SEC v. Mina Tadrus; and Tadrus Capital LLC, No. 1:23-cv-05708, Eastern District of New York (Aug. 2, 2023) — Complaint

ANTONIA M. APPS
REGIONAL DIRECTOR
Tejal D. Shah
Lindsay S. Moilanen
Abigail E. Rosen
John C. Lehmann
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
212-336-0473 (Rosen)
[email protected]
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
-against-
MINA TADRUS and
TADRUS CAPITAL LLC,
Defendants,
COMPLAINT
23 Civ. _____ (       )
JURY TRIAL DEMANDED
Plaintiff Sec
urities and Exchange Commission (“Commission”), for its Complaint against
Defendants Mina Tadrus (“Tadrus”) and Tadrus Capital LLC (“Tadrus Capital”) (collectively,
“Defendants”), alleges as follows:
SUMMARY
1.Defendants Tadrus and Tadrus Capital—respectively, the founder and chief
executive officer of an eponymous investment advisory firm and the firm itself—engaged in a
multimillion-dollar Ponzi scheme.
File Date: July 28, 2023
Case Number: 23-cv-5708
Judge Frederic Block
Magistrate Judge James R. Cho

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2. Since at least September 2020 (the “relevant period”), Tadrus has solicited and
sold investments in Tadrus Capital Fund LP (“Tadrus Fund”) – a purported pooled investment
vehicle – targeting members of the Egyptian Coptic Christian community.  Defendants raised
over $5 million from at least 31 investors.
3. Tadrus falsely told investors that their funds would be pooled and invested in “the
world’s first private high-yielding and fixed-income quantitative hedge fund” using “artificial
intelligence-based high-frequency trading models” that would yield “investors 1.5% or 2.5%,
paid on the first of each month, for an annual return on investment [return on investment] of 18%
or 30% a year.”
4. In reality, Defendants did not invest the vast majority of investors’ funds, if any.
Instead, Defendants used a significant portion of the investor funds for Tadrus’ own personal
benefit – diverting funds directly to Tadrus and to pay his personal credit card bills, and, made
Ponzi payments – which they told investors were “guaranteed” monthly return on investment
payments.
5. In total, during the relevant period, Defendants used approximately $1,431,900 of
investors’ money to pay investors the “guaranteed” monthly return on investment payments,
including over $275,000 in June 2023 alone, and further misappropriated at least $383,267.93 of
investors’ money for Tadrus’ own benefit.
VIOLATIONS
6. By virtue of the foregoing conduct and as alleged further herein, Defendants
Tadrus and Tadrus Capital have violated Section 17(a) of the Securities Act of 1933 (“Securities
Act”) [15 U.S.C. § 77e(a)], Section 10(b) of the Securities Exchange Act of 1934 (“Exchange
Act”) [15 U.S.C. § 78j(b)], Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and Sections 206(1),

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(2), and (4) of the Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-6(1), (2),
and (4)], and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8(a)(2)].
7. Unless Defendants are restrained and enjoined, they will engage in the acts,
practices, transactions, and courses of business set forth in this Complaint or in acts, practices,
transactions, and courses of business of similar type and object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
8. The Commission brings this action pursuant to the authority conferred upon it by
Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)]; Sections 21(d)(1) and 21(d)(5) of the
Exchange Act [15 U.S.C. §§ 78u(d)(1) and 78u(d)(5)]; and Section 209(d) of the Advisers Act
[15 U.S.C. § 80b-9(d)].
9. The Commission seeks a final judgment: (a) permanently enjoining Defendants
from violating the federal securities laws and rules this Complaint alleges they have violated;
(b) ordering Defendants to disgorge all ill-gotten gains they received as a result of the violations
alleged here and to pay prejudgment interest thereon, pursuant to Exchange Act Sections
21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; (c) ordering
Defendants to pay civil money penalties pursuant to Securities Act Section 20(d) [15 U.S.C.
§ 77t(d)], Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)], and Advisers Act Section
209(e) [15 U.S.C. § 80b-9(e)]; (d) permanently prohibiting Tadrus from serving as an officer or
director of any company that has a class of securities registered under Exchange Act Section 12
[15 U.S.C. § 78l] or that is required to file reports under Exchange Act Section 15(d) [15 U.S.C.
§ 78o(d)], pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act
Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; (e) permanently enjoining Tadrus from directly or
indirectly, including, but not limited to, through any entity owned or controlled by Tadrus,

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participating in the issuance, purchase, offer, or sale of any security, provided however, that such
injunction shall not prevent Tadrus from purchasing or selling securities for his own personal
account; and (f) ordering any other and further relief the Court may deem just and proper.
10. To maintain the status quo and preserve assets sufficient for Defendants to pay
disgorgement, prejudgment interest, and civil penalties in accordance with any Final Judgment of
this Court, the Commission further seeks emergency relief during the pendency of this action
including: (a) freezing Defendants’ assets; (b) requiring Defendants to provide the Commission
with a sworn accounting; and (c) prohibiting Defendants from destroying, altering, concealing,
or otherwise interfering with the access to relevant documents, books and records.
JURISDICTION AND VENUE
11. This Court has jurisdiction over this action pursuant to Securities Act Section
22(a) [15 U.S.C. § 77v(a)], Exchange Act Section 27 [15 U.S.C. § 78aa], and Advisers Act
Section 214 [15 U.S.C. § 80b-14].
12. Defendants, directly and indirectly, have made use of the means or
instrumentalities of interstate commerce or of the mails in connection with the transactions, acts,
practices, and courses of business alleged herein.
13. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)],
Exchange Act Section 27 [15 U.S.C. § 78aa], and Advisers Act Section 214 [15 U.S.C. § 80b-
14]. Certain of the acts, practices, transactions, and courses of business alleged in this Complaint
occurred within this District. Among other things, Defendants solicited, offered, and sold
securities to investors, including to investors residing in Brooklyn and Staten Island, and
misappropriated investor funds through making personal purchases in the District.

