SEC v. Russell Armand; Maxwell Hernandez; Manpreet Singh Kohli; and Nam Tran, No. 1:24-cv-12586-AK, District of Massachusetts (Oct. 15, 2024) — Complaint

UNITED STATES DISTRICT COURT
DISTRICT OF MASSACHUSETTS

SECURITIES AND EXCHANGE
COMMISSION,

    Plaintiff,
            v.

RUSSELL ARMAND, a/k/a “Saitamaguru1”;
MAXWELL HERNANDEZ, a/k/a
“MaxEquation”;
MANPREET SINGH KOHLI, a/k/a “Mkay
Saitama,” a/k/a “mannythehitman”; and
NAM TRAN, a/k/a “Ntran1234,”

                                                Defendants.

Civil Action No. 24-CV-____(___)

JURY TRIAL DEMANDED

COMPLAINT
 Plaintiff, Securities and Exchange Commission (the “Commission” or “SEC”), alleges
the following against the defendants, Russell Armand, a/k/a “Saitamaguru1”; Maxwell
Hernandez, a/k/a “MaxEquation”; Manpreet Singh Kohli, a/k/a “Mkay Saitama,” a/k/a
“mannythehitman”; and Nam Tran, a/k/a “Ntran1234”:
SUMMARY
1. This action arises from the defendants’ unregistered and fraudulent offers and
sales of crypto assets being offered and sold as securities to the investing public and their
manipulative trading of those securities.
2. Starting in or around June 2021, Defendants Russell Armand, Maxwell
Hernandez, Manpreet Singh Kohli, and Nam Tran (the “Defendants”) engaged in a scheme to
distribute “Saitama Inu” (“Saitama”)—a dog-themed crypto asset that Defendants claimed would

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create wealth for investors through passive income and would supposedly promote financial
literacy and global financial well-being.
3. Starting in or around March 2022, defendants Armand, Kohli, and Tran (but not
Hernandez) also engaged in an overlapping scheme to distribute and manipulate the market for
“SaitaRealty”—a related dog-themed crypto asset that these three defendants launched to
supposedly “tokenize” both physical real estate and “digital real estate” in the metaverse, luring
investors with more promises of passive income and wealth creation.
4. Each Defendant offered and sold Saitama as a security, and defendants Armand,
Tran, and Kohli also offered and sold SaitaRealty as a security.  Defendants were thus required
to register those offers and sales with the Commission unless an exemption from registration was
available.  No Defendant filed a registration statement with the Commission for their offers or
sales, and no exemption from registration was available.
5. Each Defendant attempted to create active secondary markets on which Saitama
could be traded, and Defendants Armand, Tran, and Kohli attempted to create active secondary
markets on which SaitaRealty could be traded.
6. Defendants also engaged in manipulative trading of Saitama, making coordinated,
relatively small purchases of Saitama through multiple crypto asset wallets with the express
purpose of creating the false appearance of organic investor interest in Saitama.  At various
times, Defendants also hired two purported “market makers”—ZM Quant Investment Ltd. and
Gotbit Consulting LLC—to engage in manipulative trading on their behalf, thereby artificially
inflating Saitama and SaitaRealty’s price and trading volume on multiple trading platforms.
7. To generate investor interest in Saitama, Defendants promoted it through social
media and other public communication channels including X (formerly Twitter), Instagram,

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YouTube, Vimeo, Facebook, Discord, and the encrypted messaging platform Telegram.  They
also created a public website on which they published multiple iterations of a whitepaper
describing Saitama and Defendants’ efforts to create an ecosystem of applications that would
supposedly generate value for Saitama holders.  Armand, Tran, and Kohli promoted SaitaRealty
to investors through similar means.
8. Defendants made material misrepresentations via these channels about the nature
and functionality of Saitama; the applications and platforms they were developing to support
Saitama; and their own transactions involving Saitama, falsely telling the investing public, for
example, that Defendants had never sold their Saitama holdings and that they intended to hold
their Saitama while they were in fact dumping the crypto asset on unsuspecting retail investors.
Defendants also promoted the launch of a new crypto asset trading platform related to Saitama
throughout the fall of 2021, despite knowing that the platform would not be ready by the
promised launch date.  Meanwhile, as the doomed launch date approached, Defendants sold
additional large portions of their Saitama holdings to unsuspecting investors.
VIOLATIONS
9. As a result of the conduct alleged herein, Armand, Hernandez, Kohli, and Tran,
violated, and unless restrained and enjoined will continue to violate, Sections 5(a), 5(c), and
17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77e(a), (c) and 77q(a)],
Sections 9(a)(2) and 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C.
§§ 78i(a)(2) and 78j(b)], and Rule 10b-5(a), (b), and (c) thereunder [17 C.F.R. §§ 240.10b-5(a),
(b), and (c)].

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RELIEF SOUGHT
10. The Commission seeks permanent injunctions against Defendants; disgorgement
of all ill-gotten gains from the unlawful conduct set forth in this Complaint, together with
prejudgment interest pursuant to Sections 21(d)(5) and (7) of the Exchange Act [15 U.S.C.
§§ 78u(d)(5) and (7)]; civil penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C.
§ 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]; an order prohibiting
Defendants from participating, directly or indirectly, including but not limited to, through any
entity controlled by them, in any offering of securities, including any crypto asset security,
provided however, that such injunction shall not prevent them from purchasing or selling
securities listed on a national securities exchange for their personal accounts; a bar 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)] from acting as an officer or director of any issuer that has a class of
securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is
required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)]; and
such other relief as the Court may deem appropriate.
JURISDICTION AND VENUE
11. This Court has jurisdiction over this action pursuant to Section 22(a) of the
Securities Act [15 U.S.C. § 77v(a)] and Sections 21(d), 21(e), and 27 of the Exchange Act [15
U.S.C. §§ 78u(d), 78u(e), and 78aa].
12. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C.
§ 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa].  Certain of the acts, practices,
transactions and courses of business alleged in this Complaint occurred within the District of
Massachusetts, and were effected, directly or indirectly, by making use of means or

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instrumentalities of transportation or communication in interstate commerce, or the mails.  For
example, at all relevant times, Defendant Hernandez resided in the District of Massachusetts and
communicated with other defendants in furtherance of the violations of securities laws described
herein from within this District.  Defendants individually and collectively acted through and on
behalf of Saitama LLC, a limited liability company organized in the District and headquartered
in Lawrence, Massachusetts from its creation in August 2021 through its dissolution in June
2022.  Defendants offered securities to individuals who reside in the District.  In addition,
individuals residing in the District purchased Saitama during the period in which Defendants
Armand, Hernandez, Kohli and Tran made materially misleading public statements regarding
Saitama as well as the individual speaker’s intention to hold the security while surreptitiously
selling it.
DEFENDANTS
13. Russell Armand, a/k/a “Saitamaguru1,” 42, resides in Texas.  At all relevant
times, Armand was the Chief Executive Officer of Saitama LLC.
14. Maxwell Hernandez, a/k/a “MaxEquation,” 36, resides in Massachusetts.  At
all relevant times, Hernandez was the Chief Technology Officer of Saitama LLC.
15. Manpreet Singh Kohli, a/k/a “Mkay Saitama,” a/k/a “mannythehitman,” 39,
resides in India and London, England.  At all relevant times, Kohli was the Chief Financial
Officer of Saitama LLC.
16. Nam Tran, a/k/a “Ntran1234,” 49, is believed to reside in Washington.  At all
relevant times, Tran was the Chief Business Officer of Saitama LLC.
RELATED INDIVIDUALS AND ENTITIES
17. Saitama LLC was a limited liability company organized in Massachusetts in

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August 2021, headquartered in Lawrence, Massachusetts.  It was dissolved in June 2022, when
Armand, Kohli, and Tran formed a new company in Dubai and moved operations there.
18. “Individual 1,” 36, resides in Texas.  Individual 1 was a manager of Saitama LLC
and served as its Chief Marketing Officer (the “Saitama CMO”).
19. Gotbit Consulting LLC, a/k/a Gotbit Hedge Fund, (“Gotbit”) is a limited liability
company registered under the laws of Belize, with a registered office in Belize City, Belize.
Gotbit was founded in or around 2017 and purports to have offices in Armenia, Portugal, Turkey,
Vietnam, the United Arab Emirates, and the United Kingdom.  Gotbit offers various services for
crypto asset projects, including purported “market-making.”  The Commission has charged
Gotbit with securities fraud in a separate complaint.  See SEC v. Gotbit Consulting LLC et al. (D.
Mass. 2024).
20. ZM Quant Investment Ltd. (“ZM Quant”) is a company registered in the British
Virgin Islands that operated both inside and outside the United States.  ZM Quant offers various
services for crypto asset projects, including purported “market-making.”  ZM Quant purports to
have offices in Hong Kong, Singapore, London, and Seoul.  The Commission has charged ZM
Quant with securities fraud in a separate complaint.  See SEC v. ZM Quant Investment Ltd. et al.
(D. Mass. 2024).
21. Vy Pham resides in California and worked with members of the Saitama LLC
leadership team, including Defendants and “Individual 1.”  The Commission charged Pham for
conducting an unregistered offering of, and manipulating the market for, both Saitama and
another crypto asset being offered and sold as a security in a separate complaint.  See SEC v.
Pham (D. Mass. 2024).

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REGULATORY BACKGROUND
22.  As the Supreme Court has recently reemphasized, the Securities Act and the
Exchange Act “form the backbone of American securities law.”  Slack Tech., LLC v. Pirani, 598
U.S. 759, 762 (2023).  Together, these Acts provide for the regulation of various activities in the
markets for securities and define “security” broadly to include a wide range of assets, including
“investment contracts.”  Securities Act § 2(a)(1) [15 U.S.C. § 77b(a)(1)]; Exchange Act
§ 3(a)(10) [15 U.S.C. § 78c(a)(10)].
23. Congress enacted the Exchange Act in part to provide for the regulation of the
national securities markets.  Congress created the SEC and charged it with protecting investors,
preserving fair and orderly markets, and facilitating capital formation.  In keeping with
Congress’ goals, these Acts contain broad anti-fraud and anti-manipulation prohibitions.
24. Sections 5(a) and 5(c) of the Securities Act generally require an issuer of
securities to register an offering of securities through an effective registration statement before
the securities are offered and sold to the public.  See 15 U.S.C. §§ 77e(a) and (c).  Registration
statements for a securities offering provide public investors with material information about the
issuer and the securities to be offered and sold.
25. Over seventy years ago, the Supreme Court in SEC v. W.J. Howey Co., 328 U.S.
293 (1946), set forth the relevant test for determining whether an instrument is an investment
contract subject to regulation under U.S. securities laws.
26. Investment contracts are transactions, contracts, or schemes through which a
person invests money in a common enterprise and reasonably expects profits or returns derived
from the entrepreneurial or managerial efforts of others.
27. Congress defined “security” broadly to embody a “flexible rather than a static

8
 
principle, one that is capable of adaptation to meet the countless and variable schemes devised by
those who seek the use of the money of others on the promise of profits.”  Id. at 299.
BACKGROUND ON CRYPTO ASSETS
28. As used herein, the terms “crypto asset” or “token” generally refer to an asset
issued and/or transferred using blockchain or distributed ledger technology, including assets
referred to colloquially as a “digital asset,” “cryptocurrency,” “virtual currency,” and digital
“coin.”
29. A blockchain or distributed ledger is a database spread across a network of
computers that records all transactions in theoretically unchangeable, digitally recorded data
packages, referred to as “blocks.”  The system relies on cryptographic techniques for secure
recording of transactions.
30. The Ethereum blockchain is an example of a blockchain.  Ether (or “ETH”) is the
Ethereum blockchain’s native token.  (Some crypto assets may be “native tokens” to a particular
blockchain—meaning that they are represented on their own blockchain, though other crypto
assets may also be represented on that same blockchain, as is the case with the Ethereum
blockchain.)
31. ERC-20 is a standard protocol (or technical specification of the type of crypto
token) currently used on the Ethereum blockchain to create and represent tokens on that
blockchain.
32. A crypto asset “wallet” is hardware or software that enables users to store private
keys, which function like passwords that are used to access and transfer crypto assets.
33. Crypto asset trading platforms allow their customers to purchase and sell crypto
assets for fiat currency (legal tender issued by a country) or for other crypto assets, depending on

9
 
the platform.  “Off-chain” transactions are tracked in the internal recordkeeping mechanisms of
the platform but do not involve transferring crypto assets from one wallet to another, while “on-
chain” transactions are those involving the transfer of a crypto asset from one blockchain address
to another.
34. On July 25, 2017, the SEC issued the Report of Investigation Pursuant to Section
21(a) of the Securities Exchange Act of 1934:  The DAO, advising “those who would use . . .
distributed ledger or blockchain-enabled means for capital raising[] to take appropriate steps to
ensure compliance with the U.S. federal securities laws,” and finding that the offering of crypto
assets at issue in that report involved investment contracts and thus securities.
BACKGROUND ON MARKET MAKERS
35. “Market makers” are in the business of buying securities from those who wish to
sell, and selling securities to those who wish to buy, and operate in many traditional securities
markets.  Market makers “make markets” by continuously and publicly quoting both a price at
which they are willing to buy a security (the “bid”) and a higher price at which they are willing
to sell the security (the “ask”).  The difference between these prices is known as the “bid-ask
spread,” (or just “the spread”) and is one of the ways market makers earn money through both
buying and selling—i.e., “making a market” for—securities.
36. Market makers can affect the liquidity, depth, and efficiency of markets by
ensuring that there is always a counterparty willing to transact with buyers and sellers at publicly
quoted prices.  This is especially the case for thinly traded securities, where there may be few
“natural” (or “organic”) buyers and sellers in the market.  A market maker can provide liquidity
to a seller of a security when it is difficult to find a natural buyer, or to a buyer of a security
when it is difficult to find a natural seller.

10
 
37. In traditional securities markets, trading platforms such as national securities
exchanges frequently offer incentives for market makers to provide real liquidity to traders on
the platform, even for illiquid securities and during periods of market stress.
38. In traditional securities markets, market makers and other market participants are
regulated with a view toward promoting benefits to the overall market and deterring any conflicts
of interest or unfair trading advantages.  Market makers are subject to requirements regarding
registration, capital, trade reporting, and business conduct standards, among other things.  By
contrast, self-described market makers operating on unregistered crypto asset trading platforms
do not adhere to these requirements.  In such an environment and in the absence of regulatory
compliance and its concomitant oversight, market makers have ample opportunities to act on
powerful incentives to manipulate a token’s price and/or trading volume.
39. For example, unlike in the traditional, regulatorily compliant markets, in the
crypto asset markets it is often the token offeror who pays these market makers a monthly fee.
These fees pay for services that may include artificially inflating trading volumes to create the
false impression that there is a robust market for what is in reality a thinly traded crypto asset.  A
market maker might accomplish this by using one or more accounts it directly or indirectly
controls to trade against its own quotation.  Here, there is no change in beneficial ownership of
the asset traded, but the trade creates the appearance of a market-driven transaction.  This
phenomenon is known as “wash trading.”
40. Similarly, the token offeror might seek to have one or more market makers create
artificial volume to meet minimum requirements for having their crypto asset made available on
one or more crypto asset trading platforms.  This could give the crypto asset greater prominence
and potentially attract more natural buyers and sellers.

