Pursuant to the stipulation of the parties [Dkt. # 70] jointly proposing the terms of a consent

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
____________________________________
)
SECURITIES AND EXHANGE )
COMMISSION, )
)
Plaintiff, )
)
v. ) Civil Action No. 23-1599 (ABJ)
)
BINANCE HOLDINGS LIMITED, et al.,    )
)
Defendants. )
____________________________________)

CONSENT ORDER
Pursuant to the stipulation of the parties [Dkt. # 70] jointly proposing the terms of a consent
decree governing the conduct of the parties pending the resolution of this case on the merits, and
subject to the protective order to be entered in this case, it is hereby ORDERED:
I.
On or before the date the Court issues this Consent Order, the Stipulating Defendants shall
repatriate to the United States, transfer to BAM Trading, and confirm that BAM Trading maintains
possession, custody and control in the United States of all fiat currency and crypto assets that are
deposited, held, traded, or accrued by customers, including affiliated and non- affiliated liquidity
providers (hereinafter referred to as “Customers”) on the crypto trading platform commonly known
as  “Binance.US”  or otherwise  held  for the  benefit  of BAM  Trading  or  BAM  Management
Customers, including, but not limited to, those assets associated with BAM Trading’s staking-as-
a-  service program, “Private and Administrative Keys,” (which are defined as such keys and any
portion  or  copy  thereof,  any  devices,  hardware,  and/or  software  managing such  keys and  any
portion  or  copy thereof),  the ledger  device described  in  the SEC’s  memorandum  of  law

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[Dkt. # 8-2]  ,  and  the  root  access  associated  with  the  Amazon  Web  Services  account(s)  for  the
Binance.US Platform), and any hardware crypto asset wallets (hereinafter referred to as “Customer
Fiat  Assets”  or  “Customer  Crypto  Assets”  and,  collectively, “Customer  Assets”),  except  as
otherwise specified in this Consent Order.  The term “Customer Assets” includes any New Private
and Administrative Keys as defined in II.2 of this Consent Order.  For the avoidance of doubt, U.S.-
based  personnel  for BAM  Trading and  BAM  Management  will  have  complete  control  over
Customer  Fiat  Assets  and  Customer  Crypto  Assets,  including  assets  associated  with  BAM
Trading’s staking-as-a-service program, all Private and Administrative Keys and New Private and
Administrative  Keys,  that  control  any  wallets,  staking operations, and/or  any  withdrawals,
transfers, or movement of assets, except as otherwise specified in this Consent Order.  Nothing in
this  paragraph  will prevent  BAM  Trading from  relying on  non-affiliated  third-party  custodians
located within the United States to provide custody and related services.
II.
IT  IS  FURTHER  ORDERED  that  on  or  before  the  date  the  Court  issues  this  Consent
Order, Stipulating Defendants will, through their officers and employees or a non-affiliated third
party  custodian  within  the  United  States,  ensure,  and  each  confirm  to  counsel  of  record  for  the
SEC,  that  BAM  Trading  and  BAM  Management  obtain  and  maintain  sole  possession,  custody,
and  control  of  all  Customer  Assets  and  can  transfer  them  solely  for  purposes  set  forth  in  this
Consent  Order,  and  subject  to  the  other  provisions  of  this  Consent  Order,  and  all  transfers  and
withdrawals of Customer Assets will solely be under the direction and control of BAM Trading
and  BAM  Management,  through  officers  and  employees  located  in  the  United  States,  or  a  non-
affiliated third party custodian located in the United States;

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1. IT IS FURTHER ORDERED that BAM Trading and BAM Management will not
provide possession, custody, or control over Customer Assets to any individual or entity, including
Binance, Zhao, and, with the exception of BAM Trading and BAM Management, any individual or
entity with any affiliation, agreement, or other relationship with Binance, Zhao, or any Zhao- owned
or -controlled  entity  (these  individuals  and  entities  collectively,  “Binance  Entities”).   BAM
Trading and  BAM  Management,  including their  officers  and  employees,  will  remove  and  not
designate  any  of  the  Binance  Entities  as  an  administrator,  account  holder  or  signatory  of,  or
otherwise  having  any  authority  to  transfer  or  withdraw  from,  any  account  or  wallet  holding
Customer  Assets,  without  first  obtaining leave of  the  Court. Further,  Stipulating  Defendants
including their employees or agents, will delete or destroy, and will ensure the Binance  Entities
delete or  destroy,  any  existing  copies  of  Private  and  Administrative  Keys and/or effect the
immediate dissolution of any existing formal or informal agreements (whether written or verbal)
for  the  control,  exercise  of  control,  or  transfer  of  Private  and  Administrative  Keys or Customer
Assets, that would facilitate or permit any transactions or actions contrary to this Consent Order’s
requirement that Customer Assets be held solely by BAM Trading and BAM Management in the
United States and may be transferred solely for the purposes set forth in this Consent Order. This
paragraph  does  not  limit  BAM  Trading’s  ability  to  provide  customers  other  than  the  Binance
Entities  with  possession,  custody,  or  control  over  their  own  Customer  Assets or  rely  on non-
affiliated  third-party  custodians  in the United  States  to  provide  custody  and  related  services  for
Customer Assets.
2. IT IS FURTHER ORDERED that within 14 days of entry of the Consent Order,
BAM  Trading  and  BAM  Management  will  begin  to  establish  new  wallets,  and  Stipulating
Defendants will begin to transfer all    Customer Crypto Assets to the new wallets with new private

