SEC v. Hedonova LLC; and Hedonova Advisors LLC, No. 2:24-cv-05293, Central District of California (July 2, 2024) — Complaint

COMPLAINT
1

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

BELINDA I. MATHIE (IL Bar No. 6275461)
PRO HAC VICE APPLICATION PENDING
Email:  [email protected]
JOHN E. BIRKENHEIER (IL Bar No. 6270993)
PRO HAC VICE APPLICATION PENDING
Email: [email protected]
LEE FARNSWORTH (IL Bar No. 6332666)
PRO HAC VICE APPLICATION PENDING
Email: [email protected]
175 West Jackson Blvd, Suite 1450
Chicago, Illinois 60604
Telephone: (312) 353-7390
Facsimile: (312) 353-7398

Attorneys for Plaintiff
United States Securities and Exchange Commission

LOCAL COUNSEL
Alec Johnson (Cal. Bar No. 270960)
Email: [email protected]
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

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION,
Plaintiff,

vs.
HEDONOVA LLC, and HEDONOVA
ADVISORS LLC
Defendants.

 Case No. 2:24-cv-05293

COMPLAINT

JURY DEMAND

COMPLAINT
2

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

Plaintiff Securities and Exchange Commission (“SEC”) alleges as follows:
JURISDICTION AND VENUE
1. The SEC brings this action pursuant to Sections 20(b) and 20(d) of the
Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77t(b) and 77t(d)], Sections
21(d) and 21(e) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C.
§§ 78u(d) and 78u(e)], and Sections 209(d), 209(e)(1) and 214 of the Investment
Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-9(d), 80b-9(e)(1) and 80b-
14].
2. This Court has jurisdiction over this action pursuant to 28 U.S.C. § 1331,
Sections 20(b), 20(d), and 22 of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and
77v], Sections 21(d), 21(e), and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e),
and 78aa], and Sections 209(d), 209(e)(1), and 214 of the Advisers Act  [15 U.S.C.
§§ 80b-9(d), 80b-9(e)(1), and 80b-14].
3. Defendants, directly or indirectly, made use of the means or instruments
of transportation or communication in, and the means and instruments of, interstate
commerce, or of the mails, in connection with the acts, practices, and courses of
business alleged in this Complaint.
4. Venue is proper in this Court pursuant to Section 22(a) of the Securities
Act [15 U.S.C. § 77v(a)], Section 27 of the Exchange Act [15 U.S.C. § 78aa] and
Section 214 of the Advisers Act [17 U.S.C. § 80b-14].  Acts, practices, and courses of
business constituting violations alleged herein have occurred within the jurisdiction
of the United States District Court for the Central District of California and
elsewhere.  Moreover, of the victims of Defendants’ alleged securities violations the
SEC has identified thus far, a total of approximately 28 reside in California, with
approximately 11 residing in this district.
SUMMARY
5. Defendant Hedonova LLC (“Hedonova Fund” or “the Fund”) represents
to investors that it is a “mutual fund, but for alternative assets.”  From at least

COMPLAINT
3

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

November 2021 to the present, Hedonova Fund engaged in a fraudulent scheme by
raising money from investors while making materially false statements about the
Fund’s investments and about its operations and governance, including the identities
of the Fund’s auditor, administrator, custodian of funds, and bankers.  During this
period, accounts held in the name of Hedonova Fund received at least $12.5 million.
At least $3.8 million of this amount was raised from confirmed or potential investors.
Hedonova Fund claims that it achieves extraordinary investment returns.
6. Defendant Hedonova Advisors LLC (“Hedonova Advisors”) was formed
in August 2022.  It became an SEC-registered investment adviser by filing a Form
ADV on September 29, 2023.  Hedonova Advisors makes materially false statements
about itself and about Hedonova Fund in its Form ADV.
7. The Form ADV for Hedonova Advisors lists Alexander Cavendish
(“Cavendish”), Munish Kumar (“Kumar”), and Suman Bannerjee (“Bannerjee”) as
the principals of Hedonova Fund.  It also identifies those three individuals as control
persons of, and persons with an ownership interest in, Hedonova Advisors.
Hedonova Fund represents that these individuals are located outside of the United
States.  They all declined to appear for testimony in the United States during the
investigation of this matter.
8. The fraudulent investment scheme perpetrated by Hedonova Fund and
Hedonova Advisors appears to be ongoing.  Hedonova Fund’s website was publicly
available at least as late as June 7, 2024, and the Fund is known to have received
investments as recently as February 2024.  Hedonova Advisors sent at least one
investor a quantitative report as recently as May 1, 2024, purporting to address the
performance of Hedonova Fund in April 2024.
9. By engaging in the conduct described above, Defendants have violated,
and apparently continue to violate, numerous antifraud provisions of the federal
securities laws.
10. The SEC brings this action to hold Hedonova Fund and Hedonova

COMPLAINT
4

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

Advisors responsible for their violations of the federal securities laws.
11. The SEC seeks to enjoin each of the Defendants in this action from
violations of the federal securities laws and seeks disgorgement of their ill-gotten
gains, along with prejudgment interest and civil penalties.
THE DEFENDANTS
12. Hedonova LLC is    a   purported investment fund formed in April 2021
under the laws of Delaware.  In September 2023, it was domesticated in Idaho.
Hedonova Fund has variously listed its principal place of business as Dover,
Delaware and Meridian, Idaho, and has purported to do business in Los Angeles,
California.  In May 2024, Hedonova Fund was the subject of a California state
administrative desist and refrain order in connection with its securities investment
business.  The California order found, among other things, that Hedonova Fund made
untrue statements of material fact in connection with the offer and sale of its
securities.
13. Hedonova Advisors LLC is an SEC-registered investment adviser to
the Fund.    Hedonova Advisors was formed in August 2022 under the laws of
Delaware.  It registered with the SEC by filing a Form ADV approximately a year
later, on September 29, 2023.  The September 29, 2023 Form ADV identified an
address in Los Angeles, California as its principal office and place of business.  On
March 29, 2024, Hedonova Advisors filed an updated Form ADV listing an address
in Post Falls, Idaho as its principal office and place of business.
FACTS
14. The definition of a “security” under the securities laws includes, among
other instruments, “investment contracts.”
15. Investment contracts are instruments through which a person invests
money in a common enterprise with expectations of profits or returns produced by the
entrepreneurial or managerial efforts of others.
16. Between at least November 2021 and February 2024, Hedonova

COMPLAINT
5

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

Advisors and Hedonova Fund offered and sold securities in the form of limited
liability company membership interests in Hedonova Fund, through general
solicitation on the Fund’s website.  The limited liability company membership
interests in Hedonova Fund are investment contracts.
17. Hedonova Fund solicited investments of at least $5,000, later raised to
$10,000.
18. Hedonova Fund informed investors that their money would “purchase
parts of the fund, called ‘blocks,’” and that the investors would “make a profit when
the overall value of [Hedonova] increases.”
19. Individuals invested money in response to the Fund’s solicitations.  The
money they invested was pooled into accounts with an online payment processor and
an online money transfer service.  Some of the pooled investor money was
subsequently transferred into Hedonova Fund accounts at various regional and online
banks.
20. In addition, in Item 5.G of its Form ADV, Hedonova Advisors self-
identified as being engaged in “Portfolio management for pooled investment vehicles
(other than investment companies).”
21. Hedonova Fund offered membership interests to investors through a
Private Offering Memorandum dated January 2021 (“January 2021 PPM”), and later,
a Private Placement Memorandum dated October 2022.
22. The January 2021 PPM represented to investors that the Fund’s “goal is
to generate outstanding returns on a rolling 24-36 month time horizon through the use
of fundamental research across multiple industry sectors in order to generate an edge
of insight or factual information.”
23. Investors in Hedonova Fund were not expected to take any action to
generate profits beyond investing their money.
24. Investors in the Fund reside in various states throughout the United
States, including approximately 28 in California and approximately 11 in this district.

