SEC v. Christopher Beals; and Arden Lee, No. 2:24-cv-08215, Central District of California (Sept. 25, 2024) — Complaint

COMPLAINT
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DOUGLAS M. MILLER (Cal. Bar No. 240398)
Email:  [email protected]
CHRISTOPHER A. NOWLIN (Cal. Bar No. 268030)
Email:  [email protected]

Attorneys for Plaintiff
Securities and Exchange Commission
Katharine E. Zoladz, Regional Director
Gary Y. Leung, Associate Regional Director
Douglas M. Miller, Regional Trial Counsel
444 S. Flower Street, Suite 900
Los Angeles, California 90071
Telephone: (323) 965-3998
Facsimile: (213) 443-1904
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA

SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,

vs.
CHRISTOPHER BEALS and ARDEN
LEE,
Defendants.

 Case No. 2:24-cv-08215

COMPLAINT

Plaintiff Securities and Exchange Commission (“SEC”) alleges:
JURISDICTION AND VENUE
1. The Court has jurisdiction over this action pursuant to Sections 20(b),
20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§
77t(b), 77t(d)(1) & 77v(a), and Sections 21(d)(1), 21(d)(3)(A), 21(e) and 27(a) of the
Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1),
78u(d)(3)(A), 78u(e) & 78aa(a).
2. Defendants have, directly or indirectly, made use of the means or

COMPLAINT
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instrumentalities of interstate commerce, of the mails, or of the facilities of a national
securities exchange in connection with the transactions, acts, practices and courses of
business alleged in this complaint.
3. Venue is proper in this district pursuant to Section 22(a) of the Securities
Act, 15 U.S.C. § 77v(a), and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a),
because certain of the transactions, acts, practices and courses of conduct constituting
violations of the federal securities laws occurred within this district.  In addition,
venue is proper in this district because Defendants Christopher Beals (“Beals”) and
Arden Lee (“Lee”) reside in this district.
SUMMARY
4. WM Technology, Inc. (“WM Technology”) is a publicly-traded
company that operates an online marketplace connecting cannabis users with
cannabis businesses.  This civil enforcement action concerns negligent
misrepresentations by Christopher Beals and Arden Lee –    the company’s former
chief executive officer and chief financial officer –   to the investing public about a   key
operating metric: the number of “monthly active users” (“MAU”) for WM
Technology’s online marketplace.
5. WM Technology’s stock became publicly traded as part of a   de-SPAC
transaction in June 2021.  When reporting MAU publicly, WM Technology described
MAU as   the number of unique users opening the WM Technology mobile app or
accessing the WM Technology website during the course of a calendar month, and
further explained that the number of MAU was determined by counting the total
number of users that had “engaged with” the company’s website during the final
calendar month of the given period.  WM Technology described MAU as a “key
operating metric” in its public filings with the Commission.  Both during the de-
SPAC transaction and after WM Technology became public, WM Technology
repeatedly reported substantial and continued MAU growth and emphasized the
strength and expansion of WM Technology’s user base in the company’s public

COMPLAINT
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filings and earnings calls.
6. Contrary to these statements, however, a large and increasing percentage
of the users of the WM Technology site were instead persons who visited a third-
party site that were then automatically shown the WM Technology site by way of a
“pop-under” advertisement (which appeared under their browser windows).
Consequently, these purportedly “active” users did not volitionally seek out the WM
Technology site, and, in most instances, did not click on any links or otherwise
engage in measurable activity on the WM Technology site.
7. Despite the reported growth in MAU, WM Technology’s user
engagement metrics were stagnant or declining.  Beals and Lee were told about the
declining user trends on the WM Technology site and the fact that these non-
engaging users were making up an increasingly large percentage of WM
Technology’s total MAU.  They understood that only a very small percentage of
users acquired by pop-under ads were clicking on any links or otherwise engaging in
measurable activity on the WM Technology site, and they were told that WM
Technology was using paid traffic, and pop-under ads specifically, to hit MAU
targets.  Beals and Lee failed to reasonably follow up on this accelerating trend, failed
to disclose that the calculation of MAUs included an increasing percentage of non-
engaging users whose only contact with the site consisted of having a pop-under ad
open on their device, and negligently continued to sign WM Technology’s SEC
filings and make public statements that reported MAU numbers that included non-
engaging users when discussing the company’s growing user base.
8. Through their conduct, Beals and Lee violated Sections 17(a)(2) and (3)
of the Securities Act, 15 U.S.C. §§77q(a)(2) and (3), and Section 14(a) of the
Exchange Act, 15 U.S.C. § 78n, and Rule 14a-9 thereunder, 17 C.F.R. § 240.14a-9.
9. As a result of this conduct, the SEC seeks an order permanently
enjoining Beals and Lee from future violations of these Securities Act and Exchange
Act provisions, barring them from acting as an officer or director of a public issuer

COMPLAINT
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pursuant to Section 21(d)(5) of the Exchange Act, 15 U.S.C. § 78u(d)(5) and this
Court’s inherent equitable powers, and imposing civil money penalties against them
pursuant to Section 20(d) of the Securities Act, 15 U.S.C. § 77t(d), and
Section 21(d)(3) of the Exchange Act, 15 U.S.C.§ 78u(d)(3).
THE DEFENDANTS
10. Christopher Beals, age 44, is a resident of Los Angeles, California.
Beals served as chief executive officer of WM Technology and its private company
predecessor entity from March 2019 until his departure from the company in
November 2022.  Beals also served as a WM Technology board member from June
2021 until November 2022.
11. Arden Lee, age 48, is a resident of Pacific Palisades, California.  Lee
served as chief financial officer of WM Technology and its private company
predecessor entity from February 2019 through his voluntary departure from the
company in July 2023.
RELATED ENTITY
12. WM Technology, Inc.,  is a publicly traded Delaware corporation with
its principal place of business in Irvine, California.  WM Technology is listed on
NASDAQ under the ticker “MAPS,” and its common stock is registered with the
Commission pursuant to Section 12(b) of the Exchange Act.  WM Technology was
the subject of a cease-and-desist and administrative proceeding with the SEC.  In the
Matter of WM Technology, Inc., Exchange Act Release No. 101153, Admin. Proc.
File No. 3-22172 (September 24, 2024).
THE ALLEGATIONS
A. WM Technology’s Business and Origin as a Public Company
13. WM Technology operates an online marketplace connecting members of
the public who are interested in purchasing or learning about cannabis (WM
Technology’s “users”) with cannabis businesses seeking to promote their cannabis
products or brands (WM Technology’s “clients”).

