SEC Proceedings

The SEC issued two orders instituting proceedings against American CryptoFed DAO. The first order issued on 11/10/2021, is ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS AND NOTICE OF HEARING PURSUANT TO SECTION 12(j) OF THE SECURITIES EXCHANGE ACT OF 1934 (“Form 10 Proceedings”). The second order issued on 11/18/2022, is ORDER FIXING TIME AND PLACE OF PUBLIC HEARINGS AND INSTITUTING ADMINISTRATIVE PROCEEDINGS PURSUANT TO SECTION 8(d) OF THE SECURITIES ACT OF 1933 (“Form S-1 Proceedings”). The Form 10 Proceedings were closed on 09/19/2022, after American CryptoFed withdrew its Form 10 filing. The Form S-1 Proceedings are the extension of, rather than separation from, the Form 10 Proceedings.

Below, we provide a reverse chronological disclosure of all the documents and communications related to both Form 10 and Form S-1 proceedings.

The big picture as to how American CryptoFed as a DAO functions from the perspective of Generally Accepted Accounting Principles (GAAP) in the context of Form S-1 filing, can be found in:

1. American CryptoFed’s Motion (01/30/2023)
2. SEC Division of Enforcement’s Opposition (02/02/2023)
3. American CryptoFed’s Reply (02/06/2023)
4. Judge Carol Fox Foelak’s Order (02/07/2023)
5. American CryptoFed’s Motion (02/14/2023)
6. SEC Division of Enforcement’s Opposition (02/15/2023)
7. American CryptoFed’s Reply (02/16/2023)
8. Judge Carol Fox Foelak’s Order (02/17/2023)
Date
Description
July 11, 2022
Ltr from American CryptoFed to Mr. Dobbie, Acting Office Chief - Division of Corporation Finance, cc'd to Division of Enforcement Staff. Re: American CryptoFed DAO LLC Order Denying Withdrawal of Registration Statement under the Securities Act of 1933. File No.: 333-259603
July 6, 2022
July 5, 2022
Re: American CryptoFed DAO LLC Request for Withdrawal of Registration Statement on Form 10 – 12(g) File No.: 000-56339
June 30, 2022
RESPONDENT AMERICAN CRYPTOFED DAO LLC’S OPPOSITION TO THE DIVISION OF ENFORCEMENT’S MOTION TO SEAL
June 28, 2022
Secure Email sent by Mr. Baker, cc'd to Division Staff notifying Mr. Moeller of subpoena issued by SEC Staff.
June 26, 2022
Email thread between Mr. Zhou, Mr. Moeller, Mr. Bruckmann & Division of Enforcement staff. Mr. Dobbie of Corporation Finance is also cc'd on thread. Re: In the Matter of American CryptoFed, AP File No. 3-20650: Section 8(e) Examination Order, Subpoena, and Motion to Seal
June 21, 2022
Re: In the Matter of American CryptoFed, AP File No. 3- 20650: Section 8 (e) Examination Order, Subpoena, and Motion to Seal
June 17, 2022
Secure email sent from Mr. Dobbie, Division of Corporation Finance to Mr. Moeller, cc'ing Mr. Bruckmann. Subject: smail American CryptoFed Withdrawal Request. Refers to American CryptoFed Exhibit 20
June 16, 2022
RESPONDENT AMERICAN CRYPTOFED DAO LLC’S OPPOSITION TO THE DIVISION OF ENFORCEMENT’S MOTION TO SEAL
June 15, 2022
Letter from American CryptoFed to the Division of Enforcement, cc'd to Mr. Dobbie, Division of Corporation Finance - Re: In the Matter of American CryptoFed, AP Section 8(e) Examination Order, Subpoena, and Motion to Seal
June 13, 2022
American CryptoFed DAO LLC Request for Withdrawal of Registration Statement on Form S-1 File No.: 333-259603
June 9, 2022
EXHIBITS FOR RESPONDENT AMERICAN CRYPTOFED DAO LLC'S OPPOSITION TO THE DIVISION OF ENFORCEMENT'S MOTION FOR LEAVE TO FILE A MOTION TO SET AN EXPEDITED BRIEFING SCHEDULE
June 9, 2022
RESPONDENT AMERICAN CRYPTOFED DAO LLC'S OPPOSITION TO THE DIVISION OF ENFORCEMENT'S MOTION FOR LEAVE TO FILE A MOTION TO SET AN EXPEDITED BRIEFING SCHEDULE
June 8, 2022
Email thread between American CryptoFed and Division of Enforcement. Re: In the Matter of American CryptoFed, AP File No. 3-20650: Cease and Desist Order Request. Exhibit incorporates multiple exhibits, including American CryptoFed exhibits 5, 16, 17, and 21.