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and administrative keys. These “New Private and Administrative Keys” (which are defined as such
keys and any portion or copy thereof, any devices and/or software managing such keys, and any
portion or copy thereof for the new wallets) will be in the sole possession, custody, and control of
BAM Trading officers and employees who are located in the United States. These New Private
and Administrative Keys, will not be provided to or in any way shared with the Binance Entities.
BAM Trading shall confer with counsel of record for the SEC regarding a reasonable timeline for
completing  this  work  and  will  provide  them  with  the  addresses  for  all  new  wallets  holding
Customer Assets, both hot and cold, and will identify the specific crypto asset(s) held within each
wallet.
3. IT IS FURTHER ORDERED that for the pendency of this litigation Defendants
BAM Management and BAM Trading may dispose, transfer, pledge, encumber, or assign assets
presently owned by BAM Management or BAM Trading, in whatever form such assets may exist
and wherever located, solely to make payments for expenses or to satisfy obligations incurred in
the  ordinary  course  of  business  as  set  forth  in  Docket  # 62  (“BAM  Ordinary  Course  Business
Expenses”)  and  for  no  other  purpose.  BAM  Trading  and  BAM  Management  may  not  in  any
circumstance make payments, incur any new obligations, or transfer any assets, to or for the benefit
of any of the Binance Entities or any individual or entity acting on behalf or for the benefit of any
such Binance Entity.
4. IT  IS  FURTHER  ORDERED  that,  during  the  pendency  of  this  action,  BAM
Trading and BAM Management shall provide, subject to a protective order entered in this case,
the SEC’s counsel of record with a  copy of its monthly report of BAM Ordinary Course Business
Expenses (substantially in the form set forth in Exhibit A in the mediation) that include the total
amount  spent,  a  breakdown  of  the  amounts  in  each  category  and  subcategory  enumerated  in

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Exhibit A, and any amounts aggregating in excess of $150,000 to foreign payees. The SEC may
seek  further  information  from  BAM  Management  and  BAM  Trading  concerning  the  monthly
BAM Ordinary Course Business Expenses information as set forth in Exhibit A.
5. IT IS FURTHER ORDERED that within 14 days of entry of the Consent Order,
Stipulating Defendants will ensure that “Private and Administrative Keys,” as defined in Section I
(page 2) of this Consent Order, and, upon creation, New Private and Administrative Keys, will be
in  the  sole  possession,  custody,  and  control  of  BAM  Trading  officers  and  employees  who  are
located in the United States, or by non-affiliated third-party custodians in the United States under
the direction and control of BAM Management and BAM Trading officers and employees located
in the United States.  The Private and Administrative Keys and New  Private  and  Administrative
Keys, will not be provided to or in any way shared with the Binance Entities.  BAM Trading will
keep current its list of hot and cold wallets and make that list available to counsel of record for the
SEC upon request.
6. IT  IS  FURTHER  ORDERED  that  BAM  Trading  may  continue  to  transfer
Customer Assets to external wallets or accounts solely at  the direction of the beneficial owners of
such Customer Assets or to support redemptions or transfers directed by such customers subject
to the prohibition above that BAM Trading and BAM Management, including their officers and
employees, may not in any circumstance transfer Customer Assets to or for the benefit of any of
the Binance Entities.  Notwithstanding the foregoing and subject to BAM Trading’s inclusion of
the details of any such redemptions in or alongside its monthly report of BAM Ordinary Course
Business Expenses and subject to a protective order entered in this case, BAM Trading may support
redemptions  of  Customer  Assets belonging personally to  U.S.-based  employees  of  Binance
Entities.

