2026-03-05 sec-litreleases judgment 1533 KB 18,659 chars

SEC v. JUSTIN SUN; TRON FOUNDATION LIMITED; BITTORRENT FOUNDATION LTD.; and RAINBERRY, INC., No. 1:23-cv-02433, Southern District of New York (Mar. 5, 2026) — Judgment

raw: SEC v. JUSTIN SUN

SEC v. JUSTIN SUN, No. 1:23-cv-02433 (Mar. 5, 2026)

Caption: Securities and Exchange Commission v. Sun

Enriched metadata

Scheme: market-manipulation (95%)
Court: Southern District of New York
Case No.: 1:23-cv-02433
Outcome: settled
Civil penalty: $10,000,000

Classified market-manipulation(confidence 95%). EDGAR detection: forms SC 13D/G/13F· recall 53% / precision 9%. detection rule →

Extracted insights

Dollar amounts 1

$10.00M $ 10 million $10M–$100M

Entities 5

organization Bittorrent Foundation Ltd
person Justin Sun
organization Rainberry Inc
agency Securities and Exchange Commission
organization Tron Foundation Limited

Triples 6

Securities And Exchange Commission filed Complaint
Defendants entered general appearance
Rainberry is restrained and enjoined from violating Section 17(a)(3) Of The Securities Act
Rainberry shall pay civil penalty of $10 million to the Securities And Exchange Commission
Rainberry shall make payment within 30 days after entry of this Final Judgment
Rainberry may transmit payment electronically to the Commission

PDF

SEC v. JUSTIN SUN · Source

Text layers

Extracted body text (18,659c)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

vs.
JUSTIN SUN, et al.,

Defendants.

Case No. 1:23-cv-2433 (ER)

[PROPOSED] FINAL JUDGMENT AS TO

DEFENDANTS JUSTIN SUN, TRON FOUNDATION LIMITED, BITTORRENT
FOUNDATION LTD., AND RAINBERRY, INC.

The Securities and Exchange Commission having filed a Complaint and Defendants

Justin Sun (“Sun”), Tron Foundation Limited (“Tron Foundation”), Bittorrent Foundation Ltd.

(“BitTorrent Foundation”), and Rainberry, Inc. (“Rainberry”) (collectively, “Defendants”)

having entered a general appearance; consented to the Court’s jurisdiction over Rainberry, over

the subject matter of this action, and solely for the purposes of this Consent and in this action

only, over Sun, Tron Foundation, and BitTorrent Foundation; consented to entry of this Final

Judgment without admitting or denying the allegations of the Complaint as to Rainberry with

respect to the settled claim; waived findings of fact and conclusions of law; and waived any right

to appeal from this Final Judgment:

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that Rainberry is

permanently restrained and enjoined from violating Section 17(a)(3) of the Securities Act of

1933 (the “Securities Act”) [15 U.S.C. § 77q(a)(3)] in the offer or sale of any security by the use

of any means or instruments of transportation or communication in interstate commerce or by

use of the mails, directly or indirectly to engage in any transaction, practice, or course of

business which operates or would operate as a fraud or deceit upon the purchaser by, directly or

indirectly, creating a false appearance or otherwise deceiving any person about the price or

trading market for any security.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that, as provided in

Federal Rule of Civil Procedure 65(d)(2), the foregoing paragraph also binds the following who

receive actual notice of this Final Judgment by personal service or otherwise: (a) Rainberry’s

officers, agents, servants, employees, and attorneys; and (b) other persons in active concert or

participation with Rainberry or with anyone described in (a).

II.

IT IS HEREBY FURTHER ORDERED, ADJUDGED, AND DECREED that Rainberry

shall pay a civil penalty in the amount of $ 10 million to the Securities and Exchange

Commission pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)]. Rainberry

shall make this payment within 30 days after entry of this Final Judgment.

Rainberry may transmit payment electronically to the Commission, which will provide

detailed ACH transfer/Fedwire instructions upon request. Payment may also be made directly

from a bank account via Pay.gov through the SEC website at

http://www.sec.gov/about/offices/ofm.htm. Rainberry may also pay by certified check, bank

cashier’s check, or United States postal money order payable to the Securities and Exchange

Commission, which shall be delivered or mailed to

Enterprise Services Center
Accounts Receivable Branch
6500 South MacArthur Boulevard
Oklahoma City, OK 73169

and shall be accompanied by a letter identifying the case title, civil action number, and name of

http://www.sec.gov/about/offices/ofm.htm

this Court; Rainberry, Inc. as a defendant in this action; and specifying that payment is made

pursuant to this Final Judgment.