COMPLAINT
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14. WM Technology primarily generates revenue by charging cannabis
business clients to list or advertise their cannabis products or brands on the WM
Technology site.  WM Technology does not charge its users to use its   site.
15. A key part of WM Technology’s pitch to its revenue generating business
clients is that the WM Technology site has a significant user base of frequent
cannabis consumers.
16. WM Technology, which had been in business as a private company
since 2008, became a public company in June 2021 as part of a de-SPAC transaction
with a special purpose acquisition company (the “SPAC”), which was first announced
on December 10, 2020.
B. WM Technology’s Relevant MAU Statements During the De-SPAC
Process: Spring 2021
17. The SPAC filed an S-4 registration statement with the SEC that was
declared effective on May 25, 2021.
18. On May 26, 2021, the SPAC issued a proxy statement/prospectus, which
sought approval from the SPAC’s shareholders for the contemplated merger
transaction between the SPAC and WM Technology’s private company predecessor
entity.
19. The May 26, 2021 proxy statement provided the SPAC’s shareholders
with detailed information regarding WM Technology’s business, including its MAU
metric.
20. On behalf of WM Technology, both Beals and Lee participated in
providing the information about WM Technology’s business to the SPAC for its
proxy statement/prospectus, which they knew would be publicly filed with the SEC.
21. The SPAC’s May 26, 2021 proxy statement/prospectus noted that Beals
and Lee would be the CEO and CFO of the surviving public company, with Beals
also a nominee director, and it included biographies of both Beals and Lee.
22. The SPAC’s May 26, 2021 proxy statement/prospectus described MAU

COMPLAINT
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as measuring the number of people who opened the WM Technology app or accessed
the WM Technology site and explained that WM Technology determined its MAUs
by counting the total number of users who have “engaged with” the WM Technology
site in the final calendar month of a given quarter.
23. Using this definition, the SPAC’s May 26, 2021 proxy
statement/prospectus stated that WM Technology’s MAU was 9.1 million as of
March 31, 2021.
24. The SPAC’s May 26, 2021 proxy statement/prospectus described MAU
as one of seven “Key Operating and Financial Metrics” for WM Technology’s
business, alongside metrics like revenue, net income, and EBITDA.  Of these
identified seven key metrics, MAU was the only metric that showed user traffic or
activity on WM Technology’s site.
25. The SPAC’s May 26, 2021 proxy statement/prospectus explained that
WM Technology monitored these “Key Operating and Financial Metrics” “to
evaluate [its] business, measure [its] performance, identify trends affecting [its]
business, formulate business plans, and make strategic decisions.”  The filing also
explained the importance of the MAU metric, stating: “We view the number of
MAUs as a key indicator of our growth, the breadth and reach of our weedmaps.com
site, the value proposition and consumer awareness of our brand, the continued use of
our sites by our users and their level of interest in the cannabis industry.”
26. The SPAC’s May 26, 2021 proxy statement/prospectus highlighted WM
Technology’s “over nine million MAUs” and that WM Technology had increased its
MAUs each year from 2018 to 2020.  Various charts set forth in the filing reported
consistent year-over-year MAU growth.
27. The SPAC’s May 26, 2021 proxy statement/prospectus further noted that
WM Technology intended to disclose MAU on a quarterly basis going forward in its
filings with the Commission.
28. The business combination between WM Technology’s private company

COMPLAINT
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predecessor entity and the SPAC was approved and consummated on June 16, 2021.
C. WM Technology’s MAU Statements as a Public Company:  July
2021 to May 2022
29. WM Technology continued to publicly report monthly active users, or
MAU, as its sole user metric after the business combination was approved and it
became a public company in June 2021.
30. WM Technology reported MAU in its July 20, 2021 Form S-1
registration statement and associated prospectuses.
31. WM Technology also reported MAU in its quarterly and annual reports
and in its related earnings releases.
32. In the Management’s Discussion and Analysis section for each of these
filings, WM Technology continued to identify MAU as one of its   seven “Key
Operating and Financial Metrics.”  In each periodic report, WM Technology
continued to describe MAU the same way:
We define MAUs as the number of unique users opening our
Weedmaps mobile app or accessing our Weedmaps.com website
over the course of a calendar month.  In any particular period, we
determine our number of MAUs by counting the total number of
users who have engaged with the weedmaps.com site during the
final calendar month of the given period.
33. Other references to MAU in these filings did not explicitly describe
these users as having “engaged” with WM Technology’s site, but none of these other
references contradicted the claim that a user had to “engage” to be counted towards
MAU.
34. From becoming public in June 2021 up to its Form 10-Q filed on May 6,
2022, WM Technology reported consistent quarterly MAU growth and highlighted
this growth trajectory in its SEC filings, which included disclosure of its MAU metric
relative to the same quarter in the prior year, often disclosing annual MAU growth of

COMPLAINT
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41. Analysts at times cited WM Technology’s consistent MAU growth as a
positive business trend in their reports on the company.
D. WM Technology’s Undisclosed and Long-Running Use of Non-
Engaging Pop-Under Ads That Inflated Its Publicly Reported MAU
Metric
42. The actual user traffic and activity trends on WM Technology’s site
were inconsistent with the growth picture that WM Technology described in its
public filings.
43. Starting as early as mid-2020, WM Technology promoted its online
marketplace through digital advertising on a network of third-party sites.
44. WM Technology used several forms of digital advertising on these sites,
including pop-under ads where a visitor to a third-party site would have the WM
Technology site automatically open under their browser.  The individual visiting the
third-party site that received the pop-under ad would have made no intentional effort
to seek out the WM Technology site.
45. The great majority of those directed involuntarily to the WM
Technology site via these pop-under ads did not click on any links or otherwise
engage in measurable activity on the WM Technology site.  WM Technology internal
documents show less than 2% of the pop-under traffic resulted in an engaged user
session.
46. WM Technology nevertheless counted these pop-under visitors as
“monthly active users,” or MAU.
47. At the same time, actual engaged user traffic and activity on the WM
Technology site was stagnant or declining.
48. Internally, WM Technology used the term “direct traffic” to refer to
users who went straight to the WM Technology site or directly opened the WM
Technology app, while it used “organic traffic” to refer to users that came to the WM
Technology site after doing something like running a search on Google.

