking roles at [Investment Firm 1 and
Investment Firm 2]. In 2018, he cofounded BX3 Capital,
a boutique investment bank which focused on raising
capital and financial planning for early stage companies.
Kyle is passionate about Backswing because he believes in
helping solve the funding gap amongst early stage
companies.

69. Beginning on or around February 25, 2020, and at various points during

the relevant period, Defendants provided marketing materials to the limited partners

and prospective limited partners of BVLP that contained a similar description of

Asman’s background as set forth in the PPM. But these marketing materials amplified

Asman’s purported credentials by representing, among other things, that he had a

“tenure as a banker with [Investment Firm 1 and Investment Firm 2].”

70. These representations about Asman’s prior banking experience were

misleading—he worked only as a summer intern at Investment Firm 1 when he was a

junior in college and was not offered a full-time position, and he only worked at

Investment Firm 2 during his senior year of college. Asman therefore knew, was

reckless in not knowing, or, at a minimum, should have known, that he did not, in

fact, hold either an “investment banking role” or a “tenure as a banker” with

Investment Firm 1 or Investment Firm 2.

71. This credential information was material because a reasonable investor

would find representations from the sole “[k]ey personnel” about his background and

pedigree in directing BVLP’s affairs and managing the investor’s investment funds to

be important in making an investment decision.

72. By virtue of misrepresenting his credentials, Asman, and by imputation

BVGP, made untrue statements of material fact or omitted to state material facts

necessary to make the statements made, in light of the circumstances under which they

were made, not misleading, to the limited partners and prospective limited partners of

BVLP.

COUNT I

Fraud in Violation of Section 206(1) of the Advisers Act

(Against all Defendants)

73. The Commission repeats and realleges Paragraphs 1-3 and 5-38 of its

Complaint.

74. Defendants acted as investment advisers to their client, BVLP, within

the meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)].

75. By engaging in the conduct described in this Complaint, Defendants,

by use of the mails or the means or instrumentalities of interstate commerce, directly

or indirectly, knowingly or recklessly employed a device, scheme, or artifice to defraud

a client or prospective client.

76. By reason of the foregoing, Defendants violated, and, unless enjoined,

are reasonably likely to continue to violate, Section 206(1) of the Advisers Act [15

U.S.C. § 80b-6(1)].

COUNT II

Fraud in Violation of Section 206(2) of the Advisers Act

(Against all Defendants)

77. The Commission repeats and realleges Paragraphs 1-3 and 5-38 of its

Complaint.

78. Defendants acted as investment advisers to their client, BVLP, within the

meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)].

79. By engaging in the conduct described in this Complaint, Defendants, by

use of the mails or the means or instrumentalities of interstate commerce, directly or

indirectly, knowingly, recklessly, or negligently engaged in a transaction, practice, or

course of business which operated as a fraud or deceit upon a client or prospective

client.

80. By reason of the foregoing, Defendants violated, and, unless enjoined,

are reasonably likely to continue to violate, Section 206(2) of the Advisers Act [15

U.S.C. § 80b-6(2)].

COUNT III

Fraud in Violation of Section 206(4) and Rule 206(4)-8(a)(1) of the Advisers Act

(Against all Defendants)

81. The Commission repeats and realleges Paragraphs 1, 4-27, and 47-72 of

its Complaint.

82. Defendants acted as investment advisers to their client, BVLP, within the

meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)].

83. BVLP was a “pooled investment vehicle” within the meaning of Rule

206(4)-8(b) of the Advisers Act [17 C.F.R. § 275.206(4)-8(b)].

84. By engaging in the conduct described in this Complaint, Defendants, by

use of the mails or the means or instrumentalities of interstate commerce, directly or

indirectly, knowingly, recklessly, or negligently made an untrue statement of a

material fact or omitted to state a material fact necessary to make the statements made,

in the light of the circumstances under which they were made, not misleading, to an

investor or prospective investor in BVLP.

85. By reason of the foregoing, Defendants violated, and, unless enjoined,

are reasonably likely to continue to violate, Section 206(4) and Rule 206(4)-8(a)(1) of

the Advisers Act [15 U.S.C. § 80b-6(4) and 17 C.F.R. § 275.206(4)-8(a)(1)].

COUNT IV

Fraud in Violation of Section 206(4) and Rule 206(4)-8(a)(2) of the Advisers Act

(Against all Defendants)

86. The Commission repeats and realleges Paragraphs 1, 4-27, and 39-46 of

its Complaint.

87. Defendants acted as investment advisers to their client, BVLP, within the

meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)].

88. BVLP was a “pooled investment vehicle” within the meaning of Rule

206(4)-8(b) of the Advisers Act [17 C.F.R. § 275.206(4)-8(b)].

89. By engaging in the conduct described in this Complaint, Defendants, by

use of the mails or the means or instrumentalities of interstate commerce, directly or

indirectly, knowingly, recklessly, or negligently engaged in an act, practice, or a course

of business that was fraudulent, deceptive, or manipulative with respect to investors or

prospective investors in BVLP.

90. By reason of the foregoing, Defendants violated, and, unless enjoined,

are reasonably likely to continue to violate, Section 206(4) and Rule 206(4)-8(a)(2) of

the Advisers Act [15 U.S.C. § 80b-6(4) and 17 C.F.R. § 275.206(4)-8(a)(2)].

RELIEF REQUESTED

WHEREFORE, the Commission respectfully requests the Court find that

Defendants committed the violations charged and that, as a result of these violations,

Asman received ill-gotten gains; and enter final judgments:

I.

Permanent Injunctions

Permanently restraining and enjoining Defendants, their officers, agents,

servants, employees, attorneys, and all persons in active concert or participation with

them, and each of them, pursuant to Section 209(d) of the Advisers Act [15 U.S.C.

§ 80b-9(d)], from directly or indirectly violating Sections 206(1), 206(2), 206(4), and

Rule 206(4)-8 of the Advisers Act [15 U.S.C. §§ 80b-6(1), 80b-6(2), 80b-6(4), and 17

C.F.R. § 275.206(4)-8], by committing or engaging in specified actions or activities

relevant to such violations.

II.

Conduct-Based Injunction

 Permanently restraining and enjoining Asman from, directly or indirectly,

acting as or being associated with any investment adviser, pursuant to Section 21(d)(5)

of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78u(d)(5)] and

Section 209(d) of the Advisers Act [15 U.S.C. § 80b-9(d)]. For purposes of this

paragraph, a person is associated with an investment adviser if such person is a partner,

officer, or director of such investment adviser (or performs similar functions), or

directly or indirectly controls or is controlled by such investment adviser, including

any employee of such investment adviser.

III.

Disgorgement

Ordering Asman to disgorge his ill-gotten gains, plus prejudgment interest,

pursuant to Sections 21(d)(5) and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)

(5), (7)].

IV.