June 8, 2022
Letter from American CryptoFed to the Division of Enforcement (American CryptoFed's Reply to the Division of Enforcement's Response dated June 3, 2022)
June 6, 2022
Re: American CryptoFed DAO LLC Request for Withdrawal of Registration Statement on Form S-1 File No.: 333-259603
June 3, 2022
Letter from the Division of Enforcement to American CryptoFed: "In the Matter of American CryptoFed DAO LLC AP File No. 3-20650" (The Division of Enforcement's Response to American CryptoFed's Letter on Cease-andDesist Request)
May 30, 2022
DOE EXHIBIT 1 FOR LEAVE TO FILE A MOTION TO SET AN EXPEDITED BRIEFING SCHEDULE TO FILE A MOTION TO SET AN EXPEDITED BRIEFING SCHEDULE
May 30, 2022
May 30, 2022 Letter from American CryptoFed to the Division of Enforcement (American CryptoFed's Letter on Cease-and-Desist Request). Shared Exhibit with Divison's Exhibit 13
March 24, 2022
RESPONDENT AMERICAN CRYPTOFED DAO LLC’S OPPOSITION TO THE DIVISION OF ENFORCEMENT’S MOTION FOR LEAVE TO FILE A MOTION TO SET A BRIEFING SCHEDULE
March 24, 2022
January 23, 2022
January 18, 2022
January 18, 2022
Email by Ms. Orr to Mr. Bruckmann: My resignation as CEO cc'd to Division Staff, Mr. Moeller and Mr. Zhou
January 15, 2022
January 15, 2022
Email sent by Mr. Moeller to Mr. Bruckmann Re:--Howey Test with American CryptoFed's Exhibit 49 attached in the response.
January 12, 2022
Email by Mr. Bruckmann to American CryptoFed RE: In the Matter of American CryptoFed, AP File No. 3-20650 - Howey Test
January 9, 2022
Email thread with attachments between Mr. Moeller, Ms. Orr and Mr. Bruckmann Re: --Howey Test referenced by American CryptoFed Exhibit 50.