COMPLAINT
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49. Another internal term, “paid traffic,”   measured the traffic directed to the
WM Technology site via WM Technology’s paid digital advertising efforts, including
the pop-under ads.
50. WM Technology’s internal records show that its direct and organic
traffic did not grow and in fact declined for much of the period between July 2020
and June 2022, while its paid traffic increased dramatically due to WM Technology’s
increasing reliance on non-engaging traffic from pop-under ads.
51. Although it disclosed in its filings with the Commission that MAU was
determined by counting those “who have engaged with” the company’s site,
internally WM Technology calculated MAU simply by looking at visitors to the site,
no matter how they arrived there, and did not require that they actually engage in any
way.
52. For its internal use, WM Technology measured engagement activity
differently.  Its primary internal metric, “active sessions,” required that the user take
one of a set of defined actions on the WM Technology site.  WM Technology did not
report this metric publicly.
53. WM Technology at times also internally used another metric called
“eMAU,” which stood for “engaged MAU.”
54. Like direct and organic traffic, WM Technology’s non-MAU
engagement metrics were, with the exception of certain month-over-month periods,
stagnant or declining from July 2020 through June 2022.
55. WM Technology did not report these non-MAU engagement metrics
publicly.
56. In spite of these declining trends, WM Technology ran pop-under ads
and continued to hit internal MAU targets and publicly report MAU growth until
August 9, 2022, when, in a Form 8-K and its Form 10-Q for the quarter ended June
30, 2022, it disclosed that its board of directors had received an internal complaint
regarding “the calculation, definition, and reporting of our MAUs.”

COMPLAINT
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57. WM Technology’s August 9, 2022 Form 10-Q disclosed that it had
formed a special committee of independent directors to conduct an investigation and
summarized the committee’s findings as follows:
As we have previously disclosed, one of the ways in which we
acquire users is through paid advertising.  To an increasing degree
over time, growth of our monthly active users, reported as MAUs,
has been driven by the purchase of pop-under advertisements,
which are marketing advertisements on third party websites that
automatically present our platform on users’ screens in certain
circumstances.  Our internal data suggests that the vast majority of
users who are directed to weedmaps.com via pop-under
advertisements close the site without clicking on any links.  Based
on management’s review, users whose access to the website
resulted from these pop-under advertisements represented
approximately 65% of our MAUs as of June 30, 2022, and 54%,
50% and 54% of our MAUs as of March 31, 2022, December 31,
2021 and September 30, 2021, respectively.
58. WM Technology’s internal documents show that the pop-under ads also
constituted roughly 41% and 34% of the company’s reported MAU for the two
quarters ended June 30, 2021 and March 31, 2021, respectively.
59. As such, significant and increasingly material percentages of the MAU
that WM Technology reported during these periods were made up of pop-under ad
“users” who did not intentionally seek out the WM Technology site, nor take any
action on the site once there.  This was inconsistent with the statements in WM
Technology’s public filings that the company calculated MAU by measuring the
number of unique users that had “engaged with” the WM Technology site during the
relevant period.  Moreover, these trends with respect to the pop-under ads and their
impact on MAU were not publicly disclosed during these periods.

COMPLAINT
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60. In its August 9, 2022 Form 10-Q, WM Technology described “MAU” as
representing “the total number of unique users who opened the Weedmaps mobile
app or gained access to the Weedmaps.com website during the final calendar month
of the period,” and removed the language that described MAU as reflecting the
number of unique users who had “engaged” with the WM Technology site during that
period.
61. Then, three months later, WM Technology announced that it would be
discontinuing its public reporting of MAU in its November 8, 2022 Form 10-Q.
E. Defendants’ Awareness of Declining User Trends and the Use of
Non-Engaging Pop-Under Ads to Drive MAU Growth, and Their
Failure to Exercise Reasonable Care
62. During the second half of 2020 and early 2021, before WM Technology
went public, Beals and Lee received information indicating that pop-under traffic was
becoming an increasingly large percentage of WM Technology’s website traffic and
its overall MAU, and that such traffic was “low quality” and did not meaningfully
engage with WM Technology’s site.
63. This continued after WM Technology went public, as Beals and Lee
both received various weekly updates throughout the summer and fall of 2021 that
contained graphs, charts, and commentary showing that WM Technology’s direct and
organic traffic, as well as the active sessions on the site, had declined by double digits
since mid-2020 and that the company’s MAU growth was being driven by very low
engagement paid traffic.
64. A November 2021 “Weekly Business Review” presentation further
highlighted that paid traffic was propping up MAU as direct and organic traffic
declined, and that the paid traffic, which increasingly included traffic from pop-under
ad  s, had reached roughly 50% or more of WM Technology’s total MAU.
65. Beals and Lee both also received information showing that WM was
using paid traffic, and pop-under ads specifically, to hit internal MAU targets that

COMPLAINT
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would allow the company to show continued MAU growth.
66. During this time, Beals and Lee continued to sign WM Technology’s
public filings that disclosed MAU growth despite receiving information about WM
Technology’s deteriorating user traffic and dependence on paid traffic generally, and
pop-under ads specifically, to grow MAU.
67. Between in or about June 2021 and May 6, 2022, Beals and Lee failed to
exercise reasonable care in signing WM Technology’s public filings referenced above
because they did not follow up or take meaningful steps to obtain more information
about how the pop-under ads were affecting WM Technology’s MAU, nor did they
take measures to ensure that WM Technology was calculating MAU in a way that
was consistent with how it defined the term in its SEC filings—as “active” users who
“engaged” with the WM Technology site.
68. Between in or about June 2021 and May 6, 2022, Beals and Lee further
failed to exercise reasonable care because they failed to take measures to include
additional disclosures in WM Technology’s SEC filings that would be sufficient to
make the disclosed MAU figures not misleading.  They made no effort to clearly
disclose that the MAU metric included pop-under ad “users” who did not volitionally
seek out the WM Technology site or engage with it, and the level to which such pop-
under ad users were contributing to growth in MAU, which was material to
understanding the metric.
69. For the same reasons, Beals and Lee failed to exercise reasonable care
with respect to the information concerning WM Technology’s MAU metric that was
contained in the SPAC’s May 26, 2021 proxy statement/prospectus.
F. Beals and Lee Compensation
70. Between in or about June 2021 and May 6, 2022, Beals and Lee obtained
money or property while signing the WM Technology public filings that inflated
MAU growth when the actual number of “active” and “engaged” user traffic
remained stagnant or declined, including through the sale of WM Technology stock

