SEC v. Consensys Software Inc., No. LR-26039, Eastern District of New York (July 1, 2024) — Press Release

U.S. SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 26039 / July 1, 2024 Securities and Exchange Commission v. Consensys Software Inc., No. 24-civ-04578 (E.D.N.Y. June 28, 2024) SEC Charges Consensys Software for Unregistered Offers and Sales of Securities through its MetaMask Staking Service. Company also Charged for Operating as an Unregistered Broker The Securities and Exchange Commission charged Consensys Software Inc. with engaging in the unregistered offer and sale of securities through a service it calls MetaMask Staking and with operating as an unregistered broker through MetaMask Staking and another service it calls MetaMask Swaps. According to the SEC's complaint, since at least January 2023, Consensys has offered and sold tens of thousands of unregistered securities on behalf of liquid staking program providers Lido and Rocket Pool, who create and issue liquid staking tokens (called stETH and rETH) in exchange for staked assets. While staked tokens are generally locked up and cannot be traded or used while they are staked, liquid staking tokens, as the name implies, can be bought and sold freely. Investors in these staking programs provided funds to Lido and Rocket Pool in exchange for the liquid tokens. The SEC's complaint alleges that Consensys engages in the unregistered offer and sale of securities by participating in the distribution of the staking programs and operates as an unregistered broker with respect to these transactions. The SEC further alleges that, since at least October 2020, Consensys has brokered transactions in crypto asset securities by, for example, soliciting investors to trade crypto asset securities, providing pricing and other investment information regarding crypto asset securities, purporting to provide investors with the "best" quote, accepting and routing customer orders, facilitating order execution, handling customer assets, and receiving transaction-based compensation. The SEC's complaint, filed in federal district court in the Eastern District of New York, charges Consensys with violating the registration provisions of Sections 5(a) and 5(c) of the Securities Act of 1933 and Section 15(a) of the Securities Exchange Act of 1934 and seeks injunctive relief and penalties. The SEC's ongoing investigation is being conducted by Daphna Waxman, Amy Mayer, and Abigail Cooper and supervised by Mark R. Sylvester, Kristin Pauley, and Jorge G. Tenreiro, all of the SEC's Crypto Assets and Cyber Unit. The SEC's litigation will be led by Samuel Wasserman under the supervision of Jack Kaufman and Mr. Tenreiro. SEC Complaint

U.S. SECURITIES AND EXCHANGE COMMISSION Litigation Release No. 26039 / July 1, 2024 Securities and Exchange Commission v. Consensys Software Inc., No. 24-civ-04578 (E.D.N.Y. June 28, 2024) SEC Charges Consensys Software for Unregistered Offers and Sales of Securities through its MetaMask Staking Service. Company also Charged for Operating as an Unregistered Broker The Securities and Exchange Commission charged Consensys Software Inc. with engaging in the unregistered offer and sale of securities through a service it calls MetaMask Staking and with operating as an unregistered broker through MetaMask Staking and another service it calls MetaMask Swaps. According to the SEC's complaint, since at least January 2023, Consensys has offered and sold tens of thousands of unregistered securities on behalf of liquid staking program providers Lido and Rocket Pool, who create and issue liquid staking tokens (called stETH and rETH) in exchange for staked assets. While staked tokens are generally locked up and cannot be traded or used while they are staked, liquid staking tokens, as the name implies, can be bought and sold freely. Investors in these staking programs provided funds to Lido and Rocket Pool in exchange for the liquid tokens. The SEC's complaint alleges that Consensys engages in the unregistered offer and sale of securities by participating in the distribution of the staking programs and operates as an unregistered broker with respect to these transactions. The SEC further alleges that, since at least October 2020, Consensys has brokered transactions in crypto asset securities by, for example, soliciting investors to trade crypto asset securities, providing pricing and other investment information regarding crypto asset securities, purporting to provide investors with the "best" quote, accepting and routing customer orders, facilitating order execution, handling customer assets, and receiving transaction-based compensation. The SEC's complaint, filed in federal district court in the Eastern District of New York, charges Consensys with violating the registration provisions of Sections 5(a) and 5(c) of the Securities Act of 1933 and Section 15(a) of the Securities Exchange Act of 1934 and seeks injunctive relief and penalties. The SEC's ongoing investigation is being conducted by Daphna Waxman, Amy Mayer, and Abigail Cooper and supervised by Mark R. Sylvester, Kristin Pauley, and Jorge G. Tenreiro, all of the SEC's Crypto Assets and Cyber Unit. The SEC's litigation will be led by Samuel Wasserman under the supervision of Jack Kaufman and Mr. Tenreiro. SEC Complaint