January 9, 2022
NOTICE OF APPEARANCE OF SCOTT MOELLER AND XIAOMENG ZHOU AS ADDITIONAL REPRESENTATIVES FOR AMERICA CRYPTOFED DAO LLC
January 9, 2022
RESPONDENT’S REPLY TO DIVISION OF ENFORCEMENT’S OPPOSITION TO RESPONDENT’S MOTION FOR EXEMPTION FROM SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
January 9, 2022
January 6, 2022
DIVISION OF ENFORCEMENT’S OPPOSITION TO RESPONDENT’S MOTION FOR EXEMPTION FROM SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
January 6, 2022
Release No. 93922 ORDER DENYING MOTION FOR A BRIEFING SCHEDULE AND DIRECTING FURTHER PROCEDURES FOR THE FILING OF MOTIONS
January 4, 2022
RESPONDENT AMERICAN CRYPTOFED DAO LLC'S MOTION FOR EXEMPTION FROM SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
January 2, 2022
Email Communications between American CryptoFed and the Division of Enforcement regarding Notices of Appearance
December 28, 2021
December 27, 2021
RESPONDENT'S OPPOSITION TO DIVISION OF ENFORCEMENT'S MOTION FOR A BRIEFING SCHEDULE AND INCORPORATED MEMORANDUM OF LAW
December 26, 2021
RESPONDENT’S REPLY TO DIVISION OF ENFORCEMENT’S OPPOSITION TO RESPONDENT’S MOTION TO DISMISS THE ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS
December 25, 2021
RESPONDENT’S REPLY TO DIVISION OF ENFORCEMENT’S MEMORANDUM IN OPPOSITION TO RESPONDENT’S MOTION TO LIFT THE ORDER THAT STAYS THE EFFECTIVENESS OF RESPONDENT’S FORM 10
December 23, 2021
RESPONDENT’S REPLY TO DIVISION OF ENFORCEMENT’S OMNIBUS OPPOSITION TO RESPONDENT’S MOTION TO CONFIRM THE OPERATION OF FORM 10, SECTION 12(g), 12 (b) AND 12 (h) OF [THE] SECURITIES EXCHANGE ACT OF 1934 AND MOTION TO CONFIRM THE OPERATION OF FORM 10, RULE 12B-20 AND SECTION 12(C)
December 22, 2021
DIVISION OF ENFORCEMENT’S OPPOSITION TO RESPONDENT’S MOTION TO DISMISS THE ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS
December 22, 2021
DIVISION OF ENFORCEMENT’S MEMORANDUM IN OPPOSITION TO RESPONDENT’S MOTION TO LIFT THE ORDER THAT STAYS THE EFFECTIVENESS OF RESPONDENT’S FORM 10
December 21, 2021
December 21, 2021 Letter from Respondent to Division of Enforcement - Re: In the Matter of American CryptoFed, AP File No. 3020650
December 21, 2021
DIVISION OF ENFORCEMENT’S MOTION FOR A BRIEFING SCHEDULE AND INCORPORATED MEMORANDUM OF LAW.
December 21, 2021
RESPONDENT’S REPLY TO THE DIVISION OF ENFORCEMENT’S OPPOSITION TO RESPONDENT’S MOTION TO CONFIRM THE TEXT OF SECTION 12(j) OF THE SECURITIES EXCHANGE ACT OF 1934 AND MANDATE PROCEDURE
December 21, 2021
DIVISION OF ENFORCEMENT’S OMNIBUS OPPOSITION TO RESPONDENT’S MOTION TO CONFIRM THE OPERATION OF FORM 10, SECTION 12(g), 12 (b) AND 12 (h) OF [THE] SECURITIES EXCHANGE ACT OF 1934 AND MOTION TO CONFIRM THE OPERATION OF FORM 10, RULE12b-20 AND SECTION 12(c) OF [THE] SECURITIES EXCHANGE ACT OF 1934.
December 20, 2021
DIVISION OF ENFORCEMENT’S OPPOSITION TO RESPONDENT’S MOTION TO CONFIRM THE TEXT OF SECTION 12(j) OF [THE] SECURITIES ACT OF 1934 AND MANDATE PROCEDURE
December 19, 2021
RESPONDENT AMERICAN CRYPTOFED DAO LLC’S MOTION TO DISMISS THE ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS AND NOTICE OF HEARING PURSUANT TO SECTION 12(j) OF THE SECURITIES EXCHANGE ACT OF 1934
December 18, 2021
RESPONDENT AMERICAN CRYPTOFED DAO LLC’S MOTION TO CONFIRM THE OPERATION OF FORM 10, RULE12b-20 AND SECTION 12 (c) OF SECURITIES EXCHANGE ACT OF 1934.
December 18, 2021
RESPONDENT AMERICAN CRYPTOFED DAO LLC’S MOTION TO CONFIRM THE OPERATION OF FORM 10, SECTION 12(g), 12 (b) AND 12 (h) OF SECURITIES EXCHANGE ACT OF 1934.
