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SEC v. OLSEN, No. 4:24-cv-00919, Southern District of New York (Mar. 27, 2026)

raw: OF THE SECURITIES AND EXCHANGE COMMISSION FOR AN ORDER

OF THE SECURITIES AND EXCHANGE COMMISSION FOR AN ORDER, No. 4:24-cv-00919 (S.D.N.Y. Mar. 27, 2026)

Caption: SEC v. OLSEN

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Scheme: non-corporate (90%)
Court: Southern District of New York
Case No.: 4:24-cv-00919

Classified non-corporate(confidence 90%). No EDGAR filing fingerprint (criminal/DOJ-side scheme). detection rule →

Extracted insights

Entities 8

company arcpe 1, llc
company arcpe holding, llc
company gemini 1, llc
person john olsen
agency Securities and Exchange Commission
agency sec v. olsen, et al.
agency sec v. olsen, một cái gì đó
company tamiwest, llc

Triples 6

Securities and Exchange Commission is applicant SEC v. Olsen, et al.
John Olsen is respondent SEC v. Olsen, et al.
ARCPE 1, LLC is respondent SEC v. Olsen, một cái gì đó
ARCPE Holding, LLC verb own SEC v. Olsen, et al.
Gemini 1, LLC is respondent object
Tamiwest, LLC is respondent

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OF THE SECURITIES AND EXCHANGE COMMISSION FOR AN ORDER · Source

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Extracted body text (33,126c)

UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS

FORT WORTH DIVISION
__________________________________________

)
SECURITIES AND EXCHANGE COMMISSION, )
)

Applicant, ) Misc. Action No.:
)

vs. )
)

JOHN OLSEN, ARCPE 1, LLC, ARCPE )
HOLDING, LLC, GEMINI 1, LLC, )
TAMIWEST, LLC, HARBOR REALTY )
INVESTMENT CORP., and SUNSET HARBOR )
HOLDINGS, LLC, )

)
Respondents. )

__________________________________________)

MEMORANDUM OF LAW IN SUPPORT OF APPLICATION
OF THE SECURITIES AND EXCHANGE COMMISSION FOR AN ORDER
COMPELLING COMPLIANCE WITH ADMINISTRATIVE SUBPOENAS

Dated: March 27, 2026

Respectfully submitted,

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION

s/ Matthew J. Gulde
MATTHEW J. GULDE
Illinois Bar No. 6272325
United States Securities and
Exchange Commission
Burnett Plaza, Suite 1900
801 Cherry Street, Unit 18
Fort Worth, TX 76102
Telephone: (817) 978-1410
Facsimile: (817) 978-4927
[email protected]

mailto:[email protected]

SEC v. Olsen, et al. Page i
MEMORANDUM OF LAW

TABLE OF CONTENTS

Page

TABLE OF AUTHORITIES ....................................................................................................... ii

I. PRELIMINARY STATEMENT ......................................................................................1

II. STATEMENT OF FACTS ...............................................................................................2

A. The SEC Is Conducting a Legally Authorized Investigation Into Potential

Violations of the Federal Securities Laws In Connection with the Trading
of Mondee Securities... .........................................................................................2

B. The SEC Issued and Served Subpoenas to Respondents, Who Have Refused
to Produce Certain Documents as Required by The Subpoenas ..........................3

III. ARGUMENT ....................................................................................................................5

A. This Court Has Authority and Jurisdiction To Enforce the Subpoenas
in Summary Proceedings, and Venue Lies in this District ...................................6

B. The SEC’s Subpoenas Satisfy All Requirements for Enforcement ......................7

1. The Purpose of the SEC’s Investigation Is Legitimate .............................8

2. The Subpoenas Seek Relevant Documents, Testimony, and
Information ...............................................................................................8

3. The Information Sought Is Not Already in the SEC’s Possession..........10

4. The SEC Satisfied Applicable Administrative Requirements ................10

C. Respondents Cannot Show That the Subpoenas Should Not Be Enforced ........11

IV. CONCLUSION ...............................................................................................................12

SEC v. Olsen, et al. Page ii
MEMORANDUM OF LAW

TABLE OF AUTHORITIES

Cases
Burlington N. R. Co. v. Office of Inspector Gen., R.R. Ret. Bd.,

983 F.2d 631 (5th Cir. 1993) .................................................................................................6, 7