6

7. IT  IS  FURTHER  ORDERED  that  BAM  Trading  may  transfer  custody  of
Customer  Crypto  Assets  deposited,  held,  traded,  staked,  or  accrued  through  BAM  Trading’s
staking-as-a-service  program  (“Staking  Assets”)  to  custodians  BitGO  or  Aegis  provided  the
following criteria are met:
a. the  control  of  Staking  Assets  in  these  wallets,  including,  but  not  limited  to,
Private and Administrative Keys and New Private and Administrative Keys, are
maintained and directed solely by BAM Trading officers and employees located
in the United States or by BitGO and Aegis;
b. if BAM Trading holds the Private and Administrative Keys or New Private and
Administrative Keys for these wallets, custody and control of these keys is held
in the United States by BAM Trading personnel located in the United States; and
c. all    transfers and withdrawals require the approval of both BAM Trading and, as
necessary, BitGO and Aegis.
d. The  Binance  Entities  shall  not  have  possession,  custody,  or  control  of  these
Staking  Assets,  including,  but  not  limited  to,  any  authority,  formally  or
informally, directly or indirectly, to control, transfer, or withdraw, these Staking
Assets.
III.
IT  IS  FURTHER  ORDERED  that  Stipulating  Defendants,  their  directors,  officers,
agents, servants, employees, attorneys, depositories, banks, and those persons in active concert or
participation with any one or more of them, and each of them, be and they hereby are restrained
and enjoined from, directly or indirectly, destroying, mutilating, concealing, altering, disposing of,
or   otherwise   rendering   illegible   in   any   manner,   any   of   the   books,   records,   documents,

7

correspondence, brochures, manuals, papers, ledgers, accounts, statements, obligations, files and
other  property  of  or  pertaining  to  Stipulating  Defendants  relevant  to  the  subject  matter  of  this
action, wherever located and in whatever form, electronic or otherwise, until further Order of this
Court or as required in Section II.1.
IV.
IT IS FURTHER ORDERED that, on or before 20 days from the date the Court enters
this Consent Order, the Stipulating Defendants, to the best of their knowledge and ability, provide
counsel for the SEC with a preliminary list of:
1. accounts and wallets holding Customer Fiat, Customer Crypto Assets, and funds or
assets of either BAM entity, and the value of the Customer Fiat, Customer Crypto
Assets, and funds or assets held; and
2. customers of the Binance.US trading platforms and related services, and the balance
of  Customer Assets associated  with  each  customer’s  Binance.US  account  and/or
Binance.US wallet.
IT IS FURTHER ORDERED that, on or before 20 days from the date the Court enters
this Consent Order, Binance will provide counsel for the SEC with details about the users on the
Binance.com  platform  previously  reflected  in  the  aggregate  U.S.  KYC  and  potential  U.S.  non-
KYC trading datasets produced to the SEC on December 6, 2021 and August 18, 2022 reflecting
U.S.  KYC  users  who  engaged  in  transactions  on  Binance.com  beginning  on  June  1,  2019  and
ending  in  September  2021  and  potential  U.S.  non-KYC  users  who  engaged  in  transactions  on
Binance.com beginning on June 1, 2019 and ending on January 19, 2022. To the extent such users
remain on the Binance.com platform, Binance will provide counsel for the SEC with details of their
restricted account balances.

8

IT IS FURTHER ORDERED that, on or before 45 days from the date the Court issues
this Consent Order, each of the Stipulating Defendants shall serve upon the Commission a verified
written accounting, which the Stipulating Defendants must sign, including through an officer for
each entity authorized to sign on behalf of and bind the entity Defendants, under penalty of perjury,
providing the following information;
1. Each  account  or  wallet  holding  Customer  Assets  or  assets  of  either  BAM
Management  or  BAM  Trading  (“BAM  Entity”),  regardless  of  the  account  or  wallet  holder  or
signatory, and/or maintained in any BAM Entity’s name, held by any BAM Entity or for any BAM
Entity’s direct or indirect beneficial interest, or over which any BAM Entity exercised any direct
or indirect control from December 1, 2022, through the date of the accounting, including the name
of the financial institution, exchange, or other entity or individual holding such account or wallet,
name and the account number, and the wallet address; and
2. All assets, funds, crypto assets, securities, or other property, real or personal, within
each  BAM  Entity’s  possession,  custody,  or  control,  that  is  valued  greater  than  $1,000,  that was
transferred to or for the benefit of any Defendant or any Binance Entity from December 1, 2022, to
the date of the accounting, including a description of each transfer and what was transferred, the
value  of  the  transfer,  the  name of  the  recipient,  the  date of  the  transfer,  and the  reason  for  the
transfer;
V.
IT IS FURTHER ORDERED THAT, commencing with the time and date of this Order,
in lieu of the time periods and notice provisions of Rules 26, 30, 33, 34, 36 and 45 of the Federal
Rules of Civil Procedure, discovery shall proceed as follows, subject to a protective order entered
in this case:

