SEC v. JEREMY JORDAN-JONES, No. 1:25-cv-04297, Southern District of New York (May 22, 2025) — Complaint

Thomas P. Smith, Jr.
Sandeep Satwalekar
Travis Hill
Elizabeth Butler
Mao Yu Lin
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
212-336-9135 (Hill)
[email protected]

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

JEREMY JORDAN-JONES,

                                             Defendant.

COMPLAINT

25 Civ. 4297

JURY TRIAL DEMANDED

Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against
Defendant Jeremy Jordan-Jones (“Jordan-Jones”), alleges as follows:
SUMMARY
1. Between at least November 2021 and February 2022 (the “Relevant Period”),
Jordan-Jones, a self-proclaimed “serial entrepreneur,” made multiple material misrepresentations
to a venture capital firm (“Investor A”) that invested $500,000 in Amalgam Capital Ventures
LLC (“Amalgam”)—a start-up technology company that Jordan-Jones co-founded and for which
he was the chief executive officer—for the purported purpose of launching a blockchain-based
point-of-sale and payment processing platform called Zeo.

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2. Rather than spending Investor A’s funds to launch Zeo, Jordan-Jones
misappropriated portions of the funds to pay personal expenses unrelated to Amalgam’s
business—including payments to a luxury car dealership, department stores, luxury clothing and
accessory brands, and to purchase art.
3. To secure Investor A’s investment, Jordan-Jones misrepresented to Investor A,
among other things, that Zeo was operational, and that Amalgam had a significant positive cash
balance, revenue-generating contracts, and assets worth over $3 million.
4. In fact, contrary to Jordan-Jones’ representations to Investor A, Zeo was not
operational, and Amalgam’s cash balance was negative, it had no revenue-generating contracts
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and its purported assets did not exist.
5. In late December 2021 and early January 2022, Investor A paid Amalgam
$500,000 in exchange for a promissory note convertible to Amalgam’s limited liability company
(“LLC”) membership interests or, if Amalgam later became a corporation, to its stock.
6. By February 24, 2022, Jordan-Jones had spent all of Investor A ’s $500,000
investment, primarily on expenses unrelated to Amalgam’s purported business.
VIOLATIONS
7. By virtue of the foregoing conduct and as alleged further herein, Jordan-Jones
violated Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)],
Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and
Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]  .
8. Unless Jordan-Jones is restrained and enjoined, he 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.

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NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
9. The Commission brings this action pursuant to the authority conferred upon it by
Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)] and Exchange Act
Section 21(d) [15 U.S.C. § 78u(d)].
10. The Commission seeks a final judgment: (a) permanently enjoining Jordan-Jones
from violating the federal securities laws and rules this Complaint alleges he has violated;
(b) ordering Jordan-Jones to disgorge all ill-gotten gains he 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
Jordan-Jones to pay civil money penalties pursuant to 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)]; (d) permanently
prohibiting Jordan-Jones 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)];
and (e) ordering any other and further relief the Court may deem just and proper.
JURISDICTION AND VENUE
11. This Court has jurisdiction over this action pursuant to Securities Act Section
22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].
12. Jordan-Jones, directly and indirectly, has 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)]

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and Exchange Act Section 27 [15 U.S.C. § 78aa].  During the Relevant Period, Amalgam’s
principal place of business was located in this District. Additionally, certain of the acts, practices,
transactions, and courses of business alleged in this Complaint occurred within this District,
including communications made into and from this District in furtherance of the fraud,  at least
one business meeting, and Jordan-Jones’ use of investor funds for certain personal expenditures
within the District.
DEFENDANT
14. Jordan-Jones, age 33, is a U.S. citizen whose current address is unknown. His
last known addresses were in Boston, Massachusetts; New York, New York; and Arlington,
Virginia. At all relevant times, Jordan-Jones was the CEO and one-third shareholder of
Amalgam, which he founded in January 2021.
OTHER RELEVANT ENTITY
15. Amalgam is a Delaware LLC with its principal place of business in New York,
New York. Amalgam purported to be a start-up technology company with several purported lines
of business, including a supposed payment processing platform. Pursuant to Amalgam’s LLC
Operating Agreement, dated January 26, 2021, Amalgam had three “Members” or shareholders,
each with a one-third interest in the company. Jordan-Jones was an Amalgam Member. During
the Relevant Period, Amalgam’s principal place of business was 99 Wall Street, New York, New
York, and Jordan-Jones, with other Amalgam executives, occasionally conducted Amalgam
meetings in Manhattan, including at the Dominick, a luxury hotel.
FACTS
I. BACKGROUND: JORDAN-JONES AND AMALGAM
16. In January 2021, Jordan-Jones co-founded Amalgam, which, according to its

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former website, marketing materials, and other corporate documents is a technology company
that claims to have designed and developed innovative blockchain-based software solutions.
17. During the Relevant Period, Amalgam’s former website, as well as Amalgam
pitch decks and other corporate documents, claimed that the company used blockchain
technology to support multiple digital solutions such as data security and storage, payment,
crypto assets, supply chain management, and a web browser.
18. During the Relevant Period, one of Amalgam’s purported products was Zeo,
which Amalgam’s website described as “a borderless payment gateway and payment engine”
that “leverages blockchain technology” to allow “users to pull funds from any bank account in
the US, Europe, Latin America, or Africa to fund a digital wallet with fiat or cryptocurrency and
settle in any denomination instantly.”
19. Zeo, however, was not operational during the Relevant Period.
II. JORDAN-JONES MADE MATERIAL MISREPRESENTATIONS TO INVESTOR
A REGARDING ZEO

20. In 2021, Jordan-Jones approached several venture capital firms to solicit
investments in Amalgam for the purported purposes of acquiring licensing and infrastructure to
support Zeo and for general use in Amalgam’s business.
21. In October 2021, Jordan-Jones was introduced to Investor A, a venture capital
firm, as a possible Amalgam investor.
22. In November 2021, Jordan-Jones provided Investor A with materials concerning
Amalgam, including a product deck (the “Product Deck”) and a due diligence report (“Due
Diligence Report”).  The Due Diligence Report contained a purported balance sheet for
Amalgam (“Balance Sheet”), a capitalization table, a statement of earnings (“Statement of
Earnings”), and a summary explaining how Amalgam would use any investment that Investor A