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DEFENDANTS
14. Tadrus Capital, incorporated in June 2020 in New York, has its principal places
of business in New York, New York, and Tampa, Florida.  Tadrus Capital has a website,
TadrusCapital.com (“Tadrus Capital website”).  Tadrus Capital is solely controlled by Tadrus.
15. Tadrus, age 36, is presently a resident of Tampa, Florida, where he has resided
since 2022.  Prior to that, and during the fraudulent conduct alleged here, Tadrus resided in
Brooklyn, New York, founded Tadrus Capital and served as its CEO since its inception.  Tadrus
was a registered representative associated with a registered broker-dealer located in New York,
New York, from July 2018 to April 2019.  He is not currently associated with any firm registered
with the Commission.
FACTS
I. DEFENDANTS’ PURPORTED OFFERING
16. Since at least September 2020, Tadrus and Tadrus Capital solicited and sold
interests in Tadrus Fund – a purported pooled investment vehicle.
17. These interests were sold to at least 31 investors, the vast majority of whom were
Tadrus’ relatives and/or members of the Egyptian Coptic Christian community, of which Tadrus
was also a member.
18. Investment amounts varied per investor from $20,000 to $345,000, and totaled
over $5 million.
19. All investor funds were directed to accounts held in the name of Tadrus Capital,
not Tadrus Fund.  Tadrus never segregated money by investor.
20. Defendants operated a website at TadrusCapital.com, that was changed at Tadrus’
direction several times.

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21. In the version of the Tadrus Capital website available as of March 16, 2023,
Tadrus made certain public statements, including that:
a. Tadrus Capital was a “global quantitative alternative investment manager”;
b. Tadrus Capital “invest[ed] our clients’ capital in multiple quantitative
investment strategies, including a fully systematic quantitative global macro
investment program covering all asset classes”;
c. Tadrus Capital employed a trading strategy involving trading “virtually 24/7,”
using “stop losses” and “short s[ales].”
22. The March 16, 2023 version of the Tadrus Capital website also provided a “Live
Track Record” table showing a purported historical return on investment for Tadrus Capital.
According to that table, Tadrus Capital made a consistent 7.5% return in every quarter since the
second quarter of 2019, as shown below:

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23. The March 16, 2023 version of the Tadrus Capital website also included the
below “Offering” table:

24. From approximately September 2020, Tadrus made oral representations to
investors in soliciting their investments.  These included representations that:
a. Investors were required to invest a minimum amount;
b. Investors would receive a flat rate monthly return on investment over the
course of their investment;
c. The fund utilized “stop losses” to be “cautious”;
d. The fund had a “risk adverse” approach to investing;
e. The fund was invested in “commodities and currencies”;
f.  Investors’ funds were “locked in” for two years;

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g. Defendants’ compensation was based on the difference between the
investment return and the amount that he had to pay out in monthly return on
investment payments;
h. Defendants used a proprietary algorithm to invest investor funds;
i. The investments were generating positive returns as evidenced by the monthly
return on investment payments; and
j. The investors’ principal would be returned to them after the agreed-to lockup
period ended.
25. In addition to the representations on the Tadrus Capital website and Tadrus’ oral
representations, since at least February 2022, Defendants entered into written agreements with at
least 21 of the investors: an Agreement of Limited Partnership of Tadrus Capital Fund LP, and a
Private Offering Memorandum for Tadrus Capital Fund LP (the “Offering Documents”).  Tadrus
sent or directed others to send the Offering Documents to investors.  Those agreements provided
that:
a. The offering to investors were “securities” that had “not been registered under
the Securities Act of 1933...or any state securities law”;
b. The Partnership’s securities “valuation is determined by reference to actual
transactions in the securities on any exchange or similar platform which the
securities are traded” or, among other ways, “the securities are valued by the
General Partner in good faith”;
c. Tadrus Capital, the General Partner of the Tadrus Fund, acted as a “fiduciary”;
d. Tadrus Capital would be paid a “management fee during each Fiscal Year
equal to 2% per annum of each Limited Partner’s Capital Account”;

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e. Tadrus Capital would be operated in “good faith and in the best interests of
the Partnership”;
f. The Partnership offered to investors was a “pooled investment fund[]”;
g. The “principal investment objective” was to achieve capital growth by
“investing in various types of investments included exchange and non-
exchange traded assets, and tangible and nontangible assets”;
h. The trading strategy involved trading in products such as “cryptocurrencies
such bitcoins, commodities, futures, equities, bonds, ETFs, ETNs, credit,
inverse ETFs, inverse ETNs, leveraged ETFs, leveraged ETNs, options,
currencies, other exchange traded assets, non-exchange traded assets, real
estate investments, peer-to-peer lending, other tangible investments,
diamonds, car dealerships, venture capital, private equity, startups, illiquid
assets, high risk assets”;
i. That each investment was “rigorously researched” and “continuously
monitored” by Tadrus Capital; and
j. That all investment decisions were made at the discretion of the Tadrus
Capital.
26. In addition, the Offering Documents provided to investors prior to March 2022
promised a “guaranteed” monthly return of 4%.
27. The Offering Documents provided to investors after March 2022 promised either
“guaranteed” or “targeted” monthly returns of 1.5% to 2.5%.
28. In addition, including in or around August of 2022, Tadrus solicited at least one
investor on Instagram.