Endicott Johnson Corp. v. Perkins,
317 U.S. 501 (1943) .................................................................................................................8

Mazurek v. United States,
271 F.3d 226 (5th Cir. 2001) .....................................................................................................7

RNR Enters., Inc. v. SEC,
122 F.3d 93 (2d Cir. 1997) ........................................................................................................7

Ruggles v. SEC,
567 F. Supp. 766 (S.D. Tex. 1983) ...........................................................................................8

SEC v. Arthur Young & Co.,
584 F.2d 1018 (D.C. Cir. 1978) ...............................................................................................10

SEC v. Brigadoon Scotch Distrib. Co.,
480 F.2d 1047 (2d Cir. 1973) .................................................................................................10

SEC v. Comm. on Ways & Means of the U.S. House of Representatives,
161 F. Supp. 3d 199 (S.D.N.Y. 2015) .......................................................................................6

SEC v. ESM Gov’t Sec., Inc.,
645 F.2d 310 (5th Cir. 1981) .....................................................................................................7

SEC v. First Security Bank,
447 F.2d 166 (10th Cir. 1971) ...................................................................................................7

SEC v. Jerry T. O’Brien, Inc.,
467 U.S. 735 (1984) ..................................................................................................................8

SEC v. Lavin,
111 F.3d 921 (D.C. Cir. 1997) ...................................................................................................7

SEC v. Marin,
982 F.3d 1341 (11th Cir. 2020) .................................................................................................7

SEC v. McMillan, No. 4:24-cv-00919-P
2025 WL 531776 (N.D. Tex. Feb. 18, 2025) ......................................................................... 12

SEC v. Olsen, et al. Page iii
MEMORANDUM OF LAW

SEC v. Musk, No. 3:23-MC- 80253-JSC,

2024 WL 2875096 (N.D. Cal. May 14, 2024) ................................................................... 11-12

SEC v. OKC Corp.,
474 F. Supp. 1031 (N.D. Tex. 1979) ...........................................................................6, 7, 8, 10

United States v. Powell,
379 U.S. 48 (1964) ....................................................................................................................7

Statutes and Rules

Section 10(b) of the Exchange Act of 1934,
15 U.S.C. § 78j(b) ...............................................................................................................5

Section 19(c) of the Securities Act of 1933,
15 U.S.C. §77s(c) ..........................................................................................................6, 10

Section 20(a) of the Securities Act of 1933,
15 U.S.C. § 77t(a) .......................................................................................................6, 7, 8

Section 21(a) of the Securities Act of 1933,
15 U.S.C. § 78u(a) .................................................................................................3, 6, 8, 10

Section 9 of the Exchange Act of 1934,
[15 U.S.C. §9(a)] ..................................................................................................................3

Commission’s Rules of Practice and Investigations, Rule 10b-5,
17 C.F.R. § 240.10b-5 .........................................................................................................5

Commission’s Rules of Practice and Investigations, Rule 16,
17 C.F.R. §201.16(a)............................................................................................................5

Commission’s Rules of Practice and Investigations
17 C.F.R. § 201.150(c)(2) ...................................................................................................3

Commission’s Rules of Practice and Investigations
17 C.F.R. § 203.8 ................................................................................................................3

Commission’s Rules of Practice and Investigations
17 C.F.R. § 201.232 ............................................................................................................3

Applicant United States Securities and Exchange Commission (the “SEC”) submits this

Memorandum of Law in support of its Application for an Order Compelling Compliance with

Administrative Subpoenas (“Application”).

I. PRELIMINARY STATEMENT

The SEC seeks an order compelling Respondents John Olsen (“Olsen”), ARCPE 1, LLC

(“ARCPE”); GEMINI 1, LLC (“GEMINI”); ARCPE Holding, LLC (“ARCPE Holding”);

Tamiwest, LLC (“Tamiwest”); Harbor Realty Investment Corp. (“Harbor Realty”); and Sunset

Harbor Holdings, LLC (“Sunset Harbor”) (together, “Respondents”) to comply with

administrative subpoenas issued in the SEC’s ongoing investigation (the “Investigation”) into

potential violations of federal securities laws in connection with suspected market manipulation of

securities issued by Mondee Holdings, Inc. (“Mondee”).