COMPLAINT
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pursuant to 10b5-1 plans that were designed to cover taxes associated with the
quarterly vesting of restricted stock units.
FIRST CLAIM FOR RELIEF
Violations of Section 17(a)(2) of the Securities Act
(against Defendants Beals and Lee)
71. The SEC realleges and incorporates by reference paragraphs 1 through
70 above.
72. By negligently engaging in the conduct described above, Defendants
Beals and Lee, and each of them, directly or indirectly, in the offer or sale of
securities, and by the use of means or instruments of transportation or communication
in interstate commerce or by use of the mails, obtained money or property by means
of untrue statements of a material fact or by omitting to state a material fact necessary
in order to make the statements made, in light of the circumstances under which they
were made, not misleading.
73. By negligently engaging in the conduct described above, Defendants
Beals and Lee violated, and unless restrained and enjoined will continue to violate,
Section 17(a)(2) of the Securities Act, 15 U.S.C. § 77q(a)(2).
SECOND CLAIM FOR RELIEF
Violations of Section 17(a)(3) of the Securities Act
(against Defendants Beals and Lee)
74. The SEC realleges and incorporates by reference paragraphs 1 through
70 above.
75. By negligently engaging in the conduct described above, Defendants
Beals and Lee, and each of them, directly or indirectly, in the offer or sale of
securities, and by the use of means or instruments of transportation or communication
in interstate commerce or by use of the mails,  engaged in transactions, practices, or
courses of business which operated or would operate as a fraud or deceit upon the
purchaser.

COMPLAINT
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76. By negligently engaging in the conduct described above, Defendants
Beals and Lee violated, and unless restrained and enjoined will continue to violate,
Section 17(a)(3) of the Securities Act, 15 U.S.C. § 77q(a)(3).
THIRD CLAIM FOR RELIEF
Solicitation of Proxies in Violation of Rules and Regulations
Violations   of Section 14(a) of the Exchange Act and
Rule 14a-9 Thereunder
(against Defendants Beals and Lee)
77. The SEC realleges and incorporates by reference paragraphs 1 through
70 above.
78. By negligently engaging in the conduct described above, Defendants
Beals and Lee, and each of them, directly or indirectly, by the use of means or
instruments of transportation or communication in interstate commerce or by use of
the mails or any facility of a national securities exchange, solicited proxies without
furnishing each person solicited a proxy statement containing the information
specified by the proxy rules, and used proxy statements containing statements which,
at the time and in light of the circumstances under which they were made, were false
or misleading with respect to a material fact, or omitted to state material facts
necessary to make the statement therein not misleading or necessary to correct any
statement in any earlier communication with respect to the solicitation of a proxy for
the same meeting or subject matter which had become false or misleading.
79. By negligently engaging in the conduct described above, Defendants
Beals and Lee violated, and unless restrained and enjoined, are reasonably likely to
continue to violate, Section 14(a) of the Exchange Act, 15 U.S.C. § 78n(a),  and Rule
14a-9 thereunder, 17 C.F.R. §§ 240.14a-9.
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court:

COMPLAINT
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I.
Issue findings of fact and conclusions of law that Defendants committed the
alleged violations.
II.
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently enjoining Beals, and his officers, agents, servants,
employees and attorneys, and those persons in active concert or participation with
any of them, who receive actual notice of the judgment by personal service or
otherwise, and each of them, from violating Sections 17(a)(2) and 17(a)(3) of the
Se  curities Act and Section 14(a) of the Exchange Act and Rule 14a-9 thereunder.
III.
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently enjoining Lee, and his officers, agents, servants,
employees and attorneys, and those persons in active concert or participation with
any of them, who receive actual notice of the judgment by personal service or
otherwise, and each of them, from violating Sections 17(a)(2) and 17(a)(3) of the
Securities Act and Section 14(a) of the Exchange Act and Rule 14a-9 thereunder.
IV.
Issue an order, pursuant to Section 21(d)(5) of the Exchange Act, 15 U.S.C. §
78u(d)(5) and this Court’s inherent equitable powers, prohibiting Beals and Lee from
acting as an officer or director of any issuer that has a class of securities registered
pursuant to Section 12 of the Exchange Act, 15  U.S.C. § 78l, or that is required to
file reports pursuant to Section 15(d) of the Exchange Act, 15 U.S.C. § 78o(d), as
appropriate or necessary for the benefit of investors.
V.
Order Defendants    to pay civil penalties under Section 20(d) of the Securities
Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. §
78u(d)(3)].

COMPLAINT
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VI.
Retain jurisdiction of this action in accordance with the principles of equity and
the Federal Rules of Civil Procedure in order to implement and carry out the terms of
all orders and decrees that may be entered, or to entertain any suitable application or
motion for additional relief within the jurisdiction of this Court.
VII.
Grant such other and further relief as this Court may determine to be just and
necessary.
Dated:  September 24, 2024
 /s/ Douglas M. Miller
Douglas M. Miller
Christopher A. Nowlin
Attorneys for Plaintiff
Securities and Exchange Commission

COMPLAINT 1  
 

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DOUGLAS M. MILLER (Cal. Bar No. 240398) 
Email:  [email protected] 
CHRISTOPHER A. NOWLIN (Cal. Bar No. 268030) 
Email:  [email protected] 
 
Attorneys for Plaintiff 
Securities and Exchange Commission 
Katharine E. Zoladz, Regional Director 
Gary Y. Leung, Associate Regional Director 
Douglas M. Miller, Regional Trial Counsel 
444 S. Flower Street, Suite 900 
Los Angeles, California 90071 
Telephone: (323) 965-3998 
Facsimile: (213) 443-1904 

UNITED STATES DISTRICT COURT 

CENTRAL DISTRICT OF CALIFORNIA 

 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 
 

vs. 