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29. Through the course of their conduct, the Defendants did not provide investors
with any monthly or quarterly statements.  Instead, Defendants created an Investor Portal on the
Tadrus Capital website to allow investors to see their account information which investors
understood was updated monthly.
II. DEFENDANTS’ MISREPRESENTATIONS AND OMISSIONS TO
INVESTORS
30. Despite the statements made on Tadrus Capital’s websites, in the Offering
Documents, and by Tadrus regarding Tadrus Capital making investments in various investment
products, as Defendants knew or recklessly disregarded, no such investments were made.
A very small portion – less than 2% – of investor funds were transferred out of Tadrus Capital’s
bank accounts to a cryptocurrency trading platform and a foreign exchange trading platform
located in the Cayman Islands.  However, no funds were ever transferred into Tadrus Capital’s
bank accounts from the cryptocurrency trading platform or the foreign exchange trading
platform, indicating that if the transfers to those entities were indeed investments, no profits were
made on those investments.
30. Despite the statements made on Tadrus Capital’s websites, in the Offering
Documents, and by Tadrus regarding Tadrus Capital having an enumerated trading strategy, as
Defendants knew or recklessly disregarded, no such strategy was employed.
31. As Defendants knew or recklessly disregarded, contrary to Defendants’
statements to investors, they did not have any trading algorithm guiding actual investment
decisions, proprietary or otherwise.
32. Tadrus Capital retained several unpaid interns to try to develop a trading strategy
for Tadrus Capital using the cTrader, an algorithmic trading platform. The interns’ trading
strategies were never used for live trading; rather they engaged in “paper trading” to test the

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profitability of their strategies, using significant margin, without the actual use of capital.  In July
2022, Tadrus instructed the interns to stop using Google chat to communicate, and to use
Telegram instead.  Tadrus set the Telegram messages to auto-delete after a week.  In December
2022, Tadrus informed interns working for Tadrus Capital that no algorithms were operating,
and that they needed to get the algorithms ready for trading soon or the Fund would need to be
shut down.
33. In addition, the Offering Documents’ promise that investments were researched
and monitored, as Defendants knew or recklessly disregarded, was false and misleading, as no
investments were made.
34. The “Live Track Record” table on Tadrus Capital’s website was false.  As
Defendants knew or recklessly disregarded, first, Tadrus Capital did not engage in trading or
generate any profits, let alone steady 7.5% returns.  Second, Tadrus Capital was not formed or
operating going back as far as 2019.  Third, even if the purported returns were true, they would
not have been sufficient to cover the “guaranteed” 4% return on investment payments.
35. By May 31, 2023, seven days after the Commission first spoke to a potential
investor, the Tadrus Capital website was edited to remove, among other things, the Live Track
Record mentioned above.  By July 27, 2023, Defendants had taken down their website
altogether.
36. The Defendants’ alleged fee structure was false.  The Defendants described the
fee structure differently in the Offering Documents and in oral representations.  In the Offering
Documents, the Defendants indicated that the fee would be 2% of the investment amount, taken
at the beginning of the year.  In oral representations, Tadrus indicated that he would take a fee
based on the amount he earned on the investments over the guaranteed returns.  These statements

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were contradictory, and were both false, in light of the fact that Defendants did not invest the
funds and misappropriated investor money.
37. Defendants knew or recklessly disregarded the fact that the statements in the
Offering Documents about how they would value their securities were false, as they held no
securities.
38. Defendants knew or recklessly disregarded that their representations to investors
about the source of return on investment payments (i.e., trading profits), were false. As described
below, those payments were made from other investors’ funds.
39. Tadrus’ oral statements to investors that the Defendants utilized stop losses to be
cautious, and engaged in a risk adverse investment strategy were false, as Defendants did not
invest at all, and did not utilize stop losses.
III. DEFENDANTS’ USE OF INVESTOR FUNDS
40. Between September 2020 and the present, Defendants raised a total of at least
$5,263,500 from investors purportedly for interests in Tadrus Fund.
41. During that period, Defendants made $1,431,900 in Ponzi payments to investors
from Tadrus Capital’s bank accounts as purported “guaranteed” return on investment payments.
42. As Defendants knew or recklessly disregarded, these return on investment
payments were made from other investor funds and not from trading profits.
43. During that period, Tadrus has misappropriated at least $383,267.93 of investor
funds by using the funds for personal expenses such as meals at restaurants, car payments,
purchases at luxury retailers, and large donations to religious institutions.
44. As Tadrus knew or recklessly disregarded, he was not entitled to these funds as
they did not represent either the 2% upfront fee or the “excess trading profits” he told investors
he was taking as a fee.