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made in Amalgam.
23. Jordan-Jones drafted the Product Deck.
24. Jordan-Jones provided the Due Diligence Report to Investor A with a cover letter
signed by Jordan-Jones.
25. Amalgam’s Product Deck falsely claimed that Amalgam had the necessary
technical capabilities and infrastructure to launch Zeo.
26. In fact, throughout the Relevant Period, Amalgam did not possess the necessary
technical capabilities and infrastructure to launch Zeo.
27. The materials that Amalgam provided to Investor A, including the Due Diligence
Report, indicated that Amalgam maintained offices in Manhattan.
28. Amalgam’s Product Deck further claimed that Amalgam had contracts in place to
generate minimum annual revenue of $39 million, scaling up to $495 million.
29. This statement was false.  During the Relevant Period, Amalgam had no
contractual agreements with any financial institutions and had not onboarded any payment
service providers.
30. Nor, during the Relevant Period, did Amalgam have any agreements with or any
commitments from any merchants, to use Zeo.
31. The Balance Sheet provided to Investor A represented that Amalgam’s third-
quarter 2021 “cash and cash equivalents” totaled $101,899.15.
32. This was false. In fact, Amalgam’s account balance was negative during the third
and fourth quarters of 2021.
33. Indeed, Amalgam’s bank records demonstrate that its bank account had a balance
of - $101,830.50 at the beginning of the third quarter of 2021, and that that negative balance

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increased to $103,440.34 by the end of that quarter.
34. Due to Amalgam’s lack of cash and revenue, Amalgam was unable to meet
payroll or make any purchases in the third quarter of 2021—it owed its employees approximately
$475,000 in backpay and had service contracts cancelled by multiple providers for failing to
remit any payment.
35. The Balance Sheet also falsely claimed that Amalgam owned $3,062,351.58 in
“IP/Equipment.”
36. The Balance Sheet further falsely represented that Amalgam had two “current
patent hold[s] pending” for “trade secrets.”
37. In fact, a public search reveals that, during the Relevant Period, Amalgam had no
patents or pending patent applications and no intellectual property.
38. The Statement of Earnings falsely claimed that Amalgam had paid licensing fees
of $1,164,222 in the fourth quarter of 2021.
39. In fact, no licensing fees were ever paid from Amalgam’s bank account, nor did it
have sufficient funds to pay such fees from its bank account from at least July 1 through
December 27, 2021.
40. The Statement of Earnings further falsely and/or misleadingly claimed that
Amalgam would begin to generate revenue in the fourth quarter of 2021 from certain cannabis
companies and that it would begin generating revenue in the first quarter of 2022 from a
professional basketball team (“Basketball Team A ”) that competes in the NBA.
41. However, during the Relevant Period, Amalgam had no contracts with companies
in the cannabis industry, professional basketball teams, or any other entity that would have been
a source of revenue for Amalgam.

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42. Jordan-Jones knew or recklessly disregarded that the representations contained in
the Due Diligence Report ( including the Balance Sheet and the Statement of Earnings) he
provided to Investor A were false and/or misleading because Jordan-Jones knew that Zeo was
not operational; Amalgam was in financial distress; and Amalgam had no revenue-generating
contracts, no patents or pending patent applications, and no intellectual property.
43. Jordan-Jones represented in the Due Diligence Report that Amalgam required
approximately $350,000 to acquire specified infrastructure that was purportedly needed for the
company to carry out its business plan. The specified infrastructure included six physical servers;
five virtual servers; user interfaces, coding and architecture; integration with “major card
network(s)”; and licensing and gateway fees.
44. However, as described in more detail below, instead of using Investor A’s money
as promised—to fund Amalgam’s purported infrastructure and operational needs—Jordan-Jones
spent Investor A’s money on his own personal expenses and to pay off existing Amalgam debt.
III. INVESTOR A INVESTS $500,000 IN AMALGAM
45. On December 28, 2021, after receiving the Product Deck and the Due Diligence
Report (which included the Balance Sheet and Statement of Earnings) containing Jordan-Jones’
above misrepresentations concerning Zeo, Investor A  agreed to invest $500,000 in Amalgam in
exchange for a convertible promissory note (the “Note”)—i.e., a note that could be converted
into equity in Amalgam—to be funded in two installments of $250,000 each.
46. Jordan-Jones signed the Note as Amalgam’s CEO.
47. According to its written terms, the Note was convertible to “Conversion
Securities,” which could be either LLC membership interests in Amalgam or, if Amalgam
converted to a corporation, Amalgam stock.

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48. The Note’s maturity date was December 27, 2023.
49. The Note referred to Investor A  as an “investor.”
50. The Note stated that it “and any securities into which this convertible promissory
note is convertible have been acquired for investment[.]”
51. Under the Note’s terms, Investor A  was entitled to “ simple interest (‘Interest’) at
the rate of 7.0% per annum . . . .”
52. Investor A was permitted to convert the note into “Conversion Securities” under
several scenarios.
53. The Note defined “Conversion Securities” as “the highest-ranking class, series or
designation of the Company’s Units . . . .”
54. The Note defined “Units” as “limited liability company membership interests of
the Company,” or “[i]f the Company has converted to a corporation . . . the term ‘Units’ will
refer to capital stock of the Company.”
55. The Note was neither collateralized nor insured.
56. Pursuant to the Note, “[n]either party may assign its rights or delegate its duties
without the prior written consent of the other party.”
57. The Note listed Amalgam’s address as 99 Wall Street, New York, New York.
58. Along with the Note, Investor A and Amalgam executed a n “Investor Rights
Letter” dated December 23, 2021, and signed by Jordan-Jones and an Investor A representative
(the “Letter”).
59. The Note expressly incorporated the Letter by reference.
60. The Letter outlined a number of restrictions, including that, under certain
circumstances, Amalgam would need Investor A ’s approval before “[d]  istributing cash or