COMPLAINT
6

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

I. Defendants’ Offer and Sale of Securities by Means of False and
Misleading Statements.
A. False and Misleading Statements in the Hedonova Fund PPM
25. Hedonova Fund was formed in April 2021 but solicited investors with a
private offering memorandum dated January 2021.
26. In the January 2021 PPM, the Fund represents to investors that “The
Company will engage primarily in the purchase and sale of long positions in publicly
traded securities, other investment funds, U.S. governmental and infrastructure
projects, and during certain market environments, may hedge the portfolio using
other derivative securities.  Its principal investment objective is the achievement of
superior investment returns.”  A different section of the January 2021 PPM states that
the Fund is “primarily a long investor on U.S. and foreign equity markets,” and will
invest in “alternative assets like startups, artwork, film and media royalties,
equipment leasing, litigation funding, crypto currencies, and emerging market equity
investment.”
27. The January 2021 PPM claimed a Big Four accounting firm as the
Fund’s auditor (“Big Four Accounting Firm A”), a   Chicago-based financial services
firm as its administrator (“Financial Services Firm B”), and an international bank as
its bank (“International Bank C”).
28. However, in response to inquiries from the SEC, these entities, after
reviewing their records, found no evidence of their ever having had a relationship
with Hedonova Fund.  Big Four Accounting Firm A found no record of Hedonova
Fund ever being listed as its client.  Financial Services Firm B performed a diligent
search of its records and was unable to locate any records regarding Hedonova Fund
or Hedonova Advisors.  International Bank C found no record of any entity with
Hedonova in its name being a client or customer of International Bank C’s American
bank.
29. The Fund’s January 2021 PPM further stated that “Hedonova Advisors

COMPLAINT
7

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

LLC, a Delaware company” was the fund’s manager, even though Hedonova
Advisors was not formed in Delaware until August 2022.
30. The Fund opened a bank account at Regional Bank D on or around
October 31, 2021, and accepted its first investment on or around November 5, 2021.
Regional Bank D is    not mentioned in any of the Fund’s promotional materials
identified by the SEC.  It   is not the international bank identified in the January 2021
PPM.
31. Between November 2021 and when Hedonova Advisors was formed in
August 2022, the Hedonova Fund account at Regional Bank D received more than
100 deposits totaling approximately $1.6 million in what appear to be investor funds.
The deposits were made either directly into the Hedonova Fund account at Regional
Bank D or through an online payment processor.
32. During this period, Hedonova transferred approximately $400,000 to
digital branding and marketing companies, approximately $119,000 to companies
that publish investor newsletters and financial blogs, and approximately $460,000 to
an account at Financial Technology Company P. The records also show, among other
things, payments of approximately $1,100 to OnlyFans (an adult performance
website) and approximately $8,200 in transfers to an entity that appears to operate a
resort in Nepal.
33. On information and belief, Cavendish, Kumar, and Bannerjee, together
with other persons associated with Hedonova Fund and Hedonova Advisors,
knowingly made and disseminated the false and misleading statements described
above, or recklessly allowed th ose false and misleading statements to be
disseminated.
B.    False and Misleading Statements on the Hedonova.io Website and in
the Form ADV for Hedonova Advisors.
34. At all times relevant to this action, Hedonova Fund has maintained a
website that is available to the public at the following URL: Hedonova.io.

COMPLAINT
8

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

35. On its website, Hedonova Fund claims to be a “mutual fund, but for
alternative assets.”  The website represents that investors’ money will be distributed
among alternative asset classes such as litigation finance, startup companies, wine
and spirits, real estate, and fine art.
36. Through its website, Hedonova Fund solicited investments of $5,000 or
more (later raised to $10,000).  The website claims impressive investment returns,
including a 38.78% net    internal rate of return and a   53.16% compound annual growth
rate.  The website also represents that as of October 2023, it had achieved “105.27%
Alpha over S&P 500.”
37. The Fund’s website represented prior to Fall 2023 that it used Fine Art
Investing Platform E to invest in fine art and Litigation Investing Platform F to make
litigation finance investments.  Hedonova Fund’s website also, at that time,
represented that Big Four Accounting Firm A was its auditor.
38. These representations were all false.  When Fine Art Investing Platform
E and Big Four Accounting Firm A learned of the Fund’s claims, in or about January
2023, they sent Hedonova cease-and-desist letters.
39. In the meantime, on or about March 1, 2023, the California Department
of Financial Protection and Innovation (“DPFI”) questioned Hedonova Fund about its
website.  Personnel from the Fund responded that it had a relationship with a different
entity affiliated with Big Four Accounting Firm A and made its art investments
through a different intermediary than Fine Art Investing Platform E.  In May 2024,
the DPFI issued a desist and refrain order finding, among other things, that at least
146 investors had purchased at least $5,688,390.23 of limited liability company
membership interests in Hedonova Fund.
40. In or around Fall 2023, Hedonova Fund revised its website to delete
references to Fine Art Investing Platform E and Big Four Accounting Firm A.
41. On September 29, 2023 Hedonova Advisors registered as an Investment
Adviser with the SEC by filing a Form ADV.  On March 29, 2024, Hedonova

COMPLAINT
9

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

Advisors filed an updated Form ADV.  The Forms ADV for Hedonova Advisors list
the Hedonova.io website as one of the website addresses where Hedonova Advisors
“control[s] the content.”
42. Both the 2023 and 2024 Forms ADV state that certain books and records
of Hedonova Advisors are kept at the London office of a Big Four accounting firm
(“Big Four Accounting Form O”).  However, representatives of Big Four Accounting
Firm O have been unable to locate any information showing a relationship with
Hedonova Advisors in their internal conflicts database.
43. None of the Fund’s known accounts with financial institutions reflect the
amount of activity claimed in Hedonova Advisors’ 2023 or 2024 Forms ADV.
44. Hedonova Advisors’ 2023 Form ADV reported that Hedonova Fund’s
gross asset value was $704,000,000.
45. On March 29, 2024, Hedonova Advisors filed an updated Form ADV
reporting that Hedonova Fund’s gross asset value was $823,806,897.
46. On or around March 25, 2024, Hedonova Fund produced to the SEC an
undated document purporting to be a portfolio allocation schedule. The schedule
reported holdings with market values totaling only $79,304,244.
47. During the SEC’s investigation, Defendants provided the SEC with what
purported to be a list of investors in the Fund.  The list included only approximately
85 investors.  The purported aggregate investment amount for the 85 investors was
only $1,710,778.
48. The records of the Fund’s known financial accounts reflect no transfers
to Fine Art Investing Platform E or to Litigation Investing Platform F.  Nor do the
records of the Fund’s accounts reflect payments for services rendered by Big Four
Accounting Firm A or  Big Four Accounting Firm O.
49. The identity of the people who control Hedonova Fund and Hedonova
Advisors is unclear.  The LinkedIn profiles for Bannerjee and for a person identified
as Hedonova Fund’s Chief Technology Officer as of October 2022 appear to use

COMPLAINT
10

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

stock photographs.  The photo for Bannerjee appears on a stock photography website,
and the photo for the Chief Technology Officer appears under a different name on a
blog post by an employee at a major consulting firm.
50. As of November 1, 2023, Hedonova Fund’s website claimed
relationships with several reputable accounting firms and banks.  The website listed
Accounting Firm G as the Fund’s auditor and explained that “Auditors ensure we
follow the best accounting practices, standards, and protocols.  They also review our
valuation methods and how they are implemented.”
51. As of the same date, Hedonova Fund’s website listed two international
banks, International Bank C and International Bank H, as “Bankers” and the Chicago-
based Financial Services Firm B as “Custodian,”   including images of the logos of
both international banks and the Chicago-based financial services firm.  The website
stated that “Hedonova is in charge of all investment decisions.  However the fund’s
assets are held by custodians who act in the best interest of the investors.”
52. The 2023 and 2024 Hedonova Advisors Forms ADV made similar
claims.  The Forms ADV list a purported affiliate of Chicago-based Financial
Services Firm B located in Dublin, Ireland, as the custodian of funds.
53. The 2023 and 2024 Hedonova Advisors Forms ADV further identified a
specific affiliate of Big Four Accounting Firm A, Accounting Firm J, as Hedonova
Fund’s auditor and provided a London address for the Accounting Firm J.
54. These representations are all false.  Each of the several professional
services firms named in paragraphs 50 through 53 above has informed the SEC that it
has no record of Hedonova Fund or Hedonova Advisors ever having been a client.
55. Chicago-based Financial Services Firm B also informed the SEC staff
that the purported affiliate of Financial Services Firm B supposedly located in
Dublin, Ireland does not exist.
56. International Bank C and International Bank H, identified on Hedonova
Fund’s website, maintain controls around the use of their corporate names and logos.