CHRISTOPHER BEALS and ARDEN 
LEE, 

Defendants. 
 

 Case No. 2:24-cv-08215 
 
 
COMPLAINT 
 
 
 
 

 
 
 

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

JURISDICTION AND VENUE 

1. The Court has jurisdiction over this action pursuant to Sections 20(b), 

20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§ 

77t(b), 77t(d)(1) & 77v(a), and Sections 21(d)(1), 21(d)(3)(A), 21(e) and 27(a) of the 

Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1), 

78u(d)(3)(A), 78u(e) & 78aa(a).   

2. Defendants have, directly or indirectly, made use of the means or 

Case 2:24-cv-08215     Document 1     Filed 09/24/24     Page 1 of 17   Page ID #:1



 

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instrumentalities of interstate commerce, of the mails, or of the facilities of a national 

securities exchange in connection with the transactions, acts, practices and courses of 

business alleged in this complaint.  

3. Venue is proper in this district pursuant to Section 22(a) of the Securities 

Act, 15 U.S.C. § 77v(a), and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a), 

because certain of the transactions, acts, practices and courses of conduct constituting 

violations of the federal securities laws occurred within this district.  In addition, 

venue is proper in this district because Defendants Christopher Beals (“Beals”) and 

Arden Lee (“Lee”) reside in this district. 

SUMMARY 

4. WM Technology, Inc. (“WM Technology”) is a publicly-traded 

company that operates an online marketplace connecting cannabis users with 

cannabis businesses.  This civil enforcement action concerns negligent 

misrepresentations by Christopher Beals and Arden Lee – the company’s former 

chief executive officer and chief financial officer – to the investing public about a key 

operating metric: the number of “monthly active users” (“MAU”) for WM 

Technology’s online marketplace.     

5. WM Technology’s stock became publicly traded as part of a de-SPAC 

transaction in June 2021.  When reporting MAU publicly, WM Technology described 

MAU as the number of unique users opening the WM Technology mobile app or 

accessing the WM Technology website during the course of a calendar month, and 

further explained that the number of MAU was determined by counting the total 

number of users that had “engaged with” the company’s website during the final 

calendar month of the given period.  WM Technology described MAU as a “key 

operating metric” in its public filings with the Commission.  Both during the de-

SPAC transaction and after WM Technology became public, WM Technology 

repeatedly reported substantial and continued MAU growth and emphasized the 

strength and expansion of WM Technology’s user base in the company’s public 

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COMPLAINT 3  
 

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filings and earnings calls.     

6. Contrary to these statements, however, a large and increasing percentage 

of the users of the WM Technology site were instead persons who visited a third-

party site that were then automatically shown the WM Technology site by way of a 

“pop-under” advertisement (which appeared under their browser windows).  

Consequently, these purportedly “active” users did not volitionally seek out the WM 

Technology site, and, in most instances, did not click on any links or otherwise 

engage in measurable activity on the WM Technology site.   

7. Despite the reported growth in MAU, WM Technology’s user 

engagement metrics were stagnant or declining.  Beals and Lee were told about the 

declining user trends on the WM Technology site and the fact that these non-

engaging users were making up an increasingly large percentage of WM 

Technology’s total MAU.  They understood that only a very small percentage of 

users acquired by pop-under ads were clicking on any links or otherwise engaging in 

measurable activity on the WM Technology site, and they were told that WM 

Technology was using paid traffic, and pop-under ads specifically, to hit MAU 

targets.  Beals and Lee failed to reasonably follow up on this accelerating trend, failed 

to disclose that the calculation of MAUs included an increasing percentage of non-

engaging users whose only contact with the site consisted of having a pop-under ad 

open on their device, and negligently continued to sign WM Technology’s SEC 

filings and make public statements that reported MAU numbers that included non-

engaging users when discussing the company’s growing user base. 

8. Through their conduct, Beals and Lee violated Sections 17(a)(2) and (3) 

of the Securities Act, 15 U.S.C. §§77q(a)(2) and (3), and Section 14(a) of the 

Exchange Act, 15 U.S.C. § 78n, and Rule 14a-9 thereunder, 17 C.F.R. § 240.14a-9. 

9. As a result of this conduct, the SEC seeks an order permanently 

enjoining Beals and Lee from future violations of these Securities Act and Exchange 

Act provisions, barring them from acting as an officer or director of a public issuer 

Case 2:24-cv-08215     Document 1     Filed 09/24/24     Page 3 of 17   Page ID #:3



 

COMPLAINT 4  
 

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pursuant to Section 21(d)(5) of the Exchange Act, 15 U.S.C. § 78u(d)(5) and this 

Court’s inherent equitable powers, and imposing civil money penalties against them 

pursuant to Section 20(d) of the Securities Act, 15 U.S.C. § 77t(d), and 

Section 21(d)(3) of the Exchange Act, 15 U.S.C.§ 78u(d)(3).   

THE DEFENDANTS 

10. Christopher Beals, age 44, is a resident of Los Angeles, California.  

Beals served as chief executive officer of WM Technology and its private company 

predecessor entity from March 2019 until his departure from the company in 

November 2022.  Beals also served as a WM Technology board member from June 

2021 until November 2022.   

11. Arden Lee, age 48, is a resident of Pacific Palisades, California.  Lee 

served as chief financial officer of WM Technology and its private company 

predecessor entity from February 2019 through his voluntary departure from the 

company in July 2023.   

RELATED ENTITY 

12. WM Technology, Inc., is a publicly traded Delaware corporation with 

its principal place of business in Irvine, California.  WM Technology is listed on 

NASDAQ under the ticker “MAPS,” and its common stock is registered with the 

Commission pursuant to Section 12(b) of the Exchange Act.  WM Technology was 

the subject of a cease-and-desist and administrative proceeding with the SEC.  In the 

Matter of WM Technology, Inc., Exchange Act Release No. 101153, Admin. Proc. 

File No. 3-22172 (September 24, 2024).     

THE ALLEGATIONS 

A. WM Technology’s Business and Origin as a Public Company 

13. WM Technology operates an online marketplace connecting members of 

the public who are interested in purchasing or learning about cannabis (WM 

Technology’s “users”) with cannabis businesses seeking to promote their cannabis 

products or brands (WM Technology’s “clients”).   

