SEC v. William K. Ichioka, No. 3:23-cv-03093, Northern District of California (June 23, 2023) — Complaint

COMPLAINT
SEC
 v. WILLIAM K. ICHIOKA

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MONIQUE C. WINKLER (Cal. Bar No. 213031)
  [email protected]
JASON H. LEE (Cal. Bar No. 253140)
  [email protected]
JOHN HAN (Cal. Bar No. 208086)
  [email protected]
ERIN E. WILK (Cal. Bar No. 310214)
  [email protected]

Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
44 Montgomery Street, Suite 2800
San Francisco, CA 94104
(415) 705-2500 (Telephone)
(415) 705-2501 (Facsimile)
SECURITIES AND EXCHANGE COMMISSION,

                        Plaintiff,

            vs.

WILLIAM K. ICHIOKA,

  Defendant.

Case No.

COMPLAINT

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA

COMPLAINT
SEC
 v. WILLIAM K. ICHIOKA

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Plaintiff Securities and Exchange Commission (the “Commission”) alleges:
SUMMARY OF THE ACTION
1. Defendant William K. Ichioka (“Defendant” or “Ichioka”) directly and through his
unregistered investment fund, Ichioka Ventures LLC (“Ichioka Ventures”), engaged in the
fraudulent offer and sale of securities.  From at least June 2019 through October 2021, Defendant
raised over $25 million from approximately 75 investors located primarily in California and
Oregon.
2. Defendant raised investor funds under the false premise that he was a successful
stock and crypto asset trader who was able to pay investors a rate of return of 10% every 30
business days while guaranteeing investors’ principal.
3. Defendant further invested only a portion of the funds he received from investors
and he misappropriated large sums of investors’ money that he used for personal expenses such as
luxury watches, cars, gambling, and a penthouse apartment.  Moreover, lacking profits from
trading, Defendant used investors’ principal to pay other investors’ redemptions or withdrawals.
4. By at least late 2021, Ichioka Ventures became unable to meet investor withdrawal
requests and the fund currently owes investors millions of dollars in principal.
5. As a result of the conduct alleged in this Complaint, Defendant violated Section
17(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. § 77q(a); Section 10(b) and Rule
10b-5 of the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. § 78j(b), 17 C.F.R.
§ 240.10b-5; and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 (“Advisers
Act”), 15 U.S.C. §§ 80b-6(1) and 80b-6(2).
6. In this action, the Commission seeks permanent injunctions; disgorgement of ill-
gotten gains with prejudgment interest; and a civil monetary penalty.  The Commission also seeks
an order (1) restraining and enjoining Defendant from directly or indirectly, including, but not
limited to, through any entity owned or controlled by him, participating in the issuance, purchase,
offer, or sale of any securities, provided however, that such injunction shall not prevent him from
purchasing or selling securities for his own personal account; and (2) imposing an officer and
director bar.

COMPLAINT
SEC
 v. WILLIAM K. ICHIOKA

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JURISDICTION AND VENUE
7. The Commission brings this action pursuant to Sections 20(b), 20(d), and 22(a) of
the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)], Sections 21(d), 21(e), and 27 of the
Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa], and Section 209(d) of the Advisers Act [15
U.S.C. § 80b-9(d)].
8. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)(1),
and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(a)], 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),
and 214 of the Advisers Act [15 U.S.C. §§ 80b-9(d), 80b-9(e), and 80b-14].
9. Defendant, directly or indirectly, made use of the means and instrumentalities of
interstate commerce or of the mails in connection with the acts, transactions, practices, and courses
of business alleged in this Complaint.
10. Venue is proper in this District pursuant to Section 22(a) of the Securities Act [15
U.S.C. § 77v(a)], Section 27(a) of the Exchange Act [15 U.S.C. § 78aa(a)], and Section 214 of the
Advisers Act [15 U.S.C. § 80b-14].  Acts, transactions, practices, and courses of business that form
the basis for the violations alleged in this Complaint occurred in this District.
11. Under Civil Local Rule 3-2(d), this civil action should be assigned to the San
Francisco Division because a substantial part of the events or omissions which give rise to the
claims alleged herein occurred in San Francisco County.
DEFENDANT
12. William K. Ichioka, age 29, resides in New York, New York.  At the time he
created Ichioka Ventures in mid-2019, Ichioka resided in San Francisco, California.  Ichioka is the
founder, CEO, and sole member of Ichioka Ventures, an unregistered investment fund he used to
solicit investors.  Ichioka is not registered with the Commission, and holds no securities licenses.
OTHER RELEVANT ENTITY
13. Ichioka Ventures LLC (“Ichioka Ventures”) is a Delaware limited liability
company formed by Ichioka in August 2019.  Ichioka is the sole member of Ichioka Ventures.