11
 
41. Manipulative trading can benefit both the offeror and the market maker at the
expense of natural investors.  Each has incentives to generate public interest in the token so that
they can liquidate their token supplies at higher prices—particularly if the crypto asset’s offerors
and their affiliates have retained large portions of the assets at inception (as is common in the
crypto asset markets), which they cannot monetize absent demand from natural buyers.
FACTS

42. Saitama is an ERC-20 standard token on the Ethereum blockchain.
43. No later than June 2021, Defendants published a website and a whitepaper in
which they described Saitama as a “platform that promotes global financial wellbeing by
empowering the youth to be in control of their money and create their own wealth
opportunities.”
1

44. According to the whitepaper, Defendants would build an “ecosystem” of products
and services specifically built for Saitama, including:
a. a smart wallet application called “SaitaMask,” which Defendants described in
the whitepaper as “a safe and smart wallet that will allow the community to
store their digital assets like $SAITAMA and learn about finance and
investment opportunities”;
b. a marketplace called “SaitaMarket” in which individuals could “use $Saitama
and other partner tokens to purchase goods and services”;
c. a platform for creating and trading so-called non-fungible tokens (“NFTs”)
called “SaitaMaker” in which users could “create, launch and promote
 
1
  According to the Saitama whitepaper, the Saitama “brand and token name took inspiration from the
legend of a mysterious ‘ghost dog’ that is said to be roaming the mountains in the region of Saitama in
Japan” and is revered as “a guardian against misfortune.”

12
 
projects based on the $SAITAMA monetary system”; and
d. a “multi-channel content platform” called “Saitama Edutainment” that would
educate young investors “on how to save, invest, manage money and create
wealth opportunities while entertaining our audience.”
45. Defendants were among the leaders of a project to develop this ecosystem.  Over
time, Defendants in fact developed and launched many of these products.  Moreover, they
continued to expand the Saitama “ecosystem” to include other products, including a new “smart
wallet” application called “SaitaPro” and a crypto asset trading platform called “SaitaSwap.”
46. Defendants Armand, Kohli, and Tran also participated in the development and
promotion of SaitaRealty, a separate, but related crypto asset that was offered and sold as a
security, along with a corresponding physical and virtual real estate platform; a virtual debit card
that purported to allow users to make payments using crypto assets (“SaitaCard”); and an
application that purported to use artificial intelligence to ship packages (“SaitaLogistics”).
47. Defendants promoted Saitama and the Saitama ecosystem through several social
media and communications platforms, including X (formerly Twitter), Instagram, YouTube,
Vimeo, Facebook, Discord, and the encrypted messaging platform Telegram, in addition to the
Saitama website, which they periodically updated and on which they published a series of
iterative whitepapers that described Saitama, and their collective efforts to generate value for
Saitama investors.
48. All of these communications were aimed at the investing public, including
investors in the United States.
49. At all relevant times, Defendants had ultimate authority over the statements made
in their personal social media accounts.  Defendants also collectively controlled the official

13
 
Saitama social media accounts, and both contributed to and approved the contents of the Saitama
website and the Saitama whitepapers available on the site.
50. Defendants were aware of the contents of the website and the whitepapers, and
both adopted and promoted them (often linking to them) on their personal and official Saitama
social media accounts.
I. Defendants Engaged in Unregistered Saitama Offers and Sales.
51. Defendants offered and sold Saitama as a security, specifically as an investment
contract, on numerous crypto asset trading platforms.
52. First, Saitama purchasers, including those who bought it on crypto asset trading
platforms, invested money—specifically U.S. dollars, Bitcoin, or ETH—when they purchased
Saitama.
53. Second, all Saitama purchasers invested in a common enterprise with each other
and with Defendants, who at all relevant times retained significant Saitama holdings.  Because
the value of Saitama rose or fell together for all holders, all Saitama holders profited or suffered
losses in amounts proportionate to their Saitama holdings.  As such, their financial fortunes—
including the realization of future profits—were inextricably tied to the financial fortunes of each
other as well as those of Defendants.
54. Defendants each offered and sold Saitama to the investing public both to enrich
themselves personally, and to collectively fund their efforts to develop the “Saitama ecosystem.”
55. In addition, Saitama investors’ financial fortunes depended on Defendants’ efforts
to grow the Saitama ecosystem, including by creating new uses for Saitama such that its utility
would increase, thereby increasing the demand for, and correspondingly the price of, Saitama.
56. Moreover, for each on-chain Saitama transaction, two percent of the value of the

14
 
transaction was redistributed to Saitama holders in proportion to their Saitama holdings, and
another two percent of the value of the transaction was “burned” or destroyed, decreasing the
supply of Saitama.
2
  These automatic redistributions of Saitama further ensured that the financial
fortunes of Defendants (who held large positions in Saitama and were developing uses for the
token, including with the proceeds of Saitama sales) and the financial fortunes of other investors
were intertwined.
57. Third, Defendants led Saitama investors to reasonably expect that they would
profit from their Saitama investments, based on Defendants’ entrepreneurial and managerial
efforts.
58. Through the Saitama website, whitepaper, social media, and other public outlets,
Defendants held themselves out, together with others, as the driving force behind the creation
and future development, maintenance, and growth of the Saitama ecosystem from which Saitama
derived its value.
59. Moreover, beginning as early as July 2021, Defendants identified themselves on
the Saitama website and highlighted their backgrounds; their purported experience in traditional
finance and crypto-related projects; and their entrepreneurial and managerial efforts to increase
the value of Saitama.
60. In August 2021, Defendants further formalized the management of the Saitama
project by establishing Saitama LLC in Massachusetts, with each Defendant (and Individual 1)
serving as a manager of the corporate entity.  At various times, Defendants publicly identified
themselves as corporate officers of the Saitama enterprise:  Armand identified himself as
 
2
 “Burning” crypto assets refers to sending those assets to an inaccessible wallet from which the tokens
cannot be withdrawn, thereby removing them from circulation.

15
 
Saitama’s Chief Executive Officer and Chief Operations Officer; Hernandez as its Chief
Technology Officer; Kohli as its Chief Financial Officer; and Tran as its Chief Business Officer.
61. Defendants published the first Saitama whitepaper in June 2021.  In that
whitepaper, Defendants expressly and repeatedly described Saitama as an investment with the
potential for substantial profit, while describing themselves as the individuals who would
undertake the efforts needed to achieve those profits—specifically, as “a group of committed
individuals” that “took over [the Saitama] project and continued developing it.”  That
development took the form of creating various applications, including those previously
described, in which investors could supposedly use and trade Saitama tokens.
62. Investors were led to reasonably expect not only that Defendants’ development of
these applications would increase demand for Saitama and therefore its price, but also that such
applications would lead to additional Saitama transactions.  As described above, each on-chain
transaction resulted in a two-percent redistribution to existing Saitama holders and an additional
two-percent burn.  From the earliest iterations of their Saitama website and whitepaper,
Defendants touted these aspects of Saitama as a way for investors to earn passive income on their
Saitama holdings.
63. Defendants’ promises of profits only intensified over time.  In September 2021,
for example, Defendants updated the Saitama website to inform prospective investors,
“Everyone is expected to make profit.”  They explained that because “2% of every transaction
with $SAITAMA is deducted and redistributed to our pool of holders . . .  [i]t means that just by
holding it you will see the number of [your] tokens increasing automatically everyday as the
community transacts.”  Defendants also continued touting Saitama as a “Deflationary Currency,”
noting that because an “additional 2% of the amount of all transactions is taken out of

16
 
circulation, . . . our token supply is constantly shrinking and making your $SAITAMA increase in
value with time.” (emphasis added).
64. Beyond their statements on the Saitama website and whitepapers, Defendants
periodically explained their ongoing efforts to generate profits for Saitama investors in a series of
“ask me anything” interviews on YouTube, in which investors and potential investors could pose
questions to Defendants and other leaders of the Saitama project.  Each Defendant participated in
one or more of these sessions in which they touted Saitama as an investment to the public.
65. In one of those interviews from January 2022, Armand, joined by Hernandez,
Kohli, and three others, explained:
[A]ll the different things that we’re doing, it’s all geared with the same
premise—and that’s to make the token more valuable—to make Saitama
more valuable, to make the price increase, to burn more of the circulating
supply, to give it more of a use case.

66. In discussing Defendants’ development of the SaitaMask application, for
example, Armand stated, “It’s for one purpose only—and that’s to make Saitama[’s] price
increase, to make the coin more valuable, to give it more utility.  Everything we do . . . it is all
geared to make this company and coin more valuable.”
67. Defendants also led investors to reasonably expect to profit from their Saitama
investments by publicly touting the results of Defendants’ efforts to have Saitama listed on
numerous trading platforms, where investors would be able to sell their Saitama for a profit.
Saitama initially traded on Uniswap, and later on numerous other platforms, including at various
times Bybit, OKX, Gate, LBank, Bitmart, MEXC, and XT, among others.
68. At all relevant times, Defendants encouraged investors to purchase Saitama, and
provided specific instructions on how to do so on the Saitama website.
69. As a result of the above representations and the economic reality of what

18
 
in relatively small increments, they successfully induced large Saitama holders to sell their
positions while simultaneously attracting new Saitama purchasers.  During their approximately
two-day buying spree, the price of Saitama increased by approximately 60 percent.
74. Defendants, Pham, Individual 1, and others involved in the scheme, described
their plan—and their successful execution of it—on July 3 and 4, 2021 in a private group chat on
Telegram.
75. In that private Telegram group chat, Armand explained that he was creating a
separate public Telegram “shill group” to promote Saitama to potential investors.  Armand was
confident that if he initially populated his “shill group” with some people and “some bots,” then
“a lot of [people] will join.”  He explained:  “If we add this to a pump we create.  A lot of
[people] will FOMO in.”
3
  Pham asked:  “How much are we gonna pump now?”  Armand
responded:  “We will create an illusion of massive buys and new holders . . . .  It’ll incite
[people] to buy more.”  Armand continued, stating the group was “[b]asically creating our own
pump through illusion.”
76. Kohli and Tran reported to the group that they were ready to buy, and Individual 1
(the Saitama CMO) demonstrated his agreement with the plan with the following GIF:

77. Armand, Kohli, Tran, Pham, and Individual 1 continued to discuss the optimal
 
3
  In this context, “FOMO” or “fear of missing out” refers to investors’ “fear” that they may lose out on
profiting from an increase in a crypto asset’s price.

19
 
size of their purchases to accomplish the “pump.”
78. Defendants coordinated their purchases with Armand’s public “shilling” of
Saitama on Telegram.  As potential investors joined Armand’s public Telegram group,
Defendants, along with Pham and Individual 1, each began purchasing Saitama.  Armand
instructed them to purchase two to three trillion Saitama per transaction.  Although numerically
large, two to three trillion Saitama was small relative to the total initial supply of Saitama, which
was approximately 100 quadrillion.  Armand explained, “W[e] want [a] list of small buys to look
like it’s mor[e] buyers.”  Pham, Kohli, Hernandez, Tran, and Individual 1 all began purchasing
Saitama at Armand’s direction and discussed their transactions in the private Telegram group
chat.
79. For instance, Tran noted that people were joining Armand’s public Telegram chat
group and told his co-Defendants to begin buying immediately.  Armand responded:  “Is like
fishing with dynamite.”  Pham, Tran, and Individual 1 agreed, each responding “Lol.”  Pham
repeatedly emphasized the need for the group to closely coordinate its purchasing (the timing,
volume, and number of wallets), in order to maximize its impact on price and to convince the
“whales” to sell.
80. Each Defendant participated in the coordinated purchases of Saitama, which
occurred in multiple rounds over the course of July 3 and July 4, 2021.  Tran, for instance,
announced in the private Telegram group chat:  “Round 2 start [sic] now!”  Hernandez
responded that he “bought a few times.”  Tran later asked the other project leaders:  “Round 3?”
Armand responded:  “[Y]ea small buys,” again advising the group to make multiple small
purchases to create the appearance of broad public interest in Saitama and obscure the fact that a
small number of Saitama insiders were responsible for the increased demand.  In response,

20
 
Pham, Tran, and Kohli each confirmed they were once again buying Saitama.  Pham noted:
“[T]his is where new holders will get attracted . . . and give people confidence.”
81. A few hours later, Armand told Kohli again to keep his purchases small,
explaining that “the idea is to keep the [price] chart trending upward to generate traction and
stability[.]  Will keep [people] from wanting to sell and will instead buy more.”  Kohli indicated
he understood the plan:  “Gaaaaat it.”

82. Defendants discussed in their private Telegram group chat how their coordinated
purchases were in fact succeeding in inducing new investors to purchase Saitama.  Relatively
early in their efforts, Armand reported that their purchases were increasing the number of
Saitama holders: “Soooo success so far.”  Hernandez agreed:  “[Y]es holder increase is pretty
steady.”  Armand later reported to the group:  “Holders are increasing nicely and distribution is
looking much better.  We have a better foundation today then [sic] we did last week from the
eyes of a future investor.”  Kohli responded:  “And sell again on high what we created.”
83. Armand apprised the group of the status of their efforts, stating for example,
“We’ve already bled out most of the big wallets[;] there’s only a couple that remain.”  After a
few hours of continued coordinated purchases by Defendants and other Saitama project leaders,
Armand reported that one of the wallets they targeted sold roughly 800 trillion Saitama, leading
Armand to conclude:  “Mission semi-accomplished.”
84. Defendants and others involved in the scheme recognized the need to hide their
coordinated purchases from the investing public not only by breaking their Saitama purchases
into small transactions, but also by using multiple wallets to disguise their coordinated activity.
For example, after making a series of Saitama purchases, Kohli asked others in the private group
chat whether he should use another account, noting “all from same . . . looks weird.”  The

21
 
Saitama CMO responded:  “Yes . . . . Use two or 3 wallets.”  Later, Kohli commented, “I think
too many from my address wallet,” referring to the number of Saitama purchases he made from
the same wallet address.  Armand replied, “Yea need new wallet.”
85. Defendants understood that they needed to keep their coordinated purchases
hidden from the investing public.  Kohli, for instance, warned the participants in the private
Telegram group chat:  “Don’t involve too many in group . . . .  It will really bring downfall if
someone take screen shot and start posting.”
86. After two days of coordinated purchases of Saitama that eliminated many large
wallets and expanded the number of Saitama investors, Armand complimented Pham and the rest
of the Saitama project leaders:  “Ladies and gentlemen that is how you start a hype.  Perfectly
executed well done all[.]  Still have to keep small buys incoming if it pulls though.  Lot of ppl
[people] watching chart right now[.]”  Later in the day, after continued discussion of their
manipulation of Saitama, Tran posted to the group
:

87. Later in the conversation, Individual 1 (the Saitama CMO) added:

88. Working in the manner and for the specific purposes described above, Defendants

22
 
collectively purchased more than 242 trillion Saitama from July 3 to July 4, 2021.  Specifically:
a. Armand purchased approximately 36.5 trillion Saitama for approximately
$1,207;
b. Hernandez purchased approximately 111.13 trillion Saitama for
approximately $4,255;
c. Kohli purchased approximately 82.99 trillion Saitama for approximately
$3,021; and
d. Tran purchased 12.3 trillion Saitama for approximately $434.
89. In addition, Pham and Individual 1 purchased another approximately 308 trillion
Saitama during that period.
a. Pham purchased approximately 258.81 trillion Saitama for approximately
$8,859; and
b. Individual 1 purchased approximately 48.97 trillion Saitama for
approximately $1,692.
III. Defendants Hired Purported Market Makers to Inflate the Trading Volume of
Saitama and SaitaRealty.

A. ZM Quant Manipulated the Trading Volume of Saitama and SaitaRealty.

90. In or around September 2021, as Defendants prepared to launch Saitama on
additional crypto asset trading platforms, they began discussing with ZM Quant the possibility of
serving as the token’s “market maker.”
91. During these introductory discussions, ZM Quant provided Defendants with a
slide deck to pitch its services, touting ZM Quant’s ability to “attract market participants” by

23
 
providing “increased volume” and “perfect candles.”
4
  ZM Quant also sent Defendants a two-
page document listing five different levels of service offerings, with the cost ranging from
$1,500 to $10,000 monthly to be paid in USDT (or “Tether,” another crypto asset).  The most
basic offering, for $1,500 in Tether per month, was entitled “Trading bot for candle chart and
volume” and promised, among other things, to “[d]emonstrate [a] good and continuous candle
chart” and to “create volume in accordance with your case.”
92. Defendants understood the reference to “perfect candles” and “continuous
candles” to mean that ZM Quant would engage in manipulative trading to artificially “create
volume” with the intent of generating trading charts that suggest steady growth of—and organic
investor interest in—a particular crypto asset.
93. Defendants ultimately engaged ZM Quant to provide these services, initially for
Saitama and later SaitaRealty, at the service level priced at $1,500 in Tether.
 