COMPLAINT
11

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

Both international banks searched their brand control records and determined that
Hedonova Fund’s use of the banks’ names and logos is unauthorized.
57. Sometime between February 8, 2024 and March 1, 2024, Hedonova
Fund removed the reference to Chicago-based Financial Services Firm B as
“Custodian” from its website and added a reference to Global Hedge Fund
Administrator K as Hedonova Fund’s “Administrator,”   including a copy of Global
Hedge Fund Administrator K’s logo.
58. But this new representation is false too.  Global Hedge Fund
Administrator K does not currently provide, and has not in the past provided, services
to Hedonova Fund.  Nor did it authorize Hedonova Fund to use its name and logo on
the Hedonova.io website.
59. Investors considered Hedonova Fund’s representations about the Fund’s
investment portfolio and performance before making investment decisions.  They
believed that Hedonova Fund’s portfolio of alternative asset investments offered them
exposure to asset classes that were not readily available to them in other funds.
Investors’ decisions to invest were influenced by the disclosures on Hedonova Fund’s
website about the Fund’s rate of return compared to that of the S&P 500.
60. To convince investors their investments in Hedonova Fund were
profitable and safe, Hedonova Advisors sends investors monthly “quantitative
reports” touting Hedonova Fund’s purported strong performance.  Hedonova
Advisors sent at least one investor a quantitative report as recently as May 1, 2024,
purporting to address the performance of Hedonova Fund in April 2024.
61. On information and belief, Cavendish, Kumar, and Bannerjee, together
with other persons associated with Hedonova Fund and Hedonova Advisors
knowingly made and disseminated the false and misleading statements described
above or recklessly allowed those false and misleading statements to be disseminated.
C. Defendants Received Approximately $12.5 Million
62. From on or about November 2021 through at least October 2023,

COMPLAINT
12

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

accounts in the name of Hedonova Fund received approximately $12.5 million in
deposits.
63. Of the $12.5 million, approximately $1.6 million was deposited into the
Hedonova Fund account at Regional Bank D prior to the time that Hedonova
Advisors was formed.
64. From approximately April 2022 to October 2023, investors sent funds to
Hedonova Fund through an account held at Payment Processor L.
65. In addition to Regional Bank D and Payment Processor L, at various
times Hedonova Fund also used bank ACH transfers, credit card payments, a money
transfer service, Money Transfer Service M, and another regional bank, Regional
Bank N, to receive investor funds.
66. A client list produced by Hedonova contained the names of
approximately 85 investors with a purported aggregate investment amount totaling
$1,710,778.  Hedonova Fund’s financial records revealed that Hedonova received
$1,265,114 from investors on its client list and sent $1,314,250 to this group of
investors.
67. The SEC has identified additional deposits of $2,536,669 into Hedonova
Fund accounts bearing notations that they were investments in Hedonova Fund.  Of
these deposits, $633,566 came from parties who were not included on the investor list
described in paragraph 66 above.
68. The SEC has not identified payments to or from Fine Art Investing
Platform E, Litigation Investing Platform F, Accounting Firm J, Big Four Accounting
Firm O, Financial Services Firm B, International Bank H, Global Hedge Fund
Administrator K, or Accounting Firm G in the bank and other financial institution
records for Hedonova Fund or Hedonova Advisors.
II. Defendants Failed to Produce Evidence Corroborating
Their Representations
69. The SEC issued a   subpoena for documents to Hedonova Fund on

COMPLAINT
13

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

September 28, 2023 seeking to substantiate the Fund’s purported investment activity
and the relationships it   claimed to have with the several financial institutions and
professional firms discussed above.
70. Hedonova Fund’s production in response to the September 28, 2023
subpoena was incomplete.  The Fund has not produced copies of its audited or
unaudited financial statements for any period covered by the SEC’s subpoena.  The
Fund did identify accounts at four banks (one of which is affiliated with Money
Transfer Service M and one of which is affiliated with Regional Bank N), but the
Fund failed to provide any documentation substantiating relationships with
International Bank C, International Bank H, or Chicago-based Financial Services
Firm B.  Nor did the Fund produce engagement letters, service contracts, or other
documentation establishing current or former relationships with Accounting Firm G
or the U.S. affiliate of Big Four Accounting Firm A.  As discussed above, the SEC
has been informed by the financial institutions and accounting firms that they have
not located any evidence showing a relationship with Hedonova Fund.
71. The Fund also failed to produce documents proving its current holdings
in the various alternative asset classes identified on its website.  Instead, Hedonova
Fund produced a few documents including reports concerning the provenance and
condition of several fine art paintings, miscellaneous documents from the
Governments of India and Nepal, and pictures of what appear to be real estate parcels
in Nepal.  However, Hedonova Fund produced no documentation proving that it
owned these assets, or any other assets beyond accounts at the four financial
institutions discussed above.
72. The SEC issued another subpoena to Hedonova Fund on April 4, 2024
requiring the production of additional documents, including documents relating to
social media posts concerning Hedonova Fund’s purported investments and portfolio
transactions, and awards received by Hedonova Fund or Hedonova Advisors.
Hedonova Fund has not produced any documents responsive to the April 4, 2024

COMPLAINT
14

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

subpoena.
73. The SEC issued a subpoena to Hedonova Advisors on May 2, 2024
requesting the production of certain documents that registered investment advisers are
required by law to keep in an easily accessible place, including journals, ledgers,
records of purchases and sales of securities, checkbooks, bank statements, audited
financial statements, and client agreements.  Hedonova Advisors has not produced
any documents to the SEC in response   to the May 2, 2024 subpoena.
74. When the SEC subpoenaed Cavendish, Kumar, and Bannerjee for
investigative testimony, they declined to appear in the United States.  Instead, they
proposed to testify remotely.  Bannerjee and Cavendish proposed testifying from
jurisdictions where such testimony would be prohibited by local law.  Kumar
proposed to testify from a location where compelled testimony is not permitted, and
voluntary testimony requires obtaining prior permission of the foreign government.
Accordingly, the SEC has not taken the testimony of Bannerjee, Kumar, or
Cavendish.
FIRST CLAIM FOR RELIEF
Fraud in the Connection with the Purchase and Sale of Securities
Violations of Section 10(b) of the Exchange Act and Rule 10b-5
(Against Defendants Hedonova Fund and Hedonova Advisors)
75. The SEC realleges and incorporates by reference paragraphs 1 through
74 above.
76. As alleged above, Defendants Hedonova Fund and Hedonova Advisors
sold securities, in the form of investments in Defendant Hedonova Fund, by means of
materially false and misleading statements about the business of Defendant Hedonova
Fund and the potential risks and rewards of investing in Defendant Hedonova Fund.
77. By engaging in the conduct described above, Defendants Hedonova
Fund and Hedonova Advisors, and each of them, directly or indirectly, in connection
with the purchase or sale of a security, by the use of means or instrumentalities of