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IV. DEFENDANTS’ CURRENT FINANCIAL STATUS
45. As of June 30, 2023, $809,566.08 remained in one of Tadrus Capital’s bank
accounts, and $1,278,415.28 remained in another Tadrus Capital account.
46. In the month of June 2023 alone, Defendants transferred $277,479.29 out of the
same bank account to pay purported return on investment payments to investors and for personal
expenses, including credit card payments.
FIRST CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)

47. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 46.
48. Defendants, directly or indirectly, singly or in concert, in the offer or sale of
securities and by the use of the means or instruments of transportation or communication in
interstate commerce or the mails, (1) knowingly or recklessly have employed one or more
devices, schemes or artifices to defraud, (2) knowingly, recklessly, or negligently have obtained
money or property by means of one or more untrue statements of a material fact or omissions of
a material fact necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading, and/or (3) knowingly, recklessly, or negligently
have engaged in one or more transactions, practices, or courses of business which operated or
would operate as a fraud or deceit upon the purchaser.
49. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
have violated and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C.
§ 77q(a)].
SECOND CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder

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50. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 46.
51. Defendants, directly or indirectly, singly or in concert, in connection with the
purchase or sale of securities and by the use of means or instrumentalities of interstate
commerce, or the mails, or the facilities of a national securities exchange, knowingly or
recklessly have (i) employed one or more devices, schemes, or artifices to defraud, (ii) made one
or more untrue statements of a material fact or omitted to state one or more material facts
necessary in order to make the statements made, in light of the circumstances under which they
were made, not misleading, and/or (iii) engaged in one or more acts, practices, or courses of
business which operated or would operate as a fraud or deceit upon other persons.
52. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
have violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C.
§ 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
THIRD CLAIM FOR RELIEF
Violations of Advisers Act Sections 206(1) and (2) and 206(4) of the Advisers Act
and Rule 206(4)-8 Thereunder

53. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 46.
54. At all relevant times, Defendants were investment advisers under Advisers Act
Section 202(11) [15 U.S.C. § 80b-2(11)].
55. By engaging in the conduct described above, Defendants, while acting as
investment advisers, by use of the means and instrumentalities of interstate commerce and of the
mails, directly or indirectly:

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a. knowingly or recklessly employed devices, schemes, or artifices to defraud clients and
prospective clients; and/or
b. knowingly, recklessly, or negligently engaged in transactions, practices, or courses of
business which operate as a fraud or deceit upon clients and prospective clients; and
c. engaged in acts, practices, or courses of business which are fraudulent, deceptive or
manipulative.
56. By engaging in the foregoing conduct, Defendants violated, and unless restrained
and enjoined, will continue to violate Sections 206(1), 206(2), and 206(4) of the Advisers Act
[15 U.S.C. §§ 80b-6(1) and 80b-6(2)], and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8].
PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that the Court enter:
I.
An Order temporarily and preliminarily, and a Final Judgment permanently enjoining
Defendants and their agents, servants, employees and attorneys and all persons in active concert
or participation with any of them from violating, directly or indirectly, Securities Act Section
17(a)(2) [15 U.S.C. §§ 77e(a)], Exchange Act Section 10(b) [15 U.S.C. §§ 78j(b)], and Rule 10b-
5(b), thereunder [17 C.F.R. §§ 240.10b-5(b)], and 206(1), 206(2), and 206(4) of the Advisers Act
[15 U.S.C. §§ 80b-6(1) and 80b-6(2)], and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8];
II.
An Order temporarily and preliminarily, through a Final Judgment, freezing the
Defendants’ assets;
III.

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An Order requiring Defendants to submit a verified accounting of the Defendants’ assets
and the use of all investor funds raised by Defendants;

IV.
An Order temporarily, and preliminarily, through a Final Judgment, enjoining Defendants
and any person or entity acting at their direction or on their behalf, from destroying, altering,
concealing, or otherwise interfering with the access to relevant documents, books and records;
V.
A Final Judgment ordering Defendants to disgorge all ill-gotten gains they received
directly or indirectly, with pre-judgment interest thereon, as a result of the alleged violations,
pursuant to Exchange Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3),
78u(d)(5), and 78u(d)(7)];
VI.
A Final Judgment ordering Defendants to pay civil monetary penalties under Securities
Act Section 20(d) [15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C.
§ 78u(d)(3)], and Section 209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)];
VII.
A Final Judgment permanently prohibiting Tadrus from serving as an officer or director
of any company that has a class of securities registered under Exchange Act Section 12 [15
U.S.C. § 78l] or that is required to file reports under Exchange Act Section 15(d) [15 U.S.C.
§ 78o(d)], pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act
Section 21(d)(2) [15 U.S.C. § 78u(d)(2)];
VIII.

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A Final Judgment pe
rmanently enjoining Tadrus from directly or indirectly, including,
but not limited to, through any entity owned or controlled by Tadrus, participating in the
issuance, purchase, offer, or sale of any security, provided however, that such injunction shall
not prevent Tadrus from purchasing or selling securities for his own personal account; and
IX.
A Final Judgment granting any other and further relief this Court may deem just and
proper.
JURY DEMAND
The Commission demands a trial by jury.
Dated: New York, New York
July 28, 2023
____/s/ Antonia Apps_____________________
ANTONIA M. APPS
REGIONAL DIRECTOR
Tejal D. Shah
Lindsay S. Moilanen
Abigail E. Rosen
John C. Lehmann
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
1
00 Pearl Street
Suite 20-100
New York, NY 10004-2616
2
12-336-0473 (Rosen)
[email protected]

ANTONIA M. APPS 
REGIONAL DIRECTOR 
Tejal D. Shah 
Lindsay S. Moilanen 
Abigail E. Rosen 
John C. Lehmann 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
212-336-0473 (Rosen)
[email protected]

UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF NEW YORK 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

-against-

MINA TADRUS and  
TADRUS CAPITAL LLC,    

Defendants,  

COMPLAINT 

23 Civ. _____ (       ) 

JURY TRIAL DEMANDED 

Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against 

Defendants Mina Tadrus (“Tadrus”) and Tadrus Capital LLC (“Tadrus Capital”) (collectively, 

“Defendants”), alleges as follows: 

SUMMARY 

1. Defendants Tadrus and Tadrus Capital—respectively, the founder and chief

executive officer of an eponymous investment advisory firm and the firm itself—engaged in a 

multimillion-dollar Ponzi scheme. 