94. From 2021 through 2023, Defendants paid ZM Quant at least $27,000 for the
express purpose of creating artificial trading volume for these tokens on various crypto asset
trading platforms.
95. To achieve these ends, Defendants regularly provided ZM Quant with both
Saitama and SaitaRealty tokens for trading on various crypto asset trading platforms.
96. For example, in or around January 16, 2023, Tran and Kohli requested a call with
ZM Quant to “set up funds and API for mm [market making].”  Approximately 20 minutes after
 
4
  A “candle” is a graphic snapshot of whether the market price of a security moved positively or
negatively and to what degree.  The “candlestick” measures the opening and closing prices during a given
timeframe, and the “wick” measures the highest and lowest prices.  A “green candle” shows that a
security’s market price has increased during the relevant period, whereas a “red candle” shows that a
security’s market price has decreased during the relevant period.

24
 
requesting the call, Tran confirmed to ZM Quant that he had deposited “2k each pair” for
“Saitama(v2)”—the second version of the Saitama token
5
—on the “XT” trading platform.
Approximately two hours later, ZM Quant confirmed that it would start market making “asap.”
97. Approximately 12 hours thereafter, Tran asked ZM Quant to “also put XT live.”
 
98. Trade data from the XT trading platform reflects that during the 24-hour period
following the call and subsequent Telegram chat described above, transaction volume increased
significantly from fewer than 16 million trades and less than $20 in trading volume to more than
132 billion trades and $250,000 in trading volume.
99. Trading volumes for Saitama on the XT platform increased substantially from
there and stayed above the pre-manipulation levels for months thereafter.  Figure 1 summarizes
data extracted from the XT trading platform that illustrates this spike in trading volume.

Figure 1:  Transaction quantity and volume for Saitama, January 2023
 
5
  In or around mid-2022, the Saitama project leaders released a new version of the Saitama smart contract
(i.e. “v2”).  The total supply of Saitama was reduced, with existing investors receiving new Saitama
tokens in proportion to their existing holdings.  The token “tax” was altered, but the structure and
incentives remained similar.

25
 
100. The following day, after Saitama trading volumes had increased on XT as a result
of ZM Quant’s wash trading, Tran sent ZM Quant the information that it would need to trade the
SaitaRealty token on Bitmart and requested that ZM Quant “please get that going also.”  Less
than 24 hours later, Tran followed up to request that ZM Quant start trading “asap,” and a ZM
Quant employee indicated that he had started the trading bot for the SaitaRealty token on
Bitmart.  Approximately 45 minutes after that, however, that employee reported high trading
fees, which led him to report that he was going to “pause the self trade for now,” meaning that he
would stop trading back and forth between accounts controlled by ZM Quant—i.e., wash trading.
101. At other times, ZM Quant generated artificial trading volume on the XT platform
for the express purpose of meeting XT’s minimum volume requirements.  For example, on or
around May 26, 2023, a representative from the XT trading platform warned the leaders of the
SaitaRealty project in a private Telegram chat that the SaitaRealty token was at risk of being
“delist[ed]” if its trading metrics did not improve.
102. In response, Defendant Tran immediately replied to the group, which included
ZM Quant, “[w]e will increase volume within a day.”  Tran then asked for XT to “whitelist” an
account for “market making” to avoid the platform’s trading fees.
103. Once XT approved the whitelist request and ZM Quant was cleared to restart
trading, trading volume for the SaitaRealty token increased immediately.  Specifically, trading
volume increased from de minimis levels in the several days prior to the May 26, 2023 Telegram
chats with XT to quadrillions of individual trades and billions of dollars in daily volume the day
after the Telegram chat.  Figure 2 below summarizes the data from the XT platform that
illustrates the foregoing, reflecting a more than 412,000,000,000 percent increase in transaction
quantity volume from the last day there was trading four days earlier.
 

26
 
 
Figure 2:  Trading quantity and volume for SaitaRealty in May-June 2023
104. Trading volume for the SaitaRealty token did not drop below eight figures for
months thereafter.
105. ZM Quant’s involvement in trading the Saitama and/or SaitaRealty continued
through at least September 2023.
B. Gotbit Manipulated the Trading Volume of Saitama.

106. Beginning not later than in or around March 2023, Defendants Armand, Kohli,
and Tran hired Gotbit to manipulate Saitama’s trading volume on a crypto asset trading platform
called LBank.  Gotbit controlled the total volume on the platform through wash trading
masquerading as “market making.”
107. Generally, Gotbit inflated Saitama’s trading volume at the request of these
defendants.

27
 
108. But Gotbit’s control of the market meant Gotbit could also quickly reduce trading
volume on request if necessary.  In at least one instance, that is exactly what Gotbit did at the
request of LBank, which viewed Gotbit’s Saitama wash trading volume as so high that it posed
risks to the reputation of the trading platform.
109. Specifically, on April 29, 2023, a representative of LBank stated in a private
Telegram chat with Gotbit and Armand, Tran, and Kohli:  “[O]ur risk control found that your
trading volume is too high, which already effect [sic] your project and our exchange, pls reduce
the trading volume under 200k ASAP.  Otherwise they have to interrupt data interface
connection with cmc [i.e., CoinMarketCap] and cg [i.e., CoinGecko].”
110. Gotbit understood that maintaining a presence on websites like CoinMarketCap
and CoinGecko is crucial for attracting investors.  So Gotbit agreed to pull back its wash trading.
A Gotbit employee replied:  “We already decreased our volume but it will take some time to
make the daily volume figure go down[.]  I think result will be noticeable in about 6 hours[.]”
111. Armand, Kohli, and Tran also hired Gotbit to conduct wash trading on XT.  After
establishing “whitelisted” accounts with XT that allowed Gotbit to wash trade with no fees or
minimal fees, Gotbit began its wash-trading campaign in November 2023, increasing the trading
volume on XT roughly 90-fold to more than $74 million in a single day.
IV. Defendants Made Materially False and Misleading Statements About Saitama, the
Saitama Ecosystem, and Their Personal Trading in Saitama.

A. Defendants Made False Statements About the Ability of Saitama’s Smart
Contract Code to Protect Investors from Market Manipulation.

112. Beginning in June 2021, Defendants claimed on their website that features of the
Saitama code would protect investors from price manipulation by individuals who held large
Saitama positions.  For instance, one of the earliest versions of the Saitama website, which was

28
 
active at least as of July 26, 2021, claimed that Saitama incorporated an “Anti Whale Contract”
that was designed to combat the large holders’ efforts “to manipulate prices to their advantage.”
Defendants knew or were reckless in not knowing that this claim was materially false and
misleading.
113. Hernandez examined the Saitama smart contract code himself and found no
evidence of any feature that would prevent price manipulation or dumping by large Saitama
holders.  On July 24, 2021, he asked another coder involved in the Saitama project whether the
smart contract code contained any such features.  In a private Telegram chat, the coder
confirmed:  “There is no anti whale code in this contract.”  Hernandez provided this information
directly to Armand and Tran in a separate private Telegram chat on July 26, 2021.  Hernandez
stated, “[W]e have to discuss this and create a damage control plan because we have been all
under the impression there was anti-whale code.”  Hernandez and Armand agreed to keep the
matter “internal” to the Saitama project’s leadership, which included their co-Defendants.
114. Despite knowing that there was no “anti-whale code,” Defendants continued to
promote this purported feature of Saitama on their website, which continued to mislead investors
to believe that the coding of the Saitama contract prevented price manipulation and dumping by
holders of large quantities of Saitama.
115. In fact, rather than correct or remove the false and misleading description of the
Saitama code, Defendants doubled down, updating the website in or around August 2021 to,
among other things, highlight the purported anti-whale coding, expressly stating that Saitama
was “coded in a way that prevents big wallet holders (whales) from trying to manipulate the
price in their favour or from dumping the token by selling out.”  Defendants knew or were
reckless in not knowing that this statement was false and misleading.  No coding feature of

29
 
Saitama prevented “whales” from “trying to manipulate the price” or from “dumping the token.”
116. Defendants knew this not only because Hernandez told them no “anti-whale”
feature existed, but also because they themselves were large holders of Saitama who easily
manipulated its price and dumped their holdings.  Moreover, they sought to buy out other
“whales” expressly to prevent them from dumping their holdings and collapsing the price,
thereby demonstrating their knowledge that nothing in the Saitama code would prevent such
investors from doing so.
117. Defendants continued to promote this non-existent feature of the Saitama smart
contract after learning that it did not exist.  For example, on December 4, 2021, Armand posted
to X:  “The @InuSaitama provides:\nჍ჏ა Deflationary token\nചഛജഝഞട Passive income\n૷૸ૺૻૼ Anti-
whale trap.”  Armand, Kohli, and Tran each included in their X profiles a link to the Saitama
website containing what they knew to be materially false and misleading statements about the
Saitama coding.  They also linked to the then-current iteration of the Saitama whitepaper in some
of their posts to X.
B. Defendants Manipulated Saitama’s Ranking on a Popular Website and
Deceptively Promoted that Inflated Ranking to Investors.

118. DEXTools is a well-known website in the crypto asset community that contains
information on various crypto assets that trade on purportedly “decentralized” trading platforms.
Among the information available on the website is a “community trust score” for each crypto
asset and a list of crypto assets that are “trending” in increased popularity, based on, among other
things, the number of queries from website users relating to the crypto asset, and whether users
designate the crypto asset as a “favorite.”
119. Defendants believed that increasing Saitama’s community trust score and causing
it to trend on DEXTools would generate investor interest and increase the demand for Saitama.

30
 
So they set about manipulating those rankings on DEXTools and promoting Saitama based in
part on those manipulated rankings.
120. Beginning in or about July 2021, Defendants at various times artificially inflated
Saitama’s community trust score and caused Saitama to trend on DEXTools by making it appear
as though a broad base of Saitama holders were interested in and trusted Saitama.  Specifically,
Defendants used multiple computers, cryptocurrency wallets, web browsers, and web browser
tabs to continuously access the DEXTools website and choose Saitama as a “favorite,” “upvote”
Saitama to increase its community trust score, and ultimately cause Saitama to be featured on
DEXTools as a trending crypto asset.
121. Tran provided other Defendants with written instructions to accomplish the
manipulation.  He noted:  “[M]y pc can runs [sic] 24/7,” enabling him to engage continuously in
the conduct described above.  Hernandez, who also engaged in the ranking manipulation,
responded, “Yea same I threw it on one of my servers.”  Armand noted:  “Think we need several
wallets to do this holding 1000 dex coins with multiple tabs open that’s the ࠣࠤࠥࠦࠧࠨࠩࠪ[.]”
122. Tran sent the other Defendants a video depicting his efforts to manipulate the
Saitama rankings on DEXTools using his own computer with approximately 11 web browser
windows:

31
 

Figure 3:  Still image from video depicting Tran’s computer
123. Armand noted that he had previously had success using these manipulative
techniques with another crypto asset and that “3-4 ppl [people] running a few tabs with about 20
likes,” which had caused that crypto asset to rise to “#12 on dextools.”  He continued, “If we can
get 100 likes and 10 devices connected each running 10-15 tabs we can hit #2-5 easily,” referring
to boosting Saitama’s ranking on DEXTools by using multiple machines with multiple web
browser tabs querying DEXTool’s Saitama page.  Tran responded, “Hahah Max and I can handle
those tabs.”  Defendants continued to use these deceptive techniques to promote Saitama’s
rankings on DEXTools at various times while they were selling their Saitama holdings.
124. As Defendants improved Saitama’s profile on DEXTools through these deceptive
means, Defendants then promoted their manipulated rankings to the investing public via X and
Instagram, among other platforms.  For example:
a. On July 16, 2021, Armand posted to X:  “RT @InuSaitama:  Looks [sic] at
this chart! We will have new [all time] high price soon!! ၍၎၏๞๟๠ⶱⶳⶴⶵⶶ⶷ⶸⶹ๋์ํ๎๏ and we
are Top Trending Dextools 5 days in the roll now ᤻᤹᤺ #SaitamaIn...[sic]”

32
 
b. On July 25, 2021, Kohli posted to X:  “RT @InuSaitama: ልሎሏሑUpdate on 07/25
გდევზთNew ATH 1260! ... ചഛജഝഞടTop 7 Dextools ... ᎜᎝105.2% 24h; ᎜᎝1446.72 %
WoW۝ ۜ۞۟8286+ Holders,” referring to an all-time high (“ATH”) price for
Saitama, along with 24-hour and week-over-week (“WoW) gains, and
increases in the number of holders of the crypto asset.
c. On August 1, 2021, one of Saitama’s primary X accounts (@WeAreSaitama)
that was controlled by Defendants posted:  “ചഛജഝഞടTop 3 Dextools. ”
d. On September 13, 2021, Tran posted to X:  “We are #1 Dextools Trending 6
days straight and the 4 hour chart is so Bullish ๞๟๠ⶱⶳⶴⶵⶶ⶷ⶸⶹ.”  Two days later, he
posted to X that Saitama was “๞๟๠Top 6 Trending Dextools.”
C. Defendants Falsely Claimed that Saitama’s Business Plan Was Reviewed by
Regulators.

125. Beginning at least in or around September 2021, Defendants stated on the Saitama
website that their whitepaper “has been reviewed by regulators, third-party audit firms and
advisors, that includes legal and industry experts.”
126. Defendants knew or were reckless in not knowing that this statement was false
and misleading.  The whitepaper was not reviewed by regulators.
127. This statement was material to investors, as it provided false assurances that
Defendants had complied with applicable laws in offering and selling Saitama to the investing
public, and false assurances regarding the purported veracity of statements they made in the
Saitama whitepaper.

33
 
D. Defendants Each Made False Statements to Investors Regarding Their Sales
of Saitama.

128. On October 31, 2021, Armand posted to social media platform X “zero 
saitama sold just to be clear lol.”  This statement from Saitama’s Chief Executive Officer was
materially false and misleading.  That day alone, Armand sold 490 billion Saitama.  He had sold
more than 240 trillion Saitama in the six months preceding that false X post.
6
  Moreover,
Armand falsely stated in a November 2, 2021 interview available on YouTube that he had not
used Saitama as a “revenue stream” or for “personal gain.”  To the contrary, by that time,
Armand had sold approximately 32 trillion Saitama for more than $1 million in proceeds.
129. Similarly, in an interview posted to YouTube on September 15, 2021, Hernandez
falsely claimed that, like Armand, he too had never sold Saitama.  “I myself haven’t really sold
anything since the beginning . . . and if I have taken anything out of my wallet it’s been, you
know, to donate for like you know giveaways and other stuff like that.”  This public statement,
coming from Saitama’s Chief Technology Officer and developer of the SaitaMask platform, was
materially false and misleading.  By September 15, 2021, Hernandez had sold more than 541
trillion Saitama for more than $175,000 in proceeds.
130. Tran also made materially false and misleading public statements regarding his
Saitama transactions.  On September 15, 2021, for example, Tran posted to X at 8:17 a.m.:  “I
am buying more” Saitama.  That night, Tran posted to X an image of a price chart for Saitama
and stated that Saitama’s price had reached a new all-time high.  While telling the public that he
was buying more Saitama and touting its price, he actually sold nearly 1.2 trillion Saitama (net)
 
6
 Armand had been planning to sell his Saitama holdings for some time.  In a private Telegram chat on
July 25, 2021, he told Tran:  “I will be pulling some out in another month or two . . . Adding a waterfall to
my pool in backyard.”