COMPLAINT
15

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

interstate commerce, of the mails, or of the facilities of a national securities
exchange:  (a) employed devices, schemes, or artifices to defraud; (b) made untrue
statements of a material fact or omitted to state a material fact necessary in order to
make the statements made, in the light of the circumstances under which they were
made, not misleading; and (c) engaged in acts, practices, or courses of business which
operated or would operate as a fraud or deceit upon other persons.
78. Defendants Hedonova Fund and Hedonova Advisors, and each of them,
acted knowingly and/or recklessly.
79. By engaging in the conduct described above, Defendants Hedonova
Fund and Hedonova Advisors violated, and unless restrained and enjoined will
continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule
10b-5 thereunder [17 C.F.R. § 240.10b-5].
SECOND CLAIM FOR RELIEF
Fraud in the Offer or Sale of Securities
Violations of Section 17(a) of the Securities Act
(Against Defendants Hedonova Fund and Hedonova Advisors)
80. The SEC realleges and incorporates by reference paragraphs 1 through
74 above.
81. As alleged above, Defendants Hedonova Fund and Hedonova Advisors
offered and sold securities, in the form of investments in Defendants Hedonova Fund,
by means of materially false and misleading statements about the business of
Defendant Hedonova Fund and the potential risks and rewards of investing in
Defendant Hedonova Fund.
82. By engaging in the conduct described above, Defendants Hedonova
Fund and Hedonova Advisors, in the offer and sale of securities, by the use of the
means and instruments of transportation or communication in interstate commerce or
by use of the mails, directly or indirectly, have employed devices, schemes and
artifices to defraud; obtained money and property by means of untrue statements of

COMPLAINT
16

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

material facts and omissions to state material facts necessary in order to make the
statements made, in light of the circumstances under which they were made, not
misleading; and engaged in transactions, practices, and courses of business which
operated or would operate as a fraud or deceit upon the purchasers of such securities.
83. Defendants Hedonova Fund and Hedonova Advisors acted knowingly,
recklessly, and/or negligently, in engaging in the conduct described above.
84. By engaging in the conduct described above, Defendants Hedonova
Fund and Hedonova Advisors violated, and unless restrained and enjoined will
continue to violate, Sections 17(a) of the Securities Act [15 U.S.C. § 77q(a)].
THIRD CLAIM FOR RELIEF
Fraud by an Investment Adviser
Violations of Section 206(4) of the Advisers Act and Rule 206(4)-8
(Against Defendant Hedonova Advisors)
85. The SEC realleges and incorporates by reference paragraphs 1 through
74 above.
86. As alleged above, Defendant Hedonova Advisors is an investment
adviser to a pooled investment vehicle, Defendant Hedonova Fund.  Defendant
Hedonova Advisors therefore owed a fiduciary duty to Defendant Hedonova Fund.
Defendant Hedonova Advisors breached its fiduciary duty by recommending the sale
of securities, in the form of investments in Defendant Hedonova Fund, by means of
materially false and misleading statements about the business of Defendant Hedonova
Fund and the potential risks and rewards of investing in Defendant Hedonova Fund.
87. By engaging in the conduct described above, Defendant Hedonova
Advisors, directly or indirectly, by use of the mails or means and instrumentalities of
interstate commerce, while serving as an investment adviser to a pooled investment
vehicle: (a) made untrue statements of material fact and omitted to state material facts
necessary to make the statements made not misleading to investors and prospective
investors in the pooled vehicles; and (b) engaged in fraudulent, deceptive, and

COMPLAINT
17

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

manipulative conduct with respect to  investors and prospective investors in a pooled
vehicle.
88. By engaging in the conduct described above, Defendant Hedonova
Advisors has violated, and unless restrained and enjoined, is reasonably likely to
continue to violate, Sections 206(4) [15 U.S.C. §§ 80b-6(4)] of the Advisers Act and
Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8].
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court:
I.
Issue findings of fact and conclusions of law that Defendants committed the
alleged violations.
II.
Issue a   judgment, in a form consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently enjoining Defendant Hedonova Fund, and its 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 Section 17(a) of the Securities
Act [15 U.S.C. § 77q(a)] and Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)]
and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
III.
Issue a judgment, in a form consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently enjoining Defendant Hedonova Advisors, and its
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 Section 17(a) of
the Securities Act [15 U.S.C. § 77q(a)], Section 10(b) of the Exchange Act [15
U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and Section
206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8 thereunder [17

COMPLAINT
18

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

C.F.R. § 275.206(4)-8].
IV.
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently enjoining Defendants Hedonova Fund and Hedonova
Advisors, and their 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 (1)
participating in the issuance, purchase, offer, or sale of securities; (2) requiring
Hedonova Fund to remove all pages of its website from all hosting services it uses or
has used and in its place post a copy of the Commission’s complaint; and (3)
requiring Hedonova Advisors to submit a new form ADV to the Commission within
24 hours correcting any false or misleading statements.
V.
Order Defendants to disgorge all funds received from their illegal conduct,
together with prejudgment interest thereon under Sections 21(d)(3), 21(d)(5), and
21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)].
VI.
Order Defendant Hedonova Advisors to pay civil penalties under Section 20(d)
of the Securities Act [15 U.S.C. § 77t(d)], Section 21(d)(3) of the Exchange Act [15
U.S.C. § 78u(d)(3)], and Section 209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)].
VII.
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.
VIII.
Grant such other and further relief as this Court may determine to be just and
necessary.

COMPLAINT
19

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

JURY DEMAND
Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiff SEC
demands a trial by jury on all claims so triable.
Dated:  June 24, 2024
 /s/ Alec Johnson
Alec Johnson
Attorney for Plaintiff
Securities and Exchange Commission

Complaints and Other Initiating Documents
2:24-cv-05293 United States Securities and Exchange Commission v. Hedonova LLC et al
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
Notice of Electronic Filing
The following transaction was entered by Johnson, Alec on 6/24/2024 at 12:09 PM PDT and filed on 6/24/2024
Case Name:United States Securities and Exchange Commission v. Hedonova LLC et al
Case Number:2:24-cv-05293
Filer:United States Securities and Exchange Commission
Document Number:1
Docket Text:
COMPLAINT No Fee Required - US Government, filed by Plaintiff United States Securities and
Exchange Commission. (Attorney Alec Johnson added to party United States Securities and
Exchange Commission(pty:pla))(Johnson, Alec)
2:24-cv-05293 Notice has been electronically mailed to:
Alec Johnson     [email protected], [email protected], [email protected]
2:24-cv-05293 Notice has been delivered by First Class U. S. Mail or by other means BY THE FILER to :
The following document(s) are associated with this transaction:
Document description:Main Document
Original filename:C:\fakepath\2024-06-24 Complaint (for filing).pdf
Electronic document Stamp:
[STAMP cacdStamp_ID=1020290914 [Date=6/24/2024] [FileNumber=38161607-0
] [39a2aa58a2b718c8437008374d4e00689568eaeddf2dbd61605bb7a94110ff4d5f7
7e7bf3e0464a3a5079d553ec47127a2a7cc0c6b042c0ad1d7375a0c083480]]
6/24/24, 2:10 PMCM/ECF - California Central District
https://ecf.cacd.uscourts.gov/cgi-bin/Dispatch.pl?1078316510454231/1

COMPLAINT 1  
 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

 

BELINDA I. MATHIE (IL Bar No. 6275461) 
PRO HAC VICE APPLICATION PENDING  
Email:  [email protected] 
JOHN E. BIRKENHEIER (IL Bar No. 6270993) 
PRO HAC VICE APPLICATION PENDING 
Email: [email protected] 
LEE FARNSWORTH (IL Bar No. 6332666) 
PRO HAC VICE APPLICATION PENDING 
Email: [email protected] 
175 West Jackson Blvd, Suite 1450 
Chicago, Illinois 60604 
Telephone: (312) 353-7390 
Facsimile: (312) 353-7398 
 
Attorneys for Plaintiff 
United States Securities and Exchange Commission 
 
LOCAL COUNSEL 
Alec Johnson (Cal. Bar No. 270960) 
Email: [email protected] 
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 

 

UNITED STATES SECURITIES 
AND EXCHANGE COMMISSION, 

Plaintiff, 
 

vs. 

HEDONOVA LLC, and HEDONOVA 
ADVISORS LLC 

Defendants. 
 

 Case No. 2:24-cv-05293 
 
 
COMPLAINT 
 
 
JURY DEMAND  
 
 

 
  

Case 2:24-cv-05293   Document 1   Filed 06/24/24   Page 1 of 19   Page ID #:1

mailto:[email protected]
mailto:[email protected]
mailto:[email protected]


 

COMPLAINT 2  
 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

 

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

JURISDICTION AND VENUE 

1. The SEC brings this action pursuant to Sections 20(b) and 20(d) of the 

Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77t(b) and 77t(d)], Sections 

21(d) and 21(e) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. 