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1. For the next 90 days, the SEC may conduct expedited discovery of the Stipulating
Defendants  (including  their  personnel)  and  of  the  BAM  Entities’  third-party auditors  and
custodians of assets concerning Customer Assets and their possession, custody, control, transfer or
movement,  security,  segregation,  availability,  and  any  encumbrances  or  limitations  that  would
make them unavailable for transfer or withdrawal by customers, including, but not limited to type,
identity,  location,  value,  custody,  control,  restrictions,  and  whether  there  are  sufficient  assets to
satisfy customer liabilities or meet customer claims for Customer Assets held on their behalf. Such
expedited  discovery shall  not  commence against  Binance,  Binance  personnel,  and  Zhao for 45
days. This  limited  expedited  discovery pertaining to  the  Customer  Assets shall  not  be  counted
against any discovery limits imposed under the Federal Rules of Civil Procedure;
2. Pursuant  to  Rule  30(a)  of  the  Federal  Rules  of  Civil Procedure  and  to  the  time
periods set forth in paragraph 1 above, the SEC may take depositions of the Stipulating Defendants
(including their personnel) and of the BAM Entities’ third-party auditors and custodians of assets
who are involved in or otherwise knowledgeable about asset clearing, custody, and control, and
software development and operational tasks associated with asset clearing, custody, and control,
regarding  the  Customer  Assets,  and  their  possession,  custody,  control,  transfer,  movement,
security,  segregation,  availability,  and  any  encumbrances  or  limitations  that  would  make  them
unavailable for transfer or withdrawal by customers, including, but not limited to type, identity,
location,  value,  custody,  control,  restrictions,  and  whether  there  are  sufficient  assets  to  satisfy
customer liabilities or meet customer claims for Customer Assets held on their behalf upon oral
examination on 10 calendar days’ notice of any such deposition. As to such personnel, the SEC
may depose such witnesses after serving a deposition notice by email, hand, or overnight courier
upon such individuals, and without serving a subpoena on such witness.  If the Stipulating Parties

10

agree to  conduct  any  depositions  virtually,  and  the  oath  of  the  deponent  may  be  administered
remotely by the court reporter, through audio-video means, and this oath shall have the same effect
as  if  given  in  the  physical  presence  of  the  deponent. Subject  to  compliance  with  all  laws,
depositions  of  persons  located  outside  the  United  States  shall  presumptively be  conducted
remotely,  provided such  persons  are  located  in, or  will travel  to, a  location  where  voluntary
depositions  and  testimony  under  penalty  of  perjury  pursuant  to  the  Federal  Rules  of  Civil
Procedure are permitted;
3. Pursuant  to  Rule  33(a)  of  the  Federal  Rules  of  Civil  Procedure  and  to  the  time
periods set forth in paragraph 1 above, the Stipulating Defendants shall answer any interrogatories
served  by  the  SEC  regarding  Customer  Assets  and  their  possession,  custody,  control, transfer,
movement, security,  segregation,  availability,  and  any  encumbrances  or limitations that would
make them unavailable for transfer or withdrawal by customers, including, but not limited to type,
identity,  location,  value,  custody,  control,  restrictions,  and  whether  there  are  sufficient  assets  to
satisfy customer liabilities or meet customer claims for Customer Assets held on their behalf, within
20 calendar days of service of such interrogatories;
4. Pursuant  to  Rule  34(b)  of  the  Federal  Rules  of  Civil  Procedure  and  to  the  time
periods  set  forth  in  paragraph  1  above,  the  Stipulating  Defendants  shall  produce  all  documents
requested  by  the  SEC  regarding  the  Customer  Assets  and  their  possession,  custody,  control,
transfer, movement, security, segregation, availability, and any encumbrances or limitations that
would make them unavailable for transfer or withdrawal by customers, including, but not limited to
type, identity, location, value, custody, control, restrictions, and whether there are sufficient assets
to satisfy customer liabilities or meet customer claims for Customer Assets held on their behalf
within  10  calendar  days  of  service  of  such  request,  with  production  of  the  documents  made to

11

counsel of record for the SEC or such other person or place as counsel for the SEC may direct in
writing; and
5. All written responses to the SEC’s requests for discovery under the Federal Rules
of Civil Procedure shall be delivered electronically, or such other place and person as counsel for
the SEC may direct in writing.
VI.
IT  IS  FURTHER  ORDERED  THAT  for  purposes  of  this  action  only  Stipulating
Defendants have agreed to waive service of the Summons and Complaint pursuant to Federal Rule
of Civil Procedure 4(d) and to accept service through counsel of record of any further filing or other
process in this case.
VII.
IT IS FURTHER ORDERED THAT nothing in this Consent Order shall otherwise alter
the rights, obligations, or duties of the Stipulating Defendants or the SEC.  Nothing in this Consent
Order shall be construed as affecting any party’s rights to assert any claims or defenses, to constitute
a waiver of any party’s right to a trial by jury, as precluding the parties from objecting to the scope
or nature of any discovery sought, or seeking to modify, on consent or by order of the Court, any of
the deadlines or orders set forth in this Order.  Further, nothing in this Order shall be construed as
an explicit or implicit agreement or endorsement by the Commission  that the  business  of  BAM
Management and BAM Trading may continue or is otherwise lawful, nor as a concession by the
Stipulating Defendants that their actions were in any way improper or unlawful.
VIII.
IT  IS  FURTHER  ORDERED  THAT  this  Court  shall  retain  jurisdiction  over  the
Stipulating Defendants in order to modify, impose, implement, carry out, and enforce the terms of
this Consent Order.