34
 
that day yielding proceeds of more than $8,000.  On October 23, 2021, Tran posted to X, “I said
HOLD!” along with an image depicting the Saitama mascot on a rocket, suggesting a rapid price
increase:

131. Meanwhile, on October 23, 2021, Tran sold approximately 1.53 trillion Saitama
yielding net proceeds of more than $90,000.
E. Defendants Armand, Tran, and Kohli Made Materially False and Misleading
Statements Regarding the Development of SaitaMask.

132. Defendants also sold Saitama amid misrepresentations as to the readiness of the
SaitaMask trading platform and mobile app, which was one of the key features of the Saitama
ecosystem that Defendants promoted as potentially increasing Saitama’s value.  Specifically,
Defendants promoted SaitaMask as a pillar of the “Saitama Inu Ecosystem” and described
SaitaMask on their website as “a one stop show where you can connect your payment system of
choice and be able to buy, sell, swap, transfer and do whatever you need with any coin without
leaving the mobile app.”  The website also described using SaitaMask for connecting to
Saitama’s educational content and connecting to two other Saitama platforms purportedly being

35
 
developed by Defendants:  “SaitaMaker and SaitaMarket, helping users to buy and sell items
with crypto inside the app.”
133. Starting in September 2021, Saitama announced that a SaitaMask launch party
would be held in November 2021.  Specifically, on September 16, 2021, Armand tweeted,
“November 13th will go down in history” along with an image of a phone that appeared to be
running the SaitaMask app, captioned “SaitaMask Where no wallet has gone before.”  Closer to
the time of the purported launch, on November 9, 2021, Armand stated in a YouTube video:
“We’ve already put all the preliminary measures in place and the wallet itself is done like the
swap function’s done. Everything is done.”  On November 8, 2021, Kohli posted to X, “6 more
days to go for SaitaMask Launch ⶱⶳⶴⶵⶶ⶷ⶸⶹⶱⶳⶴⶵⶶ⶷ⶸⶹⶱⶳⶴⶵⶶ⶷ⶸⶹⶱⶳⶴⶵⶶ⶷ⶸⶹⶱⶳⶴⶵⶶ⶷ⶸⶹ.  Lot more coming this week and weekend,”
and posted to X again on November 12, “[One] Day left for our Launch and few great
announcements” (tagging Saitama’s official account and the Saitama CMO’s handle on X).
134. Then, on the day of the launch party, Armand tweeted that the trading platform
was ready for launch and “out of beta.”  Amidst Defendants’ touting the imminent launch of
SaitaMask, Saitama’s price reached an all-time high of $0.0000001394 on November 12, 2021—
an increase of over 477,000 percent from July 2021.
135. Hernandez was the lead developer for the SaitaMask platform.  He had known or
recklessly disregarded for weeks that the software would not be ready for launch on November
13th.  He communicated this information to the other Defendants, each of whom also knew or
recklessly disregarded, as they promoted the launch of SaitaMask on social media, that the
application would not be ready for launch on November 13th.
136. Meanwhile, as Defendants promoted the November 13th launch of SaitaMask,
Armand, Hernandez, Tran, and Kohli sold large amounts of Saitama, including leading up to the

36
 
time of the launch party, knowing the launch would not occur because the platform was
unfinished.  Specifically:
a. Armand sold more than 4.3 trillion Saitama between October 27 and
November 12, 2021, for approximately $369,000;
b. Hernandez sold more than 123 trillion Saitama between October 12 and
November 11, 2021, for approximately $6,593,000;
c. Tran sold more than 143 trillion Saitama between October 1 and
November 12, 2021, for approximately $8,337,000; and
d. Kohli sold more than 87 trillion Saitama between October 1 and
November 12, 2021, for approximately $6,520,000.
137. After Defendants announced delays in the launch (which in reality would not
occur until early 2022), the price of Saitama fell—27 percent over two days, and 72 percent over
the course of the following month.
V. Defendants Armand, Tran, and Kohli Engaged in Unregistered SaitaRealty Offers
and Sales.

138. In March 2022, Defendants Armand, Tran, and Kohli (the “SaitaRealty
Defendants”) began offering and promoting a second crypto asset on the Ethereum blockchain:
SaitaRealty (ticker:  SRLTY).  SaitaRealty, another ERC-20 standard token, purported to relate
to “a real estate ecosystem” that, according to an initial whitepaper that the SaitaRealty
Defendants published in March 2022, would “provide a range of opportunities in many different
forms like Zero-Emission Homes, multi family dwelling units/condominiums, affordable
housingz [sic], business complexes, and commercial land development.”  The SaitaRealty
Defendants were among the leaders of the project to develop this ecosystem.
139. The whitepaper stated that SaitaRealty “is a sister token of Saitama LLC and is

37
 
led by the same trusted team,” which included Armand (as Chief Operations Officer), Tran (as
Chief Business Officer), and Kohli (as Chief Financial Officer), among others.
7

140. The SaitaRealty Defendants offered and sold SaitaRealty as a security,
specifically an investment contract, including on several crypto asset trading platforms.
141. First, SaitaRealty purchasers, including those who bought it on crypto asset
trading platforms, invested money—specifically U.S. dollars, Bitcoin, or ETH—when they
purchased SaitaRealty.
142. Second, all SaitaRealty purchasers invested in a common enterprise with each
other and with the SaitaRealty Defendants, who retained significant SaitaRealty holdings.
Because the value of SaitaRealty rose or fell together for all holders, all SaitaRealty holders
profited or suffered losses in amounts proportional to their SaitaRealty holdings.  As such, their
fortunes—including the realization of future profits—were inextricably tied to the SaitaRealty
Defendants’ fortunes and each others’.
143. The SaitaRealty Defendants collectively funded the SaitaRealty enterprise
through (1) increasing the value of SaitaRealty, a large portion of which they held in reserve, and
(2) collecting a portion of a “token tax” on every on-chain SaitaRealty transaction, which they
used to fund operations.
144. The whitepaper published by the SaitaRealty Defendants further explained the
economics of the SaitaRealty enterprise.  According to the whitepaper, each on-chain SaitaRealty
transaction incurred a 9 percent “token tax.”  Of the 9 percent “token tax,” 5 percent was used to
 
7
  Hernandez was also initially identified as a leader of the SaitaRealty project and its Chief Technology
Officer.  On or about April 20, 2022, Hernandez told Armand via WhatsApp that he was planning to
resign to avoid being associated with Saitama “when the sec shows up.”  On May 18, 2022, Hernandez
announced on X his resignation from the Saitama project.

38
 
provide capital for Armand, Tran, Kohli, and other project leaders to invest in physical real
estate.  The remaining 4 percent was allocated as follows:  1 percent was burned, decreasing the
overall token supply; 1 percent was redistributed to existing SaitaRealty holders; and 2 percent
was retained for use by Armand, Tran, Kohli, and other project leaders for marketing
development.
145. As was the case with Saitama, SaitaRealty’s automatic redistribution and
destruction of tokens further ensured that the financial fortunes of the SaitaRealty Defendants
(who held large positions in SaitaRealty and were developing uses for the token) and those of
investors were intertwined.
146. Third, the SaitaRealty Defendants led Saitama investors to reasonably expect that
they would profit from their SaitaRealty investments, based on the SaitaRealty Defendants’
managerial efforts.
147. As noted, the SaitaRealty Defendants held themselves out as the managers of a
project to increase the value of SaitaRealty, responsible for the development of the SaitaRealty
ecosystem and for the investment of capital raised through SaitaRealty sales.
148. The SaitaRealty Defendants explained on the SaitaRealty website how the capital
raised from investors’ SaitaRealty purchases would be invested and how returns on those
investments would be distributed to SaitaRealty holders.
149. Specifically, they stated that “Capital comes from a token tax per each transaction
. . . .  The funds will then be used to purchase real property for development.  Once the real
property generates revenue, the distribution is as follows:  50% Franchising and Expansion[;]
25% Profit Redistribution for Staked Coin Holders[;] 25% Outreach Initiative for Homeless
Veterans and for Affordable Housing.”

39
 
150. In October 2023, the SaitaRealty Defendants announced, via the official
SaitaRealty account on X, that they had acquired their first piece of physical real estate (a
townhouse in Dubai) and promised “a future filled with many more such properties” that would
“creat[e] the best portfolio possible for investors, and of course sharing profits on sells.”
151. In the fall of 2022, Armand, Tran, and Kohli announced on the SaitaRealty
website that investors stood to profit not only from purchases of physical real estate, but from
purchases of digital real estate located in the “metaverse”:  “We designed a plan that allows
investors to help develop a realty ecosystem via strategic tokenomics that will collect the capital
necessary to fund these new infrastructures while returning profit to the investors.”  The
SaitaRealty Defendants launched a new application called SaitaCity, a “real estate market
simulator” where players could build and trade property in the metaverse to earn profit, badges,
and voting power, in what Armand, Tran, and Kohli claimed was a decentralized autonomous
organization.
152. A version of the SaitaRealty whitepaper dated October 5, 2022, stated that
SaitaRealty would offer a “Value Proposition” for metaverse “real estate investors” by
combining SaitaRealty’s purported consumptive use as a currency with a built-in tax system to
fund purchases of metaverse real estate.  The whitepaper also stated that both SaitaRealty and
Saitama tokens would be used by the developers in SaitaCity for purposes of “supply burn” and
“funding.”
153. The SaitaRealty Defendants also led investors to reasonably expect to profit from
their SaitaRealty investments by publicly touting the results of the SaitaRealty Defendants’
efforts to have SaitaRealty listed on numerous trading platforms, where investors would be able
to sell their SaitaRealty.

40
 
154. For example, on March 25, 2022, the SaitaRealty Defendants used the official
SaitaRealty account on X to inform the public that SaitaRealty had launched and was available to
trade on SaitaMask, the smart wallet application Defendants created.  On April 26, 2022, the
SaitaRealty Defendants posted to X that SaitaRealty would be “listed” (or made available for
purchase) on LBank as of April 28, 2022.  Later, Defendants Armand, Tran, and Kohli informed
investors that SaitaRealty was listed on two other exchanges, MEXC and XT.
155. Leading up to SaitaRealty’s launch and continuing thereafter, the SaitaRealty
Defendants regularly promoted the investment on various social media platforms.
156. At all relevant times, the SaitaRealty Defendants encouraged investors to
purchase SaitaRealty, and provided specific instructions on how to do so on the SaitaRealty
website.
157. As a result of the above representations and the economic reality of what the
SaitaRealty Defendants were offering and selling, SaitaRealty investors had a reasonable
expectation of profiting from the SaitaRealty Defendants’ efforts to develop the SaitaRealty
ecosystem, to invest in physical and digital real estate, and to list SaitaRealty on trading
platforms.
FIRST CLAIM FOR RELIEF
UNREGISTERED OFFERINGS OF SECURITIES
(Violations of Sections 5(a) and 5(c) of the Securities Act by
Armand, Hernandez, Kohli, and Tran)

158. Paragraphs 1 through 157 above are re-alleged and incorporated by reference as if
fully set forth herein.
159. During the Relevant Period, Saitama was offered and sold as a security under
Section 2(a)(1) of the Securities Act [15 U.S.C. § 77b(a)(1)].
160. By reason of the conduct described above, Defendants, directly or indirectly:

41
 
(a) made use of the means or instruments of transportation or communication in interstate
commerce or of the mails to sell, through the use or medium of a prospectus or otherwise,
securities as to which no registration statement has been in effect and for which no exemption
from registration has been available; and/or (b) made use of the means or instruments of
transportation or communication in interstate commerce or of the mails to offer to sell, through
the use or medium of a prospectus or otherwise, securities as to which no registration statement
has been filed and for which no exemption from registration has been available.
161. As a result, Defendants violated Sections 5(a) and (c) of the Securities Act
[15 U.S.C. §§ 77e(a), (c)] and will continue to violate those sections unless enjoined.
SECOND CLAIM FOR RELIEF
UNREGISTERED OFFERINGS OF SECURITIES
(Violations of Sections 5(a) and 5(c) of the Securities Act by
Armand, Kohli, and Tran)

162. Paragraphs 1 through 157 above are re-alleged and incorporated by reference as if
fully set forth herein.
163. During the Relevant Period, SaitaRealty was offered and sold as a security under
Section 2(a)(1) of the Securities Act [15 U.S.C. § 77b(a)(1)].
164. By reason of the conduct described above, defendants Armand, Kohli, and Tran,
directly or indirectly:  (a) made use of the means or instruments of transportation or
communication in interstate commerce or of the mails to sell, through the use or medium of a
prospectus or otherwise, securities as to which no registration statement has been in effect and
for which no exemption from registration has been available; and/or (b) made use of the means
or instruments of transportation or communication in interstate commerce or of the mails to offer
to sell, through the use or medium of a prospectus or otherwise, securities as to which no
registration statement has been filed and for which no exemption from registration has been

42
 
available.
165. As a result, defendants Armand, Kohli, and Tran violated Sections 5(a) and (c) of
the Securities Act [15 U.S.C. §§ 77e(a), (c)] and will continue to violate those sections unless
enjoined.
THIRD CLAIM FOR RELIEF
FRAUD IN THE OFFER OR SALE OF SECURITIES
(Violations of Sections 17(a) of the Securities Act)

166. Paragraphs 1 through 157 above are re-alleged and incorporated by reference as if
fully set forth herein.
167. During the Relevant Period, Saitama was offered and sold as a security under
Section 2(a)(1) of the Securities Act [15 U.S.C. § 77b(a)(1)].
168. By reason of the conduct described above, Defendants, in connection with the
offer or sale of securities, by the use of the means or instrumentalities of interstate commerce or
of the mails, directly or indirectly, acting intentionally, knowingly, recklessly, or negligently
(i) employed devices, schemes, or artifices to defraud; (ii) obtained money or property by means
of untrue statements of material facts or omissions to state material facts necessary in order to
make the statements made, in light of the circumstances under which they were made, not
misleading; and (iii) engaged in transactions, practices, or courses of business which operated or
would operate as a fraud or deceit upon any persons, including purchasers or sellers of the
securities.
169. By reason of the conduct described above, Defendants violated Securities Act
Sections 17(a)(1), (2), and (3) [15 U.S.C. §§ 77q(a)(1), (2), and (3)] and will continue to violate
those sections unless enjoined.

43
 
FOURTH CLAIM FOR RELIEF
FRAUD IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES
(Violations of Section 10(b) of the Exchange Act and Rules 10b-5(a), (b), and (c))

170. Paragraphs 1 through 157 above are re-alleged and incorporated by reference as if
fully set forth herein.
171. During the Relevant Period, Saitama was offered and sold as a security under
Section 3(a)(10) of the Exchange Act [15 U.S.C. § 78c(a)(10)].
172. By reason of the conduct described above, Defendants, directly or indirectly, in
connection with the purchase or sale of securities, by the use of the means or instrumentalities of
interstate commerce or of the mails, or of any facility of any national securities exchange,
intentionally, knowingly, or recklessly, (i) employed devices, schemes, or artifices to defraud;
(ii) made untrue statements of material facts or omitted to state material facts necessary in order
to make the statements made, in the light of the circumstances under which they were made, not
misleading, and (iii) engaged in acts, practices, or courses of business which operated or would
operate as a fraud or deceit upon any persons, including purchasers or sellers of the securities.
173. By reason of the conduct described above, Defendants violated Exchange Act
Section 10(b) [15 U.S.C. § 78j(b)] and Rules 10b-5(a), (b), and (c) [17 C.F.R. §§ 240.10b-5(a),
(b), and (c)] thereunder and will continue to violate those provisions unless enjoined.
FIFTH CLAIM FOR RELIEF
MARKET MANIPULATION
(Violations of Section 9(a)(2) of the Exchange Act)

174. Paragraphs 1 through 157 above are re-alleged and incorporated by reference as if
fully set forth herein.
175. During the Relevant Period, Saitama was offered and sold as a security under
Section 3(a)(10) of the Exchange Act [15 U.S.C. § 78c(a)(10)].