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property to [Amalgam’s] [M]embers . . .”
61. Pursuant to the Note, Investor A  was to pay Amalgam the principal amount of
$500,000 in two equal installments of $250,000.
62. Investor A made its first $250,000 installment payment to Amalgam on or about
December 29, 2021.
63. Investor A  made its second $250,000 installment payment to Amalgam on or
about January 3, 2022.
64. Investor A ’s funds were deposited into an Amalgam bank account, for which
Jordan-Jones was the sole account holder and the sole signatory (the “Amalgam Account”).
65. During the Relevant Period, other than miscellaneous purchase refunds totaling
approximately $100, the Amalgam Account was funded solely by Investor A’s $500,000
investment.
IV. JORDAN-JONES MISAPPROPRIATES INVESTOR A’S INVESTMENT
66. On December 29, 2021, the same day that Amalgam received Investor A ’s initial
$250,000 installment on the Note, Jordan-Jones transferred $55,000 from the Amalgam Account
to another Amalgam Member (“Amalgam Member 1”).
67. The following day, December 30, 2021, Jordan-Jones paid $4,265 to an event
planner to provide champagne and servers for a New Year’s Eve party in Manhattan.
68. Between December 29 and 31, 2021, Jordan-Jones withdrew an additional
$27,000 in cash from the Amalgam Account.
69. On January 3, 2022, Investor A  wired the second $250,000 installment to the
Amalgam Account.
70. The same day, Jordan-Jones spent over $500 from the Amalgam Account at a

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sports apparel store in the SoHo neighborhood of Manhattan and withdrew an additional $5,500
in cash from the Amalgam Account.
71. Between December 29, 2021, and January 31, 2022, Jordan-Jones transferred
more than $40,000 from the Amalgam Account to Amalgam employees as backpay.
72. Between January 3 and February 3, 2022, Jordan-Jones withdrew nearly $50,000
in cash from the Amalgam Account.
73. Between January 4 and 6, 2022, Jordan-Jones made additional transfers totaling
$30,000 into the bank account of Amalgam Member 1.
74. In addition to the above, Jordan-Jones spent at least $111,000 of the $500,000
obtained from Investor A to pay his personal expenses, including the following approximate
amounts: $38,000 at a luxury vehicle dealer in Virginia; $47,000 on hotels, including $26,000 at
a luxury hotel in New York City; $12,000 shopping, including at luxury retailers; $4,000 on
entertainment; $8,000 on travel and transportation expenses; and $2,000 on restaurants.
75. By February 24, 2022, Jordan-Jones had spent Investor A ’s entire investment, and
the Amalgam Account balance was zero.
76. Contrary to Jordan-Jones’ prior representations to Investor A, neither Jordan-
Jones nor Amalgam spent any of Investor A ’s funds on computer hardware or software, or
licensing or integration fees associated with credit card networks.
77. Also contrary to Jordan-Jones’ prior representations to Investor A that Amalgam
would not distribute cash or property to its Members without Investor A’s approval, Jordan-
Jones, who is an Amalgam Member, sought no such approval before making multiple cash
withdrawals for himself, paying personal expenses, and distributing Investor A ’s investment
funds to Amalgam Member 1 (as described in paragraphs 66 and 73 above).

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78. In or around June 2022, Jordan-Jones requested additional funding from Investor
A.
79. In connection with that request, Jordan-Jones provided Investor A  with a slide
deck (the “Slide Deck”).
80. In the Slide Deck, Jordan-Jones claimed that Amalgam had spent 32.98% of
Investor A ’s investment on “IT/Hardware” and 19.68% on “Licensing.”
81. As Jordan-Jones knew or recklessly disregarded, his representations in the Slide
Deck as to how Amalgam had spent Investor A ’s investment funds were false; a s detailed in
paragraphs 66-76, Jordan-Jones did not spend any of Investor A ’s investment funds on
“IT/Hardware” or “Licensing.”
82. Investor A did not make a second investment in Amalgam.
FIRST CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)

83. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 82.
84. Jordan-Jones, 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 has employed one or more devices,
schemes or artifices to defraud, (2) knowingly, recklessly, or negligently has 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 has engaged in
one or more tr ansactions, practices, or courses of business which operated or would operate as a
fraud or deceit upon the purchaser.

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85. By reason of the foregoing, Jordan-Jones, directly or indirectly, singly or in
concert, has 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

86. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 82.
87. Jordan-Jones, 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 has (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.
88. By reason of the foregoing, Jordan-Jones, directly or indirectly, singly or in
concert, has 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].
PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that the Court enter a Final
Judgment:
I.
Permanently enjoining Jordan-Jones and his agents, servants, employees and attorneys
and all persons in active concert or participation with any of them from violating, directly or

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indirectly, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)], 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];
II.
Ordering Jordan-Jones to disgorge all ill-gotten gains he 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)];
III.
Ordering Jordan-Jones 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)];
IV.
Permanently barring Jordan-Jones from acting as an officer or director of any public
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 Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section 21(d)(2) of the
Exchange Act [15 U.S.C. § 78u(d)(2)]; and
V.
Granting any other and further relief this Court may deem just and proper.

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JURY DEMAND
 The Commission demands a trial by jury.

Dated:  New York, New York
May 21, 2025
_______________________
TRAVIS HILL
Thomas P. Smith, Jr.
Sandeep Satwalekar
Elizabeth Butler
Mao Yu Lin
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street
Suite 20-100
New York, NY 10004-2616
212-336-9135 (Hill)
[email protected]

Thomas P. Smith, Jr.  
Sandeep Satwalekar 
Travis Hill 
Elizabeth Butler 
Mao Yu Lin 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
212-336-9135 (Hill) 
[email protected] 
 
UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 
 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
JEREMY JORDAN-JONES, 
  
                                             Defendant.  
 

 
 
COMPLAINT 

   
25 Civ. 4297 

 
   

JURY TRIAL DEMANDED 
  

           
          

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

Defendant Jeremy Jordan-Jones (“Jordan-Jones”), alleges as follows: 

SUMMARY 

1. Between at least November 2021 and February 2022 (the “Relevant Period”), 

Jordan-Jones, a self-proclaimed “serial entrepreneur,” made multiple material misrepresentations 

to a venture capital firm (“Investor A”) that invested $500,000 in Amalgam Capital Ventures 

LLC (“Amalgam”)—a start-up technology company that Jordan-Jones co-founded and for which 

he was the chief executive officer—for the purported purpose of launching a blockchain-based 

point-of-sale and payment processing platform called Zeo.   