Penalties

Ordering each Defendant to pay a civil money penalty pursuant to Section

209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)].

V.

Further Relief

Granting any other and further relief the Court may deem just or necessary.

VI.

Retention of Jurisdiction

Further, the Commission respectfully requests the Court retain jurisdiction over

this action and over Defendants in order to implement and carry out the terms of all

orders and decrees that may hereby be entered, or to entertain any suitable application

or motion by the Commission for additional relief within the jurisdiction of this Court.

JURY DEMAND

The Commission demands a trial by jury as to all claims so triable.

DATED:  April 9, 2026 Respectfully submitted,

 By: /s/ Patrick R. Costello

  Patrick R. Costello
Florida Bar No. 75034
SECURITIES AND EXCHANGE
COMMISSION
100 F. Street NE
Washington, DC 20549
Tel: (202) 551-3982
Email: [email protected]

Lead Counsel for Plaintiff

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UNITED STATES DISTRICT COURT 

MIDDLE DISTRICT OF FLORIDA 
ORLANDO DIVISION  

 
 
SECURITIES AND EXCHANGE 
COMMISSION 
 
   Plaintiff, 
 
v. 
 
BACKSWING VENTURES GP LLC 
and KYLE JAMES ASMAN, 
 
   Defendants. 

          / 

 
 
 
 
 
   Case No. 6:26-cv-00778 

 
COMPLAINT FOR PERMANENT INJUNCTIVE AND OTHER RELIEF 

AND DEMAND FOR A JURY TRIAL 

Plaintiff Securities and Exchange Commission alleges: 

I. INTRODUCTION 

1. The Commission brings this action to permanently enjoin Defendants 

from violating the federal securities laws and for other relief. From no later than 

February 2020 through at least April 2023, Defendant Kyle James Asman 

(“Asman”)—acting through Defendant Backswing Ventures GP LLC (“BVGP”)—

defrauded a private fund client, Backswing Ventures LP a/k/a Backswing Ventures 

Fund I, LP (“BVLP”), and during that same period, repeatedly made untrue 

statements of material fact, or omitted to state material facts necessary to make the 

statements made, in the light of the circumstances under which they were made, not 

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misleading, to investors and prospective investors in BVLP, and otherwise engaged 

in acts, practices, or courses of business that were fraudulent, deceptive, or 

manipulative with respect to investors or prospective investors in BVLP. 

2. In particular, the BVLP offering materials provided, among other 

things, that Defendants were entitled to management fees in accordance with 

specified calculations. Notwithstanding those provisions, and in contravention 

thereof, Defendants paid themselves in excess of $515,000 in the first year of BVLP’s 

operation, which represented more than 23% of the capital contributions to BVLP—

or about seven times the amount to which Defendants otherwise would have been 

entitled under the offering materials. 

3. As investment advisers to BVLP, Defendants owed their client a 

fiduciary duty, including an affirmative duty of utmost good faith, full and fair 

disclosure of all material facts, and an obligation to employ reasonable care to avoid 

misleading their client. Defendants breached that duty through payment and retention 

of the excessive management fees—amounts which could have been, but were not, 

reinvested as part of BVLP’s portfolio, or at a minimum, returned to BVLP’s available 

cash assets to earn interest until an investment became available. 

4. In addition, Defendants defrauded and deceived investors and 

prospective investors in BVLP by (i) failing to engage an independent auditor and 

provide investors with required audited financial statements; (ii) failing to provide 

investors with unaudited financial statements of BVLP at required intervals; and (iii) 

misrepresenting fund subscription information, fund investments, audit status, and 

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Asman’s credentials. 

5. As a result of the conduct alleged in this Complaint, Defendants violated 

Sections 206(1), 206(2), 206(4), and Rule 206(4)-8 of the Investment Advisers Act of 1940 

(“Advisers Act”) [15 U.S.C. §§ 80b-6(1), 80b-6(2), 80b-6(4), and 17 C.F.R. 

§ 275.206(4)-8]. Unless restrained and enjoined, Defendants are reasonably likely to 

continue to violate the federal securities laws. 

6. The Commission therefore respectfully requests the Court enter: (i) 

permanent injunctions restraining and enjoining Defendants from violating the federal 

securities laws, and restraining and enjoining Asman from engaging in certain further 

conduct; (ii) an order directing Asman to pay disgorgement with prejudgment interest; 

and (iii) an order directing each Defendant to pay a civil money penalty. 

II. DEFENDANTS 

7.  BVGP is a limited liability company organized in Delaware, with a 

principal place of business in Windermere, Florida. During the relevant period, BVGP 

served as an investment adviser to and general partner of BVLP, and BVLP was 

BVGP’s client. In that capacity, and for compensation, BVGP advised BVLP as to the 

value of securities or as to the advisability of investing in, purchasing, or selling 

securities, and was responsible for the overall management and administration of 

BVLP, including, among other things, all investments, asset dispositions, and day-to-

day business affairs. BVGP has never been registered with the Commission as an 

investment adviser. 

8. Asman, age 31, is a resident of Windermere, Florida. During the 

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relevant period, he was the principal and control person of BVGP and directed all 

activities of the company. Asman served as an investment adviser to BVLP, and BVLP 

was Asman’s client. In that capacity, and for compensation, Asman advised BVLP as 

to the value of securities or as to the advisability of investing in, purchasing, or selling 

securities, and was responsible for the overall management and administration of 

BVLP, including, among other things, all investments, asset dispositions, and day-to-

day business affairs. By virtue of his status as principal and control person of BVGP, 

the actions Asman undertook as described more fully herein may be imputed to the 

company. Asman has never been registered with the Commission as an investment 

adviser. 

III. RELATED ENTITIES 
 

9. BVLP is a limited partnership organized in Delaware, with a principal 

place of business in Windermere, Florida. During the relevant period, BVLP was 

engaged primarily in the business of investing, reinvesting, or trading in securities. 

BVLP offered and sold limited partnership interests (“LP Interests”) to investors 

pursuant to various subscription agreements. As of December 31, 2020, there were 33 

limited partners in BVLP. As of December 31, 2021 and December 31, 2022, there 

were 38 and 42 limited partners, respectively. The offer and sale of the LP Interests 

were subject to a Confidential Private Placement Memorandum (“PPM”) and an 

Agreement of Limited Partnership of Backswing Ventures Fund I, LP (“LPA”). In his 

capacity as principal and control person of BVGP, Asman directed the preparation of 

the PPM and LPA and approved the terms thereof. 

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10. Backswing Ventures Inc. (“BVINC”) was a Delaware corporation, with 

a principal place of business in Windermere, Florida. During the relevant period, 

BVINC was an affiliate of BVGP and engaged by the latter to provide back-office and 

administrative services to BVLP on BVGP’s behalf. Asman was the principal and 

control person of BVINC and directed all activities of the company. BVINC was 

dissolved on or about March 28, 2023. 