COMPLAINT
SEC
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Ichioka Ventures is not registered with the Commission, and has not filed any exemption from
registration of any securities offering with the Commission.
FACTUAL ALLEGATIONS
 A.  Ichioka’s Investment Fund, Ichioka Ventures
14. Around June 2019, Defendant created an investment fund he called Ichioka
Ventures, and began soliciting investors.  Ichioka did not form the fund as a legal entity until
August 2019, but began soliciting and receiving investor money before then.  Prior to this time,
Ichioka had been investing money from friends and family, and viewed the fund as an extension of
these earlier investment efforts.
15. The Ichioka Ventures website informed potential investors that Ichioka was “a self-
made investor who began his quest at a very early age and has already amassed a multimillion
dollar fortune.”  The website went on to explain that Ichioka was “[r]egarded as a savant in his
craft,” and that “he seeks to deliver a consistent enhanced total return through his ability to identify
and execute immediately on global market opportunities.”  It further provided that “Ichioka
Ventures is a direct extension of William’s vision and strategy for maximizing growth” and that
“[t]he fund provides accessibility and exposure to his personal avenues of capital generation.”
16. Ichioka offered investors in the fund a return of 10% every 30 business days and
provided investors with a right to reinvest or withdraw the returns and/or outstanding principal.
Ichioka Ventures entered into promissory notes or other investment agreements with investors
reflecting these terms.
17. Consistent with these terms, Ichioka’s website further informed investors:  “The
investment term is 30 business days with a 10% return.  Principal and profits are distributed
directly into account balance and can easily be withdrawn or reinvested.”  In addition, based on
representations from Defendant, investors understood that their principal was guaranteed.  Ichioka
also told investors that he would keep as compensation any profits he received above the 10%
returns every 30 business days.
18. Defendant received investments either in the form of U.S. dollars or crypto assets,
such as bitcoin.  For U.S. dollar investments, Ichioka directed investors to wire money to either

COMPLAINT
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personal accounts in his name or business accounts under Ichioka Ventures.  In these accounts,
Ichioka comingled millions of dollars of investor funds with personal money, and paid for personal
expenses through these same accounts.  For investments made with crypto assets, investors sent
crypto assets to wallet addresses controlled by Ichioka.  Ichioka also comingled his own personal
crypto assets with those of investors.
19. Defendant did not provide investors with a private placement memorandum or
other type of offering document.  Instead, apart from the Ichioka Ventures website, Defendant
informed investors about the details of the fund directly in person or through telephone calls,
emails, or text messages.
20. Based upon Ichioka’s communications with them, investors understood generally
that Defendant invested in a mix of crypto assets, publicly traded stock, and foreign currency.
21. Defendant controlled where to invest fund assets.  He directed a portion of the
funds he received into crypto assets (including crypto asset securities) and other crypto asset
investment opportunities.  Defendant also invested money received from investors into equity in
start-up companies and precious metals.
22. The investment opportunities offered to investors, either through the promissory
notes or investment agreements, were securities within the meaning of the federal securities laws.
B.  Defendant Misled Investors and Engaged in Deceptive Acts During the
Offering and While Operating the Fund
1. False Statements Regarding Investing Success
23. To earn investors’ trust, Defendant falsely informed investors that he was an
accomplished investor who had been successfully investing in stock and crypto assets for a number
of years.  In reality, Ichioka’s investing activity had not performed as touted.  He further falsely
claimed to investors that he was consistently able to earn the 10% returns he promised to investors
every 30 business days.
24. While Defendant claimed that he was “self-made,” he used investor money to
create the appearance of success from his investing activity.  Investors were impressed with his
appearance of success and noted his luxury cars, fancy watches, and penthouse apartment.