Mondee is a travel technology company based in Austin, Texas, whose securities became

publicly traded in July 2022 and were ultimately delisted by Nasdaq in December 2024. Mondee

filed for Chapter 11 bankruptcy protection in January 2025. The SEC has information indicating

that certain persons or entities may have been engaging in manipulative trading of Mondee

common stock in possible violation of the federal securities laws. Accordingly, the SEC is

investigating whether any person or entity violated the antifraud or other provisions of the federal

securities laws in connection with a potential market-manipulation scheme to inflate the price of

Mondee stock. Communications and transactions related to this potential scheme took place as

early as January 2022 through October 2024 (“Relevant Period”).

In furtherance of the Investigation, the SEC issued and served administrative subpoenas on

Respondents. Respondents traded in Mondee stock and/or conducted a related transaction

potentially connected to insider efforts to manipulate the market for Mondee common stock during

the Relevant Period.

The subpoenas seek the production of documents and communications critical to the

Investigation, including, among others, Respondents’ communications related to Mondee and their

documents related to trading in Mondee stock.

For months after receiving the Subpoenas, Respondents failed to confirm that they were

represented by counsel. Months after confirming representation, a single Respondent (ARCPE)

made a single, partial production. Eight months after receiving the Subpoenas, and only days after

Respondents’ counsel forecast several forthcoming productions, Respondents abruptly refused to

produce any more documents, now claiming that Subpoenas issued by SEC staff are

unconstitutional. This position is not supported by the law.

The SEC now requests that this Court order Respondents to comply with the SEC’s

lawfully issued Subpoenas.

II. STATEMENT OF FACTS

A. THE SEC IS CONDUCTING A LEGALLY AUTHORIZED INVESTIGATION INTO POTENTIAL
VIOLATIONS OF THE FEDERAL SECURITIES LAWS IN CONNECTION WITH THE TRADING
OF MONDEE SECURITIES.

The SEC’s investigation, captioned In the Matter of Trading in the Securities of Mondee

Holdings, Inc., is being conducted pursuant to an Order Directing Private Investigation and

Designating Officers to Take Testimony that the SEC issued on March 2, 2024, and a supplement

to that Order that the SEC issued on September 12, 2024 (collectively, the “Formal Order”).1

(Declaration of Ty S. Martinez (“Martinez Decl.”) at ¶¶ 2, 3, APP. 001-002). The SEC issued the

1 Because the Investigation is ongoing, confidential, and non-public, the SEC has not attached a copy of the Formal
Order or the Supplemental Formal Order as exhibits to the Martinez Declaration. If requested by the Court, the SEC
will provide a copy of the Formal Order and Supplemental Formal Order to the Court, but respectfully requests that
the Court allow the SEC to submit said orders in camera. (Martinez Decl. at ¶ 4, APP. 002.)

Formal Order pursuant Section 21(a) of the Securities Exchange Act of 1934 (“Exchange Act”)

[15 U.S.C. § 78u(a)]. (Id. at ¶¶ 4-5, APP. 002-003). The Formal Order designates certain members

of the SEC staff as officers of the SEC, and authorizes the designated officers to subpoena

witnesses, compel their attendance, take evidence, and require the production of any records

deemed relevant or material to the Investigation. (Id.)

The purpose of the Investigation, according to the Formal Order, is to investigate, among

other things, whether any persons or entities have violated antifraud2 or other provisions of the

federal securities laws.3 (Id. at ¶ 4, APP. 002). The Investigation concerns potential manipulative

trading in common stock issued by Mondee. (Id. at ¶ 6, APP. 003).

B. THE SEC ISSUED AND SERVED SUBPOENAS TO RESPONDENTS, WHO HAVE REFUSED TO
PRODUCE CERTAIN DOCUMENTS AS REQUIRED BY THE SUBPOENAS.