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IX.
The Stipulating Parties retain the right to seek additional relief, or relief from this Consent
Order, as available under the Federal Rules of Civil Procedure and applicable law, including but
not limited to Binance’s and Zhao’s ability to contest jurisdiction other than jurisdiction to impose,
implement, carry out, and enforce this Consent Order.
X.
IT IS FURTHER ORDERED THAT this Order binds the following who receive actual
notice of this Stipulation and Consent Order by personal service or otherwise: (a) each Stipulating
Defendant’s  officers,  agents,  servants,  employees, and  attorneys; (b)  other  persons in  active
concert or participation with Stipulating Defendants or with anyone described in (a).
SO ORDERED.

AMY BERMAN JACKSON
United States District Judge

DATE:  June 17, 2023

UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF COLUMBIA 

____________________________________ 
) 

SECURITIES AND EXHANGE ) 
COMMISSION, ) 

) 
Plaintiff, ) 

)  
v. ) Civil Action No. 23-1599 (ABJ) 

) 
BINANCE HOLDINGS LIMITED, et al., ) 

) 
Defendants. ) 

____________________________________) 
 

CONSENT ORDER  

Pursuant to the stipulation of the parties [Dkt. # 70] jointly proposing the terms of a consent 

decree governing the conduct of the parties pending the resolution of this case on the merits, and 

subject to the protective order to be entered in this case, it is hereby ORDERED:  

I. 

On or before the date the Court issues this Consent Order, the Stipulating Defendants shall 

repatriate to the United States, transfer to BAM Trading, and confirm that BAM Trading maintains 

possession, custody and control in the United States of all fiat currency and crypto assets that are 

deposited, held, traded, or accrued by customers, including affiliated and non- affiliated liquidity 

providers (hereinafter referred to as “Customers”) on the crypto trading platform commonly known 

as “Binance.US” or otherwise held for the benefit of BAM Trading or BAM Management 

Customers, including, but not limited to, those assets associated with BAM Trading’s staking-as-

a-service program, “Private and Administrative Keys,” (which are defined as such keys and any 

portion or copy thereof, any devices, hardware, and/or software managing such keys and any 

portion or copy thereof), the ledger device described in the SEC’s memorandum of law 

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2 

 

[Dkt. # 8-2], and the root access associated with the Amazon Web Services account(s) for the 

Binance.US Platform), and any hardware crypto asset wallets (hereinafter referred to as “Customer 

Fiat Assets” or “Customer Crypto Assets” and, collectively, “Customer Assets”), except as 

otherwise specified in this Consent Order. The term “Customer Assets” includes any New Private 

and Administrative Keys as defined in II.2 of this Consent Order. For the avoidance of doubt, U.S.-

based personnel for BAM Trading and BAM Management will have complete control over 

Customer Fiat Assets and Customer Crypto Assets, including assets associated with BAM 

Trading’s staking-as-a-service program, all Private and Administrative Keys and New Private and 

Administrative Keys, that control any wallets, staking operations, and/or any withdrawals, 

transfers, or movement of assets, except as otherwise specified in this Consent Order. Nothing in 

this paragraph will prevent BAM Trading from relying on non-affiliated third-party custodians 

located within the United States to provide custody and related services. 

II. 

IT IS FURTHER ORDERED that on or before the date the Court issues this Consent 

Order, Stipulating Defendants will, through their officers and employees or a non-affiliated third 

party custodian within the United States, ensure, and each confirm to counsel of record for the 

SEC, that BAM Trading and BAM Management obtain and maintain sole possession, custody, 

and control of all Customer Assets and can transfer them solely for purposes set forth in this 

Consent Order, and subject to the other provisions of this Consent Order, and all transfers and 

withdrawals of Customer Assets will solely be under the direction and control of BAM Trading 

and BAM Management, through officers and employees located in the United States, or a non- 

affiliated third party custodian located in the United States; 

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3 

 

1. IT IS FURTHER ORDERED that BAM Trading and BAM Management will not 

provide possession, custody, or control over Customer Assets to any individual or entity, including 

Binance, Zhao, and, with the exception of BAM Trading and BAM Management, any individual or 

entity with any affiliation, agreement, or other relationship with Binance, Zhao, or any Zhao- owned 

or -controlled entity (these individuals and entities collectively, “Binance Entities”). BAM 

Trading and BAM Management, including their officers and employees, will remove and not 

designate any of the Binance Entities as an administrator, account holder or signatory of, or 

otherwise having any authority to transfer or withdraw from, any account or wallet holding 

Customer Assets, without first obtaining leave of the Court. Further, Stipulating Defendants 

including their employees or agents, will delete or destroy, and will ensure the Binance Entities 

delete or destroy, any existing copies of Private and Administrative Keys and/or effect the 

immediate dissolution of any existing formal or informal agreements (whether written or verbal) 

for the control, exercise of control, or transfer of Private and Administrative Keys or Customer 

Assets, that would facilitate or permit any transactions or actions contrary to this Consent Order’s 

requirement that Customer Assets be held solely by BAM Trading and BAM Management in the 

United States and may be transferred solely for the purposes set forth in this Consent Order. This 

paragraph does not limit BAM Trading’s ability to provide customers other than the Binance 

Entities with possession, custody, or control over their own Customer Assets or rely on non-

affiliated third-party custodians in the United States to provide custody and related services for 

Customer Assets. 