File Date: July 28, 2023 
Case Number: 23-cv-5708 
Judge Frederic Block
Magistrate Judge James R. Cho

Case 1:23-cv-05708-FB-JRC   Document 1   Filed 07/28/23   Page 1 of 17 PageID #: 1



  

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2. Since at least September 2020 (the “relevant period”), Tadrus has solicited and 

sold investments in Tadrus Capital Fund LP (“Tadrus Fund”) – a purported pooled investment 

vehicle – targeting members of the Egyptian Coptic Christian community.  Defendants raised 

over $5 million from at least 31 investors.   

3. Tadrus falsely told investors that their funds would be pooled and invested in “the 

world’s first private high-yielding and fixed-income quantitative hedge fund” using “artificial 

intelligence-based high-frequency trading models” that would yield “investors 1.5% or 2.5%, 

paid on the first of each month, for an annual return on investment [return on investment] of 18% 

or 30% a year.”  

4. In reality, Defendants did not invest the vast majority of investors’ funds, if any.  

Instead, Defendants used a significant portion of the investor funds for Tadrus’ own personal 

benefit – diverting funds directly to Tadrus and to pay his personal credit card bills, and, made 

Ponzi payments – which they told investors were “guaranteed” monthly return on investment 

payments.  

5. In total, during the relevant period, Defendants used approximately $1,431,900 of 

investors’ money to pay investors the “guaranteed” monthly return on investment payments, 

including over $275,000 in June 2023 alone, and further misappropriated at least $383,267.93 of 

investors’ money for Tadrus’ own benefit.   

VIOLATIONS 

6. By virtue of the foregoing conduct and as alleged further herein, Defendants 

Tadrus and Tadrus Capital have violated Section 17(a) of the Securities Act of 1933 (“Securities 

Act”) [15 U.S.C. § 77e(a)], Section 10(b) of the Securities Exchange Act of 1934 (“Exchange 

Act”) [15 U.S.C. § 78j(b)], Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and Sections 206(1), 

Case 1:23-cv-05708-FB-JRC   Document 1   Filed 07/28/23   Page 2 of 17 PageID #: 2



  

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(2), and (4) of the Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b-6(1), (2), 

and (4)], and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8(a)(2)]. 

7. Unless Defendants are restrained and enjoined, they will engage in the acts, 

practices, transactions, and courses of business set forth in this Complaint or in acts, practices, 

transactions, and courses of business of similar type and object.   

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

8. The Commission brings this action pursuant to the authority conferred upon it by 

Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)]; Sections 21(d)(1) and 21(d)(5) of the 

Exchange Act [15 U.S.C. §§ 78u(d)(1) and 78u(d)(5)]; and Section 209(d) of the Advisers Act 

[15 U.S.C. § 80b-9(d)]. 

9. The Commission seeks a final judgment: (a) permanently enjoining Defendants 

from violating the federal securities laws and rules this Complaint alleges they have violated; 

(b) ordering Defendants to disgorge all ill-gotten gains they received as a result of the violations 

alleged here and to pay prejudgment interest thereon, pursuant to Exchange Act Sections 

21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; (c) ordering 

Defendants to pay civil money penalties pursuant to Securities Act Section 20(d) [15 U.S.C. 

§ 77t(d)], Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)], and Advisers Act Section 

209(e) [15 U.S.C. § 80b-9(e)]; (d) permanently prohibiting Tadrus from serving as an officer or 

director of any company that has a class of securities registered under Exchange Act Section 12 

[15 U.S.C. § 78l] or that is required to file reports under Exchange Act Section 15(d) [15 U.S.C. 

§ 78o(d)], pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act 

Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; (e) permanently enjoining Tadrus from directly or 

indirectly, including, but not limited to, through any entity owned or controlled by Tadrus, 

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participating in the issuance, purchase, offer, or sale of any security, provided however, that such 

injunction shall not prevent Tadrus from purchasing or selling securities for his own personal 

account; and (f) ordering any other and further relief the Court may deem just and proper.  

10. To maintain the status quo and preserve assets sufficient for Defendants to pay 

disgorgement, prejudgment interest, and civil penalties in accordance with any Final Judgment of 

this Court, the Commission further seeks emergency relief during the pendency of this action 

including: (a) freezing Defendants’ assets; (b) requiring Defendants to provide the Commission 

with a sworn accounting; and (c) prohibiting Defendants from destroying, altering, concealing, 

or otherwise interfering with the access to relevant documents, books and records. 

JURISDICTION AND VENUE 

11. This Court has jurisdiction over this action pursuant to Securities Act Section 

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

Section 214 [15 U.S.C. § 80b-14].  

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

instrumentalities of interstate commerce or of the mails in connection with the transactions, acts, 

practices, and courses of business alleged herein. 

13. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)], 

Exchange Act Section 27 [15 U.S.C. § 78aa], and Advisers Act Section 214 [15 U.S.C. § 80b-

14]. Certain of the acts, practices, transactions, and courses of business alleged in this Complaint 

occurred within this District. Among other things, Defendants solicited, offered, and sold 

securities to investors, including to investors residing in Brooklyn and Staten Island, and 

misappropriated investor funds through making personal purchases in the District.   

 

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DEFENDANTS 

14. Tadrus Capital, incorporated in June 2020 in New York, has its principal places 

of business in New York, New York, and Tampa, Florida.  Tadrus Capital has a website, 

TadrusCapital.com (“Tadrus Capital website”).  Tadrus Capital is solely controlled by Tadrus.   

15. Tadrus, age 36, is presently a resident of Tampa, Florida, where he has resided 

since 2022.  Prior to that, and during the fraudulent conduct alleged here, Tadrus resided in 

Brooklyn, New York, founded Tadrus Capital and served as its CEO since its inception.  Tadrus 

was a registered representative associated with a registered broker-dealer located in New York, 

New York, from July 2018 to April 2019.  He is not currently associated with any firm registered 

with the Commission.   

FACTS 

I. DEFENDANTS’ PURPORTED OFFERING  

16. Since at least September 2020, Tadrus and Tadrus Capital solicited and sold 

interests in Tadrus Fund – a purported pooled investment vehicle.   

17. These interests were sold to at least 31 investors, the vast majority of whom were 

Tadrus’ relatives and/or members of the Egyptian Coptic Christian community, of which Tadrus 

was also a member.  

18. Investment amounts varied per investor from $20,000 to $345,000, and totaled 

over $5 million. 

19. All investor funds were directed to accounts held in the name of Tadrus Capital, 

not Tadrus Fund.  Tadrus never segregated money by investor. 

20. Defendants operated a website at TadrusCapital.com, that was changed at Tadrus’ 

direction several times.   

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21. In the version of the Tadrus Capital website available as of March 16, 2023, 

Tadrus made certain public statements, including that:   

a. Tadrus Capital was a “global quantitative alternative investment manager”; 

b. Tadrus Capital “invest[ed] our clients’ capital in multiple quantitative 

investment strategies, including a fully systematic quantitative global macro 

investment program covering all asset classes”;   

c. Tadrus Capital employed a trading strategy involving trading “virtually 24/7,” 

using “stop losses” and “short s[ales].” 

22. The March 16, 2023 version of the Tadrus Capital website also provided a “Live 

Track Record” table showing a purported historical return on investment for Tadrus Capital.  

According to that table, Tadrus Capital made a consistent 7.5% return in every quarter since the 

second quarter of 2019, as shown below:  

 

 

 

 

 

 

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23. The March 16, 2023 version of the Tadrus Capital website also included the 

below “Offering” table:  

 

24. From approximately September 2020, Tadrus made oral representations to 

investors in soliciting their investments.  These included representations that: 

a. Investors were required to invest a minimum amount; 

b. Investors would receive a flat rate monthly return on investment over the 

course of their investment; 

c. The fund utilized “stop losses” to be “cautious”; 

d. The fund had a “risk adverse” approach to investing;  

e. The fund was invested in “commodities and currencies”; 

f.  Investors’ funds were “locked in” for two years;  

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g. Defendants’ compensation was based on the difference between the 

investment return and the amount that he had to pay out in monthly return on 

investment payments;  

h. Defendants used a proprietary algorithm to invest investor funds;  

i. The investments were generating positive returns as evidenced by the monthly 

return on investment payments; and  

j. The investors’ principal would be returned to them after the agreed-to lockup 

period ended. 

25. In addition to the representations on the Tadrus Capital website and Tadrus’ oral 

representations, since at least February 2022, Defendants entered into written agreements with at 

least 21 of the investors: an Agreement of Limited Partnership of Tadrus Capital Fund LP, and a 

Private Offering Memorandum for Tadrus Capital Fund LP (the “Offering Documents”).  Tadrus 

sent or directed others to send the Offering Documents to investors.  Those agreements provided 

that: 

a. The offering to investors were “securities” that had “not been registered under 

the Securities Act of 1933…or any state securities law”; 

b. The Partnership’s securities “valuation is determined by reference to actual 

transactions in the securities on any exchange or similar platform which the 

securities are traded” or, among other ways, “the securities are valued by the 

General Partner in good faith”; 

c. Tadrus Capital, the General Partner of the Tadrus Fund, acted as a “fiduciary”; 

d. Tadrus Capital would be paid a “management fee during each Fiscal Year 

equal to 2% per annum of each Limited Partner’s Capital Account”; 

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e. Tadrus Capital would be operated in “good faith and in the best interests of 

the Partnership”; 

f. The Partnership offered to investors was a “pooled investment fund[]”; 

g. The “principal investment objective” was to achieve capital growth by 

“investing in various types of investments included exchange and non-

exchange traded assets, and tangible and nontangible assets”; 

h. The trading strategy involved trading in products such as “cryptocurrencies 

such bitcoins, commodities, futures, equities, bonds, ETFs, ETNs, credit, 

inverse ETFs, inverse ETNs, leveraged ETFs, leveraged ETNs, options, 

currencies, other exchange traded assets, non-exchange traded assets, real 

estate investments, peer-to-peer lending, other tangible investments, 

diamonds, car dealerships, venture capital, private equity, startups, illiquid 

assets, high risk assets”;  

i. That each investment was “rigorously researched” and “continuously 

monitored” by Tadrus Capital; and 

j. That all investment decisions were made at the discretion of the Tadrus 

Capital. 