Case 1:25-cv-04297     Document 1     Filed 05/21/25     Page 1 of 15



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2. Rather than spending Investor A’s funds to launch Zeo, Jordan-Jones 

misappropriated portions of the funds to pay personal expenses unrelated to Amalgam’s 

business—including payments to a luxury car dealership, department stores, luxury clothing and 

accessory brands, and to purchase art.  

3. To secure Investor A’s investment, Jordan-Jones misrepresented to Investor A, 

among other things, that Zeo was operational, and that Amalgam had a significant positive cash 

balance, revenue-generating contracts, and assets worth over $3 million.  

4. In fact, contrary to Jordan-Jones’ representations to Investor A, Zeo was not 

operational, and Amalgam’s cash balance was negative, it had no revenue-generating contracts, 

and its purported assets did not exist.  

5. In late December 2021 and early January 2022, Investor A paid Amalgam 

$500,000 in exchange for a promissory note convertible to Amalgam’s limited liability company 

(“LLC”) membership interests or, if Amalgam later became a corporation, to its stock.  

6. By February 24, 2022, Jordan-Jones had spent all of Investor A’s $500,000 

investment, primarily on expenses unrelated to Amalgam’s purported business. 

VIOLATIONS 

7. By virtue of the foregoing conduct and as alleged further herein, Jordan-Jones 

violated Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)], 

Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and 

Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].   

8. Unless Jordan-Jones is restrained and enjoined, he 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.   

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NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

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

Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)] and Exchange Act 

Section 21(d) [15 U.S.C. § 78u(d)].  

10. The Commission seeks a final judgment: (a) permanently enjoining Jordan-Jones 

from violating the federal securities laws and rules this Complaint alleges he has violated; 

(b) ordering Jordan-Jones to disgorge all ill-gotten gains he 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 

Jordan-Jones to pay civil money penalties pursuant to 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)]; (d) permanently 

prohibiting Jordan-Jones 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)]; 

and (e) ordering any other and further relief the Court may deem just and proper.  

JURISDICTION AND VENUE 

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

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

12. Jordan-Jones, directly and indirectly, has 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)] 

Case 1:25-cv-04297     Document 1     Filed 05/21/25     Page 3 of 15



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and Exchange Act Section 27 [15 U.S.C. § 78aa]. During the Relevant Period, Amalgam’s 

principal place of business was located in this District. Additionally, certain of the acts, practices, 

transactions, and courses of business alleged in this Complaint occurred within this District, 

including communications made into and from this District in furtherance of the fraud, at least 

one business meeting, and Jordan-Jones’ use of investor funds for certain personal expenditures 

within the District.   

DEFENDANT 

14. Jordan-Jones, age 33, is a U.S. citizen whose current address is unknown. His 

last known addresses were in Boston, Massachusetts; New York, New York; and Arlington, 

Virginia. At all relevant times, Jordan-Jones was the CEO and one-third shareholder of 

Amalgam, which he founded in January 2021.  

OTHER RELEVANT ENTITY 

15. Amalgam is a Delaware LLC with its principal place of business in New York, 

New York. Amalgam purported to be a start-up technology company with several purported lines 

of business, including a supposed payment processing platform. Pursuant to Amalgam’s LLC 

Operating Agreement, dated January 26, 2021, Amalgam had three “Members” or shareholders, 

each with a one-third interest in the company. Jordan-Jones was an Amalgam Member. During 

the Relevant Period, Amalgam’s principal place of business was 99 Wall Street, New York, New 

York, and Jordan-Jones, with other Amalgam executives, occasionally conducted Amalgam 

meetings in Manhattan, including at the Dominick, a luxury hotel. 

FACTS 

I. BACKGROUND: JORDAN-JONES AND AMALGAM 

16. In January 2021, Jordan-Jones co-founded Amalgam, which, according to its 

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former website, marketing materials, and other corporate documents is a technology company 

that claims to have designed and developed innovative blockchain-based software solutions. 

17. During the Relevant Period, Amalgam’s former website, as well as Amalgam 

pitch decks and other corporate documents, claimed that the company used blockchain 

technology to support multiple digital solutions such as data security and storage, payment, 

crypto assets, supply chain management, and a web browser.   

18. During the Relevant Period, one of Amalgam’s purported products was Zeo, 

which Amalgam’s website described as “a borderless payment gateway and payment engine” 

that “leverages blockchain technology” to allow “users to pull funds from any bank account in 

the US, Europe, Latin America, or Africa to fund a digital wallet with fiat or cryptocurrency and 

settle in any denomination instantly.” 

19. Zeo, however, was not operational during the Relevant Period.  

II. JORDAN-JONES MADE MATERIAL MISREPRESENTATIONS TO INVESTOR 
A REGARDING ZEO  

 
20. In 2021, Jordan-Jones approached several venture capital firms to solicit 

investments in Amalgam for the purported purposes of acquiring licensing and infrastructure to 

support Zeo and for general use in Amalgam’s business. 

21. In October 2021, Jordan-Jones was introduced to Investor A, a venture capital 

firm, as a possible Amalgam investor. 

22. In November 2021, Jordan-Jones provided Investor A with materials concerning 

Amalgam, including a product deck (the “Product Deck”) and a due diligence report (“Due 

Diligence Report”).  The Due Diligence Report contained a purported balance sheet for 

Amalgam (“Balance Sheet”), a capitalization table, a statement of earnings (“Statement of 

Earnings”), and a summary explaining how Amalgam would use any investment that Investor A 

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made in Amalgam. 

23. Jordan-Jones drafted the Product Deck.  

24. Jordan-Jones provided the Due Diligence Report to Investor A with a cover letter 

signed by Jordan-Jones.  

25. Amalgam’s Product Deck falsely claimed that Amalgam had the necessary 

technical capabilities and infrastructure to launch Zeo. 

26. In fact, throughout the Relevant Period, Amalgam did not possess the necessary 

technical capabilities and infrastructure to launch Zeo.  

27. The materials that Amalgam provided to Investor A, including the Due Diligence 

Report, indicated that Amalgam maintained offices in Manhattan.   

28. Amalgam’s Product Deck further claimed that Amalgam had contracts in place to 

generate minimum annual revenue of $39 million, scaling up to $495 million. 

29. This statement was false.  During the Relevant Period, Amalgam had no 

contractual agreements with any financial institutions and had not onboarded any payment 

service providers. 