2. IT IS FURTHER ORDERED that within 14 days of entry of the Consent Order, 

BAM Trading and BAM Management will begin to establish new wallets, and Stipulating 

Defendants will begin to transfer all Customer Crypto Assets to the new wallets with new private 

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4 

 

and administrative keys. These “New Private and Administrative Keys” (which are defined as such 

keys and any portion or copy thereof, any devices and/or software managing such keys, and any 

portion or copy thereof for the new wallets) will be in the sole possession, custody, and control of 

BAM Trading officers and employees who are located in the United States. These New Private 

and Administrative Keys, will not be provided to or in any way shared with the Binance Entities. 

BAM Trading shall confer with counsel of record for the SEC regarding a reasonable timeline for 

completing this work and will provide them with the addresses for all new wallets holding 

Customer Assets, both hot and cold, and will identify the specific crypto asset(s) held within each 

wallet. 

3. IT IS FURTHER ORDERED that for the pendency of this litigation Defendants 

BAM Management and BAM Trading may dispose, transfer, pledge, encumber, or assign assets 

presently owned by BAM Management or BAM Trading, in whatever form such assets may exist 

and wherever located, solely to make payments for expenses or to satisfy obligations incurred in 

the ordinary course of business as set forth in Docket # 62 (“BAM Ordinary Course Business 

Expenses”) and for no other purpose. BAM Trading and BAM Management may not in any 

circumstance make payments, incur any new obligations, or transfer any assets, to or for the benefit 

of any of the Binance Entities or any individual or entity acting on behalf or for the benefit of any 

such Binance Entity. 

4. IT IS FURTHER ORDERED that, during the pendency of this action, BAM 

Trading and BAM Management shall provide, subject to a protective order entered in this case, 

the SEC’s counsel of record with a copy of its monthly report of BAM Ordinary Course Business 

Expenses (substantially in the form set forth in Exhibit A in the mediation) that include the total 

amount spent, a breakdown of the amounts in each category and subcategory enumerated in 

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5 

 

Exhibit A, and any amounts aggregating in excess of $150,000 to foreign payees. The SEC may 

seek further information from BAM Management and BAM Trading concerning the monthly 

BAM Ordinary Course Business Expenses information as set forth in Exhibit A. 

5. IT IS FURTHER ORDERED that within 14 days of entry of the Consent Order, 

Stipulating Defendants will ensure that “Private and Administrative Keys,” as defined in Section I 

(page 2) of this Consent Order, and, upon creation, New Private and Administrative Keys, will be 

in the sole possession, custody, and control of BAM Trading officers and employees who are 

located in the United States, or by non-affiliated third-party custodians in the United States under 

the direction and control of BAM Management and BAM Trading officers and employees located 

in the United States. The Private and Administrative Keys and New Private and Administrative 

Keys, will not be provided to or in any way shared with the Binance Entities. BAM Trading will 

keep current its list of hot and cold wallets and make that list available to counsel of record for the 

SEC upon request. 

6. IT IS FURTHER ORDERED that BAM Trading may continue to transfer 

Customer Assets to external wallets or accounts solely at the direction of the beneficial owners of 

such Customer Assets or to support redemptions or transfers directed by such customers subject 

to the prohibition above that BAM Trading and BAM Management, including their officers and 

employees, may not in any circumstance transfer Customer Assets to or for the benefit of any of 

the Binance Entities. Notwithstanding the foregoing and subject to BAM Trading’s inclusion of 

the details of any such redemptions in or alongside its monthly report of BAM Ordinary Course 

Business Expenses and subject to a protective order entered in this case, BAM Trading may support 

redemptions of Customer Assets belonging personally to U.S.-based employees of Binance 

Entities. 

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7. IT IS FURTHER ORDERED that BAM Trading may transfer custody of 

Customer Crypto Assets deposited, held, traded, staked, or accrued through BAM Trading’s 

staking-as-a-service program (“Staking Assets”) to custodians BitGO or Aegis provided the 

following criteria are met: 

a. the control of Staking Assets in these wallets, including, but not limited to, 

Private and Administrative Keys and New Private and Administrative Keys, are 

maintained and directed solely by BAM Trading officers and employees located 

in the United States or by BitGO and Aegis; 

b. if BAM Trading holds the Private and Administrative Keys or New Private and 

Administrative Keys for these wallets, custody and control of these keys is held 

in the United States by BAM Trading personnel located in the United States; and 

c. all transfers and withdrawals require the approval of both BAM Trading and, as 

necessary, BitGO and Aegis. 

d. The Binance Entities shall not have possession, custody, or control of these 

Staking Assets, including, but not limited to, any authority, formally or 

informally, directly or indirectly, to control, transfer, or withdraw, these Staking 

Assets. 