26. In addition, the Offering Documents provided to investors prior to March 2022 

promised a “guaranteed” monthly return of 4%.   

27. The Offering Documents provided to investors after March 2022 promised either 

“guaranteed” or “targeted” monthly returns of 1.5% to 2.5%.   

28. In addition, including in or around August of 2022, Tadrus solicited at least one 

investor on Instagram. 

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29. Through the course of their conduct, the Defendants did not provide investors 

with any monthly or quarterly statements.  Instead, Defendants created an Investor Portal on the 

Tadrus Capital website to allow investors to see their account information which investors 

understood was updated monthly. 

II. DEFENDANTS’ MISREPRESENTATIONS AND OMISSIONS TO 
INVESTORS 

30. Despite the statements made on Tadrus Capital’s websites, in the Offering 

Documents, and by Tadrus regarding Tadrus Capital making investments in various investment 

products, as Defendants knew or recklessly disregarded, no such investments were made. 

A very small portion – less than 2% – of investor funds were transferred out of Tadrus Capital’s 

bank accounts to a cryptocurrency trading platform and a foreign exchange trading platform 

located in the Cayman Islands.  However, no funds were ever transferred into Tadrus Capital’s 

bank accounts from the cryptocurrency trading platform or the foreign exchange trading 

platform, indicating that if the transfers to those entities were indeed investments, no profits were 

made on those investments. 

30. Despite the statements made on Tadrus Capital’s websites, in the Offering 

Documents, and by Tadrus regarding Tadrus Capital having an enumerated trading strategy, as 

Defendants knew or recklessly disregarded, no such strategy was employed.  

31. As Defendants knew or recklessly disregarded, contrary to Defendants’ 

statements to investors, they did not have any trading algorithm guiding actual investment 

decisions, proprietary or otherwise. 

32. Tadrus Capital retained several unpaid interns to try to develop a trading strategy 

for Tadrus Capital using the cTrader, an algorithmic trading platform. The interns’ trading 

strategies were never used for live trading; rather they engaged in “paper trading” to test the 

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profitability of their strategies, using significant margin, without the actual use of capital.  In July 

2022, Tadrus instructed the interns to stop using Google chat to communicate, and to use 

Telegram instead.  Tadrus set the Telegram messages to auto-delete after a week.  In December 

2022, Tadrus informed interns working for Tadrus Capital that no algorithms were operating, 

and that they needed to get the algorithms ready for trading soon or the Fund would need to be 

shut down.  

33. In addition, the Offering Documents’ promise that investments were researched 

and monitored, as Defendants knew or recklessly disregarded, was false and misleading, as no 

investments were made. 

34. The “Live Track Record” table on Tadrus Capital’s website was false.  As 

Defendants knew or recklessly disregarded, first, Tadrus Capital did not engage in trading or 

generate any profits, let alone steady 7.5% returns.  Second, Tadrus Capital was not formed or 

operating going back as far as 2019.  Third, even if the purported returns were true, they would 

not have been sufficient to cover the “guaranteed” 4% return on investment payments.  

35. By May 31, 2023, seven days after the Commission first spoke to a potential 

investor, the Tadrus Capital website was edited to remove, among other things, the Live Track 

Record mentioned above.  By July 27, 2023, Defendants had taken down their website 

altogether.   

36. The Defendants’ alleged fee structure was false.  The Defendants described the 

fee structure differently in the Offering Documents and in oral representations.  In the Offering 

Documents, the Defendants indicated that the fee would be 2% of the investment amount, taken 

at the beginning of the year.  In oral representations, Tadrus indicated that he would take a fee 

based on the amount he earned on the investments over the guaranteed returns.  These statements 

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were contradictory, and were both false, in light of the fact that Defendants did not invest the 

funds and misappropriated investor money.     

37. Defendants knew or recklessly disregarded the fact that the statements in the 

Offering Documents about how they would value their securities were false, as they held no 

securities.   

38. Defendants knew or recklessly disregarded that their representations to investors 

about the source of return on investment payments (i.e., trading profits), were false. As described 

below, those payments were made from other investors’ funds. 

39. Tadrus’ oral statements to investors that the Defendants utilized stop losses to be 

cautious, and engaged in a risk adverse investment strategy were false, as Defendants did not 

invest at all, and did not utilize stop losses.   

III. DEFENDANTS’ USE OF INVESTOR FUNDS 

40. Between September 2020 and the present, Defendants raised a total of at least 

$5,263,500 from investors purportedly for interests in Tadrus Fund.  

41. During that period, Defendants made $1,431,900 in Ponzi payments to investors 

from Tadrus Capital’s bank accounts as purported “guaranteed” return on investment payments.  

42. As Defendants knew or recklessly disregarded, these return on investment 

payments were made from other investor funds and not from trading profits. 

43. During that period, Tadrus has misappropriated at least $383,267.93 of investor 

funds by using the funds for personal expenses such as meals at restaurants, car payments, 

purchases at luxury retailers, and large donations to religious institutions.   

44. As Tadrus knew or recklessly disregarded, he was not entitled to these funds as 

they did not represent either the 2% upfront fee or the “excess trading profits” he told investors 

he was taking as a fee. 

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IV. DEFENDANTS’ CURRENT FINANCIAL STATUS 

45. As of June 30, 2023, $809,566.08 remained in one of Tadrus Capital’s bank 

accounts, and $1,278,415.28 remained in another Tadrus Capital account.   