30. Nor, during the Relevant Period, did Amalgam have any agreements with or any 

commitments from any merchants, to use Zeo. 

31. The Balance Sheet provided to Investor A represented that Amalgam’s third-

quarter 2021 “cash and cash equivalents” totaled $101,899.15. 

32. This was false. In fact, Amalgam’s account balance was negative during the third 

and fourth quarters of 2021. 

33. Indeed, Amalgam’s bank records demonstrate that its bank account had a balance 

of -$101,830.50 at the beginning of the third quarter of 2021, and that that negative balance 

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increased to $103,440.34 by the end of that quarter.    

34. Due to Amalgam’s lack of cash and revenue, Amalgam was unable to meet 

payroll or make any purchases in the third quarter of 2021—it owed its employees approximately 

$475,000 in backpay and had service contracts cancelled by multiple providers for failing to 

remit any payment.   

35. The Balance Sheet also falsely claimed that Amalgam owned $3,062,351.58 in 

“IP/Equipment.”  

36. The Balance Sheet further falsely represented that Amalgam had two “current 

patent hold[s] pending” for “trade secrets.”  

37. In fact, a public search reveals that, during the Relevant Period, Amalgam had no 

patents or pending patent applications and no intellectual property. 

38. The Statement of Earnings falsely claimed that Amalgam had paid licensing fees 

of $1,164,222 in the fourth quarter of 2021.   

39. In fact, no licensing fees were ever paid from Amalgam’s bank account, nor did it 

have sufficient funds to pay such fees from its bank account from at least July 1 through 

December 27, 2021. 

40. The Statement of Earnings further falsely and/or misleadingly claimed that 

Amalgam would begin to generate revenue in the fourth quarter of 2021 from certain cannabis 

companies and that it would begin generating revenue in the first quarter of 2022 from a 

professional basketball team (“Basketball Team A”) that competes in the NBA. 

41. However, during the Relevant Period, Amalgam had no contracts with companies 

in the cannabis industry, professional basketball teams, or any other entity that would have been 

a source of revenue for Amalgam. 

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42. Jordan-Jones knew or recklessly disregarded that the representations contained in 

the Due Diligence Report (including the Balance Sheet and the Statement of Earnings) he 

provided to Investor A were false and/or misleading because Jordan-Jones knew that Zeo was 

not operational; Amalgam was in financial distress; and Amalgam had no revenue-generating 

contracts, no patents or pending patent applications, and no intellectual property. 

43. Jordan-Jones represented in the Due Diligence Report that Amalgam required 

approximately $350,000 to acquire specified infrastructure that was purportedly needed for the 

company to carry out its business plan. The specified infrastructure included six physical servers; 

five virtual servers; user interfaces, coding and architecture; integration with “major card 

network(s)”; and licensing and gateway fees.  

44. However, as described in more detail below, instead of using Investor A’s money 

as promised—to fund Amalgam’s purported infrastructure and operational needs—Jordan-Jones 

spent Investor A’s money on his own personal expenses and to pay off existing Amalgam debt. 

III. INVESTOR A INVESTS $500,000 IN AMALGAM 

45. On December 28, 2021, after receiving the Product Deck and the Due Diligence 

Report (which included the Balance Sheet and Statement of Earnings) containing Jordan-Jones’ 

above misrepresentations concerning Zeo, Investor A agreed to invest $500,000 in Amalgam in 

exchange for a convertible promissory note (the “Note”)—i.e., a note that could be converted 

into equity in Amalgam—to be funded in two installments of $250,000 each. 

46. Jordan-Jones signed the Note as Amalgam’s CEO. 

47. According to its written terms, the Note was convertible to “Conversion 

Securities,” which could be either LLC membership interests in Amalgam or, if Amalgam 

converted to a corporation, Amalgam stock.   

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48. The Note’s maturity date was December 27, 2023. 

49. The Note referred to Investor A as an “investor.” 

50. The Note stated that it “and any securities into which this convertible promissory 

note is convertible have been acquired for investment[.]” 

51. Under the Note’s terms, Investor A was entitled to “simple interest (‘Interest’) at 

the rate of 7.0% per annum . . . .” 

52. Investor A was permitted to convert the note into “Conversion Securities” under 

several scenarios. 

53. The Note defined “Conversion Securities” as “the highest-ranking class, series or 

designation of the Company’s Units . . . .”  

54. The Note defined “Units” as “limited liability company membership interests of 

the Company,” or “[i]f the Company has converted to a corporation . . . the term ‘Units’ will 

refer to capital stock of the Company.” 

55. The Note was neither collateralized nor insured. 

56. Pursuant to the Note, “[n]either party may assign its rights or delegate its duties 

without the prior written consent of the other party.” 

57. The Note listed Amalgam’s address as 99 Wall Street, New York, New York.  

58. Along with the Note, Investor A and Amalgam executed an “Investor Rights 

Letter” dated December 23, 2021, and signed by Jordan-Jones and an Investor A representative 

(the “Letter”).  

59. The Note expressly incorporated the Letter by reference. 

60. The Letter outlined a number of restrictions, including that, under certain 

circumstances, Amalgam would need Investor A’s approval before “[d]istributing cash or 

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property to [Amalgam’s] [M]embers . . .” 

61. Pursuant to the Note, Investor A was to pay Amalgam the principal amount of 

$500,000 in two equal installments of $250,000. 

62. Investor A made its first $250,000 installment payment to Amalgam on or about 

December 29, 2021. 

63. Investor A made its second $250,000 installment payment to Amalgam on or 

about January 3, 2022. 

64. Investor A’s funds were deposited into an Amalgam bank account, for which 

Jordan-Jones was the sole account holder and the sole signatory (the “Amalgam Account”).  

65. During the Relevant Period, other than miscellaneous purchase refunds totaling 

approximately $100, the Amalgam Account was funded solely by Investor A’s $500,000 

investment. 

IV. JORDAN-JONES MISAPPROPRIATES INVESTOR A’S INVESTMENT 

66. On December 29, 2021, the same day that Amalgam received Investor A’s initial 

$250,000 installment on the Note, Jordan-Jones transferred $55,000 from the Amalgam Account 

to another Amalgam Member (“Amalgam Member 1”). 