IV. JURISDICTION AND VENUE 
 

11. The Court has subject matter jurisdiction over this action pursuant to 

Sections 209 and 214 of the Advisers Act [15 U.S.C. §§ 80b-9 and 80b-14]. 

12. The Court has personal jurisdiction over Defendants, and venue is 

proper in the Middle District, pursuant to Section 214 of the Advisers Act [15 U.S.C. 

§ 80b-14], because, among other things, Asman resides in the Middle District, and 

some or all of the acts and transactions in which Defendants engaged and that 

constitute violations of the federal securities laws occurred in the Middle District. 

13. In connection with the conduct alleged in this Complaint, Defendants, 

directly or indirectly, singly or in concert with others, have made use of the mails or 

the means or instrumentalities of interstate commerce—namely, through Defendants’ 

use of the internet and email correspondence when engaging in the acts and 

transactions described herein. 

V. TOLLING AGREEMENTS 

14. Defendants entered into tolling agreements suspending the running of 

any applicable statutes of limitations from March 20, 2025, through June 18, 2025; 

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from July 3, 2025, through July 17, 2025; from July 17, 2025, through August 25, 

2025; from August 25, 2025, through October 24, 2025; from November 18, 2025, 

through January 13, 2026; from January 13, 2026, through February 24, 2026; and 

from February 24, 2026 through May 25, 2026. 

VI. FACTUAL BACKGROUND 

A. Formation of BVLP 

15. Asman formed BVLP in or around February 2020 as a limited 

partnership, and began offering and selling the LP Interests shortly thereafter. 

According to the PPM, BVLP’s investment portfolio consisted of early-stage 

companies across the defense, commercial real estate, technology, data, and 

healthcare industries. In his capacity as principal and control person of BVGP, Asman 

selected these investments and others for BVLP’s portfolio. 

16. The minimum capital commitment for BVLP, according to the PPM, 

was $250,000 from each limited partner (investor), but BVLP could elect to accept 

smaller commitments in its discretion. The offering sought at least $50 million in 

aggregate capital contributions from all investors in exchange for the LP Interests. 

Profits and losses from BVLP’s portfolio investments were allocated to the limited 

partners’ capital accounts on a pro rata basis in accordance with the LPA. 

17. Despite the ambitiousness of the planned offering, BVLP’s financial 

statements as of December 31, 2020 reflected aggregate capital commitments of only 

$3,823,800 and capital contributions of only $2,233,800. Funds for the capital 

contributions from the limited partners were wired to financial accounts in the name 

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of BVLP. As principal of BVGP, Asman controlled these accounts, and authorized, or 

caused to be authorized, subsequent transfers of funds from these accounts to accounts 

in the name of BVINC, which accounts Asman also controlled in his capacity as 

principal of BVINC. 

18. The LP Interests were offered and sold as investment contracts 

constituting securities. The limited partners contributed capital to BVLP, which 

Defendants then pooled for the purpose of investing, reinvesting, or trading in 

securities for BVLP’s portfolio. The limited partners of BVLP shared in the risks and 

benefits of BVLP’s business enterprise, and their fortunes were interwoven with and 

dependent upon the efforts and success of Defendants, from which the limited partners 

derived an expectation of profits or returns on their investments. 

19. According to the PPM and LPA, BVGP was the general partner of 

BVLP. The PPM stated further that BVGP would engage BVINC to provide back-

office and administrative services to BVLP on BVGP’s behalf. In return, BVLP was to 

pay BVGP an annual management fee beginning on January 1, 2021. According to 

the PPM, the fee would be calculated as 2% of aggregate commitments for capital 

contributions of BVLP as of the last day of the preceding fiscal year. For the fiscal year 

ending December 31, 2020, the PPM provided the fee would be prorated daily. 

20. As described above in Paragraph 17, BVLP’s financial statements 

reflected aggregate capital commitments as of December 31, 2020 of $3,823,800. The 

financial statements further reflected aggregate capital commitments of $3,233,800 as 

of December 31, 2021, and $3,065,204 as of December 31, 2022. 

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21. Notwithstanding the PPM, however, the LPA provided for a different 

calculation of the management fee—that is, 2% of the gross value of the assets of BVLP 

as of the last day of the preceding fiscal year. The LPA stated further the fee would be 

paid to BVGP on the first day of each fiscal year and would be done so in quarterly 

installments. 

22. Asman understood the LPA’s use of the term “gross value” to mean “fair 

market value.” As of December 31, 2020, BVLP’s financial statements reflected the 

fair market value of its portfolio investments as $1,689,999; as of December 31, 2021, 

as $2,703,775; and as of December 31, 2022, as $3,557,083. 

23. The LPA also required BVLP to adhere to certain annual and periodic 

reporting obligations. Among other things, BVLP was to cause a Schedule K-1 on IRS 

Form 1065 to be prepared and delivered to the limited partners within 120 days of the 

close of BVLP’s fiscal year, reflecting each partner’s share of the profit or loss from the 

partnership. In addition, the LPA provided that BVLP “shall engage an independent 

auditor to conduct an audit of the books and records of the Partnership on an annual 

basis.” Furthermore, BVGP was required to transmit to the limited partners (i) within 

120 days of the close of BVLP’s fiscal year, audited financial statements, including an 

income statement and balance sheet as of the year then ended; and (ii) within 45 days 

of the close of each of the first three quarters of the calendar year, unaudited financial 

statements of BVLP, including statements of operations and cash flow. 

24. While BVGP was vested with the “sole, exclusive and complete 

discretion, power and authority” to “manage, control, administer and operate” the 

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business and affairs of BVLP, the LPA subjected that control “in all cases to the 

provisions of this Agreement and to the requirements of applicable law,” and “[u]nless 

otherwise expressly set forth herein.” Moreover, absent the consent of at least 2/3 of 

the limited partners, BVGP was prohibited from taking any action in contravention of 

the LPA. Nevertheless, BVGP was permitted to amend the LPA for any reason 

without consent of the limited partners, but any such amendment had to be in writing 

and signed by BVGP. To the extent any such amendment would have a material 

adverse effect on the limited partners, however, BVGP was required to obtain consent 

from 2/3 of the limited partners.  

B. BVLP’s Financial Statements 
 

25. In or around February 2021, almost a year after BVLP’s inception, 

Asman engaged a fund administrator to prepare BVLP’s financial statements as of 

December 31, 2020, and an accounting firm to prepare tax returns for BVLP, BVGP, 

and BVINC for the 2020 tax year. Asman also hired a bookkeeper to prepare the books 

for BVINC.  