In furtherance of its Investigation, SEC staff issued subpoenas to all Respondents on

October 15, 2024, pursuant to the Formal Order and the SEC’s Rules of Practice and

Investigations, 17 C.F.R. §§ 203.8, 201.232(c) and 201.150(c)(2). (Martinez Decl. at ¶ 10;

Martinez Decl. Exs. A-C, APP. 004, 013-144). The SEC staff served Respondents with the

Subpoenas via UPS on October 17 and 18, 2024. (Martinez Decl. at ¶ 10, APP. 004). The

Subpoenas required Respondents to produce documents, communications, and electronically

stored information (“ESI”) in response to the SEC’s requests by November 5, 2024. (Id. at ¶ 11,

APP. 004). Respondents Olsen, ARCPE, and Gemini all traded in Mondee securities during the

Relevant Period. (Id. at ¶ 9, APP. 003-004). Olsen and ARCPE appear to have potentially funded

at least part of their trading in Mondee’s securities using proceeds from a September 2023 real

2 The antifraud provisions of the federal securities laws implicated by the Formal Order include Section 10(b) of the
Exchange Act (15 U.S.C. § 78j(b)) and Rule 10b-5 promulgated thereunder (17 C.F.R. § 240.10b-5). Id. at ¶ 6.
3 Other provisions referenced in the Formal Order include Sections 9(a)(2) and 16(a) of the Exchange Act and Rule
16a-3 thereunder, which relate to manipulative trading practices and beneficial-ownership reporting, respectively. Id.

estate transaction involving an entity controlled by a Mondee executive. (Id. at ¶ 9, APP. 003-004).

Additionally, Olsen is an officer and/or director of ARCPE Holding and Sunset Harbor. (Id. at ¶

8, APP. 003).

The due date for the Subpoenas, November 5, 2024, passed without the Respondents

producing any of the subpoenaed material and without the Respondents being able to confirm if

they were represented by counsel. (Martinez Decl. at ¶¶ 12-14, APP. 005). On November 25, 2024,

after several attempts to discuss Respondents’ lack of production, an attorney who claimed to

represent the Respondents “temporarily” advised SEC staff that he had instructed Respondents to

gather responsive documents. (Martinez Decl. at ¶ 16, APP. 005-006).

On December 11, 2024, attorney Joshua Klein contacted SEC staff for the first time. At

this point, Respondents had failed to produce any documents in response to the Subpoenas. Klein

stated that he was in the process of being retained by Olsen but was uncertain if he would represent

the other Respondents. (Martinez Decl. at ¶ 18, APP. 006). This uncertainty would continue until

January 31, 2025, when after myriad requests from SEC staff, Klein finally confirmed that he

would represent all Respondents. (Martinez Decl. at ¶¶ 19-27, APP. 006-007). In the meantime,

Klein confirmed that he had started collecting responsive documents on behalf of some of the

Respondents. (Id. at ¶ 26, APP. 007). Through mid-March 2025, in response to repeated inquiries

of SEC staff, Klein confirmed the existence of responsive records held by Respondents and gave

updates on efforts to collect and produce them. (Martinez Decl. at ¶¶ 28-33, APP. 008-009).

On March 18, 2025, Klein raised the possibility that Olsen might refuse to comply with

the subpoena under his Fifth Amendment privilege against self-incrimination. (Martinez Decl. at

¶¶ 35-37, APP. 009-010). This was the first time any Respondent had raised the possibility of

asserting a privilege in the five months since receiving the Subpoenas. (Id.) Respondents have

never produced a log of materials withheld because of any privilege.

On April 23, 2025, more than six months after receiving the Subpoenas, Respondent

ARCPE made the first production of documents in response to the Subpoenas, explicitly stating

that it intended to continue producing documents on a rolling basis. (Martinez Decl. at ¶ 38, APP.

010). None of the other Respondents produced any documents. Although counsel for Respondents

stated on May 19, 2025, that additional productions would be coming in the following weeks,

ARCPE’s April 23, 2025 production is the only time any Respondent has produced any documents

in response to the Subpoenas. (Id. at ¶¶ 39-41, APP. 011).

Then, on July 3, 2025, Respondents’ counsel informed the SEC that they would not be

producing any further documents in response to the Subpoenas because of constitutional objections

to the SEC staff’s ability to conduct investigations such as this one. (Id. at ¶¶ 42-43, APP. 011-

012). In the eight months since receiving the Subpoenas, this was the first time that any Respondent

had mentioned such a constitutional objection. SEC staff responded with a letter on August 20,

2025, outlining the SEC’s position and providing cites to applicable cases. (Id. at ¶ 44, APP. 012).