COMPLAINT
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25. On December 26, 2019, over six months after starting Ichioka Ventures, Defendant
admitted in a text message to his employee that his fund “hasn’t made any money since we
started,” and acknowledged that “the reality is I can’t keep the fund open if we’re not making
money.”  However, Ichioka continued fundraising under false pretenses of success, and on the
following day, December 27, 2019, texted “I’m getting a lot of investors this coming two weeks.
Few M.”
26. Ichioka’s crypto asset and other investing activity for his fund never provided the
promised 10% return every 30 business days.
2. False Statements Regarding Investment Risk and Other Deceptive Conduct
27. Ichioka also made other false and misleading statements to downplay the risk of
investing in his fund.  Many investors understood from Defendant that there was little to no risk on
their investment in that their principal was guaranteed.
28. Ichioka led investors who purchased promissory notes from Ichioka Ventures to
believe that they could withdraw their principal and interest at any time.  The promissory note
terms included a right to demand repayment at the end of the 30 business-day period, and the
Ichioka Ventures website included a “withdraw” option for investors to request money back.
However, Defendant was at times unable to honor such requests, and many investors experienced
delays in receiving repayment.  Repayment of investor principal and interest by Defendant was
often only possible through payments using new investor money.
29. To conceal this fraud, Ichioka continued to post false 10% returns every 30
business days to investors’ accounts that were viewable through the Ichioka Ventures website.
Investors relied on these accounts as a representation of their income earned, and many investors
reinvested or wired Defendant additional funds based on the belief that their investments were
performing as promised.
30. Defendant also sent investors falsified documents showing inflated asset balances
to create an appearance of successful investments.  For example, Defendant sent one investor a
doctored bank account statement to show a substantially higher account balance and a doctored

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screenshot of an account at a crypto asset trading platform to similarly show a crypto asset balance
significantly in excess of the actual value of crypto assets held in the account.
31. Defendant’s misrepresentations described in Paragraph Nos. 23-30 above were
material to persons who invested with Defendant and through Ichioka Ventures.
C.  Misappropriation of Fund Assets
32. Defendant misappropriated investor funds invested with Ichioka Ventures for
personal use.
33. During the period from mid-2019 through 2021, Ichioka spent millions of dollars
on apartment rentals, luxury cars, high-end watches and jewelry, and on other personal expenses
such as meals, entertainment, clothing, and travel.  Ichioka used investor money to help pay for
these personal expenses.
34. Ichioka also gambled and lost significant amounts of investor funds.
35. Defendant knew, or was reckless or negligent in not knowing, that he was
misappropriating investor funds.
36. The misappropriations described in Paragraph Nos. 32-35 above were material to
persons who invested with Defendant and through Ichioka Ventures.
FIRST CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5
37. The Commission re-alleges and incorporates by reference Paragraph Nos. 1
through 36.
38. Defendant, by engaging in the conduct described above, directly or indirectly, in
connection with the purchase or sale of securities, by use of means or instrumentalities of interstate
commerce, or of the mails, with scienter:
a. Employed devices, schemes, or artifices to defraud;
b. Made untrue statements of material facts or omitted to state material facts
necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading; and

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c. Engaged in acts, practices, or courses of business which operated or would
operate as a fraud or deceit upon other persons, including purchasers of
securities.
39. By reason of the foregoing, Defendant 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
Violations of Section 17(a) of the Securities Act
40. The Commission re-alleges and incorporates by reference Paragraph Nos. 1
through 36.
41. Defendant, by engaging in the conduct described above, directly or indirectly, in
the offer or sale of securities, by use of the means of instruments of transportation or
communication in interstate commerce or by use of the mails:
a. with scienter, employed devices, schemes, or artifices to defraud;
b. obtained money or property by means of untrue statements of material fact
or by omitting to state a material fact necessary in order to make the
statements made, in light of the circumstances under which they were
made, not misleading; and
c. engaged in transactions, practices, or courses of business which operated or
would operate as a fraud or deceit upon purchasers.
42. By reason of the foregoing, Defendant violated, and unless restrained and enjoined
will continue to violate, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].
THIRD CLAIM FOR RELIEF
Violations of Sections 206(1) and 206(2) of the Advisers Act
43. The Commission re-alleges and incorporates by reference Paragraph Nos. 1
through 36.
44. At all relevant times, Defendant was an “investment adviser” within the meaning of
Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)].  Defendant was in the business