26. Asman provided the fund administrator with the LPA, bank account 

statements, subscription agreements, and investment documentation pertaining to 

BVLP’s positions in the investment portfolio. In connection with its preparation of 

BVLP’s financial statements, the fund administrator communicated frequently with 

Asman to reconcile cash transactions, transfers, and investments, among other things, 

that the administrator compiled from its review of the documentation that Asman 

provided. Asman responded directly to the administrator’s questions. For example, 

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one such question in an email from the administrator to Asman on March 8, 2021, 

concerned transfers of funds between accounts in the names of BVGP and BVINC. 

27. Asman provided the bookkeeper with bank and credit card statements for 

the bookkeeper to prepare BVINC’s general ledger as of December 31, 2020. Among 

other things, the ledger reflected transfers of funds from BVLP into BVINC’s accounts 

as “management fees,” and transfers from BVINC’s accounts to Asman as “salaries 

and wages.” The bookkeeper provided the fund administrator with his analysis for the 

administrator’s review in preparation of BVLP’s financial statements. 

C. Defendants Defrauded And Deceived BVLP By Taking Excessive 
Management Fees 
 

28. Based on its review of the financial information received from Asman 

and the bookkeeper, the fund administrator determined BVLP paid management fees 

to BVINC in 2020 in the amount of $515,635. That sum represented more than 23% 

of the capital contributions of $2,233,800 to BVLP. 

29. Under either iteration of the management fee calculation described above 

in Paragraphs 19 and 21, however, the amount of $515,635 was excessive and contrary 

to both the PPM and the LPA. As an initial matter, according to both documents, 

management fees were to be paid to BVGP, not BVINC. Moreover, under the PPM, 

the calculation of 2% of the $3,823,800 in aggregate commitments for capital 

contributions prorated from February-December 2020 was $70,103. Similarly, 2% of 

the aggregate commitments for capital contributions as of December 31, 2021 and 

December 31, 2022 (which under the PPM would be calculated as of the last day of 

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the preceding fiscal years) would have been $76,476 and $64,676, respectively. Under 

the LPA, 2% of the “gross value” (or fair market value, as Asman understood that 

term) of BVLP’s investment portfolio of $1,689,999 as of December 31, 2020 was 

$33,800. In that same vein, 2% of the fair market value of the portfolio in the 

subsequent two years of $2,703,775 and $3,557,083, respectively, would have yielded 

$54,076 and $71,142. At bottom, the required calculations of the management fee were 

far below the actual amount of $515,635 that BVINC received. 

30. For its part, the fund administrator applied the calculation method of 2% 

of committed capital to determine the management fees prorated from February 2020 

through December 2020. In a March 30, 2021 email, the fund administrator advised 

Asman they would adjust BVLP’s financial statements to reflect the proper 

management fee of $70,103 and would reclassify the remaining amount as prepaid 

management fees. The administrator cautioned Asman not to transfer any further 

funds in management fees to BVINC until the prepaid fees were depleted. By return 

email that same day, Asman did not dispute the administrator’s calculations or 

assessments—rather, he stated “we are working on getting the LPA amended ASAP 

so we can charge management fees since inception of the fund. Once I have draft 

language for the amendment I will provide.” But given the administrator’s already 

prorated calculation of the fee from February 2020—that is, from inception of the fund 

through the end of that year—even if there had been an amendment, the 

administrator’s calculation still would have been accurate. 

31. The administrator prepared BVLP’s revised balance sheet as of 

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December 31, 2020 with the amount of $445,532—that is, the difference between 

$515,635 and $70,103—as “prepaid management fees” under “other current assets.” 

In an April 28, 2021 email to the accounting firm and Asman, the administrator 

attached BVLP’s revised financial statements for preparation of BVLP’s tax return. By 

return email the following day, Asman stated, among other things, that the financials 

“look good to me, I just want to walk through them so I have an understanding of 

everything.” In a subsequent email to the accounting firm and Asman on May 3, 2021, 

the administrator stated, among other things, “[s]poke with Kyle [Asman] this 

morning and we had a small change to the financials”—notably, that change did not 

involve the classification of certain transactions as management fees, the calculation 

of the management fees, or the reclassification of the excess fees to prepaids. 

32. Later, in a November 26, 2021 email with the fund administrator over 

BVLP’s failure to pay outstanding invoices for services rendered, Asman stated, 

among other things: “Sorry again for the delay in paying those invoices, the fund spent 

to [sic] much in management fee[s] in Year 1, so I have been coming out of pocket in 

Year 2 to cover all the funds[’] non-legal expenses.” 

33. Moreover, while the administrator reclassified $445,532—that is, the 

difference between $515,635 and $70,103—as “prepaid management fees” under 

“other current assets” on BVLP’s balance sheet as of December 31, 2020, Asman 

instead could have elected, but failed, to direct the return of that amount to BVLP’s 

available cash assets so that the amount could be reinvested as part of BVLP’s 

portfolio, or at a minimum earn interest until an investment became available. 

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34. In addition, the Schedule K-1 on IRS Forms 1065 that Defendants caused 

to be provided to the limited partners as of December 31, 2020, reflected each partner’s 

share of the management fee based on the adjusted amount of $70,103, but did not 

reveal the excessive fee of $515,635. 

35. Furthermore, Asman ignored the fund administrator’s instruction not to 

transfer any further funds in management fees to BVINC until the prepaid 

management fees were depleted. According to its financial statements as of December 

31, 2021, (i) BVLP recorded $68,005.29 in management fees in 2021; and (ii) prepaid 

management fees actually increased to $448,861. Had the fund administrator’s 

instruction been followed, prepaid management fees in 2021 should have decreased—

not increased. Moreover, in a May 25, 2021 email with the fund administrator, Asman 

responded to the administrator’s questions about certain transactions in BVLP’s bank 

statements, with Asman himself labeling the transactions “management fees.” By 

recording additional management fees and increasing prepaid management fees, 

Asman perpetuated Defendants’ fraud on BVLP. 

36. While BVLP did not subsequently record additional management fees in 

2022, its financial statements as of December 31, 2022 reveal a drawdown on the 

prepaid management fees of $71,304, leaving a prepaid balance of $377,557. Under 

the PPM, capital commitments as of the last day of the preceding fiscal year 

(December 31, 2021) were $3,233,800, 2% of which would have yielded a 

management fee of $64,676. And under the LPA, 2% of the “gross value” (or fair 

market value, as Asman understood that term) of BVLP’s investment portfolio as of 

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the last day of the preceding fiscal year (December 31, 2021) of $2,703,775 would have 

yielded a management fee of $54,076. Under either iteration of the management fee 

calculation for 2022, the drawdown amount of $71,304 was still excessive and contrary 

both to the PPM and the LPA. By drawing down prepaid management fees in excess 

of the amounts permitted under the PPM and LPA, Asman perpetuated Defendants’ 

fraud on BVLP. 