Rainberry shall simultaneously transmit photocopies of evidence of payment and case

identifying information to the Commission’s counsel in this action. By making this payment,

Rainberry relinquishes all legal and equitable right, title, and interest in such funds and no part of

the funds shall be returned to Rainberry.

The Commission may enforce the Court’s judgment for penalties by the use of all

collection procedures authorized by law, including the Federal Debt Collection Procedures Act,

28 U.S.C. § 3001 et seq., and moving for civil contempt for the violation of any Court orders

issued in this action. Rainberry shall pay post judgment interest on any amounts due after 30

days of the entry of this Final Judgment pursuant to 28 U.S.C. § 1961. The Commission shall

hold the funds, together with any interest and income earned thereon (collectively, the “Fund”),

pending further order of the Court.

The Commission may propose a plan to distribute the Fund subject to the Court’s

approval. Such a plan may provide that the Fund shall be distributed pursuant to the Fair Fund

provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002. The Court shall retain

jurisdiction over the administration of any distribution of the Fund and the Fund may only be

disbursed pursuant to an Order of the Court.

Regardless of whether any such Fair Fund distribution is made, amounts ordered to be

paid as civil penalties pursuant to this Judgment shall be treated as penalties paid to the

government for all purposes, including all tax purposes. Rainberry shall not argue that it is

entitled to, nor shall it benefit by, offset or reduction of any award of compensatory damages in

any Related Investor Action by the amount of any part of Rainberry’s payment of a civil penalty

in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a

Penalty Offset, Rainberry shall, within 30 days after entry of a final order granting the Penalty

Offset, notify the Commission’s counsel in this action and pay the amount of the Penalty Offset

to the United States Treasury or to a Fair Fund, as the Commission directs. Such a payment shall

not be deemed an additional civil penalty and shall not be deemed to change the amount of the

civil penalty imposed in this Judgment. For purposes of this paragraph, a “Related Investor

Action” means a private damages action brought against Rainberry by or on behalf of one or

more investors based on substantially the same facts as alleged in the Complaint in this action.

III.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Consent is

incorporated herein with the same force and effect as if fully set forth herein, and that

Defendants shall comply with all of the undertakings and agreements set forth therein.

IV.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that the Commission’s

claims against Rainberry brought pursuant to Sections 5(a) and (c), 17(a)(1), and 17(b) of the

Securities Act and Sections 9(a)(1), 9(a)(2), and 10(b) of the Exchange Act of 1934 and Rule

10b-5 thereunder, and all of its claims against Sun, Tron Foundation, and BitTorrent Foundation

are DISMISSED WITH PREJUDICE, without costs or fees.

IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that this Court shall retain

jurisdiction of this matter for the purposes of enforcing the terms of this Final Judgment.

Dated: ______________, 2026 ____________________________________
UNITED STATES DISTRICT JUDGE

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,
No. 1:23-cv-02433-ER

JUSTIN SUN, TRON FOUNDATION LIMITED,
BITTORRENT FOUNDATION LTD.,
RAINBERRY, INC., AUSTIN MAHONE, and
DEANDRE CORTEZ WAY,

Defendants.

CONSENT OF DEFENDANTS JUSTIN SUN, TRON FOUNDATION LIMITED,
BITTORRENT FOUNDATION LTD., AND RAINBERRY, INC.

1. Plaintiff Securities and Exchange Commission and Defendants Justin Sun

(“Sun”), Tron Foundation Limited (“Tron Foundation”), BitTorrent Foundation Ltd. (“BitTorrent

Foundation”), and Rainberry, Inc. (“Rainberry”) (collectively, “Defendants”) seek to achieve a

global resolution in this litigation as to Defendants by settling certain of the Commission’s

claims against Rainberry, dismissing the Commission’s remaining claims against Rainberry, and

dismissing all claims against Defendants Sun, Tron Foundation, and BitTorrent Foundation.

2. Defendants acknowledge having been served with the complaint in this action,

enter a general appearance, and admit the Court’s jurisdiction over Rainberry and over the

subject matter of this action. Solely for the purposes of this Consent and in this action only,

Defendants admit the Court’s jurisdiction over Sun, Tron Foundation, and BitTorrent

Foundation.