COMPLAINT
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of providing investment advice concerning securities for compensation and was also an investment
adviser due his management and control of Ichioka Ventures.
45. As set forth above, Defendant, by use of the mails or any means or instrumentality
of interstate commerce, directly or indirectly:  (a) acting intentionally, knowingly, or recklessly,
employed devices, schemes, or artifices to defraud clients and/or potential clients; or (b) engaged
in transactions, practices, or courses of business which operate as a fraud or deceit upon a client or
prospective client.
46. By reason of the foregoing, Defendant directly or indirectly violated, and unless
restrained and enjoined will continue to violate, Sections 206(1) and 206(2) of the Advisers Act
[15 U.S.C. §§ 80b-6(1) and 80b-6(2)].
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that the Court:
I.
Permanently enjoin Defendant from directly or indirectly violating Section 10(b) of the
Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder, Section
17(a) of the Securities Act [15 U.S.C. § 77q(a)], and Sections 206(1) and 206(2) of the Advisers
Act [15 U.S.C. §§ 80b-6(1) and 80b-6(2)].
II.
Permanently enjoin Defendant from directly or indirectly, including, but not limited to,
through any entity owned or controlled by him, participating in the issuance, purchase, offer, or
sale of any securities, provided however, that such injunction shall not prevent him from
purchasing or selling securities for his own personal account.
III.
Issue an order barring Defendant from serving as an officer or director of any company that
has a class of securities registered with the Commission pursuant to Section 12 of the Exchange
Act [15 U.S.C. § 78l].

COMPLAINT
SEC
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IV.
Issue an order requiring Defendant to disgorge all ill-gotten gains or unjust enrichment
derived from the activities set forth in this Complaint, together with prejudgment interest thereon.
V.
Issue an order requiring Defendant to pay a civil monetary penalty pursuant to Section
20(d) of the Securities Act [15 U.S.C. § 77t(d)], Section 21(d) 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)].
VI.
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.
VII.
Grant such other and further relief as this Court may determine to be just and necessary.
Dated:  June 22, 2023 Respectfully            submitted,
  /s/  Erin E. Wilk
Erin E. Wilk
Attorney for Plaintiff
SECURITIES AND EXCHANGE COMMISSION

COMPLAINT  
SEC v. WILLIAM K. ICHIOKA 
 

 
 

 

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MONIQUE C. WINKLER (Cal. Bar No. 213031) 
  [email protected] 
JASON H. LEE (Cal. Bar No. 253140) 
  [email protected]  
JOHN HAN (Cal. Bar No. 208086) 
  [email protected] 
ERIN E. WILK (Cal. Bar No. 310214) 
  [email protected] 
 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
44 Montgomery Street, Suite 2800 
San Francisco, CA 94104  
(415) 705-2500 (Telephone) 
(415) 705-2501 (Facsimile) 

SECURITIES AND EXCHANGE COMMISSION, 
 
  Plaintiff, 
 
 vs. 
 
WILLIAM K. ICHIOKA, 
 

  Defendant. 
 

Case No.  
 
 
COMPLAINT 
 

 

 

 

 

 

 

 

 

 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

 

Case 3:23-cv-03093   Document 1   Filed 06/22/23   Page 1 of 10



  

COMPLAINT 
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Plaintiff Securities and Exchange Commission (the “Commission”) alleges: 

SUMMARY OF THE ACTION 

1. Defendant William K. Ichioka (“Defendant” or “Ichioka”) directly and through his 

unregistered investment fund, Ichioka Ventures LLC (“Ichioka Ventures”), engaged in the 

fraudulent offer and sale of securities.  From at least June 2019 through October 2021, Defendant 

raised over $25 million from approximately 75 investors located primarily in California and 

Oregon. 

2. Defendant raised investor funds under the false premise that he was a successful 

stock and crypto asset trader who was able to pay investors a rate of return of 10% every 30 

business days while guaranteeing investors’ principal. 

3. Defendant further invested only a portion of the funds he received from investors 

and he misappropriated large sums of investors’ money that he used for personal expenses such as 

luxury watches, cars, gambling, and a penthouse apartment.  Moreover, lacking profits from 

trading, Defendant used investors’ principal to pay other investors’ redemptions or withdrawals. 

4. By at least late 2021, Ichioka Ventures became unable to meet investor withdrawal 

requests and the fund currently owes investors millions of dollars in principal.  

5. As a result of the conduct alleged in this Complaint, Defendant violated Section 

17(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. § 77q(a); Section 10(b) and Rule 

10b-5 of the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. § 78j(b), 17 C.F.R.       