37. Having directed the preparation of the PPM and LPA and approved the 

terms thereof, and in his capacity as principal of BVGP and BVINC with control over 

the financial accounts of BVLP and BVINC from which and into which funds were 

transferred, and further in light of his communications with the fund administrator, as 

described above in Paragraphs 30-36, Asman knew, was reckless in not knowing, or, 

at a minimum, should have known, the management fees paid to BVINC were 

excessive and in contravention of both the PPM and LPA. 

38. By virtue of the excessive management fees, Asman, and by imputation 

BVGP, defrauded and deceived BVLP, and breached the fiduciary duties owed to their 

client. 

D. Defendants Defrauded and Deceived The Limited Partners By Failing 
To Conduct The Required Audit And To Provide The Required 
Financial Statements   
 

39. Despite the requirement under the LPA to engage an independent 

auditor to conduct an annual audit of BVLP’s books and records and to provide the 

limited partners audited financial statements within 120 days of the close of BVLP’s 

fiscal year, as described above in Paragraph 23, Defendants failed to do so at any point 

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during the relevant period. The independent audit of the books and records would 

have revealed to the limited partners, among other things, the payment of excessive 

management fees as of December 31, 2020, December 31, 2021, and December 31, 

2022, in contravention of the PPM and LPA. Instead, at least some of the limited 

partners believed that Defendants had taken less than they were entitled to take. 

40. Asman was aware of the independent audit requirement and that an audit 

had not been conducted. Furthermore, having directed the preparation of the LPA and 

approved the terms thereof, Asman knew, was reckless in not knowing, or, at a 

minimum, should have known that the general powers of BVGP conferred in the LPA 

to “manage, control, administer and operate” the business and affairs of BVLP were 

subject to “the provisions of this Agreement and to the requirements of applicable 

law,” and “[u]nless otherwise expressly set forth herein.” No provision of the LPA 

“expressly set forth” BVGP’s power to waive the audit requirement—to the contrary, 

based on the express language of the LPA, the audit was mandatory. 

41. Asman also claimed to have discussed waiver of the audit requirement 

with what he described as his “Limited Partnership Advisory Committee,” which 

consisted of only three limited partners of BVLP. Those members characterized the 

committee as “informal” with discussions occurring over the telephone. Having 

directed the preparation of the LPA and approved the terms thereof, however, Asman 

knew, was reckless in not knowing, or, at a minimum, should have known, that any 

material action in contravention of the LPA—such as waiver of the audit 

requirement—required consent of at least 2/3 of the total limited partners.  

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42. Moreover, in the course of an email exchange on September 22, 2021, 

the fund administrator quoted the LPA and told Asman that BVLP needed to be 

audited. The administrator noted, however, that Asman could discuss an amendment 

to the LPA with his counsel and the limited partners to remove the requirement. 

Asman responded that he was “aware of the old language in the LPA,” and would 

provide the administrator “an amended version [of the LPA] from the spring.” Despite 

that, however, Asman acknowledged the LPA was not amended at any point during 

the relevant period to remove the audit requirement, and he therefore knew, was 

reckless in not knowing, or, at a minimum, should have known, that the audit 

requirement remained in place. 

43. In addition, despite the obligation under the LPA, as described above in 

Paragraph 23, Defendants failed to provide the limited partners with unaudited 

financial statements of BVLP at all the required intervals throughout the relevant 

period—that is, within 45 days of the close of each of the first three quarters of each 

calendar year.  

44. While Defendants did cause a Schedule K-1 on IRS Forms 1065 to be 

provided to the limited partners as required under the LPA, the K-1 itself did not 

include BVLP’s income statement, balance sheet, statement of operations, or 

statement of cash flows—each of which would have been part of the required audited 

and unaudited financial statements, as described above in Paragraph 23.  

45. The audited and unaudited financial information was material because a 

reasonable investor would expect his or her funds to be used in accordance with the 

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LPA, would also expect Defendants to charge only management fees that were 

authorized, and would further expect any excess management fee amounts to be 

returned to BVLP’s available cash assets so that the amounts could be reinvested as 

part of BVLP’s portfolio, or at a minimum earn interest until an investment became 

available. 

46. By virtue of the failure to provide the required audited and unaudited 

financial information, Asman, and by imputation BVGP, defrauded and deceived the 

limited partners of BVLP. 

E. Defendants Provided False and Misleading Information To BVLP’s 
Limited Partners and Prospective Limited Partners  
 
1. Subscription Information 

47. At various points during the relevant period, Defendants 

misrepresented subscription information of BVLP. For example: 

(a) In emails on June 7 and 17, 2020, July 15, 2020, and September 

21, 2020, Asman told prospective limited partners, among other things, that (i) BVLP 

had “raised 48 out of the 50 million” in increments from $25,000 to $5 million; (ii) 

BVLP was “so close to closing it all out a few million left to go” and BVLP had taken 

“a range of check sizes from $25K-$5 million as investments”; (iii) BVLP was 

“currently [] through $45M of our $50M capital raise”; and (iv) “[w]e are just about 

fully subscribed to this fund.” 

(b) In an email on November 24, 2020, Asman provided a limited 

partner with an “investor list” that reflected four purported large investments from 

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limited partners of $5 million each, with two of those investments described as 

“Subscription on Drive.” This “investor list” also reflected total capital commitments 

of nearly $25 million. 

(c) In an email on March 9, 2021, in furtherance of an application on 

behalf of BVLP for a line of credit, Asman provided a capitalization table to a bank 

that reflected, among other things, three purported large investments from limited 

partners of $5 million and $3 million, total committed capital of $18,013,800, and total 

uncalled capital of $12,670,000. 

(d) In an email on March 11, 2021, Asman told the fund administrator 

to add two family offices to the list of limited partners for investments of $5 million 

each. 

(e) On or about March 22, 2021, BVLP filed a Form D with the 

Commission and signed by Asman stating, among other things, that BVLP had raised 

$13 million of the $50 million in aggregate contributions sought in the offering. 

(f) In an email on January 12, 2023, Asman told the limited partners 

that BVLP had capital commitments of $15 million, and that he intended to raise 

capital for a second fund. 

48. The information described above in Paragraph 47 was false and 

misleading, and in his capacity as principal of BVGP with control over the financial 

accounts of BVLP into which funds were transferred, Asman knew, was reckless in 

not knowing, or, at a minimum, should have known, the information was false and 

misleading because (i) BVLP’s financial statements as of December 31, 2020 reflected 

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capital commitments of only $3,823,800 and capital contributions of only $2,233,800; 

(ii) BVLP’s financial statements as of December 31, 2021 reflected capital 

commitments of only $3,233,800 and capital contributions of only $2,704,963; (iii) 

BVLP’s financial statements as of December 31, 2022 reflected capital commitments 

and contributions of only $3,065,204; and (iv) there was no commitment or 

contribution of $5 million or $3 million from any limited partner. 

49. This subscription information was material because a reasonable 

investor would find representations about the size of capital commitments, 

contributions, and large investments, to be important in making an investment 

decision. 