Counsel for Respondents confirmed on September 11, 2025, via email, that their position had not

changed and that they would not be producing any further documents in response to the Subpoenas.

(Martinez Decl. at ¶ 46, APP. 012).

III. ARGUMENT

The SEC requests that the Court enforce the Subpoenas. Specifically, as further outlined in

the Application, the SEC asks the Court to order Respondents to produce documents in response

to each request in the Subpoenas. The Court should grant the Application because: (A) the Court

has authority and jurisdiction to enforce the Subpoenas, (B) the Subpoenas satisfy the minimal

requirements for enforcement, and (C) Respondents cannot establish any basis for refusing to

comply with the Subpoenas.

A. THIS COURT HAS AUTHORITY AND JURISDICTION TO ENFORCE THE SUBPOENAS IN
SUMMARY PROCEEDINGS, AND VENUE LIES IN THIS DISTRICT.

“It is well established that the scope of an administrative agency’s investigatory power is

broad.” SEC v. OKC Corp., 474 F. Supp. 1031, 1034 (N.D. Tex. 1979); see also 15 U.S.C. § 77t(a);

15 U.S.C. §§ 78u(a)–(b). The SEC—and the officers that it designates—are empowered, among

other things, to administer oaths, subpoena witnesses, and compel their testimony and attendance.

See 15 U.S.C. §77s(c); 15 U.S.C. § 78u(b). When a subpoenaed party refuses to comply with a

subpoena issued by the SEC—as Respondents have done here—the SEC has the authority to seek a

court order enforcing the subpoena by compelling compliance. See 15 U.S.C. § 78u(c) (“In case of

…refusal to obey a subpoena issued to any person, the [SEC] may invoke the aid of any court of the

United States within the jurisdiction of which such investigation or proceeding is carried on….”).

This Court has jurisdiction over the Application made by the SEC in this case, which Congress has

expressly conferred. See id.

Regarding venue, Congress authorized the SEC to bring subpoena enforcement actions in

any United States District Court “within the jurisdiction of which such investigation or proceeding

is carried on.” Id. The Investigation in this case is being conducted by staff in the SEC’s Fort

Worth Regional Office, and the subpoenas were issued in Fort Worth, Texas. (Martinez Decl. at

¶¶ 1, 2, 10; APP. 001, 004, 013-144). Accordingly, venue for the Application is proper in this

District. See SEC v. Comm. on Ways & Means of the U.S. House of Representatives, 161 F. Supp.

3d 199, 225 (S.D.N.Y. 2015) (“Because the SEC is carrying on the Humana Investigation in New

York, venue in [the Southern District of New York] is proper pursuant to 15 U.S.C. § 78u(c).”).

Furthermore, this Court has authority to adjudicate the SEC’s application in a summary

proceeding. See Burlington N. R. Co. v. Office of Inspector Gen., R.R. Ret. Bd., 983 F.2d 631, 637

(5th Cir. 1993) (“This court has consistently recognized the summary nature of administrative

subpoena enforcement proceedings.”). Therefore, the SEC requests that the Court hear and rule on

the Application so that its Investigation is not further delayed. See id. (Fifth Circuit recognizing

that summary proceedings for enforcement of administrative subpoenas are permissible); see also

SEC v. First Security Bank, 447 F.2d 166, 168 (10th Cir. 1971) (“Questions concerning agency

subpoenas should be promptly determined so that the subpoenas, if valid, may be speedily

enforced”); SEC v. Lavin, 111 F.3d 921, 926 (D.C. Cir. 1997) (noting that subpoena enforcement

actions “are generally summary in nature and must be expedited”).

B. THE SEC’S SUBPOENAS SATISFY ALL REQUIREMENTS FOR ENFORCEMENT.

According to the Fifth Circuit, “it is settled that the requirements for judicial enforcement

of an administrative subpoena are minimal.” Burlington, 983 F.2d at 637. As such, “[t]he courts’

role in a proceeding to enforce an administrative subpoena is extremely limited.” RNR Enters.,

Inc. v. SEC, 122 F.3d 93, 96 (2d Cir. 1997) (internal quotations omitted).