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COMPLAINT 5  
 

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14. WM Technology primarily generates revenue by charging cannabis 

business clients to list or advertise their cannabis products or brands on the WM 

Technology site.  WM Technology does not charge its users to use its site.   

15. A key part of WM Technology’s pitch to its revenue generating business 

clients is that the WM Technology site has a significant user base of frequent 

cannabis consumers. 

16. WM Technology, which had been in business as a private company 

since 2008, became a public company in June 2021 as part of a de-SPAC transaction 

with a special purpose acquisition company (the “SPAC”), which was first announced 

on December 10, 2020. 

B. WM Technology’s Relevant MAU Statements During the De-SPAC 

Process: Spring 2021 

17. The SPAC filed an S-4 registration statement with the SEC that was 

declared effective on May 25, 2021.   

18. On May 26, 2021, the SPAC issued a proxy statement/prospectus, which 

sought approval from the SPAC’s shareholders for the contemplated merger 

transaction between the SPAC and WM Technology’s private company predecessor 

entity.   

19. The May 26, 2021 proxy statement provided the SPAC’s shareholders 

with detailed information regarding WM Technology’s business, including its MAU 

metric.   

20. On behalf of WM Technology, both Beals and Lee participated in 

providing the information about WM Technology’s business to the SPAC for its 

proxy statement/prospectus, which they knew would be publicly filed with the SEC.   

21. The SPAC’s May 26, 2021 proxy statement/prospectus noted that Beals 

and Lee would be the CEO and CFO of the surviving public company, with Beals 

also a nominee director, and it included biographies of both Beals and Lee. 

22. The SPAC’s May 26, 2021 proxy statement/prospectus described MAU 

Case 2:24-cv-08215     Document 1     Filed 09/24/24     Page 5 of 17   Page ID #:5



 

COMPLAINT 6  
 

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as measuring the number of people who opened the WM Technology app or accessed 

the WM Technology site and explained that WM Technology determined its MAUs 

by counting the total number of users who have “engaged with” the WM Technology 

site in the final calendar month of a given quarter.   

23. Using this definition, the SPAC’s May 26, 2021 proxy 

statement/prospectus stated that WM Technology’s MAU was 9.1 million as of 

March 31, 2021. 

24. The SPAC’s May 26, 2021 proxy statement/prospectus described MAU 

as one of seven “Key Operating and Financial Metrics” for WM Technology’s 

business, alongside metrics like revenue, net income, and EBITDA.  Of these 

identified seven key metrics, MAU was the only metric that showed user traffic or 

activity on WM Technology’s site.   

25. The SPAC’s May 26, 2021 proxy statement/prospectus explained that 

WM Technology monitored these “Key Operating and Financial Metrics” “to 

evaluate [its] business, measure [its] performance, identify trends affecting [its] 

business, formulate business plans, and make strategic decisions.”  The filing also 

explained the importance of the MAU metric, stating: “We view the number of 

MAUs as a key indicator of our growth, the breadth and reach of our weedmaps.com 

site, the value proposition and consumer awareness of our brand, the continued use of 

our sites by our users and their level of interest in the cannabis industry.”   

26. The SPAC’s May 26, 2021 proxy statement/prospectus highlighted WM 

Technology’s “over nine million MAUs” and that WM Technology had increased its 

MAUs each year from 2018 to 2020.  Various charts set forth in the filing reported 

consistent year-over-year MAU growth. 

27. The SPAC’s May 26, 2021 proxy statement/prospectus further noted that 

WM Technology intended to disclose MAU on a quarterly basis going forward in its 

filings with the Commission.   

28. The business combination between WM Technology’s private company 

Case 2:24-cv-08215     Document 1     Filed 09/24/24     Page 6 of 17   Page ID #:6



 

COMPLAINT 7  
 

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predecessor entity and the SPAC was approved and consummated on June 16, 2021. 

C. WM Technology’s MAU Statements as a Public Company: July 

2021 to May 2022 

29. WM Technology continued to publicly report monthly active users, or 

MAU, as its sole user metric after the business combination was approved and it 

became a public company in June 2021.   

30. WM Technology reported MAU in its July 20, 2021 Form S-1 

registration statement and associated prospectuses.   

31. WM Technology also reported MAU in its quarterly and annual reports 

and in its related earnings releases.   

32. In the Management’s Discussion and Analysis section for each of these 

filings, WM Technology continued to identify MAU as one of its seven “Key 

Operating and Financial Metrics.”  In each periodic report, WM Technology 

continued to describe MAU the same way: 

We define MAUs as the number of unique users opening our 

Weedmaps mobile app or accessing our Weedmaps.com website 

over the course of a calendar month.  In any particular period, we 

determine our number of MAUs by counting the total number of 

users who have engaged with the weedmaps.com site during the 

final calendar month of the given period.   

33. Other references to MAU in these filings did not explicitly describe 

these users as having “engaged” with WM Technology’s site, but none of these other 

references contradicted the claim that a user had to “engage” to be counted towards 

MAU.   

34. From becoming public in June 2021 up to its Form 10-Q filed on May 6, 

2022, WM Technology reported consistent quarterly MAU growth and highlighted 

this growth trajectory in its SEC filings, which included disclosure of its MAU metric 

relative to the same quarter in the prior year, often disclosing annual MAU growth of 

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Case 2:24-cv-08215     Document 1     Filed 09/24/24     Page 8 of 17   Page ID #:8



 

COMPLAINT 9  
 

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41. Analysts at times cited WM Technology’s consistent MAU growth as a 

positive business trend in their reports on the company.   

D. WM Technology’s Undisclosed and Long-Running Use of Non-

Engaging Pop-Under Ads That Inflated Its Publicly Reported MAU 

Metric 

42. The actual user traffic and activity trends on WM Technology’s site 

were inconsistent with the growth picture that WM Technology described in its 

public filings.   

43. Starting as early as mid-2020, WM Technology promoted its online 

marketplace through digital advertising on a network of third-party sites.   

44. WM Technology used several forms of digital advertising on these sites, 

including pop-under ads where a visitor to a third-party site would have the WM 

Technology site automatically open under their browser.  The individual visiting the 

third-party site that received the pop-under ad would have made no intentional effort 

to seek out the WM Technology site.   