3. Without admitting or denying the allegations of the complaint as to Rainberry,

Defendants hereby consent to the entry of the Final Judgment in the form attached hereto (the

“Final Judgment”) and incorporated by reference herein, which, among other things:

(a) permanently restrains and enjoins Rainberry from violating Section

17(a)(3) of the Securities Act of 1933 (the “Securities Act”) [15 U.S.C.

§ 77q(a)(3)] in the offer or sale of any security by the use of any means or

instruments of transportation or communication in interstate commerce or

by use of the mails, directly or indirectly, to engage in any transaction,

practice, or course of business which operates or would operate as a fraud

or deceit upon the purchaser by, directly or indirectly, creating a false

appearance or otherwise deceiving any person about the price or trading

market for any security;

(b) orders Rainberry to pay a civil penalty in the amount of $ 10 million under

Securities Act Section 20(d)(1); and

Defendants Sun, Tron Foundation, and BitTorrent Foundation, and all

remaining claims against Rainberry pending in this action.

4. Rainberry acknowledges that the civil penalty paid pursuant to the Final Judgment

may be distributed pursuant to the Fair Fund provisions of Section 308(a) of the Sarbanes-Oxley

Act of 2002. Regardless of whether any such Fair Fund distribution is made, the civil penalty

shall be treated as a penalty paid to the government for all purposes, including all tax purposes.

Rainberry agrees that Rainberry shall not argue that it is entitled to, nor shall it benefit by, offset

or reduction of any award of compensatory damages in any Related Investor Action by the

amount of any part of Rainberry’s payment of a civil penalty in this action (“Penalty Offset”). If

the court in any Related Investor Action grants such a Penalty Offset, Rainberry agrees that

Rainberry shall, within 30 days after entry of a final order granting the Penalty Offset, notify the

Commission’s counsel in this action and pay the amount of the Penalty Offset to the United

States Treasury or to a Fair Fund, as the Commission directs. Such a payment shall not be

deemed an additional civil penalty and shall not be deemed to change the amount of the civil

penalty imposed in this action. For purposes of this paragraph, a “Related Investor Action”

means a private damages action brought against Rainberry by or on behalf of one or more

investors based on substantially the same facts as alleged in the Complaint in this action.

5 Rainberry agrees that Rainberry shall not seek or accept, directly or indirectly,

reimbursement or indemnification from any source, including but not limited to payment made

pursuant to any insurance policy, with regard to any civil penalty amounts that Rainberry pays

pursuant to the Final Judgment, regardless of whether such penalty amounts or any part thereof

are added to a distribution fund or otherwise used for the benefit of investors. Rainberry further

agrees that it shall not claim, assert, or apply for a tax deduction or tax credit with regard to any

federal, state, or local tax for any penalty amounts that Rainberry pays pursuant to the Final

Judgment, regardless of whether such penalty amounts or any part thereof are added to a

distribution fund or otherwise used for the benefit of investors.

6. Rainberry waives the entry of findings of fact and conclusions of law pursuant to

Rule 52 of the Federal Rules of Civil Procedure.

7. Rainberry waives the right, if any, to a jury trial and to appeal from the entry of

the Final Judgment.

8. Defendants enter into this Consent voluntarily and represent that no threats,

offers, promises, or inducements of any kind have been made by the Commission or any

member, officer, employee, agent, or representative of the Commission to induce Defendants to

enter into this Consent.

9. Defendants agree that this Consent shall be incorporated into the Final Judgment

with the same force and effect as if fully set forth therein.

10. Defendants will not oppose the enforcement of the Final Judgment on the ground,

if any exists, that it fails to comply with Rule 65(d) of the Federal Rules of Civil Procedure, and

hereby waives any objection based thereon.

11. Defendants waive service of the Final Judgment and agree that entry of the Final

Judgment by the Court and filing with the Clerk of the Court will constitute notice to Defendants

of its terms and conditions. Defendants further agree to provide counsel for the Commission,

within thirty days after the Final Judgment is filed with the Clerk of the Court, with an affidavit

or declaration stating that Defendants have received and read a copy of the Final Judgment.

12. Consistent with 17 C.F.R. 202.5(f), this Consent resolves only the claims asserted

against Defendants in this civil proceeding. Defendants acknowledge that no promise or

representation has been made by the Commission or any member, officer, employee, agent, or

representative of the Commission with regard to any criminal liability that may have arisen or

may arise from the facts underlying this action or immunity from any such criminal liability.