A court should enforce an investigative subpoena upon application by the SEC if: (1) the

investigation is conducted pursuant to a legitimate purpose, (2) the subpoena seeks information

that may be relevant to the purpose, (3) the information sought is not already within the SEC’s

possession, and (4) the SEC issued the subpoena in accordance with applicable administrative

procedures. See SEC v. Marin, 982 F.3d 1341, 1352 (11th Cir. 2020); OKC Corp., 474 F. Supp. at

1034-36.4 The SEC’s “minimal burden” to satisfy this test “can be fulfilled by a simple affidavit

of the . . . agent issuing the summons.” Mazurek v. United States, 271 F.3d 226, 230 (5th Cir. 2001)

(internal quotations and citation omitted) (enforcing IRS summons). As demonstrated below, the

SEC has satisfied all requirements for enforcement in this case.

1. The Purpose of the SEC’s Investigation Is Legitimate.

The SEC staff is conducting this Investigation pursuant to the Formal Order, which

authorizes designated officers of the SEC to investigate, among other things, whether violations of

the antifraud and other provisions of the federal securities laws have occurred. (Martinez Decl. at

¶¶ 4-7, APP. 002-003). This purpose is “Congressionally authorized” because Congress empowered

the SEC “to conduct investigations to determine whether any person has violated or is about to

violate the securities laws.” OKC Corp., 474 F. Supp. at 1034-35 (holding that purpose of SEC

investigation was legitimate where investigation was conducted pursuant to SEC’s order authorizing

investigation into potential federal securities law violations); see also 15 U.S.C. § 77t(a); 15 U.S.C.

§ 78(u)(a); SEC v. Jerry T. O’Brien, Inc., 467 U.S. 735, 741 (1984) (“Congress has vested the [SEC]

with broad authority to conduct investigations into possible violations of the federal securities laws

and to demand production of evidence relevant to such investigations.”). Accordingly, the SEC is

conducting this Investigation pursuant to a lawfully authorized and legitimate purpose.

2. The Subpoenas Seek Relevant Documents, Testimony, and Information.

An agency’s subpoena seeks relevant information when such information is not “‘plainly

incompetent or irrelevant to any lawful purpose.’” OKC Corp., 474 F. Supp. at 1036 (quoting

Endicott Johnson Corp. v. Perkins, 317 U.S. 501, 509 (1943)). Because Congress authorized the

4 These four factors are derived from United States v. Powell, 379 U.S. 48, 57-58 (1964), where the Supreme Court
established a test for enforcement of an Internal Revenue Service (“IRS”) summons. See also SEC v. ESM Gov’t Sec.,
Inc., 645 F.2d 310, 313 n.3 (5th Cir. 1981) (noting that standards of IRS summons enforcement cases, including
Powell, apply generally to SEC subpoena enforcement cases).

SEC to subpoena documents that it deems “relevant or material to the inquiry,” 15 U.S.C. § 78u(b),

“a court should be reluctant to declare the subpoenaed documents irrelevant,” unless the subpoena

“on its face” seeks documents that “do not pertain to the official subject of the investigation.” OKC

Corp., 474 F. Supp. at 1036; see also Ruggles v. SEC, 567 F. Supp. 766, 768 (S.D. Tex. 1983)

(federal securities laws empower the SEC “to subpoena any records which it deems relevant, and the

courts are to permit inquiries to whatever extent is necessary to make effective this power of

investigation”).

Here, the information the SEC seeks from Respondents satisfies the minimal relevance

standard. Through its Investigation, the SEC seeks to investigate whether any person or entity

violated various provisions of the federal securities laws in connection with a potential market-

manipulation scheme to inflate the price of Mondee stock. (Martinez Decl. at ¶ 5, APP. 002-003).

As stated in Section II(b), Respondents Olsen, ARCPE, and Gemini all traded in Mondee securities

during the Relevant Period. (Martinez Decl. at ¶ 9, APP. 003-004). Olsen and ARCPE appear to

have potentially funded at least part of their trading in Mondee’s securities using proceeds from a

real estate transaction involving a Mondee executive. (Id.). Additionally, Olsen is associated with

the manager of Gemini and is personally an officer and/or director of ARCPE Holding and Sunset

Harbor. (Id. at ¶ 8, APP. 003).

