SEC: 38 Entities Feigned Legitimacy as U.S. Advisers Through False Filings to Lure Retail Investors

The Securities and Exchange Commission today charged 38 entities alleging that they made material misrepresentations in Forms ADV filed with the Commission between 2025 and 2026 to falsely portray themselves as legitimate advisory firms to U.S. investors. The complaints also allege that the defendants, a number of whom used IP addresses that were tracked to foreign jurisdictions to connect to the Commission’s filing system, failed to respond to requests by Commission counsel to provide records to substantiate information on their Forms ADV.

“Our complaints allege large-scale abuse of SEC adviser filings by persons, several of whom are likely located overseas, exploiting interest in emerging technologies,” said Laura D’Allaird, Chief of the SEC Enforcement Division's Cyber and Emerging Technologies Unit. “When we find bad actors using fraudulent SEC filings to feign legitimacy with retail investors, we will act decisively to disrupt these operations.”  

According to the complaints, the defendants made material misrepresentations and statements that could not be substantiated in Forms ADV filings, including listing places of business at addresses in Colorado where the defendants had no presence and providing phone numbers that are disconnected or belong to unrelated businesses. The SEC complaints also allege that the defendants disclosed an ownership structure and numerical data that was identical or nearly identical to a multitude of other purported exempt reporting advisers (ERA) and claimed that the financial statements of the private funds they purportedly advised had been audited by one of two independent public accounting firms, neither of which can be found in any public registry of federal or state accountancy firms. The SEC also alleges that certain defendants have been marketed on websites, some of which displayed a fake certificate indicating that the defendant was registered with the SEC, even though it was not.