§§ 78u(d) and 78u(e)], and Sections 209(d), 209(e)(1) and 214 of the Investment 

Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-9(d), 80b-9(e)(1) and 80b-

14]. 

2. This Court has jurisdiction over this action pursuant to 28 U.S.C. § 1331, 

Sections 20(b), 20(d), and 22 of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 

77v], Sections 21(d), 21(e), and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), 

and 78aa], and Sections 209(d), 209(e)(1), and 214 of the Advisers Act  [15 U.S.C. 

§§ 80b-9(d), 80b-9(e)(1), and 80b-14].  

3. Defendants, directly or indirectly, made use of the means or instruments 

of transportation or communication in, and the means and instruments of, interstate 

commerce, or of the mails, in connection with the acts, practices, and courses of 

business alleged in this Complaint.  

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

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

Section 214 of the Advisers Act [17 U.S.C. § 80b-14].  Acts, practices, and courses of 

business constituting violations alleged herein have occurred within the jurisdiction 

of the United States District Court for the Central District of California and 

elsewhere.  Moreover, of the victims of Defendants’ alleged securities violations the 

SEC has identified thus far, a total of approximately 28 reside in California, with 

approximately 11 residing in this district.  

SUMMARY 

5. Defendant Hedonova LLC (“Hedonova Fund” or “the Fund”) represents 

to investors that it is a “mutual fund, but for alternative assets.”  From at least 

Case 2:24-cv-05293   Document 1   Filed 06/24/24   Page 2 of 19   Page ID #:2



 

COMPLAINT 3  
 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

 

November 2021 to the present, Hedonova Fund engaged in a fraudulent scheme by 

raising money from investors while making materially false statements about the 

Fund’s investments and about its operations and governance, including the identities 

of the Fund’s auditor, administrator, custodian of funds, and bankers.  During this 

period, accounts held in the name of Hedonova Fund received at least $12.5 million.  

At least $3.8 million of this amount was raised from confirmed or potential investors.  

Hedonova Fund claims that it achieves extraordinary investment returns.   

6. Defendant Hedonova Advisors LLC (“Hedonova Advisors”) was formed 

in August 2022.  It became an SEC-registered investment adviser by filing a Form 

ADV on September 29, 2023.  Hedonova Advisors makes materially false statements 

about itself and about Hedonova Fund in its Form ADV.  

7. The Form ADV for Hedonova Advisors lists Alexander Cavendish 

(“Cavendish”), Munish Kumar (“Kumar”), and Suman Bannerjee (“Bannerjee”) as 

the principals of Hedonova Fund.  It also identifies those three individuals as control 

persons of, and persons with an ownership interest in, Hedonova Advisors.  

Hedonova Fund represents that these individuals are located outside of the United 

States.  They all declined to appear for testimony in the United States during the 

investigation of this matter.   

8. The fraudulent investment scheme perpetrated by Hedonova Fund and 

Hedonova Advisors appears to be ongoing.  Hedonova Fund’s website was publicly 

available at least as late as June 7, 2024, and the Fund is known to have received 

investments as recently as February 2024.  Hedonova Advisors sent at least one 

investor a quantitative report as recently as May 1, 2024, purporting to address the 

performance of Hedonova Fund in April 2024.   

9. By engaging in the conduct described above, Defendants have violated, 

and apparently continue to violate, numerous antifraud provisions of the federal 

securities laws.  

10. The SEC brings this action to hold Hedonova Fund and Hedonova 

Case 2:24-cv-05293   Document 1   Filed 06/24/24   Page 3 of 19   Page ID #:3



 

COMPLAINT 4  
 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

 

Advisors responsible for their violations of the federal securities laws.  

11. The SEC seeks to enjoin each of the Defendants in this action from 

violations of the federal securities laws and seeks disgorgement of their ill-gotten 

gains, along with prejudgment interest and civil penalties.  

THE DEFENDANTS 

12. Hedonova LLC is a purported investment fund formed in April 2021 

under the laws of Delaware.  In September 2023, it was domesticated in Idaho.  

Hedonova Fund has variously listed its principal place of business as Dover, 

Delaware and Meridian, Idaho, and has purported to do business in Los Angeles, 

California.  In May 2024, Hedonova Fund was the subject of a California state 

administrative desist and refrain order in connection with its securities investment 

business.  The California order found, among other things, that Hedonova Fund made 

untrue statements of material fact in connection with the offer and sale of its 

securities.  

13. Hedonova Advisors LLC is an SEC-registered investment adviser to 

the Fund.  Hedonova Advisors was formed in August 2022 under the laws of 

Delaware.  It registered with the SEC by filing a Form ADV approximately a year 

later, on September 29, 2023.  The September 29, 2023 Form ADV identified an 

address in Los Angeles, California as its principal office and place of business.  On 

March 29, 2024, Hedonova Advisors filed an updated Form ADV listing an address 

in Post Falls, Idaho as its principal office and place of business.   

FACTS 

14. The definition of a “security” under the securities laws includes, among 

other instruments, “investment contracts.” 

15. Investment contracts are instruments through which a person invests 

money in a common enterprise with expectations of profits or returns produced by the 

entrepreneurial or managerial efforts of others.  

16. Between at least November 2021 and February 2024, Hedonova 

Case 2:24-cv-05293   Document 1   Filed 06/24/24   Page 4 of 19   Page ID #:4



 

COMPLAINT 5  
 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

 

Advisors and Hedonova Fund offered and sold securities in the form of limited 

liability company membership interests in Hedonova Fund, through general 

solicitation on the Fund’s website.  The limited liability company membership 

interests in Hedonova Fund are investment contracts.  

17. Hedonova Fund solicited investments of at least $5,000, later raised to 

$10,000.  

18. Hedonova Fund informed investors that their money would “purchase 

parts of the fund, called ‘blocks,’” and that the investors would “make a profit when 

the overall value of [Hedonova] increases.” 

19. Individuals invested money in response to the Fund’s solicitations.  The 

money they invested was pooled into accounts with an online payment processor and 

an online money transfer service.  Some of the pooled investor money was 

subsequently transferred into Hedonova Fund accounts at various regional and online 

banks.  

20. In addition, in Item 5.G of its Form ADV, Hedonova Advisors self-

identified as being engaged in “Portfolio management for pooled investment vehicles 

(other than investment companies).” 

21. Hedonova Fund offered membership interests to investors through a 

Private Offering Memorandum dated January 2021 (“January 2021 PPM”), and later, 

a Private Placement Memorandum dated October 2022.     

22. The January 2021 PPM represented to investors that the Fund’s “goal is 

to generate outstanding returns on a rolling 24-36 month time horizon through the use 

of fundamental research across multiple industry sectors in order to generate an edge 

of insight or factual information.”   

23. Investors in Hedonova Fund were not expected to take any action to 

generate profits beyond investing their money.   

24. Investors in the Fund reside in various states throughout the United 

States, including approximately 28 in California and approximately 11 in this district.  

Case 2:24-cv-05293   Document 1   Filed 06/24/24   Page 5 of 19   Page ID #:5



 

COMPLAINT 6  
 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

 

I. Defendants’ Offer and Sale of Securities by Means of False and 

Misleading Statements. 

A. False and Misleading Statements in the Hedonova Fund PPM 

25. Hedonova Fund was formed in April 2021 but solicited investors with a 

private offering memorandum dated January 2021.   

26. In the January 2021 PPM, the Fund represents to investors that “The 

Company will engage primarily in the purchase and sale of long positions in publicly 

traded securities, other investment funds, U.S. governmental and infrastructure 

projects, and during certain market environments, may hedge the portfolio using 

other derivative securities.  Its principal investment objective is the achievement of 

superior investment returns.”  A different section of the January 2021 PPM states that 

the Fund is “primarily a long investor on U.S. and foreign equity markets,” and will 

invest in “alternative assets like startups, artwork, film and media royalties, 

equipment leasing, litigation funding, crypto currencies, and emerging market equity 

investment.” 