To that end, the SEC issued and served the Subpoenas seeking documents, communications,

and ESI from Respondents seeking materials related to trading in Mondee securities. This requested

information is relevant to determining whether violations of the antifraud or other provisions of the

federal securities laws5 occurred in connection with trading in Mondee securities and related

transactions.

Respondents have admitted responsive documents exist, repeatedly stating that they were

gathering the documents for production. (See Martinez Decl. at ¶¶ 28 et seq., APP. 008-012).

Respondents stated that they were about to produce several more tranches of documents before

abruptly refusing, raising—for the first time—a constitutional defense despite having received the

Subpoenas more than eight months earlier.

Far from being “plainly incompetent” or “irrelevant,” all documents that the subpoenas

require Respondents to produce are squarely germane to the purpose of the SEC’s Investigation

because they may shed light on whether any provisions of the federal securities laws were violated.

Accordingly, the subpoenas easily meet the minimal relevance requirement to warrant their

enforcement. See OKC Corp., 474 F. Supp. at 1036.

3. The Information Sought Is Not Already in the SEC’s Possession.

The third requirement for enforcement of an administrative subpoena is “that the information

sought is not already within the agency’s possession.” Marin, 982 F.3d at 1352. This requirement

is clearly satisfied in this case. The SEC does not have possession of Respondents’ documents that

are sought by the subpoenas. (Martinez Decl. at ¶ 11, APP. 004).

4. The SEC Satisfied Applicable Administrative Requirements.

Lastly, the SEC staff issued and served the administrative subpoenas in accordance with the

applicable administrative requirements. The federal securities laws authorize the SEC to designate

officers and empower them, among other things, to subpoena witnesses, to compel their attendance,

5 See supra note 3 & 3 (citing antifraud and other provisions).

to take evidence, and to require the production of any books, papers, or other documents that the

SEC deems relevant or material to its investigation. See 15 U.S.C. § 77s(c); 15 U.S.C. § 78u(b).

Here, a staff attorney who was designated in the Formal Order as an officer of the SEC for

purposes of this Investigation issued each of the subpoenas to Respondents. (Martinez Decl. at ¶¶ 1-

5, 10, APP. 001-004). The SEC staff properly served the subpoenas on Respondents by sending the

subpoenas to their last known addresses via UPS mail. (Id. at ¶¶ 10, APP. 004). Further, there is no

question that Respondents received actual notice of the SEC’s subpoenas, given that their counsel

eventually notified SEC staff that he represented Respondents in connection with the subpoenas, and

that Respondent ARCPE partially complied with the subpoena issued to it. (Id., passim, APP. 001-

012). Accordingly, the subpoenas satisfy the applicable administrative procedures. See OKC Corp.,

474 F. Supp. at 1036 (holding that the SEC complied with applicable laws where it issued subpoena

“pursuant to an agency order authorizing a legitimate agency investigation”).

C. RESPONDENTS CANNOT SHOW THAT THE SUBPOENAS SHOULD NOT BE ENFORCED.

Once an agency satisfies the threshold criteria for enforcement of an administrative

subpoena, the burden shifts to the respondent to establish that the subpoena is unreasonable. See SEC

v. Arthur Young & Co., 584 F.2d 1018, 1024, 1034 n.139 (D.C. Cir. 1978), cert. denied, 439 U.S.

1071 (1979); SEC v. Brigadoon Scotch Distrib. Co., 480 F.2d 1047, 1056 (2d Cir. 1973), cert.

denied, 415 U.S. 915 (1974); OKC Corp., 474 F. Supp. at 1036.

Here, Respondents will not be able to show that the subpoenas are unreasonable or should

not be enforced as requested by the SEC. Indeed, in communications with the SEC staff,

Respondents had stated that they were on the cusp of producing several more tranches of documents

before abruptly refusing. (Martinez Decl. at ¶¶ 38-46, APP. 010-012). And where, as here, the SEC’s

inquiry is legally authorized and the information sought is relevant to the inquiry, the burden of

showing unreasonableness “is not easily satisfied.” OKC Corp., 474 F. Supp. at 1036 (citing

Brigadoon Scotch, 480 F.2d at 1056).