III. 

IT IS FURTHER ORDERED that Stipulating Defendants, their directors, officers, 

agents, servants, employees, attorneys, depositories, banks, and those persons in active concert or 

participation with any one or more of them, and each of them, be and they hereby are restrained 

and enjoined from, directly or indirectly, destroying, mutilating, concealing, altering, disposing of, 

or otherwise rendering illegible in any manner, any of the books, records, documents, 

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correspondence, brochures, manuals, papers, ledgers, accounts, statements, obligations, files and 

other property of or pertaining to Stipulating Defendants relevant to the subject matter of this 

action, wherever located and in whatever form, electronic or otherwise, until further Order of this 

Court or as required in Section II.1. 

IV. 

IT IS FURTHER ORDERED that, on or before 20 days from the date the Court enters 

this Consent Order, the Stipulating Defendants, to the best of their knowledge and ability, provide 

counsel for the SEC with a preliminary list of: 

1. accounts and wallets holding Customer Fiat, Customer Crypto Assets, and funds or 

assets of either BAM entity, and the value of the Customer Fiat, Customer Crypto 

Assets, and funds or assets held; and  

2. customers of the Binance.US trading platforms and related services, and the balance 

of Customer Assets associated with each customer’s Binance.US account and/or 

Binance.US wallet. 

IT IS FURTHER ORDERED that, on or before 20 days from the date the Court enters 

this Consent Order, Binance will provide counsel for the SEC with details about the users on the 

Binance.com platform previously reflected in the aggregate U.S. KYC and potential U.S. non-

KYC trading datasets produced to the SEC on December 6, 2021 and August 18, 2022 reflecting 

U.S. KYC users who engaged in transactions on Binance.com beginning on June 1, 2019 and 

ending in September 2021 and potential U.S. non-KYC users who engaged in transactions on 

Binance.com beginning on June 1, 2019 and ending on January 19, 2022. To the extent such users 

remain on the Binance.com platform, Binance will provide counsel for the SEC with details of their 

restricted account balances. 

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IT IS FURTHER ORDERED that, on or before 45 days from the date the Court issues 

this Consent Order, each of the Stipulating Defendants shall serve upon the Commission a verified 

written accounting, which the Stipulating Defendants must sign, including through an officer for 

each entity authorized to sign on behalf of and bind the entity Defendants, under penalty of perjury, 

providing the following information; 

1. Each account or wallet holding Customer Assets or assets of either BAM 

Management or BAM Trading (“BAM Entity”), regardless of the account or wallet holder or 

signatory, and/or maintained in any BAM Entity’s name, held by any BAM Entity or for any BAM 

Entity’s direct or indirect beneficial interest, or over which any BAM Entity exercised any direct 

or indirect control from December 1, 2022, through the date of the accounting, including the name 

of the financial institution, exchange, or other entity or individual holding such account or wallet, 

name and the account number, and the wallet address; and 

2. All assets, funds, crypto assets, securities, or other property, real or personal, within 

each BAM Entity’s possession, custody, or control, that is valued greater than $1,000, that was 

transferred to or for the benefit of any Defendant or any Binance Entity from December 1, 2022, to 

the date of the accounting, including a description of each transfer and what was transferred, the 

value of the transfer, the name of the recipient, the date of the transfer, and the reason for the 

transfer; 

V. 

IT IS FURTHER ORDERED THAT, commencing with the time and date of this Order, 

in lieu of the time periods and notice provisions of Rules 26, 30, 33, 34, 36 and 45 of the Federal 

Rules of Civil Procedure, discovery shall proceed as follows, subject to a protective order entered 

in this case: 

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1. For the next 90 days, the SEC may conduct expedited discovery of the Stipulating 

Defendants (including their personnel) and of the BAM Entities’ third-party auditors and 

custodians of assets concerning Customer Assets and their possession, custody, control, transfer or 

movement, security, segregation, availability, and any encumbrances or limitations that would 

make them unavailable for transfer or withdrawal by customers, including, but not limited to type, 

identity, location, value, custody, control, restrictions, and whether there are sufficient assets to 

satisfy customer liabilities or meet customer claims for Customer Assets held on their behalf. Such 

expedited discovery shall not commence against Binance, Binance personnel, and Zhao for 45 

days. This limited expedited discovery pertaining to the Customer Assets shall not be counted 

against any discovery limits imposed under the Federal Rules of Civil Procedure; 

2. Pursuant to Rule 30(a) of the Federal Rules of Civil Procedure and to the time 

periods set forth in paragraph 1 above, the SEC may take depositions of the Stipulating Defendants 