50. By virtue of misrepresenting the subscription information, Asman, and 

by imputation BVGP, made untrue statements of material fact or omitted to state 

material facts necessary to make the statements made, in light of the circumstances 

under which they were made, not misleading, to the limited partners and prospective 

limited partners of BVLP. 

2. Fund Investments 

51. At various points during the relevant period, Defendants made false or 

misleading statements to BVLP’s limited partners about the investments in BVLP’s 

portfolio, including, among others, an artificial intelligence (“AI”) company, and a 

firearm detection company. For example, with respect to the AI company: 

(a) In an “Investment Update” emailed to BVLP’s limited partners on 

May 15, 2020, Asman identified the holdings in BVLP’s investment portfolio, as well 

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as other potential investments that BVLP was exploring. Some of the holdings, 

including the AI company, were labeled as “Status: Invested” while others were 

labeled as “Status: Committed.” The Investment Update reflected a purported 

investment in the AI company of $250,000, with “up to $250,000 follow on.”  

(b) In an “Investment Portfolio” emailed to BVLP’s limited partners 

on July 2, 2020, Asman again identified the holdings in BVLP’s investment portfolio, 

as well as other potential investments that BVLP was exploring. Some of the holdings, 

including the AI company, again were labeled as “Status: Invested” while others were 

labeled as “Status: Committed.” The Investment Portfolio repeated the purported 

investment in the AI company of $250,000, with “up to $250,000 follow on,” but 

included a purported valuation of $10 million for the company. 

(c) In “Investment Portfolios” emailed to BVLP’s limited partners on 

August 3, 2020, September 1, 2020, and October 13, 2020, Asman, among other 

things, again labeled the purported investment in the AI company as “Status: 

Invested,” and repeated the purported valuation of $10 million for the company, but 

this time listed the amount of the purported investment as $500,000. 

(d) In an “Investment Portfolio” emailed to BVLP’s limited partners 

on November 20, 2020 (the “November 2020 Investment Portfolio”), Asman, among 

other things, again labeled the purported investment in the AI company as “Status: 

Invested,” but listed the amount of the investment as $50,000—a decrease of $450,000. 

The November 2020 Investment Portfolio also repeated the purported valuation of $10 

million for the company. 

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(e) In an “Investment Portfolio” emailed to BVLP’s limited partners 

on February 8, 2021 (the “February 2021 Investment Portfolio”), Asman, among other 

things, again labeled the purported investment in the AI company as “Status: 

Invested,” and repeated the $50,000 amount of the investment. The February 2021 

Investment Portfolio also made the following representations regarding the AI 

company, among others: (i) “We Currently Own 380,000 Shares of the Stock with a 

basis of .13 per share. [] As of close of trading on February 4, 2021, the stock is trading 

at .5275 per share, making our investment worth $200,450.”; (ii) “Since we 

purchase[d] [AI company] shares in 2020, the stock is up over 300%. . . . In 2021 the 

firm is projecting $3.6M in revenues in 2021, which is over 170% revenue growth year 

over year.”; and (iii) “We look forward to [AI company] working to reach their 2021 

projections and continuing to build new partnerships.” 

(f) In an “Investment Portfolio 2021 Recap” emailed to BVLP’s 

limited partners on January 3, 2022 (the “2021 Recap”), Asman, among other things, 

omitted the “Status: Invested” and “Status: Committed” labels for the holdings in 

BVLP’s investment portfolio, including the purported investment in the AI company. 

The 2021 Recap repeated that BVLP owned 380,000 shares of the AI company’s stock 

with a basis of $0.13 per share, and made the following representations, among others: 

(i) “As of close of trading on December 30, 2021 the stock is trading at 0.91 per share, 

making our investment worth $345,800.”; (ii) “[AI company] continues to grow its 

revenues and customer base.”; and (iii) “We will look to exit the investment when the 

stock price reaches $2.00 per share, which will net a 12.5x exit for Backswing.” 

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52. Despite the representations to the limited partners described above in 

Paragraph 51, Asman acknowledged that while BVLP had been “look[ing] at” the AI 

company for “a long period of time,” had “extensive discussions” with the company 

about an investment, and had been going “back and forth, all the way almost out until 

2022-ish,” BVLP ultimately never invested in the company. As a result, Asman knew, 

was reckless in not knowing, or, at a minimum, should have known, the 

representations to the limited partners described above in Paragraph 51 were false and 

misleading. 

53. At various points during the relevant period, Defendants also made 

false or misleading statements to BVLP’s limited partners about BVLP’s investments 

in a firearm detection company. 

54. As of at least November 20, 2020, BVLP had invested $150,000 in the 

firearm detection company. In the November 2020 Investment Portfolio emailed to 

BVLP’s limited partners on that date, Asman, among other things, identified BVLP’s 

actual positions in the company, consisting of an initial $50,000 investment with a 

$100,000 follow-on investment, and correctly labeled those investments in the 

company as “Status: Invested.” 

55. Beginning in or around January 2021, however, Asman began 

discussing a further investment with the firearm detection company, writing in a 

January 13, 2021 email to a company representative, among other things, “we are in 

for $200K. I just received the documents and flipped them over to our fund counsel. 

Will let you know if I have any questions.” A week later, on or about January 20, 

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2021, Asman signed a stockholder agreement and a stock investment agreement on 

behalf of BVLP to acquire an additional 71,942 preferred shares of the firearm 

detection company, at $2.78 per share, with a purchase price amount of $200,000 due 

at the initial closing (the “Additional Shares”). 

56. In an email that same day, the company representative questioned 

Asman on when funds for the purchase price would be wired. Asman responded by 

email that afternoon: “I don’t have a timeline on closing the line yet. Will update you 

once we do.” Later, on February 1, 2021, when asked again when payment would be 

made, Asman told the representative, among other things: “I can try and get it done 

by the end of the week, but no promises.” Approximately two weeks later, in a 

February 15, 2021 email, the representative again questioned Asman when payment 

would be made, noting that February 18, 2021 was the “last day the round is open.” 

By return email the next day, Asman told the representative: “I honestly don’t think 

we will be able to [make payment by February 18, 2021]. Next week is probably the 

earliest we could do.” 

57. In the weeks that followed, Asman and the representative exchanged a 

series of emails, centered on the question of when BVLP would make payment for the 

Additional Shares. By March 25, 2021, the representative made clear to Asman that 

the company could not wait any longer, noting that “we will have to move on.” 

58. On April 2, 2021, Asman signed a stock cancellation agreement on 

behalf of BVLP for the Additional Shares, effective as of January 20, 2021. The 

agreement recited, among other things, that BVLP had “failed to tender payment for 

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the Shares” and that as a result thereof, was “surrender[ing] the Shares to [the firearm 

detection company] for cancellation.” 