As demonstrated in the attached correspondence, there is no basis in law or fact to conclude

that the staff of the SEC is constitutionally barred from issuing the Subpoenas and seeking their

enforcement in the courts of the United States. See August 20, 2025 Letter from SEC Assistant

Director Timothy McCole (Martinez Decl. Ex. E, APP. 148-149) responding to July 3, 2025 Letter

from Joshua Klein (Martinez Decl. Ex. D, APP. 145-147); see also SEC v. Musk, No. 3:23-MC-

80253-JSC, 2024 WL 2875096, at *8 (N.D. Cal. May 14, 2024); SEC v. McMillan, No. 4:24-cv-

00919-P, 2025 WL 531776 (N.D. Tex. Feb. 18, 2025).

IV. CONCLUSION

For the foregoing reasons and those stated in the SEC’s Application for Order Compelling

Compliance with Administrative Subpoenas, the SEC respectfully requests that the Court grant

the Application and enter an Order compelling Respondents to comply with the SEC’s

administrative subpoenas as further outlined in the Application.

Dated: March 27, 2026

Respectfully submitted,

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION

Of Counsel:

ALEXIS PURCELL
Texas Bar No. 24044963
DWIGHT KELTNER
Texas Bar No. 24007474
TIMOTHY McCOLE
Mississippi Bar No. 10628
United States Securities and Exchange Commission
801 Cherry Street, Unit 18
Fort Worth, TX 76102

Attorneys for Applicant United States
Securities and Exchange Commission

CERTIFICATE OF SERVICE

On March 27, 2026, I served or caused to be served (1) the Application of the Securities
and Exchange Commission Compelling Compliance with Administrative Subpoenas, (2) the
Memorandum of Law in Support of the Application of the Securities and Exchange Commission
Compelling Compliance with Administrative Subpoenas, (3) the Declaration of Ty S. Martinez
dated March 16, 2023, and exhibits thereto, and (4) the Proposed Order via Personal service, email,
and UPS overnight delivery to:

Joshua Klein
Petrillo Klein Boxer LLP
855 Third Ave., 22nd Floor
New York, NY 10017
[email protected]

s/ Matthew J. Gulde
Matthew J. Gulde

I. PRELIMINARY STATEMENT
II. STATEMENT OF FACTS
A. The SEC is Conducting a Legally Authorized Investigation Into Potential Violations of The Federal Securities Laws in Connection With the Trading of Mondee Securities.
B. The SEC Issued and Served Subpoenas to Respondents, Who Have Refused to Produce Certain Documents as Required by The Subpoenas.

III. ARGUMENT
A. This Court Has Authority and Jurisdiction To Enforce the Subpoenas in Summary Proceedings, and Venue Lies in this District.
B. The SEC’s Subpoenas Satisfy All Requirements for Enforcement.
1. The Purpose of the SEC’s Investigation Is Legitimate.
2. The Subpoenas Seek Relevant Documents, Testimony, and Information.
3. The Information Sought Is Not Already in the SEC’s Possession.
4. The SEC Satisfied Applicable Administrative Requirements.

C. Respondents Cannot Show That The Subpoenas Should Not Be Enforced.

IV. CONCLUSION

OCR text (35,322c · textlayer · 95% conf)

UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS

FORT WORTH DIVISION
__________________________________________

)
SECURITIES AND EXCHANGE COMMISSION, )
)

Applicant, ) Misc. Action No.:
)

vs. )
)

JOHN OLSEN, ARCPE 1, LLC, ARCPE )
HOLDING, LLC, GEMINI 1, LLC, )
TAMIWEST, LLC, HARBOR REALTY )
INVESTMENT CORP., and SUNSET HARBOR )
HOLDINGS, LLC, )

)
Respondents. )

__________________________________________)

MEMORANDUM OF LAW IN SUPPORT OF APPLICATION
OF THE SECURITIES AND EXCHANGE COMMISSION FOR AN ORDER
COMPELLING COMPLIANCE WITH ADMINISTRATIVE SUBPOENAS

Dated: March 27, 2026

Respectfully submitted,

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION

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