44
 
176. By reason of the conduct described above, Defendants, directly or indirectly,
effected a series of transactions in a security not registered on a national securities exchange,
creating actual or apparent active trading in such security, or raising or depressing the price of
such security, for the purpose of inducing the purchase or sale of such security by others.
177. By reason of the conduct described above, Defendants violated Exchange Act
Section 9(a)(2) [15 U.S.C. § 78i(a)(2)] and will continue to violate that section unless enjoined.
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court:
A. Enter a permanent injunctions restraining Defendants, their agents, servants,
employees and attorneys, and those persons in active concert or participation with them who
receive actual notice of the injunction by personal service or otherwise, from violating Sections
5(a) and (c), and 17(a)(1), (2), and (3) of the Securities Act [15 U.S.C. §§ 77e(a), (c); 77q(a)(1),
(2) and (3)], and Sections 9(a)(2) and 10(b) of the Exchange Act [15 U.S.C. §§ 78i(a)(2) and
78j(b)] and Rules 10b-5(a), (b), and (c) thereunder [17 C.F.R. §§ 240.10b-5(a), (b), and (c)].
B. Order Defendants to disgorge, with prejudgment interest, all ill-gotten gains
obtained by reason of the unlawful conduct alleged in this Complaint pursuant to Sections
21(d)(5) and (7) of the Exchange Act [15 U.S.C. §§ 78u(d)(5) and (7)];
C. Order Defendants to pay civil monetary penalties pursuant to Section 20(d) of the
Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C.
§ 78u(d)(3)];
D. Enter an order prohibiting Defendants from participating, directly or indirectly,
including but not limited to, through any entity controlled by them, in any offering of securities,
including any crypto asset security, provided, however, that such injunction shall not prevent

45
 
them from purchasing or selling securities listed on a national securities exchange or their
personal accounts.
E. Enter an order, 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)], barring each of the
Defendants from acting as an officer or director of any issuer that has a class of securities
registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is required to file
reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)].
F. Retain jurisdiction over this action to implement and carry out the terms of all
orders and decrees that may be entered; and
G. Grant such other and further relief as this Court may deem just and proper.
JURY DEMAND
The Commission demands a jury in this matter for all claims so triable.
DATED:  October 9, 2024.

                                                                        Respectfully            submitted,
/s/ David J. D’Addio
David J. D’Addio (Mass. Bar No. 665790)
Amy Harman Burkart (Mass. Bar No. 651828)
Jeffrey Cook (Fla. Bar No. 647578)
Joy Guo (N.Y. Bar No. 5294764)

      SECURITIES AND EXCHANGE COMMISSION
Boston Regional Office
33 Arch St., 24
th
 Floor
Boston, MA 02110
Phone:  (617) 573-4526 (D’Addio direct)
Fax:  (617) 573-4590 (fax)
[email protected] (D’Addio email)

UNITED STATES DISTRICT COURT 
DISTRICT OF MASSACHUSETTS 

 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
    Plaintiff, 
 v. 
 
RUSSELL ARMAND, a/k/a “Saitamaguru1”;  
MAXWELL HERNANDEZ, a/k/a 
“MaxEquation”;  
MANPREET SINGH KOHLI, a/k/a “Mkay 
Saitama,” a/k/a “mannythehitman”; and  
NAM TRAN, a/k/a “Ntran1234,”  
 
    Defendants. 
 

 
 

 
 

 
Civil Action No. 24-CV-____(___) 

 
JURY TRIAL DEMANDED 

 
 

 
COMPLAINT 

 Plaintiff, Securities and Exchange Commission (the “Commission” or “SEC”), alleges 

the following against the defendants, Russell Armand, a/k/a “Saitamaguru1”; Maxwell 

Hernandez, a/k/a “MaxEquation”; Manpreet Singh Kohli, a/k/a “Mkay Saitama,” a/k/a 

“mannythehitman”; and Nam Tran, a/k/a “Ntran1234”: 

SUMMARY  

1. This action arises from the defendants’ unregistered and fraudulent offers and 

sales of crypto assets being offered and sold as securities to the investing public and their 

manipulative trading of those securities.   

2. Starting in or around June 2021, Defendants Russell Armand, Maxwell 

Hernandez, Manpreet Singh Kohli, and Nam Tran (the “Defendants”) engaged in a scheme to 

distribute “Saitama Inu” (“Saitama”)—a dog-themed crypto asset that Defendants claimed would 

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create wealth for investors through passive income and would supposedly promote financial 

literacy and global financial well-being.   

3. Starting in or around March 2022, defendants Armand, Kohli, and Tran (but not 

Hernandez) also engaged in an overlapping scheme to distribute and manipulate the market for 

“SaitaRealty”—a related dog-themed crypto asset that these three defendants launched to 

supposedly “tokenize” both physical real estate and “digital real estate” in the metaverse, luring 

investors with more promises of passive income and wealth creation.   

4. Each Defendant offered and sold Saitama as a security, and defendants Armand, 

Tran, and Kohli also offered and sold SaitaRealty as a security.  Defendants were thus required 

to register those offers and sales with the Commission unless an exemption from registration was 

available.  No Defendant filed a registration statement with the Commission for their offers or 

sales, and no exemption from registration was available.   

5. Each Defendant attempted to create active secondary markets on which Saitama 

could be traded, and Defendants Armand, Tran, and Kohli attempted to create active secondary 

markets on which SaitaRealty could be traded. 

6. Defendants also engaged in manipulative trading of Saitama, making coordinated, 

relatively small purchases of Saitama through multiple crypto asset wallets with the express 

purpose of creating the false appearance of organic investor interest in Saitama.  At various 

times, Defendants also hired two purported “market makers”—ZM Quant Investment Ltd. and 

Gotbit Consulting LLC—to engage in manipulative trading on their behalf, thereby artificially 

inflating Saitama and SaitaRealty’s price and trading volume on multiple trading platforms.   

7. To generate investor interest in Saitama, Defendants promoted it through social 

media and other public communication channels including X (formerly Twitter), Instagram, 

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YouTube, Vimeo, Facebook, Discord, and the encrypted messaging platform Telegram.  They 

also created a public website on which they published multiple iterations of a whitepaper 

describing Saitama and Defendants’ efforts to create an ecosystem of applications that would 

supposedly generate value for Saitama holders.  Armand, Tran, and Kohli promoted SaitaRealty 

to investors through similar means.   

8. Defendants made material misrepresentations via these channels about the nature 

and functionality of Saitama; the applications and platforms they were developing to support 

Saitama; and their own transactions involving Saitama, falsely telling the investing public, for 

example, that Defendants had never sold their Saitama holdings and that they intended to hold 

their Saitama while they were in fact dumping the crypto asset on unsuspecting retail investors.  

Defendants also promoted the launch of a new crypto asset trading platform related to Saitama 

throughout the fall of 2021, despite knowing that the platform would not be ready by the 

promised launch date.  Meanwhile, as the doomed launch date approached, Defendants sold 

additional large portions of their Saitama holdings to unsuspecting investors.  

VIOLATIONS 

9. As a result of the conduct alleged herein, Armand, Hernandez, Kohli, and Tran, 

violated, and unless restrained and enjoined will continue to violate, Sections 5(a), 5(c), and 

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

Sections 9(a)(2) and 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. 

§§ 78i(a)(2) and 78j(b)], and Rule 10b-5(a), (b), and (c) thereunder [17 C.F.R. §§ 240.10b-5(a), 

(b), and (c)].   

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RELIEF SOUGHT 

10. The Commission seeks permanent injunctions against Defendants; disgorgement 

of all ill-gotten gains from the unlawful conduct set forth in this Complaint, together with 

prejudgment interest pursuant to Sections 21(d)(5) and (7) of the Exchange Act [15 U.S.C. 

§§ 78u(d)(5) and (7)]; civil penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C. 

§ 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)]; an order prohibiting 

Defendants from participating, directly or indirectly, including but not limited to, through any 

entity controlled by them, in any offering of securities, including any crypto asset security, 

provided however, that such injunction shall not prevent them from purchasing or selling 

securities listed on a national securities exchange for their personal accounts; a bar 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)] from acting as an officer or director of any issuer that has a class of 

securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is 

required to file reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)]; and 

such other relief as the Court may deem appropriate. 

JURISDICTION AND VENUE 

11. This Court has jurisdiction over this action pursuant to Section 22(a) of the 

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

U.S.C. §§ 78u(d), 78u(e), and 78aa]. 

12. Venue lies in this Court pursuant to Section 22(a) of the Securities Act [15 U.S.C. 

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

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

Massachusetts, and were effected, directly or indirectly, by making use of means or 

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instrumentalities of transportation or communication in interstate commerce, or the mails.  For 

example, at all relevant times, Defendant Hernandez resided in the District of Massachusetts and 

communicated with other defendants in furtherance of the violations of securities laws described 

herein from within this District.  Defendants individually and collectively acted through and on 

behalf of Saitama LLC, a limited liability company organized in the District and headquartered 

in Lawrence, Massachusetts from its creation in August 2021 through its dissolution in June 

2022.  Defendants offered securities to individuals who reside in the District.  In addition, 

individuals residing in the District purchased Saitama during the period in which Defendants 

Armand, Hernandez, Kohli and Tran made materially misleading public statements regarding 

Saitama as well as the individual speaker’s intention to hold the security while surreptitiously 

selling it.    

DEFENDANTS 

13. Russell Armand, a/k/a “Saitamaguru1,” 42, resides in Texas.  At all relevant 

times, Armand was the Chief Executive Officer of Saitama LLC.   

14. Maxwell Hernandez, a/k/a “MaxEquation,” 36, resides in Massachusetts.  At 

all relevant times, Hernandez was the Chief Technology Officer of Saitama LLC.   

15. Manpreet Singh Kohli, a/k/a “Mkay Saitama,” a/k/a “mannythehitman,” 39, 

resides in India and London, England.  At all relevant times, Kohli was the Chief Financial 

Officer of Saitama LLC.   

16. Nam Tran, a/k/a “Ntran1234,” 49, is believed to reside in Washington.  At all 

relevant times, Tran was the Chief Business Officer of Saitama LLC.   

RELATED INDIVIDUALS AND ENTITIES 

17. Saitama LLC was a limited liability company organized in Massachusetts in 

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August 2021, headquartered in Lawrence, Massachusetts.  It was dissolved in June 2022, when 

Armand, Kohli, and Tran formed a new company in Dubai and moved operations there.     

18. “Individual 1,” 36, resides in Texas.  Individual 1 was a manager of Saitama LLC 

and served as its Chief Marketing Officer (the “Saitama CMO”).   

19. Gotbit Consulting LLC, a/k/a Gotbit Hedge Fund, (“Gotbit”) is a limited liability 

company registered under the laws of Belize, with a registered office in Belize City, Belize.  

Gotbit was founded in or around 2017 and purports to have offices in Armenia, Portugal, Turkey, 

Vietnam, the United Arab Emirates, and the United Kingdom.  Gotbit offers various services for 

crypto asset projects, including purported “market-making.”  The Commission has charged 

Gotbit with securities fraud in a separate complaint.  See SEC v. Gotbit Consulting LLC et al. (D. 

Mass. 2024).   

20. ZM Quant Investment Ltd. (“ZM Quant”) is a company registered in the British 

Virgin Islands that operated both inside and outside the United States.  ZM Quant offers various 

services for crypto asset projects, including purported “market-making.”  ZM Quant purports to 

have offices in Hong Kong, Singapore, London, and Seoul.  The Commission has charged ZM 

Quant with securities fraud in a separate complaint.  See SEC v. ZM Quant Investment Ltd. et al. 

(D. Mass. 2024). 

21. Vy Pham resides in California and worked with members of the Saitama LLC 

leadership team, including Defendants and “Individual 1.”  The Commission charged Pham for 

conducting an unregistered offering of, and manipulating the market for, both Saitama and 

another crypto asset being offered and sold as a security in a separate complaint.  See SEC v. 

Pham (D. Mass. 2024).   

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REGULATORY BACKGROUND 

22.  As the Supreme Court has recently reemphasized, the Securities Act and the 

Exchange Act “form the backbone of American securities law.”  Slack Tech., LLC v. Pirani, 598 

U.S. 759, 762 (2023).  Together, these Acts provide for the regulation of various activities in the 

markets for securities and define “security” broadly to include a wide range of assets, including 

“investment contracts.”  Securities Act § 2(a)(1) [15 U.S.C. § 77b(a)(1)]; Exchange Act 

§ 3(a)(10) [15 U.S.C. § 78c(a)(10)]. 

23. Congress enacted the Exchange Act in part to provide for the regulation of the 

national securities markets.  Congress created the SEC and charged it with protecting investors, 

preserving fair and orderly markets, and facilitating capital formation.  In keeping with 

Congress’ goals, these Acts contain broad anti-fraud and anti-manipulation prohibitions. 

24. Sections 5(a) and 5(c) of the Securities Act generally require an issuer of 

securities to register an offering of securities through an effective registration statement before 

the securities are offered and sold to the public.  See 15 U.S.C. §§ 77e(a) and (c).  Registration 

statements for a securities offering provide public investors with material information about the 

issuer and the securities to be offered and sold.   

25. Over seventy years ago, the Supreme Court in SEC v. W.J. Howey Co., 328 U.S. 

293 (1946), set forth the relevant test for determining whether an instrument is an investment 

contract subject to regulation under U.S. securities laws.  

26. Investment contracts are transactions, contracts, or schemes through which a 

person invests money in a common enterprise and reasonably expects profits or returns derived 

from the entrepreneurial or managerial efforts of others.   

27. Congress defined “security” broadly to embody a “flexible rather than a static 

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principle, one that is capable of adaptation to meet the countless and variable schemes devised by 

those who seek the use of the money of others on the promise of profits.”  Id. at 299. 

BACKGROUND ON CRYPTO ASSETS 

28. As used herein, the terms “crypto asset” or “token” generally refer to an asset 

issued and/or transferred using blockchain or distributed ledger technology, including assets 

referred to colloquially as a “digital asset,” “cryptocurrency,” “virtual currency,” and digital 

“coin.”   

29. A blockchain or distributed ledger is a database spread across a network of 

computers that records all transactions in theoretically unchangeable, digitally recorded data 

packages, referred to as “blocks.”  The system relies on cryptographic techniques for secure 

recording of transactions. 

30. The Ethereum blockchain is an example of a blockchain.  Ether (or “ETH”) is the 

Ethereum blockchain’s native token.  (Some crypto assets may be “native tokens” to a particular 

blockchain—meaning that they are represented on their own blockchain, though other crypto 

assets may also be represented on that same blockchain, as is the case with the Ethereum 

blockchain.) 

31. ERC-20 is a standard protocol (or technical specification of the type of crypto 

token) currently used on the Ethereum blockchain to create and represent tokens on that 

blockchain. 

32. A crypto asset “wallet” is hardware or software that enables users to store private 

keys, which function like passwords that are used to access and transfer crypto assets. 

33. Crypto asset trading platforms allow their customers to purchase and sell crypto 

assets for fiat currency (legal tender issued by a country) or for other crypto assets, depending on 

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the platform.  “Off-chain” transactions are tracked in the internal recordkeeping mechanisms of 

the platform but do not involve transferring crypto assets from one wallet to another, while “on-

chain” transactions are those involving the transfer of a crypto asset from one blockchain address 

to another. 

34. On July 25, 2017, the SEC issued the Report of Investigation Pursuant to Section 

21(a) of the Securities Exchange Act of 1934:  The DAO, advising “those who would use . . . 

distributed ledger or blockchain-enabled means for capital raising[] to take appropriate steps to 

ensure compliance with the U.S. federal securities laws,” and finding that the offering of crypto 

assets at issue in that report involved investment contracts and thus securities. 