67. The following day, December 30, 2021, Jordan-Jones paid $4,265 to an event 

planner to provide champagne and servers for a New Year’s Eve party in Manhattan. 

68. Between December 29 and 31, 2021, Jordan-Jones withdrew an additional 

$27,000 in cash from the Amalgam Account. 

69. On January 3, 2022, Investor A wired the second $250,000 installment to the 

Amalgam Account.  

70. The same day, Jordan-Jones spent over $500 from the Amalgam Account at a 

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sports apparel store in the SoHo neighborhood of Manhattan and withdrew an additional $5,500 

in cash from the Amalgam Account. 

71. Between December 29, 2021, and January 31, 2022, Jordan-Jones transferred 

more than $40,000 from the Amalgam Account to Amalgam employees as backpay. 

72. Between January 3 and February 3, 2022, Jordan-Jones withdrew nearly $50,000 

in cash from the Amalgam Account. 

73. Between January 4 and 6, 2022, Jordan-Jones made additional transfers totaling 

$30,000 into the bank account of Amalgam Member 1. 

74. In addition to the above, Jordan-Jones spent at least $111,000 of the $500,000 

obtained from Investor A to pay his personal expenses, including the following approximate 

amounts: $38,000 at a luxury vehicle dealer in Virginia; $47,000 on hotels, including $26,000 at 

a luxury hotel in New York City; $12,000 shopping, including at luxury retailers; $4,000 on 

entertainment; $8,000 on travel and transportation expenses; and $2,000 on restaurants. 

75. By February 24, 2022, Jordan-Jones had spent Investor A’s entire investment, and 

the Amalgam Account balance was zero. 

76. Contrary to Jordan-Jones’ prior representations to Investor A, neither Jordan-

Jones nor Amalgam spent any of Investor A’s funds on computer hardware or software, or 

licensing or integration fees associated with credit card networks.   

77. Also contrary to Jordan-Jones’ prior representations to Investor A that Amalgam 

would not distribute cash or property to its Members without Investor A’s approval, Jordan-

Jones, who is an Amalgam Member, sought no such approval before making multiple cash 

withdrawals for himself, paying personal expenses, and distributing Investor A’s investment 

funds to Amalgam Member 1 (as described in paragraphs 66 and 73 above). 

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78. In or around June 2022, Jordan-Jones requested additional funding from Investor 

A.  

79. In connection with that request, Jordan-Jones provided Investor A with a slide 

deck (the “Slide Deck”).  

80. In the Slide Deck, Jordan-Jones claimed that Amalgam had spent 32.98% of 

Investor A’s investment on “IT/Hardware” and 19.68% on “Licensing.”  

81. As Jordan-Jones knew or recklessly disregarded, his representations in the Slide 

Deck as to how Amalgam had spent Investor A’s investment funds were false; as detailed in 

paragraphs 66-76, Jordan-Jones did not spend any of Investor A’s investment funds on 

“IT/Hardware” or “Licensing.”  

82. Investor A did not make a second investment in Amalgam.  

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

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

paragraphs 1 through 82. 

84. Jordan-Jones, 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 has employed one or more devices, 

schemes or artifices to defraud, (2) knowingly, recklessly, or negligently has 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 has engaged in 

one or more transactions, practices, or courses of business which operated or would operate as a 

fraud or deceit upon the purchaser. 

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85. By reason of the foregoing, Jordan-Jones, directly or indirectly, singly or in 

concert, has 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 

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

paragraphs 1 through 82. 

87. Jordan-Jones, 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 has (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. 

88. By reason of the foregoing, Jordan-Jones, directly or indirectly, singly or in 

concert, has 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]. 

PRAYER FOR RELIEF 

 WHEREFORE, the Commission respectfully requests that the Court enter a Final 

Judgment: 

I. 

Permanently enjoining Jordan-Jones and his agents, servants, employees and attorneys 

and all persons in active concert or participation with any of them from violating, directly or 

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 14 

indirectly, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)], 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];  

II. 

Ordering Jordan-Jones to disgorge all ill-gotten gains he 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)]; 

III. 

Ordering Jordan-Jones 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)];  

IV. 

Permanently barring Jordan-Jones from acting as an officer or director of any public 

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 Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)] and Section 21(d)(2) of the 

Exchange Act [15 U.S.C. § 78u(d)(2)]; and  

V. 

Granting any other and further relief this Court may deem just and proper.  

  

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 15 

JURY DEMAND 

 The Commission demands a trial by jury.  

 

Dated: New York, New York 
May 21, 2025 

_______________________   
TRAVIS HILL 
Thomas P. Smith, Jr.  
Sandeep Satwalekar 
Elizabeth Butler 
Mao Yu Lin 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street  
Suite 20-100 
New York, NY 10004-2616 
212-336-9135 (Hill) 
[email protected] 
  