§ 240.10b-5; and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 (“Advisers 

Act”), 15 U.S.C. §§ 80b-6(1) and 80b-6(2). 

6. In this action, the Commission seeks permanent injunctions; disgorgement of ill-

gotten gains with prejudgment interest; and a civil monetary penalty.  The Commission also seeks 

an order (1) restraining and enjoining Defendant from directly or indirectly, including, but not 

limited to, through any entity owned or controlled by him, participating in the issuance, purchase, 

offer, or sale of any securities, provided however, that such injunction shall not prevent him from 

purchasing or selling securities for his own personal account; and (2) imposing an officer and 

director bar.   

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JURISDICTION AND VENUE 

7. The Commission brings this action pursuant to Sections 20(b), 20(d), and 22(a) of 

the Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)], Sections 21(d), 21(e), and 27 of the  

Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa], and Section 209(d) of the Advisers Act [15 

U.S.C. § 80b-9(d)]. 

8. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)(1), 

and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(a)], 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), 

and 214 of the Advisers Act [15 U.S.C. §§ 80b-9(d), 80b-9(e), and 80b-14].  

9. Defendant, directly or indirectly, made use of the means and instrumentalities of 

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

of business alleged in this Complaint. 

10. Venue is proper in this District pursuant to Section 22(a) of the Securities Act [15 

U.S.C. § 77v(a)], Section 27(a) of the Exchange Act [15 U.S.C. § 78aa(a)], and Section 214 of the 

Advisers Act [15 U.S.C. § 80b-14].  Acts, transactions, practices, and courses of business that form 

the basis for the violations alleged in this Complaint occurred in this District.   

11. Under Civil Local Rule 3-2(d), this civil action should be assigned to the San 

Francisco Division because a substantial part of the events or omissions which give rise to the 

claims alleged herein occurred in San Francisco County. 

DEFENDANT 

12. William K. Ichioka, age 29, resides in New York, New York.  At the time he 

created Ichioka Ventures in mid-2019, Ichioka resided in San Francisco, California.  Ichioka is the 

founder, CEO, and sole member of Ichioka Ventures, an unregistered investment fund he used to 

solicit investors.  Ichioka is not registered with the Commission, and holds no securities licenses. 

OTHER RELEVANT ENTITY 

13. Ichioka Ventures LLC (“Ichioka Ventures”) is a Delaware limited liability 

company formed by Ichioka in August 2019.  Ichioka is the sole member of Ichioka Ventures.  

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Ichioka Ventures is not registered with the Commission, and has not filed any exemption from 

registration of any securities offering with the Commission.   

FACTUAL ALLEGATIONS 

 A.  Ichioka’s Investment Fund, Ichioka Ventures 

14. Around June 2019, Defendant created an investment fund he called Ichioka 

Ventures, and began soliciting investors.  Ichioka did not form the fund as a legal entity until 

August 2019, but began soliciting and receiving investor money before then.  Prior to this time, 

Ichioka had been investing money from friends and family, and viewed the fund as an extension of 

these earlier investment efforts. 

15. The Ichioka Ventures website informed potential investors that Ichioka was “a self-

made investor who began his quest at a very early age and has already amassed a multimillion 

dollar fortune.”  The website went on to explain that Ichioka was “[r]egarded as a savant in his 

craft,” and that “he seeks to deliver a consistent enhanced total return through his ability to identify 

and execute immediately on global market opportunities.”  It further provided that “Ichioka 

Ventures is a direct extension of William’s vision and strategy for maximizing growth” and that 

“[t]he fund provides accessibility and exposure to his personal avenues of capital generation.” 

16. Ichioka offered investors in the fund a return of 10% every 30 business days and 

provided investors with a right to reinvest or withdraw the returns and/or outstanding principal.  

Ichioka Ventures entered into promissory notes or other investment agreements with investors 

reflecting these terms.   

17. Consistent with these terms, Ichioka’s website further informed investors:  “The 

investment term is 30 business days with a 10% return.  Principal and profits are distributed 

directly into account balance and can easily be withdrawn or reinvested.”  In addition, based on 

representations from Defendant, investors understood that their principal was guaranteed.  Ichioka 

also told investors that he would keep as compensation any profits he received above the 10% 

returns every 30 business days.   