45. The great majority of those directed involuntarily to the WM 

Technology site via these pop-under ads did not click on any links or otherwise 

engage in measurable activity on the WM Technology site.  WM Technology internal 

documents show less than 2% of the pop-under traffic resulted in an engaged user 

session.   

46. WM Technology nevertheless counted these pop-under visitors as 

“monthly active users,” or MAU.   

47. At the same time, actual engaged user traffic and activity on the WM 

Technology site was stagnant or declining.   

48. Internally, WM Technology used the term “direct traffic” to refer to 

users who went straight to the WM Technology site or directly opened the WM 

Technology app, while it used “organic traffic” to refer to users that came to the WM 

Technology site after doing something like running a search on Google.   

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COMPLAINT 10  
 

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49. Another internal term, “paid traffic,” measured the traffic directed to the 

WM Technology site via WM Technology’s paid digital advertising efforts, including 

the pop-under ads.   

50. WM Technology’s internal records show that its direct and organic 

traffic did not grow and in fact declined for much of the period between July 2020 

and June 2022, while its paid traffic increased dramatically due to WM Technology’s 

increasing reliance on non-engaging traffic from pop-under ads.   

51. Although it disclosed in its filings with the Commission that MAU was 

determined by counting those “who have engaged with” the company’s site, 

internally WM Technology calculated MAU simply by looking at visitors to the site, 

no matter how they arrived there, and did not require that they actually engage in any 

way.   

52. For its internal use, WM Technology measured engagement activity 

differently.  Its primary internal metric, “active sessions,” required that the user take 

one of a set of defined actions on the WM Technology site.  WM Technology did not 

report this metric publicly.   

53. WM Technology at times also internally used another metric called 

“eMAU,” which stood for “engaged MAU.”   

54. Like direct and organic traffic, WM Technology’s non-MAU 

engagement metrics were, with the exception of certain month-over-month periods, 

stagnant or declining from July 2020 through June 2022. 

55. WM Technology did not report these non-MAU engagement metrics 

publicly.   

56. In spite of these declining trends, WM Technology ran pop-under ads 

and continued to hit internal MAU targets and publicly report MAU growth until 

August 9, 2022, when, in a Form 8-K and its Form 10-Q for the quarter ended June 

30, 2022, it disclosed that its board of directors had received an internal complaint 

regarding “the calculation, definition, and reporting of our MAUs.”   

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COMPLAINT 11  
 

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57. WM Technology’s August 9, 2022 Form 10-Q disclosed that it had 

formed a special committee of independent directors to conduct an investigation and 

summarized the committee’s findings as follows: 

As we have previously disclosed, one of the ways in which we 

acquire users is through paid advertising.  To an increasing degree 

over time, growth of our monthly active users, reported as MAUs, 

has been driven by the purchase of pop-under advertisements, 

which are marketing advertisements on third party websites that 

automatically present our platform on users’ screens in certain 

circumstances.  Our internal data suggests that the vast majority of 

users who are directed to weedmaps.com via pop-under 

advertisements close the site without clicking on any links.  Based 

on management’s review, users whose access to the website 

resulted from these pop-under advertisements represented 

approximately 65% of our MAUs as of June 30, 2022, and 54%, 

50% and 54% of our MAUs as of March 31, 2022, December 31, 

2021 and September 30, 2021, respectively. 

58. WM Technology’s internal documents show that the pop-under ads also 

constituted roughly 41% and 34% of the company’s reported MAU for the two 

quarters ended June 30, 2021 and March 31, 2021, respectively.   

59. As such, significant and increasingly material percentages of the MAU 

that WM Technology reported during these periods were made up of pop-under ad 

“users” who did not intentionally seek out the WM Technology site, nor take any 

action on the site once there.  This was inconsistent with the statements in WM 

Technology’s public filings that the company calculated MAU by measuring the 

number of unique users that had “engaged with” the WM Technology site during the 

relevant period.  Moreover, these trends with respect to the pop-under ads and their 

impact on MAU were not publicly disclosed during these periods. 

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COMPLAINT 12  
 

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60. In its August 9, 2022 Form 10-Q, WM Technology described “MAU” as 

representing “the total number of unique users who opened the Weedmaps mobile 

app or gained access to the Weedmaps.com website during the final calendar month 

of the period,” and removed the language that described MAU as reflecting the 

number of unique users who had “engaged” with the WM Technology site during that 

period.   

61. Then, three months later, WM Technology announced that it would be 

discontinuing its public reporting of MAU in its November 8, 2022 Form 10-Q. 

E. Defendants’ Awareness of Declining User Trends and the Use of 

Non-Engaging Pop-Under Ads to Drive MAU Growth, and Their 

Failure to Exercise Reasonable Care 

62. During the second half of 2020 and early 2021, before WM Technology 

went public, Beals and Lee received information indicating that pop-under traffic was 

becoming an increasingly large percentage of WM Technology’s website traffic and 

its overall MAU, and that such traffic was “low quality” and did not meaningfully 

engage with WM Technology’s site.   

63. This continued after WM Technology went public, as Beals and Lee 

both received various weekly updates throughout the summer and fall of 2021 that 

contained graphs, charts, and commentary showing that WM Technology’s direct and 

organic traffic, as well as the active sessions on the site, had declined by double digits 

since mid-2020 and that the company’s MAU growth was being driven by very low 

engagement paid traffic.   

64. A November 2021 “Weekly Business Review” presentation further 

highlighted that paid traffic was propping up MAU as direct and organic traffic 

declined, and that the paid traffic, which increasingly included traffic from pop-under 

ads, had reached roughly 50% or more of WM Technology’s total MAU.   

65. Beals and Lee both also received information showing that WM was 

using paid traffic, and pop-under ads specifically, to hit internal MAU targets that 

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would allow the company to show continued MAU growth. 

66. During this time, Beals and Lee continued to sign WM Technology’s 

public filings that disclosed MAU growth despite receiving information about WM 

Technology’s deteriorating user traffic and dependence on paid traffic generally, and 

pop-under ads specifically, to grow MAU.  