BACKGROUND ON MARKET MAKERS 

35. “Market makers” are in the business of buying securities from those who wish to 

sell, and selling securities to those who wish to buy, and operate in many traditional securities 

markets.  Market makers “make markets” by continuously and publicly quoting both a price at 

which they are willing to buy a security (the “bid”) and a higher price at which they are willing 

to sell the security (the “ask”).  The difference between these prices is known as the “bid-ask 

spread,” (or just “the spread”) and is one of the ways market makers earn money through both 

buying and selling—i.e., “making a market” for—securities. 

36. Market makers can affect the liquidity, depth, and efficiency of markets by 

ensuring that there is always a counterparty willing to transact with buyers and sellers at publicly 

quoted prices.  This is especially the case for thinly traded securities, where there may be few 

“natural” (or “organic”) buyers and sellers in the market.  A market maker can provide liquidity 

to a seller of a security when it is difficult to find a natural buyer, or to a buyer of a security 

when it is difficult to find a natural seller. 

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37. In traditional securities markets, trading platforms such as national securities 

exchanges frequently offer incentives for market makers to provide real liquidity to traders on 

the platform, even for illiquid securities and during periods of market stress. 

38. In traditional securities markets, market makers and other market participants are 

regulated with a view toward promoting benefits to the overall market and deterring any conflicts 

of interest or unfair trading advantages.  Market makers are subject to requirements regarding 

registration, capital, trade reporting, and business conduct standards, among other things.  By 

contrast, self-described market makers operating on unregistered crypto asset trading platforms 

do not adhere to these requirements.  In such an environment and in the absence of regulatory 

compliance and its concomitant oversight, market makers have ample opportunities to act on 

powerful incentives to manipulate a token’s price and/or trading volume. 

39. For example, unlike in the traditional, regulatorily compliant markets, in the 

crypto asset markets it is often the token offeror who pays these market makers a monthly fee.  

These fees pay for services that may include artificially inflating trading volumes to create the 

false impression that there is a robust market for what is in reality a thinly traded crypto asset.  A 

market maker might accomplish this by using one or more accounts it directly or indirectly 

controls to trade against its own quotation.  Here, there is no change in beneficial ownership of 

the asset traded, but the trade creates the appearance of a market-driven transaction.  This 

phenomenon is known as “wash trading.” 

40. Similarly, the token offeror might seek to have one or more market makers create 

artificial volume to meet minimum requirements for having their crypto asset made available on 

one or more crypto asset trading platforms.  This could give the crypto asset greater prominence 

and potentially attract more natural buyers and sellers. 

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41. Manipulative trading can benefit both the offeror and the market maker at the 

expense of natural investors.  Each has incentives to generate public interest in the token so that 

they can liquidate their token supplies at higher prices—particularly if the crypto asset’s offerors 

and their affiliates have retained large portions of the assets at inception (as is common in the 

crypto asset markets), which they cannot monetize absent demand from natural buyers. 

FACTS 
 

42. Saitama is an ERC-20 standard token on the Ethereum blockchain.  

43. No later than June 2021, Defendants published a website and a whitepaper in 

which they described Saitama as a “platform that promotes global financial wellbeing by 

empowering the youth to be in control of their money and create their own wealth 

opportunities.”1   

44. According to the whitepaper, Defendants would build an “ecosystem” of products 

and services specifically built for Saitama, including:  

a. a smart wallet application called “SaitaMask,” which Defendants described in 

the whitepaper as “a safe and smart wallet that will allow the community to 

store their digital assets like $SAITAMA and learn about finance and 

investment opportunities”;  

b. a marketplace called “SaitaMarket” in which individuals could “use $Saitama 

and other partner tokens to purchase goods and services”;  

c. a platform for creating and trading so-called non-fungible tokens (“NFTs”) 

called “SaitaMaker” in which users could “create, launch and promote 

 
1  According to the Saitama whitepaper, the Saitama “brand and token name took inspiration from the 
legend of a mysterious ‘ghost dog’ that is said to be roaming the mountains in the region of Saitama in 
Japan” and is revered as “a guardian against misfortune.”  

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projects based on the $SAITAMA monetary system”; and 

d. a “multi-channel content platform” called “Saitama Edutainment” that would 

educate young investors “on how to save, invest, manage money and create 

wealth opportunities while entertaining our audience.”    

45. Defendants were among the leaders of a project to develop this ecosystem.  Over 

time, Defendants in fact developed and launched many of these products.  Moreover, they 

continued to expand the Saitama “ecosystem” to include other products, including a new “smart 

wallet” application called “SaitaPro” and a crypto asset trading platform called “SaitaSwap.”   

46. Defendants Armand, Kohli, and Tran also participated in the development and 

promotion of SaitaRealty, a separate, but related crypto asset that was offered and sold as a 

security, along with a corresponding physical and virtual real estate platform; a virtual debit card 

that purported to allow users to make payments using crypto assets (“SaitaCard”); and an 

application that purported to use artificial intelligence to ship packages (“SaitaLogistics”). 

47. Defendants promoted Saitama and the Saitama ecosystem through several social 

media and communications platforms, including X (formerly Twitter), Instagram, YouTube, 

Vimeo, Facebook, Discord, and the encrypted messaging platform Telegram, in addition to the 

Saitama website, which they periodically updated and on which they published a series of 

iterative whitepapers that described Saitama, and their collective efforts to generate value for 

Saitama investors. 

48. All of these communications were aimed at the investing public, including 

investors in the United States.   

49. At all relevant times, Defendants had ultimate authority over the statements made 

in their personal social media accounts.  Defendants also collectively controlled the official 

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Saitama social media accounts, and both contributed to and approved the contents of the Saitama 

website and the Saitama whitepapers available on the site.   

50. Defendants were aware of the contents of the website and the whitepapers, and 

both adopted and promoted them (often linking to them) on their personal and official Saitama 

social media accounts.   

I. Defendants Engaged in Unregistered Saitama Offers and Sales.  

51. Defendants offered and sold Saitama as a security, specifically as an investment 

contract, on numerous crypto asset trading platforms.   

52. First, Saitama purchasers, including those who bought it on crypto asset trading 

platforms, invested money—specifically U.S. dollars, Bitcoin, or ETH—when they purchased 

Saitama. 

53. Second, all Saitama purchasers invested in a common enterprise with each other 

and with Defendants, who at all relevant times retained significant Saitama holdings.  Because 

the value of Saitama rose or fell together for all holders, all Saitama holders profited or suffered 

losses in amounts proportionate to their Saitama holdings.  As such, their financial fortunes—

including the realization of future profits—were inextricably tied to the financial fortunes of each 

other as well as those of Defendants.  

54. Defendants each offered and sold Saitama to the investing public both to enrich 

themselves personally, and to collectively fund their efforts to develop the “Saitama ecosystem.”   

55. In addition, Saitama investors’ financial fortunes depended on Defendants’ efforts 

to grow the Saitama ecosystem, including by creating new uses for Saitama such that its utility 

would increase, thereby increasing the demand for, and correspondingly the price of, Saitama. 

56. Moreover, for each on-chain Saitama transaction, two percent of the value of the 

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transaction was redistributed to Saitama holders in proportion to their Saitama holdings, and 

another two percent of the value of the transaction was “burned” or destroyed, decreasing the 

supply of Saitama.2  These automatic redistributions of Saitama further ensured that the financial 

fortunes of Defendants (who held large positions in Saitama and were developing uses for the 

token, including with the proceeds of Saitama sales) and the financial fortunes of other investors 

were intertwined.     

57. Third, Defendants led Saitama investors to reasonably expect that they would 

profit from their Saitama investments, based on Defendants’ entrepreneurial and managerial 

efforts.   

58. Through the Saitama website, whitepaper, social media, and other public outlets, 

Defendants held themselves out, together with others, as the driving force behind the creation 

and future development, maintenance, and growth of the Saitama ecosystem from which Saitama 

derived its value.   

59. Moreover, beginning as early as July 2021, Defendants identified themselves on 

the Saitama website and highlighted their backgrounds; their purported experience in traditional 

finance and crypto-related projects; and their entrepreneurial and managerial efforts to increase 

the value of Saitama. 

60. In August 2021, Defendants further formalized the management of the Saitama 

project by establishing Saitama LLC in Massachusetts, with each Defendant (and Individual 1) 

serving as a manager of the corporate entity.  At various times, Defendants publicly identified 

themselves as corporate officers of the Saitama enterprise:  Armand identified himself as 

 
2 “Burning” crypto assets refers to sending those assets to an inaccessible wallet from which the tokens 
cannot be withdrawn, thereby removing them from circulation.   

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Saitama’s Chief Executive Officer and Chief Operations Officer; Hernandez as its Chief 

Technology Officer; Kohli as its Chief Financial Officer; and Tran as its Chief Business Officer.   

61. Defendants published the first Saitama whitepaper in June 2021.  In that 

whitepaper, Defendants expressly and repeatedly described Saitama as an investment with the 

potential for substantial profit, while describing themselves as the individuals who would 

undertake the efforts needed to achieve those profits—specifically, as “a group of committed 

individuals” that “took over [the Saitama] project and continued developing it.”  That 

development took the form of creating various applications, including those previously 

described, in which investors could supposedly use and trade Saitama tokens.   

62. Investors were led to reasonably expect not only that Defendants’ development of 

these applications would increase demand for Saitama and therefore its price, but also that such 

applications would lead to additional Saitama transactions.  As described above, each on-chain 

transaction resulted in a two-percent redistribution to existing Saitama holders and an additional 

two-percent burn.  From the earliest iterations of their Saitama website and whitepaper, 

Defendants touted these aspects of Saitama as a way for investors to earn passive income on their 

Saitama holdings.   

63. Defendants’ promises of profits only intensified over time.  In September 2021, 

for example, Defendants updated the Saitama website to inform prospective investors, 

“Everyone is expected to make profit.”  They explained that because “2% of every transaction 

with $SAITAMA is deducted and redistributed to our pool of holders . . .  [i]t means that just by 

holding it you will see the number of [your] tokens increasing automatically everyday as the 

community transacts.”  Defendants also continued touting Saitama as a “Deflationary Currency,” 

noting that because an “additional 2% of the amount of all transactions is taken out of 

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circulation, . . . our token supply is constantly shrinking and making your $SAITAMA increase in 

value with time.” (emphasis added). 

64. Beyond their statements on the Saitama website and whitepapers, Defendants 

periodically explained their ongoing efforts to generate profits for Saitama investors in a series of 

“ask me anything” interviews on YouTube, in which investors and potential investors could pose 

questions to Defendants and other leaders of the Saitama project.  Each Defendant participated in 

one or more of these sessions in which they touted Saitama as an investment to the public.   

65. In one of those interviews from January 2022, Armand, joined by Hernandez, 

Kohli, and three others, explained:    

[A]ll the different things that we’re doing, it’s all geared with the same 
premise—and that’s to make the token more valuable—to make Saitama 
more valuable, to make the price increase, to burn more of the circulating 
supply, to give it more of a use case.   
 

66. In discussing Defendants’ development of the SaitaMask application, for 

example, Armand stated, “It’s for one purpose only—and that’s to make Saitama[’s] price 

increase, to make the coin more valuable, to give it more utility.  Everything we do . . . it is all 

geared to make this company and coin more valuable.”   

67. Defendants also led investors to reasonably expect to profit from their Saitama 

investments by publicly touting the results of Defendants’ efforts to have Saitama listed on 

numerous trading platforms, where investors would be able to sell their Saitama for a profit.  

Saitama initially traded on Uniswap, and later on numerous other platforms, including at various 

times Bybit, OKX, Gate, LBank, Bitmart, MEXC, and XT, among others.  

68. At all relevant times, Defendants encouraged investors to purchase Saitama, and 

provided specific instructions on how to do so on the Saitama website.  

69. As a result of the above representations and the economic reality of what 

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in relatively small increments, they successfully induced large Saitama holders to sell their 

positions while simultaneously attracting new Saitama purchasers.  During their approximately 

two-day buying spree, the price of Saitama increased by approximately 60 percent.   

74. Defendants, Pham, Individual 1, and others involved in the scheme, described 

their plan—and their successful execution of it—on July 3 and 4, 2021 in a private group chat on 

Telegram.   

75. In that private Telegram group chat, Armand explained that he was creating a 

separate public Telegram “shill group” to promote Saitama to potential investors.  Armand was 

confident that if he initially populated his “shill group” with some people and “some bots,” then 

“a lot of [people] will join.”  He explained:  “If we add this to a pump we create.  A lot of 

[people] will FOMO in.”3  Pham asked:  “How much are we gonna pump now?”  Armand 

responded:  “We will create an illusion of massive buys and new holders . . . .  It’ll incite 

[people] to buy more.”  Armand continued, stating the group was “[b]asically creating our own 

pump through illusion.”  

76. Kohli and Tran reported to the group that they were ready to buy, and Individual 1 

(the Saitama CMO) demonstrated his agreement with the plan with the following GIF:  

 

77. Armand, Kohli, Tran, Pham, and Individual 1 continued to discuss the optimal 

 
3  In this context, “FOMO” or “fear of missing out” refers to investors’ “fear” that they may lose out on 
profiting from an increase in a crypto asset’s price. 

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size of their purchases to accomplish the “pump.” 

78. Defendants coordinated their purchases with Armand’s public “shilling” of 

Saitama on Telegram.  As potential investors joined Armand’s public Telegram group, 

Defendants, along with Pham and Individual 1, each began purchasing Saitama.  Armand 

instructed them to purchase two to three trillion Saitama per transaction.  Although numerically 

large, two to three trillion Saitama was small relative to the total initial supply of Saitama, which 

was approximately 100 quadrillion.  Armand explained, “W[e] want [a] list of small buys to look 

like it’s mor[e] buyers.”  Pham, Kohli, Hernandez, Tran, and Individual 1 all began purchasing 

Saitama at Armand’s direction and discussed their transactions in the private Telegram group 

chat.    

79. For instance, Tran noted that people were joining Armand’s public Telegram chat 

group and told his co-Defendants to begin buying immediately.  Armand responded:  “Is like 

fishing with dynamite.”  Pham, Tran, and Individual 1 agreed, each responding “Lol.”  Pham 

repeatedly emphasized the need for the group to closely coordinate its purchasing (the timing, 

volume, and number of wallets), in order to maximize its impact on price and to convince the 

“whales” to sell. 

80. Each Defendant participated in the coordinated purchases of Saitama, which 

occurred in multiple rounds over the course of July 3 and July 4, 2021.  Tran, for instance, 

announced in the private Telegram group chat:  “Round 2 start [sic] now!”  Hernandez 

responded that he “bought a few times.”  Tran later asked the other project leaders:  “Round 3?”  

Armand responded:  “[Y]ea small buys,” again advising the group to make multiple small 

purchases to create the appearance of broad public interest in Saitama and obscure the fact that a 

small number of Saitama insiders were responsible for the increased demand.  In response, 

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Pham, Tran, and Kohli each confirmed they were once again buying Saitama.  Pham noted:  

“[T]his is where new holders will get attracted . . . and give people confidence.”   

81. A few hours later, Armand told Kohli again to keep his purchases small, 

explaining that “the idea is to keep the [price] chart trending upward to generate traction and 

stability[.]  Will keep [people] from wanting to sell and will instead buy more.”  Kohli indicated 

he understood the plan:  “Gaaaaat it.”   

82. Defendants discussed in their private Telegram group chat how their coordinated 

purchases were in fact succeeding in inducing new investors to purchase Saitama.  Relatively 

early in their efforts, Armand reported that their purchases were increasing the number of 

Saitama holders: “Soooo success so far.”  Hernandez agreed:  “[Y]es holder increase is pretty 

steady.”  Armand later reported to the group:  “Holders are increasing nicely and distribution is 

looking much better.  We have a better foundation today then [sic] we did last week from the 

eyes of a future investor.”  Kohli responded:  “And sell again on high what we created.”   