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	Thomas P. Smith, Jr.
	Sandeep Satwalekar
	Travis Hill
	Elizabeth Butler
	Mao Yu Lin
	Attorneys for Plaintiff
	SECURITIES AND EXCHANGE COMMISSION
	New York Regional Office
	100 Pearl Street
	Suite 20-100
	212-336-9135 (Hill)
	[email protected]
	Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against Defendant Jeremy Jordan-Jones (“Jordan-Jones”), alleges as follows:
	SUMMARY
	1. Between at least November 2021 and February 2022 (the “Relevant Period”), Jordan-Jones, a self-proclaimed “serial entrepreneur,” made multiple material misrepresentations to a venture capital firm (“Investor A”) that invested $500,000 in Amalgam Ca...
	2. Rather than spending Investor A’s funds to launch Zeo, Jordan-Jones misappropriated portions of the funds to pay personal expenses unrelated to Amalgam’s business—including payments to a luxury car dealership, department stores, luxury clothing and...
	3. To secure Investor A’s investment, Jordan-Jones misrepresented to Investor A, among other things, that Zeo was operational, and that Amalgam had a significant positive cash balance, revenue-generating contracts, and assets worth over $3 million.
	4. In fact, contrary to Jordan-Jones’ representations to Investor A, Zeo was not operational, and Amalgam’s cash balance was negative, it had no revenue-generating contracts, and its purported assets did not exist.
	5. In late December 2021 and early January 2022, Investor A paid Amalgam $500,000 in exchange for a promissory note convertible to Amalgam’s limited liability company (“LLC”) membership interests or, if Amalgam later became a corporation, to its stock.
	6. By February 24, 2022, Jordan-Jones had spent all of Investor A’s $500,000 investment, primarily on expenses unrelated to Amalgam’s purported business.
	VIOLATIONS
	7. By virtue of the foregoing conduct and as alleged further herein, Jordan-Jones violated Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)], Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U...
	8. Unless Jordan-Jones is restrained and enjoined, he 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
	9. The Commission brings this action pursuant to the authority conferred upon it by Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)] and Exchange Act Section 21(d) [15 U.S.C. § 78u(d)].
	10. The Commission seeks a final judgment: (a) permanently enjoining Jordan-Jones from violating the federal securities laws and rules this Complaint alleges he has violated; (b) ordering Jordan-Jones to disgorge all ill-gotten gains he received as a ...
	JURISDICTION AND VENUE
	11. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].
	12. Jordan-Jones, directly and indirectly, has 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)] and Exchange Act Section 27 [15 U.S.C. § 78aa]. During the Relevant Period, Amalgam’s principal place of business was located in this District. Additionally, certa...
	DEFENDANT
	14. Jordan-Jones, age 33, is a U.S. citizen whose current address is unknown. His last known addresses were in Boston, Massachusetts; New York, New York; and Arlington, Virginia. At all relevant times, Jordan-Jones was the CEO and one-third shareholde...
	OTHER RELEVANT ENTITY
	15. Amalgam is a Delaware LLC with its principal place of business in New York, New York. Amalgam purported to be a start-up technology company with several purported lines of business, including a supposed payment processing platform. Pursuant to Ama...
	16. In January 2021, Jordan-Jones co-founded Amalgam, which, according to its former website, marketing materials, and other corporate documents is a technology company that claims to have designed and developed innovative blockchain-based software so...
	17. During the Relevant Period, Amalgam’s former website, as well as Amalgam pitch decks and other corporate documents, claimed that the company used blockchain technology to support multiple digital solutions such as data security and storage, paymen...
	18. During the Relevant Period, one of Amalgam’s purported products was Zeo, which Amalgam’s website described as “a borderless payment gateway and payment engine” that “leverages blockchain technology” to allow “users to pull funds from any bank acco...
	19. Zeo, however, was not operational during the Relevant Period.
	II. JORDAN-JONES MADE MATERIAL MISREPRESENTATIONS TO INVESTOR A REGARDING ZEO
	20. In 2021, Jordan-Jones approached several venture capital firms to solicit investments in Amalgam for the purported purposes of acquiring licensing and infrastructure to support Zeo and for general use in Amalgam’s business.
	21. In October 2021, Jordan-Jones was introduced to Investor A, a venture capital firm, as a possible Amalgam investor.
	22. In November 2021, Jordan-Jones provided Investor A with materials concerning Amalgam, including a product deck (the “Product Deck”) and a due diligence report (“Due Diligence Report”).  The Due Diligence Report contained a purported balance sheet ...
	23. Jordan-Jones drafted the Product Deck.
	24. Jordan-Jones provided the Due Diligence Report to Investor A with a cover letter signed by Jordan-Jones.
	25. Amalgam’s Product Deck falsely claimed that Amalgam had the necessary technical capabilities and infrastructure to launch Zeo.
	26. In fact, throughout the Relevant Period, Amalgam did not possess the necessary technical capabilities and infrastructure to launch Zeo.
	27. The materials that Amalgam provided to Investor A, including the Due Diligence Report, indicated that Amalgam maintained offices in Manhattan.
	28. Amalgam’s Product Deck further claimed that Amalgam had contracts in place to generate minimum annual revenue of $39 million, scaling up to $495 million.
	29. This statement was false.  During the Relevant Period, Amalgam had no contractual agreements with any financial institutions and had not onboarded any payment service providers.
	30. Nor, during the Relevant Period, did Amalgam have any agreements with or any commitments from any merchants, to use Zeo.
	31. The Balance Sheet provided to Investor A represented that Amalgam’s third-quarter 2021 “cash and cash equivalents” totaled $101,899.15.
	32. This was false. In fact, Amalgam’s account balance was negative during the third and fourth quarters of 2021.
	33. Indeed, Amalgam’s bank records demonstrate that its bank account had a balance of -$101,830.50 at the beginning of the third quarter of 2021, and that that negative balance increased to $103,440.34 by the end of that quarter.
	34. Due to Amalgam’s lack of cash and revenue, Amalgam was unable to meet payroll or make any purchases in the third quarter of 2021—it owed its employees approximately $475,000 in backpay and had service contracts cancelled by multiple providers for ...
	35. The Balance Sheet also falsely claimed that Amalgam owned $3,062,351.58 in “IP/Equipment.”
	36. The Balance Sheet further falsely represented that Amalgam had two “current patent hold[s] pending” for “trade secrets.”
	37. In fact, a public search reveals that, during the Relevant Period, Amalgam had no patents or pending patent applications and no intellectual property.
	38. The Statement of Earnings falsely claimed that Amalgam had paid licensing fees of $1,164,222 in the fourth quarter of 2021.
	39. In fact, no licensing fees were ever paid from Amalgam’s bank account, nor did it have sufficient funds to pay such fees from its bank account from at least July 1 through December 27, 2021.
	40. The Statement of Earnings further falsely and/or misleadingly claimed that Amalgam would begin to generate revenue in the fourth quarter of 2021 from certain cannabis companies and that it would begin generating revenue in the first quarter of 202...