Defendants waive any claim of Double Jeopardy based upon the settlement of this proceeding,

including the imposition of any remedy or civil penalty herein. Rainberry further acknowledges

that the Court’s entry of a permanent injunction may have collateral consequences under federal

or state law and the rules and regulations of self-regulatory organizations, licensing boards, and

other regulatory organizations. Such collateral consequences include, but are not limited to, a

statutory disqualification with respect to membership or participation in, or association with a

member of, a self-regulatory organization. This statutory disqualification has consequences that

are separate from any sanction imposed in an administrative proceeding. In addition, in any

disciplinary proceeding before the Commission based on the entry of the injunction in this

action, Rainberry understands that it shall not be permitted to contest the factual allegations of

the complaint in this action.

13. Defendants understand and agree to comply with the terms of 17 C.F.R.

§ 202.5(e), which provides in part that it is the Commission’s policy “not to permit a defendant

or respondent to consent to a judgment or order that imposes a sanction while denying the

allegations in the complaint or order for proceedings,” and “a refusal to admit the allegations is

equivalent to a denial, unless the defendant or respondent states that he neither admits nor denies

the allegations.” As part of Defendants’ agreement to comply with the terms of Section 202.5(e),

Defendants: (i) will not take any action or make or permit to be made any public statement

denying, directly or indirectly, any allegation in the complaint as to Rainberry or creating the

impression that the complaint is without factual basis as to Rainberry with respect to the settled

claim; (ii) will not make or permit to be made any public statement to the effect that Rainberry

does not admit the allegations of the complaint, or that this Consent contains no admission of the

allegations as to Rainberry, without also stating that Defendants do not deny the allegations as to

Rainberry with respect to the settled claim; and (iii) upon the filing of this Consent, Defendants

hereby withdraw any papers filed in this action to the extent that they deny any allegation in the

complaint as to Rainberry with respect to the settled claim. If Defendants breach this agreement,

the Commission may petition the Court to vacate the Final Judgment and restore this action to its

active docket. Nothing in this paragraph affects Defendants’: (i) testimonial obligations; or (ii)

right to take legal or factual positions in litigation or other legal proceedings in which the

Commission is not a party.

14. Defendants hereby waive any rights under the Equal Access to Justice Act, the

Small Business Regulatory Enforcement Fairness Act of 1996, or any other provision of law to

seek from the United States, or any agency, or any official of the United States acting in his or

her official capacity, directly or indirectly, reimbursement of attorney ' s fees or other fees ,

expenses, or costs expended by Defendants to defend against this action. Defendants also waive

any and all claims, demands, rights, and causes of action of every kind and nature, asserted or

unasserted, against the Commission and its present and former officers or employees that arise

from or in any way relate to this action, including but not limited to investigative steps taken

prior to commencing this action. For these purposes, Defendants agree that Defendants are not

the prevailing party in this action since the parties have reached a good faith settlement.

15. Defendants agree that the Commission may present the Final Judgment to the

Court for signature and entry without further notice.

16. Defendants agree that this Court shall retain jurisdiction over this matter for the

purpose of enforcing the terms of the Final Judgment.

[ o )I 2, Z<l
Dated: 0 ' O

Dated: µ;)/; . ) . 1,J
I

Justin Sun

Tron Foundation Limited

By: _ j_ ,_M1 __ ~ ~'1tj---+-ill~01..._1 _____ _
Jiang°¥iymg ll'

Director

1 YISHUN INDUSTRIAL STREET 1 #05-34
A'POSH BIZHUB SINGAPORE (768160)

Dated: '2- • ~ 7 · 7,,o}&

Dated: 2 · 7 2 1 7 c 7-b

Approved as to form:

~ C lfk4-__
Jennifer Bretan and Michael Dicke
Fenwick & West LLP
Counsel for Defendants Justin Sun,
Tron Foundation Limited,
BitTorrent Foundation Ltd., and
Rainberry, Inc.
Attorney for Defendants

Brad Bondi
Paul Hastings LLP
Counsel for Defendants Justin Sun,
Tron Foundation Limited,
BitTorrent Foundation Ltd., and
Rainberry, Inc.
Attorney for Defendants

BitTorrent Foundation Ltd.

By: _"J;_'t2-f!-~ _f,311_r1t...,_~-----
Jiang f iying

Director

1 YISHUN INDUSTRIAL STREET 1 #05-34
A'POSH BIZHUB SINGAPORE (768160)

Rainbeny, Inc.

9 By: vv(l,l ~e vvrv

Weike Sun
CEO

58 West Portal Ave, #552
San Francisco, CA 94127
United States

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