83. Armand apprised the group of the status of their efforts, stating for example, 

“We’ve already bled out most of the big wallets[;] there’s only a couple that remain.”  After a 

few hours of continued coordinated purchases by Defendants and other Saitama project leaders, 

Armand reported that one of the wallets they targeted sold roughly 800 trillion Saitama, leading 

Armand to conclude:  “Mission semi-accomplished.” 

84. Defendants and others involved in the scheme recognized the need to hide their 

coordinated purchases from the investing public not only by breaking their Saitama purchases 

into small transactions, but also by using multiple wallets to disguise their coordinated activity.  

For example, after making a series of Saitama purchases, Kohli asked others in the private group 

chat whether he should use another account, noting “all from same . . . looks weird.”  The 

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Saitama CMO responded:  “Yes . . . . Use two or 3 wallets.”  Later, Kohli commented, “I think 

too many from my address wallet,” referring to the number of Saitama purchases he made from 

the same wallet address.  Armand replied, “Yea need new wallet.” 

85. Defendants understood that they needed to keep their coordinated purchases 

hidden from the investing public.  Kohli, for instance, warned the participants in the private 

Telegram group chat:  “Don’t involve too many in group . . . .  It will really bring downfall if 

someone take screen shot and start posting.” 

86. After two days of coordinated purchases of Saitama that eliminated many large 

wallets and expanded the number of Saitama investors, Armand complimented Pham and the rest 

of the Saitama project leaders:  “Ladies and gentlemen that is how you start a hype.  Perfectly 

executed well done all[.]  Still have to keep small buys incoming if it pulls though.  Lot of ppl 

[people] watching chart right now[.]”  Later in the day, after continued discussion of their 

manipulation of Saitama, Tran posted to the group:    

 

87. Later in the conversation, Individual 1 (the Saitama CMO) added:   

 

88. Working in the manner and for the specific purposes described above, Defendants 

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collectively purchased more than 242 trillion Saitama from July 3 to July 4, 2021.  Specifically: 

a. Armand purchased approximately 36.5 trillion Saitama for approximately 

$1,207; 

b. Hernandez purchased approximately 111.13 trillion Saitama for 

approximately $4,255; 

c. Kohli purchased approximately 82.99 trillion Saitama for approximately 

$3,021; and  

d. Tran purchased 12.3 trillion Saitama for approximately $434. 

89. In addition, Pham and Individual 1 purchased another approximately 308 trillion 

Saitama during that period.   

a. Pham purchased approximately 258.81 trillion Saitama for approximately 

$8,859; and  

b. Individual 1 purchased approximately 48.97 trillion Saitama for 

approximately $1,692. 

III. Defendants Hired Purported Market Makers to Inflate the Trading Volume of 
Saitama and SaitaRealty. 
 

A. ZM Quant Manipulated the Trading Volume of Saitama and SaitaRealty.   
 

90. In or around September 2021, as Defendants prepared to launch Saitama on 

additional crypto asset trading platforms, they began discussing with ZM Quant the possibility of 

serving as the token’s “market maker.”   

91. During these introductory discussions, ZM Quant provided Defendants with a 

slide deck to pitch its services, touting ZM Quant’s ability to “attract market participants” by 

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providing “increased volume” and “perfect candles.”4  ZM Quant also sent Defendants a two-

page document listing five different levels of service offerings, with the cost ranging from 

$1,500 to $10,000 monthly to be paid in USDT (or “Tether,” another crypto asset).  The most 

basic offering, for $1,500 in Tether per month, was entitled “Trading bot for candle chart and 

volume” and promised, among other things, to “[d]emonstrate [a] good and continuous candle 

chart” and to “create volume in accordance with your case.”   

92. Defendants understood the reference to “perfect candles” and “continuous 

candles” to mean that ZM Quant would engage in manipulative trading to artificially “create 

volume” with the intent of generating trading charts that suggest steady growth of—and organic 

investor interest in—a particular crypto asset.    

93. Defendants ultimately engaged ZM Quant to provide these services, initially for 

Saitama and later SaitaRealty, at the service level priced at $1,500 in Tether. 

94. From 2021 through 2023, Defendants paid ZM Quant at least $27,000 for the 

express purpose of creating artificial trading volume for these tokens on various crypto asset 

trading platforms. 

95. To achieve these ends, Defendants regularly provided ZM Quant with both 

Saitama and SaitaRealty tokens for trading on various crypto asset trading platforms.   

96. For example, in or around January 16, 2023, Tran and Kohli requested a call with 

ZM Quant to “set up funds and API for mm [market making].”  Approximately 20 minutes after 

 
4  A “candle” is a graphic snapshot of whether the market price of a security moved positively or 
negatively and to what degree.  The “candlestick” measures the opening and closing prices during a given 
timeframe, and the “wick” measures the highest and lowest prices.  A “green candle” shows that a 
security’s market price has increased during the relevant period, whereas a “red candle” shows that a 
security’s market price has decreased during the relevant period. 

 

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requesting the call, Tran confirmed to ZM Quant that he had deposited “2k each pair” for 

“Saitama(v2)”—the second version of the Saitama token5—on the “XT” trading platform.  

Approximately two hours later, ZM Quant confirmed that it would start market making “asap.”   

97. Approximately 12 hours thereafter, Tran asked ZM Quant to “also put XT live.”   

98. Trade data from the XT trading platform reflects that during the 24-hour period 

following the call and subsequent Telegram chat described above, transaction volume increased 

significantly from fewer than 16 million trades and less than $20 in trading volume to more than 

132 billion trades and $250,000 in trading volume.   

99. Trading volumes for Saitama on the XT platform increased substantially from 

there and stayed above the pre-manipulation levels for months thereafter.  Figure 1 summarizes 

data extracted from the XT trading platform that illustrates this spike in trading volume. 

 

Figure 1:  Transaction quantity and volume for Saitama, January 2023 

 
5  In or around mid-2022, the Saitama project leaders released a new version of the Saitama smart contract 
(i.e. “v2”).  The total supply of Saitama was reduced, with existing investors receiving new Saitama 
tokens in proportion to their existing holdings.  The token “tax” was altered, but the structure and 
incentives remained similar.   

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100. The following day, after Saitama trading volumes had increased on XT as a result 

of ZM Quant’s wash trading, Tran sent ZM Quant the information that it would need to trade the 

SaitaRealty token on Bitmart and requested that ZM Quant “please get that going also.”  Less 

than 24 hours later, Tran followed up to request that ZM Quant start trading “asap,” and a ZM 

Quant employee indicated that he had started the trading bot for the SaitaRealty token on 

Bitmart.  Approximately 45 minutes after that, however, that employee reported high trading 

fees, which led him to report that he was going to “pause the self trade for now,” meaning that he 

would stop trading back and forth between accounts controlled by ZM Quant—i.e., wash trading. 

101. At other times, ZM Quant generated artificial trading volume on the XT platform 

for the express purpose of meeting XT’s minimum volume requirements.  For example, on or 

around May 26, 2023, a representative from the XT trading platform warned the leaders of the 

SaitaRealty project in a private Telegram chat that the SaitaRealty token was at risk of being 

“delist[ed]” if its trading metrics did not improve. 

102. In response, Defendant Tran immediately replied to the group, which included 

ZM Quant, “[w]e will increase volume within a day.”  Tran then asked for XT to “whitelist” an 

account for “market making” to avoid the platform’s trading fees. 

103. Once XT approved the whitelist request and ZM Quant was cleared to restart 

trading, trading volume for the SaitaRealty token increased immediately.  Specifically, trading 

volume increased from de minimis levels in the several days prior to the May 26, 2023 Telegram 

chats with XT to quadrillions of individual trades and billions of dollars in daily volume the day 

after the Telegram chat.  Figure 2 below summarizes the data from the XT platform that 

illustrates the foregoing, reflecting a more than 412,000,000,000 percent increase in transaction 

quantity volume from the last day there was trading four days earlier.  

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Figure 2:  Trading quantity and volume for SaitaRealty in May-June 2023 

104. Trading volume for the SaitaRealty token did not drop below eight figures for 

months thereafter.   

105. ZM Quant’s involvement in trading the Saitama and/or SaitaRealty continued 

through at least September 2023. 

B. Gotbit Manipulated the Trading Volume of Saitama.   
 

106. Beginning not later than in or around March 2023, Defendants Armand, Kohli, 

and Tran hired Gotbit to manipulate Saitama’s trading volume on a crypto asset trading platform 

called LBank.  Gotbit controlled the total volume on the platform through wash trading 

masquerading as “market making.”   

107. Generally, Gotbit inflated Saitama’s trading volume at the request of these 

defendants.   

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108. But Gotbit’s control of the market meant Gotbit could also quickly reduce trading 

volume on request if necessary.  In at least one instance, that is exactly what Gotbit did at the 

request of LBank, which viewed Gotbit’s Saitama wash trading volume as so high that it posed 

risks to the reputation of the trading platform.   

109. Specifically, on April 29, 2023, a representative of LBank stated in a private 

Telegram chat with Gotbit and Armand, Tran, and Kohli:  “[O]ur risk control found that your 

trading volume is too high, which already effect [sic] your project and our exchange, pls reduce 

the trading volume under 200k ASAP.  Otherwise they have to interrupt data interface 

connection with cmc [i.e., CoinMarketCap] and cg [i.e., CoinGecko].”   

110. Gotbit understood that maintaining a presence on websites like CoinMarketCap 

and CoinGecko is crucial for attracting investors.  So Gotbit agreed to pull back its wash trading.  

A Gotbit employee replied:  “We already decreased our volume but it will take some time to 

make the daily volume figure go down[.]  I think result will be noticeable in about 6 hours[.]” 

111. Armand, Kohli, and Tran also hired Gotbit to conduct wash trading on XT.  After 

establishing “whitelisted” accounts with XT that allowed Gotbit to wash trade with no fees or 

minimal fees, Gotbit began its wash-trading campaign in November 2023, increasing the trading 

volume on XT roughly 90-fold to more than $74 million in a single day.   

IV. Defendants Made Materially False and Misleading Statements About Saitama, the 
Saitama Ecosystem, and Their Personal Trading in Saitama. 
 

A. Defendants Made False Statements About the Ability of Saitama’s Smart 
Contract Code to Protect Investors from Market Manipulation.  
 

112. Beginning in June 2021, Defendants claimed on their website that features of the 

Saitama code would protect investors from price manipulation by individuals who held large 

Saitama positions.  For instance, one of the earliest versions of the Saitama website, which was 

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active at least as of July 26, 2021, claimed that Saitama incorporated an “Anti Whale Contract” 

that was designed to combat the large holders’ efforts “to manipulate prices to their advantage.”  

Defendants knew or were reckless in not knowing that this claim was materially false and 

misleading.   

113. Hernandez examined the Saitama smart contract code himself and found no 

evidence of any feature that would prevent price manipulation or dumping by large Saitama 

holders.  On July 24, 2021, he asked another coder involved in the Saitama project whether the 

smart contract code contained any such features.  In a private Telegram chat, the coder 

confirmed:  “There is no anti whale code in this contract.”  Hernandez provided this information 

directly to Armand and Tran in a separate private Telegram chat on July 26, 2021.  Hernandez 

stated, “[W]e have to discuss this and create a damage control plan because we have been all 

under the impression there was anti-whale code.”  Hernandez and Armand agreed to keep the 

matter “internal” to the Saitama project’s leadership, which included their co-Defendants. 

114. Despite knowing that there was no “anti-whale code,” Defendants continued to 

promote this purported feature of Saitama on their website, which continued to mislead investors 

to believe that the coding of the Saitama contract prevented price manipulation and dumping by 

holders of large quantities of Saitama.  

115. In fact, rather than correct or remove the false and misleading description of the 

Saitama code, Defendants doubled down, updating the website in or around August 2021 to, 

among other things, highlight the purported anti-whale coding, expressly stating that Saitama 

was “coded in a way that prevents big wallet holders (whales) from trying to manipulate the 

price in their favour or from dumping the token by selling out.”  Defendants knew or were 

reckless in not knowing that this statement was false and misleading.  No coding feature of 

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Saitama prevented “whales” from “trying to manipulate the price” or from “dumping the token.”   

116. Defendants knew this not only because Hernandez told them no “anti-whale” 

feature existed, but also because they themselves were large holders of Saitama who easily 

manipulated its price and dumped their holdings.  Moreover, they sought to buy out other 

“whales” expressly to prevent them from dumping their holdings and collapsing the price, 

thereby demonstrating their knowledge that nothing in the Saitama code would prevent such 

investors from doing so.   

117. Defendants continued to promote this non-existent feature of the Saitama smart 

contract after learning that it did not exist.  For example, on December 4, 2021, Armand posted 

to X:  “The @InuSaitama provides:\n  Deflationary token\n  Passive income\n  Anti-

whale trap.”  Armand, Kohli, and Tran each included in their X profiles a link to the Saitama 

website containing what they knew to be materially false and misleading statements about the 

Saitama coding.  They also linked to the then-current iteration of the Saitama whitepaper in some 

of their posts to X.   

B. Defendants Manipulated Saitama’s Ranking on a Popular Website and 
Deceptively Promoted that Inflated Ranking to Investors. 
 

118. DEXTools is a well-known website in the crypto asset community that contains 

information on various crypto assets that trade on purportedly “decentralized” trading platforms.  

Among the information available on the website is a “community trust score” for each crypto 

asset and a list of crypto assets that are “trending” in increased popularity, based on, among other 

things, the number of queries from website users relating to the crypto asset, and whether users 

designate the crypto asset as a “favorite.”   

119. Defendants believed that increasing Saitama’s community trust score and causing 

it to trend on DEXTools would generate investor interest and increase the demand for Saitama.  

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So they set about manipulating those rankings on DEXTools and promoting Saitama based in 

part on those manipulated rankings.   

120. Beginning in or about July 2021, Defendants at various times artificially inflated 

Saitama’s community trust score and caused Saitama to trend on DEXTools by making it appear 

as though a broad base of Saitama holders were interested in and trusted Saitama.  Specifically, 

Defendants used multiple computers, cryptocurrency wallets, web browsers, and web browser 

tabs to continuously access the DEXTools website and choose Saitama as a “favorite,” “upvote” 

Saitama to increase its community trust score, and ultimately cause Saitama to be featured on 

DEXTools as a trending crypto asset. 

121. Tran provided other Defendants with written instructions to accomplish the 

manipulation.  He noted:  “[M]y pc can runs [sic] 24/7,” enabling him to engage continuously in 

the conduct described above.  Hernandez, who also engaged in the ranking manipulation, 

responded, “Yea same I threw it on one of my servers.”  Armand noted:  “Think we need several 

wallets to do this holding 1000 dex coins with multiple tabs open that’s the [.]”   

122. Tran sent the other Defendants a video depicting his efforts to manipulate the 

Saitama rankings on DEXTools using his own computer with approximately 11 web browser 

windows:   

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Figure 3:  Still image from video depicting Tran’s computer  

123. Armand noted that he had previously had success using these manipulative 

techniques with another crypto asset and that “3-4 ppl [people] running a few tabs with about 20 

likes,” which had caused that crypto asset to rise to “#12 on dextools.”  He continued, “If we can 

get 100 likes and 10 devices connected each running 10-15 tabs we can hit #2-5 easily,” referring 

to boosting Saitama’s ranking on DEXTools by using multiple machines with multiple web 

browser tabs querying DEXTool’s Saitama page.  Tran responded, “Hahah Max and I can handle 

those tabs.”  Defendants continued to use these deceptive techniques to promote Saitama’s 

rankings on DEXTools at various times while they were selling their Saitama holdings.   

