SEC v. Yida Gao; and Shima Capital Management LLC, No. LR-26430, Northern District of California (Dec. 3, 2025) — Press Release

U.S. SECURITIES AND EXCHANGE COMMISSIONLitigation Release No. 26430 / December 3, 2025Securities and Exchange Commission v. Yida Gao and Shima Capital Management LLC, No. 3:25-cv-10200-SK (N.D. Cal. filed Nov. 25, 2025)SEC Charges Investment Adviser and its Owner With Making False and Misleading StatementsOn November 25, 2025, the Securities and Exchange Commission filed fraud charges against Puerto Rico-based registered investment adviser Shima Capital Management LLC and its owner, Georgia resident Yida Gao, for making false and misleading statements in raising more than $169.9 million from two sets of investors.According to the SEC’s complaint, from at least May 2021 through March 2023, Gao and Shima Capital raised more than $158 million from 349 investors by offering and selling membership interests in a crypto-asset-focused venture fund called Shima Capital Fund I, using a marketing pitch deck that contained material misrepresentations about Gao’s investment track record. The pitch deck claimed, for example, that one of Gao’s prior investments had generated a 90 times return, when he actually earned a 2.8 times return, as alleged. The complaint further alleges that, when he learned that a news article was about to be published about apparent discrepancies in the pitch deck, Gao called several investors and falsely told them that the discrepancies arose from mere clerical errors.In addition, the SEC’s complaint alleges that, in April and May 2021, Gao raised approximately $11.9 million from five investors by offering and selling membership interests in a special purpose vehicle called the “BitClout SPV.” According to the complaint, Gao claimed that he could purchase BitClout tokens at a 20–40% discount, and that this substantial discount would protect investors’ investments, even if the price of BitClout tokens later dropped. The complaint alleges that, while Gao did purchase BitClout tokens at a substantial discount, he sold them to the BitClout SPV for a higher price, without disclosing to investors that he kept $1.9 million in profit for himself.The SEC’s complaint, filed in the U.S. District Court for the Northern District of California, charges Gao and Shima Capital with violating Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-8 thereunder. Gao consented to a bifurcated settlement permanently enjoining him from future violations of the charged provisions; ordering him to pay disgorgement of $3,923,757.33, with prejudgment interest of $304,622.67 (to be offset by any restitution ordered in United States v. Yida Gao (N.D. Cal.)); and ordering a conduct-based injunction, officer-and-director bar, and penalties to be resolved upon a motion by the SEC. Shima Capital consented to a settlement permanently enjoining it from future violations of the charged provisions and ordering it to comply with certain undertakings. The settlements are subject to court approval.The SEC’s investigation was conducted by Colin Missett, Amy Harman Burkart, Joy Guo, and Kerry Vasta, under the supervision of Celia Moore of the SEC’s Boston Regional Office. The litigation will be led by Ms. Burkart. The SEC appreciates the assistance of the United States Attorney’s Office for the Northern District of California, which unsealed a parallel criminal action against Gao on November 25, 2025, and the FBI.

U.S. SECURITIES AND EXCHANGE COMMISSIONLitigation Release No. 26430 / December 3, 2025Securities and Exchange Commission v. Yida Gao and Shima Capital Management LLC, No. 3:25-cv-10200-SK (N.D. Cal. filed Nov. 25, 2025)SEC Charges Investment Adviser and its Owner With Making False and Misleading StatementsOn November 25, 2025, the Securities and Exchange Commission filed fraud charges against Puerto Rico-based registered investment adviser Shima Capital Management LLC and its owner, Georgia resident Yida Gao, for making false and misleading statements in raising more than $169.9 million from two sets of investors.According to the SEC’s complaint, from at least May 2021 through March 2023, Gao and Shima Capital raised more than $158 million from 349 investors by offering and selling membership interests in a crypto-asset-focused venture fund called Shima Capital Fund I, using a marketing pitch deck that contained material misrepresentations about Gao’s investment track record. The pitch deck claimed, for example, that one of Gao’s prior investments had generated a 90 times return, when he actually earned a 2.8 times return, as alleged. The complaint further alleges that, when he learned that a news article was about to be published about apparent discrepancies in the pitch deck, Gao called several investors and falsely told them that the discrepancies arose from mere clerical errors.In addition, the SEC’s complaint alleges that, in April and May 2021, Gao raised approximately $11.9 million from five investors by offering and selling membership interests in a special purpose vehicle called the “BitClout SPV.” According to the complaint, Gao claimed that he could purchase BitClout tokens at a 20–40% discount, and that this substantial discount would protect investors’ investments, even if the price of BitClout tokens later dropped. The complaint alleges that, while Gao did purchase BitClout tokens at a substantial discount, he sold them to the BitClout SPV for a higher price, without disclosing to investors that he kept $1.9 million in profit for himself.The SEC’s complaint, filed in the U.S. District Court for the Northern District of California, charges Gao and Shima Capital with violating Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-8 thereunder. Gao consented to a bifurcated settlement permanently enjoining him from future violations of the charged provisions; ordering him to pay disgorgement of $3,923,757.33, with prejudgment interest of $304,622.67 (to be offset by any restitution ordered in United States v. Yida Gao (N.D. Cal.)); and ordering a conduct-based injunction, officer-and-director bar, and penalties to be resolved upon a motion by the SEC. Shima Capital consented to a settlement permanently enjoining it from future violations of the charged provisions and ordering it to comply with certain undertakings. The settlements are subject to court approval.The SEC’s investigation was conducted by Colin Missett, Amy Harman Burkart, Joy Guo, and Kerry Vasta, under the supervision of Celia Moore of the SEC’s Boston Regional Office. The litigation will be led by Ms. Burkart. The SEC appreciates the assistance of the United States Attorney’s Office for the Northern District of California, which unsealed a parallel criminal action against Gao on November 25, 2025, and the FBI.