27. The January 2021 PPM claimed a Big Four accounting firm as the 

Fund’s auditor (“Big Four Accounting Firm A”), a Chicago-based financial services 

firm as its administrator (“Financial Services Firm B”), and an international bank as 

its bank (“International Bank C”).  

28. However, in response to inquiries from the SEC, these entities, after 

reviewing their records, found no evidence of their ever having had a relationship 

with Hedonova Fund.  Big Four Accounting Firm A found no record of Hedonova 

Fund ever being listed as its client.  Financial Services Firm B performed a diligent 

search of its records and was unable to locate any records regarding Hedonova Fund 

or Hedonova Advisors.  International Bank C found no record of any entity with 

Hedonova in its name being a client or customer of International Bank C’s American 

bank. 

29. The Fund’s January 2021 PPM further stated that “Hedonova Advisors 

Case 2:24-cv-05293   Document 1   Filed 06/24/24   Page 6 of 19   Page ID #:6



 

COMPLAINT 7  
 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

 

LLC, a Delaware company” was the fund’s manager, even though Hedonova 

Advisors was not formed in Delaware until August 2022. 

30. The Fund opened a bank account at Regional Bank D on or around 

October 31, 2021, and accepted its first investment on or around November 5, 2021.  

Regional Bank D is not mentioned in any of the Fund’s promotional materials 

identified by the SEC.  It is not the international bank identified in the January 2021 

PPM.     

31. Between November 2021 and when Hedonova Advisors was formed in 

August 2022, the Hedonova Fund account at Regional Bank D received more than 

100 deposits totaling approximately $1.6 million in what appear to be investor funds.  

The deposits were made either directly into the Hedonova Fund account at Regional 

Bank D or through an online payment processor. 

32. During this period, Hedonova transferred approximately $400,000 to 

digital branding and marketing companies, approximately $119,000 to companies 

that publish investor newsletters and financial blogs, and approximately $460,000 to 

an account at Financial Technology Company P. The records also show, among other 

things, payments of approximately $1,100 to OnlyFans (an adult performance 

website) and approximately $8,200 in transfers to an entity that appears to operate a 

resort in Nepal. 

33. On information and belief, Cavendish, Kumar, and Bannerjee, together 

with other persons associated with Hedonova Fund and Hedonova Advisors, 

knowingly made and disseminated the false and misleading statements described 

above, or recklessly allowed those false and misleading statements to be 

disseminated.  

B. False and Misleading Statements on the Hedonova.io Website and in 

the Form ADV for Hedonova Advisors. 

34. At all times relevant to this action, Hedonova Fund has maintained a 

website that is available to the public at the following URL: Hedonova.io.  

Case 2:24-cv-05293   Document 1   Filed 06/24/24   Page 7 of 19   Page ID #:7



 

COMPLAINT 8  
 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

 

35. On its website, Hedonova Fund claims to be a “mutual fund, but for 

alternative assets.”  The website represents that investors’ money will be distributed 

among alternative asset classes such as litigation finance, startup companies, wine 

and spirits, real estate, and fine art.   

36. Through its website, Hedonova Fund solicited investments of $5,000 or 

more (later raised to $10,000).  The website claims impressive investment returns, 

including a 38.78% net internal rate of return and a 53.16% compound annual growth 

rate.  The website also represents that as of October 2023, it had achieved “105.27% 

Alpha over S&P 500.” 

37. The Fund’s website represented prior to Fall 2023 that it used Fine Art 

Investing Platform E to invest in fine art and Litigation Investing Platform F to make 

litigation finance investments.  Hedonova Fund’s website also, at that time, 

represented that Big Four Accounting Firm A was its auditor.    

38. These representations were all false.  When Fine Art Investing Platform 

E and Big Four Accounting Firm A learned of the Fund’s claims, in or about January 

2023, they sent Hedonova cease-and-desist letters.   

39. In the meantime, on or about March 1, 2023, the California Department 

of Financial Protection and Innovation (“DPFI”) questioned Hedonova Fund about its 

website.  Personnel from the Fund responded that it had a relationship with a different 

entity affiliated with Big Four Accounting Firm A and made its art investments 

through a different intermediary than Fine Art Investing Platform E.  In May 2024, 

the DPFI issued a desist and refrain order finding, among other things, that at least 

146 investors had purchased at least $5,688,390.23 of limited liability company 

membership interests in Hedonova Fund.  

40. In or around Fall 2023, Hedonova Fund revised its website to delete 

references to Fine Art Investing Platform E and Big Four Accounting Firm A.   

41. On September 29, 2023 Hedonova Advisors registered as an Investment 

Adviser with the SEC by filing a Form ADV.  On March 29, 2024, Hedonova 

Case 2:24-cv-05293   Document 1   Filed 06/24/24   Page 8 of 19   Page ID #:8



 

COMPLAINT 9  
 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

 

Advisors filed an updated Form ADV.  The Forms ADV for Hedonova Advisors list 

the Hedonova.io website as one of the website addresses where Hedonova Advisors 

“control[s] the content.”    

42. Both the 2023 and 2024 Forms ADV state that certain books and records 

of Hedonova Advisors are kept at the London office of a Big Four accounting firm 

(“Big Four Accounting Form O”).  However, representatives of Big Four Accounting 

Firm O have been unable to locate any information showing a relationship with 

Hedonova Advisors in their internal conflicts database.   

43. None of the Fund’s known accounts with financial institutions reflect the 

amount of activity claimed in Hedonova Advisors’ 2023 or 2024 Forms ADV.   

44. Hedonova Advisors’ 2023 Form ADV reported that Hedonova Fund’s  

gross asset value was $704,000,000.  

45. On March 29, 2024, Hedonova Advisors filed an updated Form ADV 

reporting that Hedonova Fund’s gross asset value was $823,806,897.  

46. On or around March 25, 2024, Hedonova Fund produced to the SEC an 

undated document purporting to be a portfolio allocation schedule. The schedule 

reported holdings with market values totaling only $79,304,244.  

47. During the SEC’s investigation, Defendants provided the SEC with what 

purported to be a list of investors in the Fund.  The list included only approximately 

85 investors.  The purported aggregate investment amount for the 85 investors was 

only $1,710,778.  

48. The records of the Fund’s known financial accounts reflect no transfers 

to Fine Art Investing Platform E or to Litigation Investing Platform F.  Nor do the 

records of the Fund’s accounts reflect payments for services rendered by Big Four 

Accounting Firm A or Big Four Accounting Firm O. 

49. The identity of the people who control Hedonova Fund and Hedonova 

Advisors is unclear.  The LinkedIn profiles for Bannerjee and for a person identified 

as Hedonova Fund’s Chief Technology Officer as of October 2022 appear to use 

Case 2:24-cv-05293   Document 1   Filed 06/24/24   Page 9 of 19   Page ID #:9



 

COMPLAINT 10  
 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

 

stock photographs.  The photo for Bannerjee appears on a stock photography website, 

and the photo for the Chief Technology Officer appears under a different name on a 

blog post by an employee at a major consulting firm.  

50. As of November 1, 2023, Hedonova Fund’s website claimed 

relationships with several reputable accounting firms and banks.  The website listed 

Accounting Firm G as the Fund’s auditor and explained that “Auditors ensure we 

follow the best accounting practices, standards, and protocols.  They also review our 

valuation methods and how they are implemented.”   

51. As of the same date, Hedonova Fund’s website listed two international 

banks, International Bank C and International Bank H, as “Bankers” and the Chicago-

based Financial Services Firm B as “Custodian,” including images of the logos of 

both international banks and the Chicago-based financial services firm.  The website 

stated that “Hedonova is in charge of all investment decisions.  However the fund’s 

assets are held by custodians who act in the best interest of the investors.” 

52. The 2023 and 2024 Hedonova Advisors Forms ADV made similar 

claims.  The Forms ADV list a purported affiliate of Chicago-based Financial 

Services Firm B located in Dublin, Ireland, as the custodian of funds.   

53. The 2023 and 2024 Hedonova Advisors Forms ADV further identified a 

specific affiliate of Big Four Accounting Firm A, Accounting Firm J, as Hedonova 

Fund’s auditor and provided a London address for the Accounting Firm J.   