	41. However, during the Relevant Period, Amalgam had no contracts with companies in the cannabis industry, professional basketball teams, or any other entity that would have been a source of revenue for Amalgam.
	42. Jordan-Jones knew or recklessly disregarded that the representations contained in the Due Diligence Report (including the Balance Sheet and the Statement of Earnings) he provided to Investor A were false and/or misleading because Jordan-Jones knew...
	43. Jordan-Jones represented in the Due Diligence Report that Amalgam required approximately $350,000 to acquire specified infrastructure that was purportedly needed for the company to carry out its business plan. The specified infrastructure included...
	44. However, as described in more detail below, instead of using Investor A’s money as promised—to fund Amalgam’s purported infrastructure and operational needs—Jordan-Jones spent Investor A’s money on his own personal expenses and to pay off existing...
	III. INVESTOR A INVESTS $500,000 IN AMALGAM
	45. On December 28, 2021, after receiving the Product Deck and the Due Diligence Report (which included the Balance Sheet and Statement of Earnings) containing Jordan-Jones’ above misrepresentations concerning Zeo, Investor A agreed to invest $500,000...
	46. Jordan-Jones signed the Note as Amalgam’s CEO.
	47. According to its written terms, the Note was convertible to “Conversion Securities,” which could be either LLC membership interests in Amalgam or, if Amalgam converted to a corporation, Amalgam stock.
	48. The Note’s maturity date was December 27, 2023.
	49. The Note referred to Investor A as an “investor.”
	50. The Note stated that it “and any securities into which this convertible promissory note is convertible have been acquired for investment[.]”
	51. Under the Note’s terms, Investor A was entitled to “simple interest (‘Interest’) at the rate of 7.0% per annum . . . .”
	52. Investor A was permitted to convert the note into “Conversion Securities” under several scenarios.
	53. The Note defined “Conversion Securities” as “the highest-ranking class, series or designation of the Company’s Units . . . .”
	54. The Note defined “Units” as “limited liability company membership interests of the Company,” or “[i]f the Company has converted to a corporation . . . the term ‘Units’ will refer to capital stock of the Company.”
	55. The Note was neither collateralized nor insured.
	56. Pursuant to the Note, “[n]either party may assign its rights or delegate its duties without the prior written consent of the other party.”
	57. The Note listed Amalgam’s address as 99 Wall Street, New York, New York.
	58. Along with the Note, Investor A and Amalgam executed an “Investor Rights Letter” dated December 23, 2021, and signed by Jordan-Jones and an Investor A representative (the “Letter”).
	59. The Note expressly incorporated the Letter by reference.
	60. The Letter outlined a number of restrictions, including that, under certain circumstances, Amalgam would need Investor A’s approval before “[d]istributing cash or property to [Amalgam’s] [M]embers . . .”
	61. Pursuant to the Note, Investor A was to pay Amalgam the principal amount of $500,000 in two equal installments of $250,000.
	62. Investor A made its first $250,000 installment payment to Amalgam on or about December 29, 2021.
	63. Investor A made its second $250,000 installment payment to Amalgam on or about January 3, 2022.
	64. Investor A’s funds were deposited into an Amalgam bank account, for which Jordan-Jones was the sole account holder and the sole signatory (the “Amalgam Account”).
	65. During the Relevant Period, other than miscellaneous purchase refunds totaling approximately $100, the Amalgam Account was funded solely by Investor A’s $500,000 investment.
	IV. JORDAN-JONES MISAPPROPRIATES INVESTOR A’S INVESTMENT
	66. On December 29, 2021, the same day that Amalgam received Investor A’s initial $250,000 installment on the Note, Jordan-Jones transferred $55,000 from the Amalgam Account to another Amalgam Member (“Amalgam Member 1”).
	67. The following day, December 30, 2021, Jordan-Jones paid $4,265 to an event planner to provide champagne and servers for a New Year’s Eve party in Manhattan.
	68. Between December 29 and 31, 2021, Jordan-Jones withdrew an additional $27,000 in cash from the Amalgam Account.
	69. On January 3, 2022, Investor A wired the second $250,000 installment to the Amalgam Account.
	70. The same day, Jordan-Jones spent over $500 from the Amalgam Account at a sports apparel store in the SoHo neighborhood of Manhattan and withdrew an additional $5,500 in cash from the Amalgam Account.
	71. Between December 29, 2021, and January 31, 2022, Jordan-Jones transferred more than $40,000 from the Amalgam Account to Amalgam employees as backpay.
	72. Between January 3 and February 3, 2022, Jordan-Jones withdrew nearly $50,000 in cash from the Amalgam Account.
	73. Between January 4 and 6, 2022, Jordan-Jones made additional transfers totaling $30,000 into the bank account of Amalgam Member 1.
	74. In addition to the above, Jordan-Jones spent at least $111,000 of the $500,000 obtained from Investor A to pay his personal expenses, including the following approximate amounts: $38,000 at a luxury vehicle dealer in Virginia; $47,000 on hotels, i...
	75. By February 24, 2022, Jordan-Jones had spent Investor A’s entire investment, and the Amalgam Account balance was zero.
	76. Contrary to Jordan-Jones’ prior representations to Investor A, neither Jordan-Jones nor Amalgam spent any of Investor A’s funds on computer hardware or software, or licensing or integration fees associated with credit card networks.
	77. Also contrary to Jordan-Jones’ prior representations to Investor A that Amalgam would not distribute cash or property to its Members without Investor A’s approval, Jordan-Jones, who is an Amalgam Member, sought no such approval before making multi...
	78. In or around June 2022, Jordan-Jones requested additional funding from Investor A.
	79. In connection with that request, Jordan-Jones provided Investor A with a slide deck (the “Slide Deck”).
	80. In the Slide Deck, Jordan-Jones claimed that Amalgam had spent 32.98% of Investor A’s investment on “IT/Hardware” and 19.68% on “Licensing.”
	81. As Jordan-Jones knew or recklessly disregarded, his representations in the Slide Deck as to how Amalgam had spent Investor A’s investment funds were false; as detailed in paragraphs 66-76, Jordan-Jones did not spend any of Investor A’s investment ...
	82. Investor A did not make a second investment in Amalgam.
	Violations of Securities Act Section 17(a)
	83. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 82.
	84. Jordan-Jones, 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 has emplo...
	85. By reason of the foregoing, Jordan-Jones, directly or indirectly, singly or in concert, has violated and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C. § 77q(a)].
	Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
	86. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 82.
	87. Jordan-Jones, 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 exchang...
	88. By reason of the foregoing, Jordan-Jones, directly or indirectly, singly or in concert, has 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].
	PRAYER FOR RELIEF
	Dated: New York, New York
	Travis hill
	Thomas P. Smith, Jr.
	Sandeep Satwalekar
	Elizabeth Butler
	Mao Yu Lin
	Attorneys for Plaintiff
	SECURITIES AND EXCHANGE COMMISSION
	New York Regional Office
	100 Pearl Street
	Suite 20-100
	212-336-9135 (Hill)
	[email protected]