(including their personnel) and of the BAM Entities’ third-party auditors and custodians of assets 

who are involved in or otherwise knowledgeable about asset clearing, custody, and control, and 

software development and operational tasks associated with asset clearing, custody, and control, 

regarding the Customer Assets, and their possession, custody, control, transfer, movement, 

security, segregation, availability, and any encumbrances or limitations that would make them 

unavailable for transfer or withdrawal by customers, including, but not limited to type, identity, 

location, value, custody, control, restrictions, and whether there are sufficient assets to satisfy 

customer liabilities or meet customer claims for Customer Assets held on their behalf upon oral 

examination on 10 calendar days’ notice of any such deposition. As to such personnel, the SEC 

may depose such witnesses after serving a deposition notice by email, hand, or overnight courier 

upon such individuals, and without serving a subpoena on such witness. If the Stipulating Parties 

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agree to conduct any depositions virtually, and the oath of the deponent may be administered 

remotely by the court reporter, through audio-video means, and this oath shall have the same effect 

as if given in the physical presence of the deponent. Subject to compliance with all laws, 

depositions of persons located outside the United States shall presumptively be conducted 

remotely, provided such persons are located in, or will travel to, a location where voluntary 

depositions and testimony under penalty of perjury pursuant to the Federal Rules of Civil 

Procedure are permitted; 

3. Pursuant to Rule 33(a) of the Federal Rules of Civil Procedure and to the time 

periods set forth in paragraph 1 above, the Stipulating Defendants shall answer any interrogatories 

served by the SEC regarding Customer Assets and their possession, custody, control, transfer, 

movement, security, segregation, availability, and any encumbrances or limitations that would 

make them unavailable for transfer or withdrawal by customers, including, but not limited to type, 

identity, location, value, custody, control, restrictions, and whether there are sufficient assets to 

satisfy customer liabilities or meet customer claims for Customer Assets held on their behalf, within 

20 calendar days of service of such interrogatories; 

4. Pursuant to Rule 34(b) of the Federal Rules of Civil Procedure and to the time 

periods set forth in paragraph 1 above, the Stipulating Defendants shall produce all documents 

requested by the SEC regarding the Customer Assets and their possession, custody, control, 

transfer, movement, security, segregation, availability, and any encumbrances or limitations that 

would make them unavailable for transfer or withdrawal by customers, including, but not limited to 

type, identity, location, value, custody, control, restrictions, and whether there are sufficient assets 

to satisfy customer liabilities or meet customer claims for Customer Assets held on their behalf 

within 10 calendar days of service of such request, with production of the documents made to 

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counsel of record for the SEC or such other person or place as counsel for the SEC may direct in 

writing; and 

5. All written responses to the SEC’s requests for discovery under the Federal Rules 

of Civil Procedure shall be delivered electronically, or such other place and person as counsel for 

the SEC may direct in writing. 

VI. 

IT IS FURTHER ORDERED THAT for purposes of this action only Stipulating 

Defendants have agreed to waive service of the Summons and Complaint pursuant to Federal Rule 

of Civil Procedure 4(d) and to accept service through counsel of record of any further filing or other 

process in this case. 

VII. 

IT IS FURTHER ORDERED THAT nothing in this Consent Order shall otherwise alter 

the rights, obligations, or duties of the Stipulating Defendants or the SEC. Nothing in this Consent 

Order shall be construed as affecting any party’s rights to assert any claims or defenses, to constitute 

a waiver of any party’s right to a trial by jury, as precluding the parties from objecting to the scope 

or nature of any discovery sought, or seeking to modify, on consent or by order of the Court, any of 

the deadlines or orders set forth in this Order. Further, nothing in this Order shall be construed as 

an explicit or implicit agreement or endorsement by the Commission that the business of BAM 

Management and BAM Trading may continue or is otherwise lawful, nor as a concession by the 

Stipulating Defendants that their actions were in any way improper or unlawful. 

VIII. 

IT IS FURTHER ORDERED THAT this Court shall retain jurisdiction over the 

Stipulating Defendants in order to modify, impose, implement, carry out, and enforce the terms of 

this Consent Order. 

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IX. 

The Stipulating Parties retain the right to seek additional relief, or relief from this Consent 

Order, as available under the Federal Rules of Civil Procedure and applicable law, including but 

not limited to Binance’s and Zhao’s ability to contest jurisdiction other than jurisdiction to impose, 

implement, carry out, and enforce this Consent Order. 

X. 

IT IS FURTHER ORDERED THAT this Order binds the following who receive actual 

notice of this Stipulation and Consent Order by personal service or otherwise: (a) each Stipulating 

Defendant’s officers, agents, servants, employees, and attorneys; (b) other persons in active 

concert or participation with Stipulating Defendants or with anyone described in (a). 

SO ORDERED. 

 

 

AMY BERMAN JACKSON 
United States District Judge 

 

DATE:  June 17, 2023 

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