46. In the month of June 2023 alone, Defendants transferred $277,479.29 out of the 

same bank account to pay purported return on investment payments to investors and for personal 

expenses, including credit card payments.   

FIRST CLAIM FOR RELIEF 
Violations of Securities Act Section 17(a) 

 
47. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 46. 

48. Defendants, directly or indirectly, singly or in concert, in the offer or sale of 

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

interstate commerce or the mails, (1) knowingly or recklessly have employed one or more 

devices, schemes or artifices to defraud, (2) knowingly, recklessly, or negligently have obtained 

money or property by means of one or more untrue statements of a material fact or omissions of 

a material fact necessary in order to make the statements made, in light of the circumstances 

under which they were made, not misleading, and/or (3) knowingly, recklessly, or negligently 

have engaged in one or more transactions, practices, or courses of business which operated or 

would operate as a fraud or deceit upon the purchaser. 

49. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

have violated and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C. 

§ 77q(a)]. 

SECOND CLAIM FOR RELIEF 
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder 

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50. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 46. 

51. Defendants, directly or indirectly, singly or in concert, in connection with the 

purchase or sale of securities and by the use of means or instrumentalities of interstate 

commerce, or the mails, or the facilities of a national securities exchange, knowingly or 

recklessly have (i) employed one or more devices, schemes, or artifices to defraud, (ii) made one 

or more untrue statements of a material fact or omitted to state one or more material facts 

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

were made, not misleading, and/or (iii) engaged in one or more acts, practices, or courses of 

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

52. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

have violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. 

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

THIRD CLAIM FOR RELIEF 
Violations of Advisers Act Sections 206(1) and (2) and 206(4) of the Advisers Act 

and Rule 206(4)-8 Thereunder 
 

53. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 46.  

54. At all relevant times, Defendants were investment advisers under Advisers Act 

Section 202(11) [15 U.S.C. § 80b-2(11)]. 

55. By engaging in the conduct described above, Defendants, while acting as 

investment advisers, by use of the means and instrumentalities of interstate commerce and of the 

mails, directly or indirectly:  

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a. knowingly or recklessly employed devices, schemes, or artifices to defraud clients and 

prospective clients; and/or 

b. knowingly, recklessly, or negligently engaged in transactions, practices, or courses of 

business which operate as a fraud or deceit upon clients and prospective clients; and  

c. engaged in acts, practices, or courses of business which are fraudulent, deceptive or 

manipulative.  

56. By engaging in the foregoing conduct, Defendants violated, and unless restrained 

and enjoined, will continue to violate Sections 206(1), 206(2), and 206(4) of the Advisers Act 

[15 U.S.C. §§ 80b-6(1) and 80b-6(2)], and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8]. 

PRAYER FOR RELIEF 

 WHEREFORE, the Commission respectfully requests that the Court enter: 

I. 

An Order temporarily and preliminarily, and a Final Judgment permanently enjoining 

Defendants and their agents, servants, employees and attorneys and all persons in active concert 

or participation with any of them from violating, directly or indirectly, Securities Act Section 

17(a)(2) [15 U.S.C. §§ 77e(a)], Exchange Act Section 10(b) [15 U.S.C. §§ 78j(b)], and Rule 10b-

5(b), thereunder [17 C.F.R. §§ 240.10b-5(b)], and 206(1), 206(2), and 206(4) of the Advisers Act 

[15 U.S.C. §§ 80b-6(1) and 80b-6(2)], and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8]; 

II. 

An Order temporarily and preliminarily, through a Final Judgment, freezing the 

Defendants’ assets; 

III. 

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An Order requiring Defendants to submit a verified accounting of the Defendants’ assets 

and the use of all investor funds raised by Defendants; 

 

IV. 

An Order temporarily, and preliminarily, through a Final Judgment, enjoining Defendants 

and any person or entity acting at their direction or on their behalf, from destroying, altering, 

concealing, or otherwise interfering with the access to relevant documents, books and records; 

V. 

A Final Judgment ordering Defendants to disgorge all ill-gotten gains they received 

directly or indirectly, with pre-judgment interest thereon, as a result of the alleged violations, 

pursuant to Exchange Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 

78u(d)(5), and 78u(d)(7)]; 

VI. 

A Final Judgment ordering Defendants to pay civil monetary penalties under Securities 

Act Section 20(d) [15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. 

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

VII. 

A Final Judgment permanently prohibiting Tadrus from serving as an officer or director 

of any company that has a class of securities registered under Exchange Act Section 12 [15 

U.S.C. § 78l] or that is required to file reports under Exchange Act Section 15(d) [15 U.S.C. 

§ 78o(d)], pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act 

Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; 

VIII. 

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A Final Judgment permanently enjoining Tadrus from directly or indirectly, including, 

but not limited to, through any entity owned or controlled by Tadrus, participating in the 

issuance, purchase, offer, or sale of any security, provided however, that such injunction shall 

not prevent Tadrus from purchasing or selling securities for his own personal account; and 

IX. 

A Final Judgment granting any other and further relief this Court may deem just and 

proper.  

JURY DEMAND 

The Commission demands a trial by jury.  

Dated: New York, New York 
July 28, 2023 

____/s/ Antonia Apps_____________________
ANTONIA M. APPS  
REGIONAL DIRECTOR  
Tejal D. Shah 
Lindsay S. Moilanen 
Abigail E. Rosen 
John C. Lehmann  
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
212-336-0473 (Rosen)
[email protected]

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