54. These representations are all false.  Each of the several professional 

services firms named in paragraphs 50 through 53 above has informed the SEC that it 

has no record of Hedonova Fund or Hedonova Advisors ever having been a client.   

55. Chicago-based Financial Services Firm B also informed the SEC staff 

that the purported affiliate of Financial Services Firm B supposedly located in 

Dublin, Ireland does not exist.   

56. International Bank C and International Bank H, identified on Hedonova 

Fund’s website, maintain controls around the use of their corporate names and logos.  

Case 2:24-cv-05293   Document 1   Filed 06/24/24   Page 10 of 19   Page ID #:10



 

COMPLAINT 11  
 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

 

Both international banks searched their brand control records and determined that 

Hedonova Fund’s use of the banks’ names and logos is unauthorized. 

57. Sometime between February 8, 2024 and March 1, 2024, Hedonova 

Fund removed the reference to Chicago-based Financial Services Firm B as 

“Custodian” from its website and added a reference to Global Hedge Fund 

Administrator K as Hedonova Fund’s “Administrator,” including a copy of Global 

Hedge Fund Administrator K’s logo.   

58. But this new representation is false too.  Global Hedge Fund 

Administrator K does not currently provide, and has not in the past provided, services 

to Hedonova Fund.  Nor did it authorize Hedonova Fund to use its name and logo on 

the Hedonova.io website.  

59. Investors considered Hedonova Fund’s representations about the Fund’s 

investment portfolio and performance before making investment decisions.  They 

believed that Hedonova Fund’s portfolio of alternative asset investments offered them 

exposure to asset classes that were not readily available to them in other funds.  

Investors’ decisions to invest were influenced by the disclosures on Hedonova Fund’s 

website about the Fund’s rate of return compared to that of the S&P 500.   

60. To convince investors their investments in Hedonova Fund were 

profitable and safe, Hedonova Advisors sends investors monthly “quantitative 

reports” touting Hedonova Fund’s purported strong performance.  Hedonova 

Advisors sent at least one investor a quantitative report as recently as May 1, 2024, 

purporting to address the performance of Hedonova Fund in April 2024.  

61. On information and belief, Cavendish, Kumar, and Bannerjee, together 

with other persons associated with Hedonova Fund and Hedonova Advisors 

knowingly made and disseminated the false and misleading statements described 

above or recklessly allowed those false and misleading statements to be disseminated. 

C. Defendants Received Approximately $12.5 Million 

62. From on or about November 2021 through at least October 2023, 

Case 2:24-cv-05293   Document 1   Filed 06/24/24   Page 11 of 19   Page ID #:11



 

COMPLAINT 12  
 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

 

accounts in the name of Hedonova Fund received approximately $12.5 million in 

deposits.   

63. Of the $12.5 million, approximately $1.6 million was deposited into the 

Hedonova Fund account at Regional Bank D prior to the time that Hedonova 

Advisors was formed.  

64. From approximately April 2022 to October 2023, investors sent funds to 

Hedonova Fund through an account held at Payment Processor L.  

65. In addition to Regional Bank D and Payment Processor L, at various 

times Hedonova Fund also used bank ACH transfers, credit card payments, a money 

transfer service, Money Transfer Service M, and another regional bank, Regional 

Bank N, to receive investor funds. 

66. A client list produced by Hedonova contained the names of 

approximately 85 investors with a purported aggregate investment amount totaling 

$1,710,778.  Hedonova Fund’s financial records revealed that Hedonova received 

$1,265,114 from investors on its client list and sent $1,314,250 to this group of 

investors. 

67. The SEC has identified additional deposits of $2,536,669 into Hedonova 

Fund accounts bearing notations that they were investments in Hedonova Fund.  Of 

these deposits, $633,566 came from parties who were not included on the investor list 

described in paragraph 66 above.   

68. The SEC has not identified payments to or from Fine Art Investing 

Platform E, Litigation Investing Platform F, Accounting Firm J, Big Four Accounting 

Firm O, Financial Services Firm B, International Bank H, Global Hedge Fund 

Administrator K, or Accounting Firm G in the bank and other financial institution 

records for Hedonova Fund or Hedonova Advisors.  

II. Defendants Failed to Produce Evidence Corroborating 

Their Representations 

69. The SEC issued a subpoena for documents to Hedonova Fund on 

Case 2:24-cv-05293   Document 1   Filed 06/24/24   Page 12 of 19   Page ID #:12



 

COMPLAINT 13  
 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

 

September 28, 2023 seeking to substantiate the Fund’s purported investment activity 

and the relationships it claimed to have with the several financial institutions and 

professional firms discussed above.  

70. Hedonova Fund’s production in response to the September 28, 2023 

subpoena was incomplete.  The Fund has not produced copies of its audited or 

unaudited financial statements for any period covered by the SEC’s subpoena.  The 

Fund did identify accounts at four banks (one of which is affiliated with Money 

Transfer Service M and one of which is affiliated with Regional Bank N), but the 

Fund failed to provide any documentation substantiating relationships with 

International Bank C, International Bank H, or Chicago-based Financial Services 

Firm B.  Nor did the Fund produce engagement letters, service contracts, or other 

documentation establishing current or former relationships with Accounting Firm G 

or the U.S. affiliate of Big Four Accounting Firm A.  As discussed above, the SEC 

has been informed by the financial institutions and accounting firms that they have 

not located any evidence showing a relationship with Hedonova Fund.       

71. The Fund also failed to produce documents proving its current holdings 

in the various alternative asset classes identified on its website.  Instead, Hedonova 

Fund produced a few documents including reports concerning the provenance and 

condition of several fine art paintings, miscellaneous documents from the 

Governments of India and Nepal, and pictures of what appear to be real estate parcels 

in Nepal.  However, Hedonova Fund produced no documentation proving that it 

owned these assets, or any other assets beyond accounts at the four financial 

institutions discussed above. 

72. The SEC issued another subpoena to Hedonova Fund on April 4, 2024 

requiring the production of additional documents, including documents relating to 

social media posts concerning Hedonova Fund’s purported investments and portfolio 

transactions, and awards received by Hedonova Fund or Hedonova Advisors.  

Hedonova Fund has not produced any documents responsive to the April 4, 2024 

Case 2:24-cv-05293   Document 1   Filed 06/24/24   Page 13 of 19   Page ID #:13



 

COMPLAINT 14  
 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

 

subpoena.   

73. The SEC issued a subpoena to Hedonova Advisors on May 2, 2024 

requesting the production of certain documents that registered investment advisers are 

required by law to keep in an easily accessible place, including journals, ledgers, 

records of purchases and sales of securities, checkbooks, bank statements, audited 

financial statements, and client agreements.  Hedonova Advisors has not produced 

any documents to the SEC in response to the May 2, 2024 subpoena. 

74. When the SEC subpoenaed Cavendish, Kumar, and Bannerjee for 

investigative testimony, they declined to appear in the United States.  Instead, they  

proposed to testify remotely.  Bannerjee and Cavendish proposed testifying from 

jurisdictions where such testimony would be prohibited by local law.  Kumar 

proposed to testify from a location where compelled testimony is not permitted, and 

voluntary testimony requires obtaining prior permission of the foreign government.  

Accordingly, the SEC has not taken the testimony of Bannerjee, Kumar, or 

Cavendish. 

FIRST CLAIM FOR RELIEF 

Fraud in the Connection with the Purchase and Sale of Securities 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5 

(Against Defendants Hedonova Fund and Hedonova Advisors) 

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

74 above. 

76. As alleged above, Defendants Hedonova Fund and Hedonova Advisors 

sold securities, in the form of investments in Defendant Hedonova Fund, by means of 

materially false and misleading statements about the business of Defendant Hedonova 

Fund and the potential risks and rewards of investing in Defendant Hedonova Fund. 

77. By engaging in the conduct described above, Defendants Hedonova 

Fund and Hedonova Advisors, and each of them, directly or indirectly, in connection 

with the purchase or sale of a security, by the use of means or instrumentalities of 

Case 2:24-cv-05293   Document 1   Filed 06/24/24   Page 14 of 19   Page ID #:14



 

COMPLAINT 15  
 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

 

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

exchange:  (a) employed devices, schemes, or artifices to defraud; (b) made untrue 

statements of a material fact or omitted to state a material fact necessary in order to 

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

made, not misleading; and (c) engaged in acts, practices, or courses of business which 

operated or would operate as a fraud or deceit upon other persons. 