18. Defendant received investments either in the form of U.S. dollars or crypto assets, 

such as bitcoin.  For U.S. dollar investments, Ichioka directed investors to wire money to either 

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COMPLAINT 
SEC v. WILLIAM K. ICHIOKA -4-  

 

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personal accounts in his name or business accounts under Ichioka Ventures.  In these accounts, 

Ichioka comingled millions of dollars of investor funds with personal money, and paid for personal 

expenses through these same accounts.  For investments made with crypto assets, investors sent 

crypto assets to wallet addresses controlled by Ichioka.  Ichioka also comingled his own personal 

crypto assets with those of investors. 

19. Defendant did not provide investors with a private placement memorandum or 

other type of offering document.  Instead, apart from the Ichioka Ventures website, Defendant 

informed investors about the details of the fund directly in person or through telephone calls, 

emails, or text messages. 

20. Based upon Ichioka’s communications with them, investors understood generally 

that Defendant invested in a mix of crypto assets, publicly traded stock, and foreign currency. 

21. Defendant controlled where to invest fund assets.  He directed a portion of the 

funds he received into crypto assets (including crypto asset securities) and other crypto asset 

investment opportunities.  Defendant also invested money received from investors into equity in 

start-up companies and precious metals. 

22. The investment opportunities offered to investors, either through the promissory 

notes or investment agreements, were securities within the meaning of the federal securities laws.  

B.  Defendant Misled Investors and Engaged in Deceptive Acts During the 
Offering and While Operating the Fund   

1. False Statements Regarding Investing Success 

23. To earn investors’ trust, Defendant falsely informed investors that he was an 

accomplished investor who had been successfully investing in stock and crypto assets for a number 

of years.  In reality, Ichioka’s investing activity had not performed as touted.  He further falsely 

claimed to investors that he was consistently able to earn the 10% returns he promised to investors 

every 30 business days.   

24. While Defendant claimed that he was “self-made,” he used investor money to 

create the appearance of success from his investing activity.  Investors were impressed with his 

appearance of success and noted his luxury cars, fancy watches, and penthouse apartment. 

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25. On December 26, 2019, over six months after starting Ichioka Ventures, Defendant 

admitted in a text message to his employee that his fund “hasn’t made any money since we 

started,” and acknowledged that “the reality is I can’t keep the fund open if we’re not making 

money.”  However, Ichioka continued fundraising under false pretenses of success, and on the 

following day, December 27, 2019, texted “I’m getting a lot of investors this coming two weeks. 

Few M.”  

26. Ichioka’s crypto asset and other investing activity for his fund never provided the 

promised 10% return every 30 business days. 

2. False Statements Regarding Investment Risk and Other Deceptive Conduct 

27. Ichioka also made other false and misleading statements to downplay the risk of 

investing in his fund.  Many investors understood from Defendant that there was little to no risk on 

their investment in that their principal was guaranteed.  

28. Ichioka led investors who purchased promissory notes from Ichioka Ventures to 

believe that they could withdraw their principal and interest at any time.  The promissory note 

terms included a right to demand repayment at the end of the 30 business-day period, and the 

Ichioka Ventures website included a “withdraw” option for investors to request money back.  

However, Defendant was at times unable to honor such requests, and many investors experienced 

delays in receiving repayment.  Repayment of investor principal and interest by Defendant was 

often only possible through payments using new investor money.  

29. To conceal this fraud, Ichioka continued to post false 10% returns every 30 

business days to investors’ accounts that were viewable through the Ichioka Ventures website.  

Investors relied on these accounts as a representation of their income earned, and many investors 

reinvested or wired Defendant additional funds based on the belief that their investments were 

performing as promised.   

30. Defendant also sent investors falsified documents showing inflated asset balances 

to create an appearance of successful investments.  For example, Defendant sent one investor a 

doctored bank account statement to show a substantially higher account balance and a doctored 

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screenshot of an account at a crypto asset trading platform to similarly show a crypto asset balance 

significantly in excess of the actual value of crypto assets held in the account.   

31. Defendant’s misrepresentations described in Paragraph Nos. 23-30 above were 

material to persons who invested with Defendant and through Ichioka Ventures.  

C.  Misappropriation of Fund Assets 

32. Defendant misappropriated investor funds invested with Ichioka Ventures for 

personal use.   