December 16, 2021
RESPONDENT AMERICAN CRYPTOFED DAO LLC’S MOTION TO CONFIRM THE TEXT OF SECTION 12(j) OF SECURITIES EXCHANGE ACT OF 1934 AND MANDATE PROCEDURE
December 16, 2021
Release No. 93806 ORDER DENYING MOTION TO APPOINT A HEARING OFFICER AND MOTIONS FOR A CONTINUANCE OF THE PREHEARING CONFERENCE AND DIRECTING FURTHER PROCEDURES FOR THE FILING OF A MOTION FOR SUMMARY DISPOSITION
December 15, 2021
RESPONDENT AMERICAN CRYPTOFED DAO LLC'S MOTION TO LIFT THE ORDER THAT STAYS THE EFFECTIVENESS OF RESPONDENT'S FORM 10.
December 13, 2021
RESPONDENT’S REPLY TO DIVISION OF ENFORCEMENT’S OMNIBUS MEMORANDUM IN OPPOSITION TO RESPONDENT’S MOTIONS FOR A MORE DEFINITE STATEMENT
December 12, 2021
RESPONDENT’S REPLY TO DIVISION OF ENFORCEMENT’S RESPONSE TO RESPONDENT’S MOTION FOR A PROCEDURE TO DETERMINE THE DATE AND TIME FOR THE PREHEARING CONFERENCE
December 12, 2021
RESPONDENT’S REPLY TO DIVISION OF ENFORCEMENT’S OMNIBUS RESPONSE TO RESPONDENT’S MOTIONS REGARDING A PREHEARING CONFERENCE #2 AND #3
December 10, 2021
DIVISION OF ENFORCEMENT'S RESPONSE TO RESPONDENT'S MOTION FOR A PROCEDURE TO DETERMINE THE DATE AND TIME FOR THE PREHEARING CONFERENCE (RELATED TO 224-226)
December 10, 2021
DIVISION OF ENFORCEMENT’S OMNIBUS RESPONSE TO RESPONDENT’S MOTIONS REGARDING A PREHEARING CONFERENCE #2 AND #3
December 10, 2021
DIVISION OF ENFORCEMENT'S OMNIBUS MEMORANDUM IN OPPOSITION TO RESPONDENT'S MOTIONS FOR A MORE DEFINITE STATEMENT
December 10, 2021
INDEX OF EXHIBITS FOR AMERICAN CRYPTOFED DAO LLC'S MOTION FOR A PROCEDURE TO DETERMINE THE DATE AND TIME FOR THE PREHEARING CONFERENCE
December 9, 2021
MOTION FOR A CONFIRMATION THAT THE PREHEARING CONFERENCE MUST BE CONDUCTED BEFORE A MOTION FOR SUMMARY DISPOSITION IS ALLOWED - NO.3
December 9, 2021
MOTION FOR SCHEDULING THE PREHEARING CONFERENCE AFTER THE SECURITIES AND EXCHANGE COMMISSION’S RULING ON MOTION FOR MORE DEFINITE STATEMENT - NO.2
December 8, 2021
December 3, 2021
File No. 3-20650 - RESPONDENT AMERICAN CRYPTOFED DAO LLC'S MOTION FOR MORE DEFINITE STATEMENT NO.7
December 3, 2021
File No. 3-20650 - RESPONDENT AMERICAN CRYPTOFED DAO LLC'S MOTION FOR MORE DEFINITE STATEMENT NO. 6
December 3, 2021
File No. 3-20650 - RESPONDENT AMERICAN CRYPTOFED DAO LLC'S MOTION FOR MORE DEFINITE STATEMENT NO.5
December 3, 2021
File No. 3-20650 - RESPONDENT AMERICAN CRYPTOFED DAO LLC'S MOTION FOR MORE DEFINITE STATEMENT NO.4
December 3, 2021
FILE No. 3-20650 - RESPONDENT AMERICAN CRYPTOFED DAO LLC'S MOTION FOR MORE DEFINITE STATEMENT NO. 3
December 3, 2021
File No. 3-20650 - RESPONDENT AMERICAN CRYPTOFED DAO LLC'S MOTION FOR MORE DEFINITE STATEMENT NO. 2
December 3, 2021
Administrative Proceeding File No. 3-20650 RESPONDENT AMERICAN CRYPTOFED DAO LLC'S MOTION FOR MORE DEFINITE STATEMENT NO.1
December 3, 2021
Administrative Proceeding File No. 3-20650 INDEX OF EXHIBITS FOR AMERICAN CRYPTOFED DAO LLC'S ANSWER TO OIP AND MOTIONS FOR MORE DEFINITE STATEMENTS NO.1 THROUGH NO.7
December 3, 2021
Administrative Proceeding File No. 3-20650 RESPONDENT AMERICAN CRYPTOFED DAO LLC’S ANSWER TO ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS AND NOTICE OF HEARING PURSUANT TO SECTION 12(j) OF THE SECURITIES EXCHANGE ACT OF 1934
November 29, 2021
Letter from Division of Enforcement to American CryptoFed in Response to Nov. 26,27,28, 2021 Emails sent by American CryptoFed.