59. Despite BVLP’s failure to tender payment for the Additional Shares, 

and further despite the cancellation, Defendants nevertheless misrepresented to 

BVLP’s limited partners that BVLP in fact held these shares. For example: 

(a) In the February 2021 Investment Portfolio, in a section entitled 

“Commitments: Exciting deals we have contributed to,” Asman identified the 

holdings in BVLP’s investment portfolio, all of which were labeled as “Status: 

Invested,” including the firearm detection company. With respect to the company, the 

Investment Portfolio stated “Total Investment $350,000,” which consisted of the same 

positions that BVLP actually held as denominated in the prior November 20, 2020 

investment portfolio—that is, the initial $50,000 investment and the first $100,000 

follow-on investment—but then also included the purported $200,000 follow-on 

investment for the Additional Shares, which the Investment Portfolio described as a 

“$25M” valuation. 

(b) In an “Investment Portfolio” emailed to BVLP’s limited partners 

on April 16, 2021, again in a section entitled “Commitments: Exciting deals we have 

contributed to,” Asman identified the holdings in BVLP’s investment portfolio, some 

of which were labeled as “Status: Invested,” including the firearm detection company, 

while others as “Status: Committed.” With respect to the company, the Investment 

Portfolio repeated the same description from the February 2021 Investment Portfolio 

of “Total Investment $350,000” and the same breakdown—that is, the initial $50,000 

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investment, the first $100,000 follow-on investment, and the purported $200,000 

follow-on investment for the Additional Shares, which the Investment Portfolio again 

labeled with a “$25M” valuation. 

(c) In an “Investment Portfolio Q2 2021” emailed to BVLP’s limited 

partners on August 4, 2021, Asman identified the holdings in BVLP’s investment 

portfolio, some of which were labeled as “Status: Invested,” including the firearm 

detection company, while others as “Status: Committed.” With respect to the 

company, the Investment Portfolio removed the breakdown from the prior investment 

portfolios, simply describing the investment as “$350,000,” and changing the 

valuation to “$8M [] Average Price of all Shares.” The Investment Portfolio went on 

to state, among other things: “[The firearm detection company] recently announced 

they have raised a $20M Series A financing at a valuation in excess of $100M. That 

represents approximately a 10x increase on investment for Backswing Ventures.” 

(d) In the 2021 Recap, Asman repeated the “$350,000 ($8M 

Valuation, Average Price of all Shares)” description from the prior August 4, 2021 

investment portfolio, but added “Raised Series A Financing at $100M (A 12.5x 

Markup for Backswing Ventures)” to the description. The 2021 Recap further stated, 

among other things: “We expect to see continued revenue and profit growth from [the 

firearm detection company] in 2022, and likely another financing round or potential 

exit.” 

60. In light of BVLP’s failure to tender payment for the Additional Shares, 

and further in light of the subsequent cancellation of the shares, Asman knew, was 

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reckless in not knowing, or, at a minimum, should have known, the representations to 

the limited partners described above in Paragraph 59 were false and misleading. 

61. Information about investments in the AI company and the firearm 

detection company was material because a reasonable investor would find 

representations about BVLP’s investment portfolio—particularly high valuation 

investments described as “Status: Invested” as opposed to “Status: Committed” with 

“10x increase[s]” on investment and anticipated “12.5x” buyouts upon exiting the 

investments—to be important in making an investment decision. 

62. By virtue of misrepresenting the investments in the AI company and 

the firearm detection company, Asman, and by imputation BVGP, made untrue 

statements of material fact or omitted to state material facts necessary to make the 

statements made, in light of the circumstances under which they were made, not 

misleading, to the limited partners of BVLP. 

3. Audit Status 

63. Defendants further misrepresented the status of an independent audit 

of BVLP to the limited partners, notwithstanding Asman’s acknowledgment that the 

audit had not been conducted, and his improper determination that the audit 

requirement could be waived, as described above in Paragraph 40. 

64. In the February 2021 Investment Portfolio, Asman represented, among 

other things, that “[w]e are currently completing our annual financial audit with [the 

accounting firm], they have signed off on the financials, and we are currently awaiting 

their audit opinion which we will have in time for the March update.” 

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65. This representation was false and misleading, and in his capacity as 

principal and control person of BVGP, Asman knew, was reckless in not knowing, or, 

at a minimum, should have known, the information was false and misleading because 

at best, at that point in February 2021, the accounting firm had merely quoted a fee to 

conduct an audit. But the firm had not been engaged to perform the work, and in fact 

had never been engaged to do it, and thus had not completed—much less even 

started—an audit or prepared an audit opinion. 

66. This information was material because a reasonable investor would 

find an independent audit—particularly one undertaken in compliance with the LPA 

which would have revealed the payment of excessive management fees—to be 

important in making an investment decision. 

67. By virtue of misrepresenting the audit information, Asman, and by 

imputation BVGP, made untrue statements of material fact or omitted to state material 

facts necessary to make the statements made, in light of the circumstances under which 

they were made, not misleading, to the limited partners of BVLP. 

4. Asman’s Credentials 

68. The PPM stated, among other things, that BVLP would leverage its 

“diversity of backgrounds and networks to source and evaluate opportunities” in the 

various industries in its investment portfolio. As a further enticement to prospective 

limited partners, the PPM identified Asman as the sole “[k]ey personnel” associated 

with BVGP and provided the following description: 

 

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Kyle has extensive experience helping clients raise capital 
and developing go-to-market strategies. He has held 
investment banking roles at [Investment Firm 1 and 
Investment Firm 2]. In 2018, he cofounded BX3 Capital, 
a boutique investment bank which focused on raising 
capital and financial planning for early stage companies. 
Kyle is passionate about Backswing because he believes in 
helping solve the funding gap amongst early stage 
companies. 
 

69. Beginning on or around February 25, 2020, and at various points during 

the relevant period, Defendants provided marketing materials to the limited partners 

and prospective limited partners of BVLP that contained a similar description of 

Asman’s background as set forth in the PPM. But these marketing materials amplified 

Asman’s purported credentials by representing, among other things, that he had a 

“tenure as a banker with [Investment Firm 1 and Investment Firm 2].” 

70. These representations about Asman’s prior banking experience were 

misleading—he worked only as a summer intern at Investment Firm 1 when he was a 

junior in college and was not offered a full-time position, and he only worked at 

Investment Firm 2 during his senior year of college. Asman therefore knew, was 

reckless in not knowing, or, at a minimum, should have known, that he did not, in 

fact, hold either an “investment banking role” or a “tenure as a banker” with 

Investment Firm 1 or Investment Firm 2. 

71. This credential information was material because a reasonable investor 

would find representations from the sole “[k]ey personnel” about his background and 

pedigree in directing BVLP’s affairs and managing the investor’s investment funds to 

be important in making an investment decision. 