33. During the period from mid-2019 through 2021, Ichioka spent millions of dollars 

on apartment rentals, luxury cars, high-end watches and jewelry, and on other personal expenses 

such as meals, entertainment, clothing, and travel.  Ichioka used investor money to help pay for 

these personal expenses.   

34. Ichioka also gambled and lost significant amounts of investor funds. 

35. Defendant knew, or was reckless or negligent in not knowing, that he was 

misappropriating investor funds.  

36. The misappropriations described in Paragraph Nos. 32-35 above were material to 

persons who invested with Defendant and through Ichioka Ventures.   

FIRST CLAIM FOR RELIEF 

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

37. The Commission re-alleges and incorporates by reference Paragraph Nos. 1 

through 36. 

38. Defendant, by engaging in the conduct described above, directly or indirectly, in 

connection with the purchase or sale of securities, by use of means or instrumentalities of interstate 

commerce, or of the mails, with scienter: 

a. Employed devices, schemes, or artifices to defraud; 

b. Made untrue statements of material facts or omitted to state material facts 

necessary in order to make the statements made, in the light of the 

circumstances under which they were made, not misleading; and 

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c. Engaged in acts, practices, or courses of business which operated or would 

operate as a fraud or deceit upon other persons, including purchasers of 

securities. 

39. By reason of the foregoing, Defendant 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 

Violations of Section 17(a) of the Securities Act 

40. The Commission re-alleges and incorporates by reference Paragraph Nos. 1 

through 36. 

41. Defendant, by engaging in the conduct described above, directly or indirectly, in 

the offer or sale of securities, by use of the means of instruments of transportation or 

communication in interstate commerce or by use of the mails:  

a. with scienter, employed devices, schemes, or artifices to defraud;  

b. obtained money or property by means of untrue statements of material fact 

or by omitting to state a material fact necessary in order to make the 

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

made, not misleading; and  

c. engaged in transactions, practices, or courses of business which operated or 

would operate as a fraud or deceit upon purchasers.  

42. By reason of the foregoing, Defendant violated, and unless restrained and enjoined 

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

THIRD CLAIM FOR RELIEF 

Violations of Sections 206(1) and 206(2) of the Advisers Act 

43. The Commission re-alleges and incorporates by reference Paragraph Nos. 1 

through 36. 

44. At all relevant times, Defendant was an “investment adviser” within the meaning of 

Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)].  Defendant was in the business 

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COMPLAINT 
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of providing investment advice concerning securities for compensation and was also an investment 

adviser due his management and control of Ichioka Ventures. 

45. As set forth above, Defendant, by use of the mails or any means or instrumentality 

of interstate commerce, directly or indirectly:  (a) acting intentionally, knowingly, or recklessly, 

employed devices, schemes, or artifices to defraud clients and/or potential clients; or (b) engaged 

in transactions, practices, or courses of business which operate as a fraud or deceit upon a client or 

prospective client. 

46. By reason of the foregoing, Defendant directly or indirectly violated, and unless 

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

[15 U.S.C. §§ 80b-6(1) and 80b-6(2)]. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that the Court: 

I. 

Permanently enjoin Defendant from directly or indirectly violating Section 10(b) of the 

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

17(a) of the Securities Act [15 U.S.C. § 77q(a)], and Sections 206(1) and 206(2) of the Advisers 

Act [15 U.S.C. §§ 80b-6(1) and 80b-6(2)]. 

II. 

Permanently enjoin Defendant from directly or indirectly, including, but not limited to, 

through any entity owned or controlled by him, participating in the issuance, purchase, offer, or 

sale of any securities, provided however, that such injunction shall not prevent him from 

purchasing or selling securities for his own personal account. 

III. 

Issue an order barring Defendant from serving as an officer or director of any company that 

has a class of securities registered with the Commission pursuant to Section 12 of the Exchange 

Act [15 U.S.C. § 78l].  

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COMPLAINT 
SEC v. WILLIAM K. ICHIOKA -9-

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IV. 

Issue an order requiring Defendant to disgorge all ill-gotten gains or unjust enrichment 

derived from the activities set forth in this Complaint, together with prejudgment interest thereon.  

V. 

Issue an order requiring Defendant to pay a civil monetary penalty pursuant to Section 

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

VI. 

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. 

VII. 

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

Dated:  June 22, 2023 Respectfully submitted, 

  /s/  Erin E. Wilk 
Erin E. Wilk 
Attorney for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 

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