67. Between in or about June 2021 and May 6, 2022, Beals and Lee failed to 

exercise reasonable care in signing WM Technology’s public filings referenced above 

because they did not follow up or take meaningful steps to obtain more information 

about how the pop-under ads were affecting WM Technology’s MAU, nor did they 

take measures to ensure that WM Technology was calculating MAU in a way that 

was consistent with how it defined the term in its SEC filings—as “active” users who 

“engaged” with the WM Technology site.   

68. Between in or about June 2021 and May 6, 2022, Beals and Lee further 

failed to exercise reasonable care because they failed to take measures to include 

additional disclosures in WM Technology’s SEC filings that would be sufficient to 

make the disclosed MAU figures not misleading.  They made no effort to clearly 

disclose that the MAU metric included pop-under ad “users” who did not volitionally 

seek out the WM Technology site or engage with it, and the level to which such pop-

under ad users were contributing to growth in MAU, which was material to 

understanding the metric. 

69. For the same reasons, Beals and Lee failed to exercise reasonable care 

with respect to the information concerning WM Technology’s MAU metric that was 

contained in the SPAC’s May 26, 2021 proxy statement/prospectus.  

F. Beals and Lee Compensation  

70. Between in or about June 2021 and May 6, 2022, Beals and Lee obtained 

money or property while signing the WM Technology public filings that inflated 

MAU growth when the actual number of “active” and “engaged” user traffic 

remained stagnant or declined, including through the sale of WM Technology stock  

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COMPLAINT 14  
 

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pursuant to 10b5-1 plans that were designed to cover taxes associated with the 

quarterly vesting of restricted stock units.   

FIRST CLAIM FOR RELIEF 

Violations of Section 17(a)(2) of the Securities Act 

(against Defendants Beals and Lee) 

71. The SEC realleges and incorporates by reference paragraphs 1 through 

70 above. 

72. By negligently engaging in the conduct described above, Defendants 

Beals and Lee, and each of them, directly or indirectly, in the offer or sale of 

securities, and by the use of means or instruments of transportation or communication 

in interstate commerce or by use of the mails, obtained money or property by means 

of untrue statements of a material fact or by omitting to state a material fact necessary 

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

were made, not misleading. 

73. By negligently engaging in the conduct described above, Defendants 

Beals and Lee violated, and unless restrained and enjoined will continue to violate, 

Section 17(a)(2) of the Securities Act, 15 U.S.C. § 77q(a)(2). 

SECOND CLAIM FOR RELIEF 

Violations of Section 17(a)(3) of the Securities Act 

(against Defendants Beals and Lee) 

74. The SEC realleges and incorporates by reference paragraphs 1 through 

70 above. 

75. By negligently engaging in the conduct described above, Defendants 

Beals and Lee, and each of them, directly or indirectly, in the offer or sale of 

securities, and by the use of means or instruments of transportation or communication 

in interstate commerce or by use of the mails, engaged in transactions, practices, or 

courses of business which operated or would operate as a fraud or deceit upon the 

purchaser. 

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COMPLAINT 15  
 

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76. By negligently engaging in the conduct described above, Defendants 

Beals and Lee violated, and unless restrained and enjoined will continue to violate, 

Section 17(a)(3) of the Securities Act, 15 U.S.C. § 77q(a)(3). 

THIRD CLAIM FOR RELIEF 

Solicitation of Proxies in Violation of Rules and Regulations 

Violations of Section 14(a) of the Exchange Act and  

Rule 14a-9 Thereunder 

(against Defendants Beals and Lee) 

77. The SEC realleges and incorporates by reference paragraphs 1 through 

70 above. 

78. By negligently engaging in the conduct described above, Defendants 

Beals and Lee, and each of them, directly or indirectly, by the use of means or 

instruments of transportation or communication in interstate commerce or by use of 

the mails or any facility of a national securities exchange, solicited proxies without 

furnishing each person solicited a proxy statement containing the information 

specified by the proxy rules, and used proxy statements containing statements which, 

at the time and in light of the circumstances under which they were made, were false 

or misleading with respect to a material fact, or omitted to state material facts 

necessary to make the statement therein not misleading or necessary to correct any 

statement in any earlier communication with respect to the solicitation of a proxy for 

the same meeting or subject matter which had become false or misleading. 

79. By negligently engaging in the conduct described above, Defendants 

Beals and Lee violated, and unless restrained and enjoined, are reasonably likely to 

continue to violate, Section 14(a) of the Exchange Act, 15 U.S.C. § 78n(a), and Rule 

14a-9 thereunder, 17 C.F.R. §§ 240.14a-9.  

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court: 

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COMPLAINT 16  
 

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I. 

Issue findings of fact and conclusions of law that Defendants committed the 

alleged violations. 

II. 

Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently enjoining Beals, and his officers, agents, servants, 

employees and attorneys, and those persons in active concert or participation with 

any of them, who receive actual notice of the judgment by personal service or 

otherwise, and each of them, from violating Sections 17(a)(2) and 17(a)(3) of the 

Securities Act and Section 14(a) of the Exchange Act and Rule 14a-9 thereunder. 

III. 

Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently enjoining Lee, and his officers, agents, servants, 

employees and attorneys, and those persons in active concert or participation with 

any of them, who receive actual notice of the judgment by personal service or 

otherwise, and each of them, from violating Sections 17(a)(2) and 17(a)(3) of the 

Securities Act and Section 14(a) of the Exchange Act and Rule 14a-9 thereunder. 

IV. 

Issue an order, pursuant to Section 21(d)(5) of the Exchange Act, 15 U.S.C. § 

78u(d)(5) and this Court’s inherent equitable powers, prohibiting Beals and Lee from 

acting as an officer or director of any issuer that has a class of securities registered 

pursuant to Section 12 of the Exchange Act, 15  U.S.C. § 78l, or that is required to 

file reports pursuant to Section 15(d) of the Exchange Act, 15 U.S.C. § 78o(d), as 

appropriate or necessary for the benefit of investors. 

V. 

Order Defendants to pay civil penalties under Section 20(d) of the Securities 

Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 

78u(d)(3)].   

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COMPLAINT 17  
 

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VI. 

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

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

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

motion for additional relief within the jurisdiction of this Court. 

VII. 

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

necessary. 

Dated:  September 24, 2024  
 /s/ Douglas M. Miller  

Douglas M. Miller 
Christopher A. Nowlin 
Attorneys for Plaintiff 
Securities and Exchange Commission 
 

 
 

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