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72. By virtue of misrepresenting his credentials, Asman, and by imputation 

BVGP, made untrue statements of material fact or omitted to state material facts 

necessary to make the statements made, in light of the circumstances under which they 

were made, not misleading, to the limited partners and prospective limited partners of 

BVLP. 

COUNT I 

Fraud in Violation of Section 206(1) of the Advisers Act 

(Against all Defendants) 

73. The Commission repeats and realleges Paragraphs 1-3 and 5-38 of its 

Complaint. 

74. Defendants acted as investment advisers to their client, BVLP, within 

the meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)]. 

75. By engaging in the conduct described in this Complaint, Defendants, 

by use of the mails or the means or instrumentalities of interstate commerce, directly 

or indirectly, knowingly or recklessly employed a device, scheme, or artifice to defraud 

a client or prospective client. 

76. By reason of the foregoing, Defendants violated, and, unless enjoined, 

are reasonably likely to continue to violate, Section 206(1) of the Advisers Act [15 

U.S.C. § 80b-6(1)]. 

 

 

 

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COUNT II 

Fraud in Violation of Section 206(2) of the Advisers Act 

(Against all Defendants) 

77. The Commission repeats and realleges Paragraphs 1-3 and 5-38 of its 

Complaint. 

78. Defendants acted as investment advisers to their client, BVLP, within the 

meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)]. 

79. By engaging in the conduct described in this Complaint, Defendants, by 

use of the mails or the means or instrumentalities of interstate commerce, directly or 

indirectly, knowingly, recklessly, or negligently engaged in a transaction, practice, or 

course of business which operated as a fraud or deceit upon a client or prospective 

client. 

80. By reason of the foregoing, Defendants violated, and, unless enjoined, 

are reasonably likely to continue to violate, Section 206(2) of the Advisers Act [15 

U.S.C. § 80b-6(2)]. 

COUNT III 

Fraud in Violation of Section 206(4) and Rule 206(4)-8(a)(1) of the Advisers Act 

(Against all Defendants) 

81. The Commission repeats and realleges Paragraphs 1, 4-27, and 47-72 of 

its Complaint. 

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82. Defendants acted as investment advisers to their client, BVLP, within the 

meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)]. 

83. BVLP was a “pooled investment vehicle” within the meaning of Rule 

206(4)-8(b) of the Advisers Act [17 C.F.R. § 275.206(4)-8(b)]. 

84. By engaging in the conduct described in this Complaint, Defendants, by 

use of the mails or the means or instrumentalities of interstate commerce, directly or 

indirectly, knowingly, recklessly, or negligently made an untrue statement of a 

material fact or omitted to state a material fact necessary to make the statements made, 

in the light of the circumstances under which they were made, not misleading, to an 

investor or prospective investor in BVLP. 

85. By reason of the foregoing, Defendants violated, and, unless enjoined, 

are reasonably likely to continue to violate, Section 206(4) and Rule 206(4)-8(a)(1) of 

the Advisers Act [15 U.S.C. § 80b-6(4) and 17 C.F.R. § 275.206(4)-8(a)(1)]. 

COUNT IV 

Fraud in Violation of Section 206(4) and Rule 206(4)-8(a)(2) of the Advisers Act 

(Against all Defendants) 

86. The Commission repeats and realleges Paragraphs 1, 4-27, and 39-46 of 

its Complaint. 

87. Defendants acted as investment advisers to their client, BVLP, within the 

meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)]. 

88. BVLP was a “pooled investment vehicle” within the meaning of Rule 

206(4)-8(b) of the Advisers Act [17 C.F.R. § 275.206(4)-8(b)]. 

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89. By engaging in the conduct described in this Complaint, Defendants, by 

use of the mails or the means or instrumentalities of interstate commerce, directly or 

indirectly, knowingly, recklessly, or negligently engaged in an act, practice, or a course 

of business that was fraudulent, deceptive, or manipulative with respect to investors or 

prospective investors in BVLP. 

90. By reason of the foregoing, Defendants violated, and, unless enjoined, 

are reasonably likely to continue to violate, Section 206(4) and Rule 206(4)-8(a)(2) of 

the Advisers Act [15 U.S.C. § 80b-6(4) and 17 C.F.R. § 275.206(4)-8(a)(2)]. 

RELIEF REQUESTED 

WHEREFORE, the Commission respectfully requests the Court find that 

Defendants committed the violations charged and that, as a result of these violations, 

Asman received ill-gotten gains; and enter final judgments: 

I. 

Permanent Injunctions 

Permanently restraining and enjoining Defendants, their officers, agents, 

servants, employees, attorneys, and all persons in active concert or participation with 

them, and each of them, pursuant to Section 209(d) of the Advisers Act [15 U.S.C. 

§ 80b-9(d)], from directly or indirectly violating Sections 206(1), 206(2), 206(4), and 

Rule 206(4)-8 of the Advisers Act [15 U.S.C. §§ 80b-6(1), 80b-6(2), 80b-6(4), and 17 

C.F.R. § 275.206(4)-8], by committing or engaging in specified actions or activities 

relevant to such violations. 

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II. 

Conduct-Based Injunction 

 Permanently restraining and enjoining Asman from, directly or indirectly, 

acting as or being associated with any investment adviser, pursuant to Section 21(d)(5) 

of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78u(d)(5)] and 

Section 209(d) of the Advisers Act [15 U.S.C. § 80b-9(d)]. For purposes of this 

paragraph, a person is associated with an investment adviser if such person is a partner, 

officer, or director of such investment adviser (or performs similar functions), or 

directly or indirectly controls or is controlled by such investment adviser, including 

any employee of such investment adviser. 

III. 

Disgorgement 

Ordering Asman to disgorge his ill-gotten gains, plus prejudgment interest, 

pursuant to Sections 21(d)(5) and 21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d) 

(5), (7)]. 

IV. 

Penalties 

Ordering each Defendant to pay a civil money penalty pursuant to Section 

209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)]. 

 

 

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V. 

Further Relief 

Granting any other and further relief the Court may deem just or necessary. 

VI. 

Retention of Jurisdiction 

Further, the Commission respectfully requests the Court retain jurisdiction over 

this action and over Defendants in order to implement and carry out the terms of all 

orders and decrees that may hereby be entered, or to entertain any suitable application 

or motion by the Commission for additional relief within the jurisdiction of this Court. 

JURY DEMAND 
  

The Commission demands a trial by jury as to all claims so triable. 
 
 
 
 
DATED:  April 9, 2026 Respectfully submitted, 

 
 By: /s/ Patrick R. Costello    

  Patrick R. Costello 
Florida Bar No. 75034  
SECURITIES AND EXCHANGE 
COMMISSION 
100 F. Street NE 
Washington, DC 20549 
Tel: (202) 551-3982 
Email: [email protected] 
 
Lead Counsel for Plaintiff 
 
 
 

   

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