November 22, 2021
Letter from Division of Enforcement to American CryptoFed Re: In the Matter of American CryptoFed DAO LLC AP File No. 3-20650
November 14, 2021
MOTION FOR EXTENSION OF TIME FOR RESPONDENT TO FILE ANSWER TO THE ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS AND NOTICE OF HEARING PURSUANT TO SECTION 12(j) OF THE SECURITIES EXCHANGE ACT OF 1934
November 14, 2021
NOTICE OF APPEARANCE OF MARIAN ORR, SCOTT MOELLER AND XIAOMENG ZHOU AS REPRESENTATIVES FOR AMERICA CRYPTOFED DAO LLC
November 10, 2021
Release No. 93551 ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS AND NOTICE OF HEARING PURSUANT TO SECTION 12(j) OF THE SECURITIES EXCHANGE ACT OF 1934
November 10, 2021
ORDER INSTITUTING ADMINISTRATIVE PROCEEDINGS AND NOTICE OF HEARING PURSUANT TO SECTION 12(j) OF THE SECURITIES EXCHANGE ACT OF 1934
November 3, 2021
November 3, 2021 Letter from American CryptoFed to the Division of Enforcement Response to American CryptoFed's October 12, 2021 Letter
November 1, 2021
Investigation #HO-143999 Declaration of Leevented Henley Internet Preservation of https://www.americancryptofed.org
October 30, 2021
October 30, 2021 Letter from American CryptoFed to the Division of Enforcement Response to American CryptoFed's October 12, 2021 Letter
October 29, 2021
Secure Email reply by Ms. Tarasevich, to Ms. Orr, cc'd to Division of Enforcement staff, Mr. Zhou and Mr. Moeller
October 29, 2021
October 29, 2021 Letter from American CryptoFed to the Division of Enforcement on Response to American CryptoFed's October 12, 2021 Letter
October 28, 2021
Email cover sheet from Ms. Tarasevich to Ms. Orr, Mr. Moeller and Mr. Zhou re Division Exhibit 20 and Form 1662
October 28, 2021
Letter from Ms. Tarasevich, Assistant Director, Cyber Unit of the Division of Enforcement to Ms. Orr, American CryptoFed DAO (same as Division's Exhibit 20) Re: In the Matter of American CryptoFed, MHO-14399
October 27, 2021
Email by Mr. Moeller to Division of Enforcement, and Mr. Zhou including the correct email address for Mr. Zhou in the Oct. 28 WebEx invite with the Division.
October 27, 2021
Email thread with Ms. Tarasevich confirming time for Oct. 28 WebEx, and invitation to be sent.
October 27, 2021
Email by Ms. Orr to Ms. Tarasevich & Division of Enforcement confirming next day Oct 28, 2021 for the requested Form 10 and Form S-1 registration statements discussion with the SEC