78. Defendants Hedonova Fund and Hedonova Advisors, and each of them, 

acted knowingly and/or recklessly.   

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

Fund and Hedonova Advisors violated, and unless restrained and enjoined will 

continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 

10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

SECOND CLAIM FOR RELIEF 

Fraud in the Offer or Sale of Securities 

Violations of Section 17(a) of the Securities Act 

(Against Defendants Hedonova Fund and Hedonova Advisors) 

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

74 above. 

81. As alleged above, Defendants Hedonova Fund and Hedonova Advisors 

offered and sold securities, in the form of investments in Defendants Hedonova Fund, 

by means of materially false and misleading statements about the business of 

Defendant Hedonova Fund and the potential risks and rewards of investing in 

Defendant Hedonova Fund. 

82. By engaging in the conduct described above, Defendants Hedonova 

Fund and Hedonova Advisors, in the offer and sale of securities, by the use of the 

means and instruments of transportation or communication in interstate commerce or 

by use of the mails, directly or indirectly, have employed devices, schemes and 

artifices to defraud; obtained money and property by means of untrue statements of 

Case 2:24-cv-05293   Document 1   Filed 06/24/24   Page 15 of 19   Page ID #:15



 

COMPLAINT 16  
 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

 

material facts and omissions to state material facts necessary in order to make the 

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

misleading; and engaged in transactions, practices, and courses of business which 

operated or would operate as a fraud or deceit upon the purchasers of such securities.  

83. Defendants Hedonova Fund and Hedonova Advisors acted knowingly, 

recklessly, and/or negligently, in engaging in the conduct described above.  

84. By engaging in the conduct described above, Defendants Hedonova 

Fund and Hedonova Advisors violated, and unless restrained and enjoined will 

continue to violate, Sections 17(a) of the Securities Act [15 U.S.C. § 77q(a)]. 

THIRD CLAIM FOR RELIEF 

Fraud by an Investment Adviser 

Violations of Section 206(4) of the Advisers Act and Rule 206(4)-8 

(Against Defendant Hedonova Advisors) 

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

74 above. 

86. As alleged above, Defendant Hedonova Advisors is an investment 

adviser to a pooled investment vehicle, Defendant Hedonova Fund.  Defendant 

Hedonova Advisors therefore owed a fiduciary duty to Defendant Hedonova Fund.  

Defendant Hedonova Advisors breached its fiduciary duty by recommending the sale 

of securities, in the form of investments in Defendant Hedonova Fund, by means of 

materially false and misleading statements about the business of Defendant Hedonova 

Fund and the potential risks and rewards of investing in Defendant Hedonova Fund.   

87. By engaging in the conduct described above, Defendant Hedonova 

Advisors, directly or indirectly, by use of the mails or means and instrumentalities of 

interstate commerce, while serving as an investment adviser to a pooled investment 

vehicle: (a) made untrue statements of material fact and omitted to state material facts 

necessary to make the statements made not misleading to investors and prospective 

investors in the pooled vehicles; and (b) engaged in fraudulent, deceptive, and 

Case 2:24-cv-05293   Document 1   Filed 06/24/24   Page 16 of 19   Page ID #:16



 

COMPLAINT 17  
 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

 

manipulative conduct with respect to investors and prospective investors in a pooled 

vehicle. 

88. By engaging in the conduct described above, Defendant Hedonova 

Advisors has violated, and unless restrained and enjoined, is reasonably likely to 

continue to violate, Sections 206(4) [15 U.S.C. §§ 80b-6(4)] of the Advisers Act and 

Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8]. 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court: 

I. 

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

alleged violations. 

II. 

Issue a judgment, in a form consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently enjoining Defendant Hedonova Fund, and its 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 Section 17(a) of the Securities 

Act [15 U.S.C. § 77q(a)] and Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] 

and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

III. 

Issue a judgment, in a form consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently enjoining Defendant Hedonova Advisors, and its 

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 Section 17(a) of 

the Securities Act [15 U.S.C. § 77q(a)], Section 10(b) of the Exchange Act [15 

U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and Section 

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

Case 2:24-cv-05293   Document 1   Filed 06/24/24   Page 17 of 19   Page ID #:17



 

COMPLAINT 18  
 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

 

C.F.R. § 275.206(4)-8]. 

IV. 

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

Civil Procedure, permanently enjoining Defendants Hedonova Fund and Hedonova 

Advisors, and their 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 (1) 

participating in the issuance, purchase, offer, or sale of securities; (2) requiring 

Hedonova Fund to remove all pages of its website from all hosting services it uses or 

has used and in its place post a copy of the Commission’s complaint; and (3) 

requiring Hedonova Advisors to submit a new form ADV to the Commission within 

24 hours correcting any false or misleading statements. 

V. 

Order Defendants to disgorge all funds received from their illegal conduct, 

together with prejudgment interest thereon under Sections 21(d)(3), 21(d)(5), and 

21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]. 

VI. 

Order Defendant Hedonova Advisors to pay civil penalties under Section 20(d) 

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

U.S.C. § 78u(d)(3)], and Section 209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)]. 

VII. 

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. 

VIII. 

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

necessary. 

Case 2:24-cv-05293   Document 1   Filed 06/24/24   Page 18 of 19   Page ID #:18



 

COMPLAINT 19  
 

1 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

12 

13 

14 

15 

16 

17 

18 

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

 

JURY DEMAND 

Pursuant to Rule 38 of the Federal Rules of Civil Procedure, Plaintiff SEC 

demands a trial by jury on all claims so triable. 

Dated:  June 24, 2024  
 /s/ Alec Johnson 

Alec Johnson 
Attorney for Plaintiff 
Securities and Exchange Commission 
 

 
 

Case 2:24-cv-05293   Document 1   Filed 06/24/24   Page 19 of 19   Page ID #:19



Complaints and Other Initiating Documents
2:24-cv-05293 United States Securities and Exchange Commission v. Hedonova LLC et al

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

Notice of Electronic Filing

The following transaction was entered by Johnson, Alec on 6/24/2024 at 12:09 PM PDT and filed on 6/24/2024
Case Name: United States Securities and Exchange Commission v. Hedonova LLC et al
Case Number: 2:24-cv-05293
Filer: United States Securities and Exchange Commission
Document Number:1

Docket Text:
COMPLAINT No Fee Required - US Government, filed by Plaintiff United States Securities and
Exchange Commission. (Attorney Alec Johnson added to party United States Securities and
Exchange Commission(pty:pla))(Johnson, Alec)

2:24-cv-05293 Notice has been electronically mailed to:

Alec Johnson     [email protected], [email protected], [email protected]

2:24-cv-05293 Notice has been delivered by First Class U. S. Mail or by other means BY THE FILER to :

The following document(s) are associated with this transaction:

Document description:Main Document
Original filename:C:\fakepath\2024-06-24 Complaint (for filing).pdf
Electronic document Stamp:
[STAMP cacdStamp_ID=1020290914 [Date=6/24/2024] [FileNumber=38161607-0
] [39a2aa58a2b718c8437008374d4e00689568eaeddf2dbd61605bb7a94110ff4d5f7
7e7bf3e0464a3a5079d553ec47127a2a7cc0c6b042c0ad1d7375a0c083480]]

6/24/24, 2:10 PM CM/ECF - California Central District

https://ecf.cacd.uscourts.gov/cgi-bin/Dispatch.pl?107831651045423 1/1

https://ecf.cacd.uscourts.gov/cgi-bin/DktRpt.pl?931015
https://ecf.cacd.uscourts.gov/cgi-bin/DktRpt.pl?931015
https://ecf.cacd.uscourts.gov/doc1/031142688196?caseid=931015&de_seq_num=4&magic_num=MAGIC

	I. Defendants’ Offer and Sale of Securities by Means of False and Misleading Statements.