124. As Defendants improved Saitama’s profile on DEXTools through these deceptive 

means, Defendants then promoted their manipulated rankings to the investing public via X and 

Instagram, among other platforms.  For example:   

a. On July 16, 2021, Armand posted to X:  “RT @InuSaitama:  Looks [sic] at 

this chart! We will have new [all time] high price soon!!  and we 

are Top Trending Dextools 5 days in the roll now  #SaitamaIn…[sic]” 

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b. On July 25, 2021, Kohli posted to X:  “RT @InuSaitama: Update on 07/25 

New ATH 1260! … Top 7 Dextools … 105.2% 24h; 1446.72 % 

WoW 8286+ Holders,” referring to an all-time high (“ATH”) price for 

Saitama, along with 24-hour and week-over-week (“WoW) gains, and 

increases in the number of holders of the crypto asset. 

c. On August 1, 2021, one of Saitama’s primary X accounts (@WeAreSaitama) 

that was controlled by Defendants posted:  “ Top 3 Dextools. ”   

d. On September 13, 2021, Tran posted to X:  “We are #1 Dextools Trending 6 

days straight and the 4 hour chart is so Bullish .”  Two days later, he 

posted to X that Saitama was “ Top 6 Trending Dextools.”   

C. Defendants Falsely Claimed that Saitama’s Business Plan Was Reviewed by 
Regulators. 
 

125. Beginning at least in or around September 2021, Defendants stated on the Saitama 

website that their whitepaper “has been reviewed by regulators, third-party audit firms and 

advisors, that includes legal and industry experts.”   

126. Defendants knew or were reckless in not knowing that this statement was false 

and misleading.  The whitepaper was not reviewed by regulators.     

127. This statement was material to investors, as it provided false assurances that 

Defendants had complied with applicable laws in offering and selling Saitama to the investing 

public, and false assurances regarding the purported veracity of statements they made in the 

Saitama whitepaper.   

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D. Defendants Each Made False Statements to Investors Regarding Their Sales 
of Saitama. 
 

128. On October 31, 2021, Armand posted to social media platform X “zero 👌 

saitama sold just to be clear lol.”  This statement from Saitama’s Chief Executive Officer was 

materially false and misleading.  That day alone, Armand sold 490 billion Saitama.  He had sold 

more than 240 trillion Saitama in the six months preceding that false X post.6  Moreover, 

Armand falsely stated in a November 2, 2021 interview available on YouTube that he had not 

used Saitama as a “revenue stream” or for “personal gain.”  To the contrary, by that time, 

Armand had sold approximately 32 trillion Saitama for more than $1 million in proceeds.   

129. Similarly, in an interview posted to YouTube on September 15, 2021, Hernandez 

falsely claimed that, like Armand, he too had never sold Saitama.  “I myself haven’t really sold 

anything since the beginning . . . and if I have taken anything out of my wallet it’s been, you 

know, to donate for like you know giveaways and other stuff like that.”  This public statement, 

coming from Saitama’s Chief Technology Officer and developer of the SaitaMask platform, was 

materially false and misleading.  By September 15, 2021, Hernandez had sold more than 541 

trillion Saitama for more than $175,000 in proceeds.  

130. Tran also made materially false and misleading public statements regarding his 

Saitama transactions.  On September 15, 2021, for example, Tran posted to X at 8:17 a.m.:  “I 

am buying more” Saitama.  That night, Tran posted to X an image of a price chart for Saitama 

and stated that Saitama’s price had reached a new all-time high.  While telling the public that he 

was buying more Saitama and touting its price, he actually sold nearly 1.2 trillion Saitama (net) 

 
6 Armand had been planning to sell his Saitama holdings for some time.  In a private Telegram chat on 
July 25, 2021, he told Tran:  “I will be pulling some out in another month or two . . . Adding a waterfall to 
my pool in backyard.” 

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that day yielding proceeds of more than $8,000.  On October 23, 2021, Tran posted to X, “I said 

HOLD!” along with an image depicting the Saitama mascot on a rocket, suggesting a rapid price 

increase:   

 

131. Meanwhile, on October 23, 2021, Tran sold approximately 1.53 trillion Saitama 

yielding net proceeds of more than $90,000. 

E. Defendants Armand, Tran, and Kohli Made Materially False and Misleading 
Statements Regarding the Development of SaitaMask. 

 
132. Defendants also sold Saitama amid misrepresentations as to the readiness of the 

SaitaMask trading platform and mobile app, which was one of the key features of the Saitama 

ecosystem that Defendants promoted as potentially increasing Saitama’s value.  Specifically, 

Defendants promoted SaitaMask as a pillar of the “Saitama Inu Ecosystem” and described 

SaitaMask on their website as “a one stop show where you can connect your payment system of 

choice and be able to buy, sell, swap, transfer and do whatever you need with any coin without 

leaving the mobile app.”  The website also described using SaitaMask for connecting to 

Saitama’s educational content and connecting to two other Saitama platforms purportedly being 

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developed by Defendants:  “SaitaMaker and SaitaMarket, helping users to buy and sell items 

with crypto inside the app.”   

133. Starting in September 2021, Saitama announced that a SaitaMask launch party 

would be held in November 2021.  Specifically, on September 16, 2021, Armand tweeted, 

“November 13th will go down in history” along with an image of a phone that appeared to be 

running the SaitaMask app, captioned “SaitaMask Where no wallet has gone before.”  Closer to 

the time of the purported launch, on November 9, 2021, Armand stated in a YouTube video:  

“We’ve already put all the preliminary measures in place and the wallet itself is done like the 

swap function’s done. Everything is done.”  On November 8, 2021, Kohli posted to X, “6 more 

days to go for SaitaMask Launch .  Lot more coming this week and weekend,” 

and posted to X again on November 12, “[One] Day left for our Launch and few great 

announcements” (tagging Saitama’s official account and the Saitama CMO’s handle on X).   

134. Then, on the day of the launch party, Armand tweeted that the trading platform 

was ready for launch and “out of beta.”  Amidst Defendants’ touting the imminent launch of 

SaitaMask, Saitama’s price reached an all-time high of $0.0000001394 on November 12, 2021—

an increase of over 477,000 percent from July 2021.   

135. Hernandez was the lead developer for the SaitaMask platform.  He had known or 

recklessly disregarded for weeks that the software would not be ready for launch on November 

13th.  He communicated this information to the other Defendants, each of whom also knew or 

recklessly disregarded, as they promoted the launch of SaitaMask on social media, that the 

application would not be ready for launch on November 13th.   

136. Meanwhile, as Defendants promoted the November 13th launch of SaitaMask, 

Armand, Hernandez, Tran, and Kohli sold large amounts of Saitama, including leading up to the 

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time of the launch party, knowing the launch would not occur because the platform was 

unfinished.  Specifically:  

a. Armand sold more than 4.3 trillion Saitama between October 27 and 

November 12, 2021, for approximately $369,000; 

b. Hernandez sold more than 123 trillion Saitama between October 12 and 

November 11, 2021, for approximately $6,593,000;   

c. Tran sold more than 143 trillion Saitama between October 1 and 

November 12, 2021, for approximately $8,337,000; and   

d. Kohli sold more than 87 trillion Saitama between October 1 and 

November 12, 2021, for approximately $6,520,000. 

137. After Defendants announced delays in the launch (which in reality would not 

occur until early 2022), the price of Saitama fell—27 percent over two days, and 72 percent over 

the course of the following month.   

V. Defendants Armand, Tran, and Kohli Engaged in Unregistered SaitaRealty Offers 
and Sales. 

 
138. In March 2022, Defendants Armand, Tran, and Kohli (the “SaitaRealty 

Defendants”) began offering and promoting a second crypto asset on the Ethereum blockchain:  

SaitaRealty (ticker:  SRLTY).  SaitaRealty, another ERC-20 standard token, purported to relate 

to “a real estate ecosystem” that, according to an initial whitepaper that the SaitaRealty 

Defendants published in March 2022, would “provide a range of opportunities in many different 

forms like Zero-Emission Homes, multi family dwelling units/condominiums, affordable 

housingz [sic], business complexes, and commercial land development.”  The SaitaRealty 

Defendants were among the leaders of the project to develop this ecosystem.    

139. The whitepaper stated that SaitaRealty “is a sister token of Saitama LLC and is 

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led by the same trusted team,” which included Armand (as Chief Operations Officer), Tran (as 

Chief Business Officer), and Kohli (as Chief Financial Officer), among others.7   

140. The SaitaRealty Defendants offered and sold SaitaRealty as a security, 

specifically an investment contract, including on several crypto asset trading platforms.   

141. First, SaitaRealty purchasers, including those who bought it on crypto asset 

trading platforms, invested money—specifically U.S. dollars, Bitcoin, or ETH—when they 

purchased SaitaRealty.   

142. Second, all SaitaRealty purchasers invested in a common enterprise with each 

other and with the SaitaRealty Defendants, who retained significant SaitaRealty holdings.  

Because the value of SaitaRealty rose or fell together for all holders, all SaitaRealty holders 

profited or suffered losses in amounts proportional to their SaitaRealty holdings.  As such, their 

fortunes—including the realization of future profits—were inextricably tied to the SaitaRealty 

Defendants’ fortunes and each others’. 

143. The SaitaRealty Defendants collectively funded the SaitaRealty enterprise 

through (1) increasing the value of SaitaRealty, a large portion of which they held in reserve, and 

(2) collecting a portion of a “token tax” on every on-chain SaitaRealty transaction, which they 

used to fund operations.   

144. The whitepaper published by the SaitaRealty Defendants further explained the 

economics of the SaitaRealty enterprise.  According to the whitepaper, each on-chain SaitaRealty 

transaction incurred a 9 percent “token tax.”  Of the 9 percent “token tax,” 5 percent was used to 

 
7  Hernandez was also initially identified as a leader of the SaitaRealty project and its Chief Technology 
Officer.  On or about April 20, 2022, Hernandez told Armand via WhatsApp that he was planning to 
resign to avoid being associated with Saitama “when the sec shows up.”  On May 18, 2022, Hernandez 
announced on X his resignation from the Saitama project.   

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provide capital for Armand, Tran, Kohli, and other project leaders to invest in physical real 

estate.  The remaining 4 percent was allocated as follows:  1 percent was burned, decreasing the 

overall token supply; 1 percent was redistributed to existing SaitaRealty holders; and 2 percent 

was retained for use by Armand, Tran, Kohli, and other project leaders for marketing 

development. 

145. As was the case with Saitama, SaitaRealty’s automatic redistribution and 

destruction of tokens further ensured that the financial fortunes of the SaitaRealty Defendants 

(who held large positions in SaitaRealty and were developing uses for the token) and those of 

investors were intertwined.   

146. Third, the SaitaRealty Defendants led Saitama investors to reasonably expect that 

they would profit from their SaitaRealty investments, based on the SaitaRealty Defendants’ 

managerial efforts.   

147. As noted, the SaitaRealty Defendants held themselves out as the managers of a 

project to increase the value of SaitaRealty, responsible for the development of the SaitaRealty 

ecosystem and for the investment of capital raised through SaitaRealty sales. 

148. The SaitaRealty Defendants explained on the SaitaRealty website how the capital 

raised from investors’ SaitaRealty purchases would be invested and how returns on those 

investments would be distributed to SaitaRealty holders.   

149. Specifically, they stated that “Capital comes from a token tax per each transaction 

. . . .  The funds will then be used to purchase real property for development.  Once the real 

property generates revenue, the distribution is as follows:  50% Franchising and Expansion[;] 

25% Profit Redistribution for Staked Coin Holders[;] 25% Outreach Initiative for Homeless 

Veterans and for Affordable Housing.”   

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150. In October 2023, the SaitaRealty Defendants announced, via the official 

SaitaRealty account on X, that they had acquired their first piece of physical real estate (a 

townhouse in Dubai) and promised “a future filled with many more such properties” that would 

“creat[e] the best portfolio possible for investors, and of course sharing profits on sells.” 

151. In the fall of 2022, Armand, Tran, and Kohli announced on the SaitaRealty 

website that investors stood to profit not only from purchases of physical real estate, but from 

purchases of digital real estate located in the “metaverse”:  “We designed a plan that allows 

investors to help develop a realty ecosystem via strategic tokenomics that will collect the capital 

necessary to fund these new infrastructures while returning profit to the investors.”  The 

SaitaRealty Defendants launched a new application called SaitaCity, a “real estate market 

simulator” where players could build and trade property in the metaverse to earn profit, badges, 

and voting power, in what Armand, Tran, and Kohli claimed was a decentralized autonomous 

organization.   

152. A version of the SaitaRealty whitepaper dated October 5, 2022, stated that 

SaitaRealty would offer a “Value Proposition” for metaverse “real estate investors” by 

combining SaitaRealty’s purported consumptive use as a currency with a built-in tax system to 

fund purchases of metaverse real estate.  The whitepaper also stated that both SaitaRealty and 

Saitama tokens would be used by the developers in SaitaCity for purposes of “supply burn” and 

“funding.”   

153. The SaitaRealty Defendants also led investors to reasonably expect to profit from 

their SaitaRealty investments by publicly touting the results of the SaitaRealty Defendants’ 

efforts to have SaitaRealty listed on numerous trading platforms, where investors would be able 

to sell their SaitaRealty.   

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154. For example, on March 25, 2022, the SaitaRealty Defendants used the official 

SaitaRealty account on X to inform the public that SaitaRealty had launched and was available to 

trade on SaitaMask, the smart wallet application Defendants created.  On April 26, 2022, the 

SaitaRealty Defendants posted to X that SaitaRealty would be “listed” (or made available for 

purchase) on LBank as of April 28, 2022.  Later, Defendants Armand, Tran, and Kohli informed 

investors that SaitaRealty was listed on two other exchanges, MEXC and XT. 

155. Leading up to SaitaRealty’s launch and continuing thereafter, the SaitaRealty 

Defendants regularly promoted the investment on various social media platforms.   

156. At all relevant times, the SaitaRealty Defendants encouraged investors to 

purchase SaitaRealty, and provided specific instructions on how to do so on the SaitaRealty 

website.   

157. As a result of the above representations and the economic reality of what the 

SaitaRealty Defendants were offering and selling, SaitaRealty investors had a reasonable 

expectation of profiting from the SaitaRealty Defendants’ efforts to develop the SaitaRealty 

ecosystem, to invest in physical and digital real estate, and to list SaitaRealty on trading 

platforms. 

FIRST CLAIM FOR RELIEF 
UNREGISTERED OFFERINGS OF SECURITIES 

(Violations of Sections 5(a) and 5(c) of the Securities Act by  
Armand, Hernandez, Kohli, and Tran) 

 
158. Paragraphs 1 through 157 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

159. During the Relevant Period, Saitama was offered and sold as a security under 

Section 2(a)(1) of the Securities Act [15 U.S.C. § 77b(a)(1)]. 

160. By reason of the conduct described above, Defendants, directly or indirectly:  

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(a) made use of the means or instruments of transportation or communication in interstate 

commerce or of the mails to sell, through the use or medium of a prospectus or otherwise, 

securities as to which no registration statement has been in effect and for which no exemption 

from registration has been available; and/or (b) made use of the means or instruments of 

transportation or communication in interstate commerce or of the mails to offer to sell, through 

the use or medium of a prospectus or otherwise, securities as to which no registration statement 

has been filed and for which no exemption from registration has been available. 

161. As a result, Defendants violated Sections 5(a) and (c) of the Securities Act 

[15 U.S.C. §§ 77e(a), (c)] and will continue to violate those sections unless enjoined.   

SECOND CLAIM FOR RELIEF 
UNREGISTERED OFFERINGS OF SECURITIES 

(Violations of Sections 5(a) and 5(c) of the Securities Act by  
Armand, Kohli, and Tran) 

 
162. Paragraphs 1 through 157 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

163. During the Relevant Period, SaitaRealty was offered and sold as a security under 

Section 2(a)(1) of the Securities Act [15 U.S.C. § 77b(a)(1)]. 

164. By reason of the conduct described above, defendants Armand, Kohli, and Tran, 

directly or indirectly:  (a) made use of the means or instruments of transportation or 

communication in interstate commerce or of the mails to sell, through the use or medium of a 

prospectus or otherwise, securities as to which no registration statement has been in effect and 

for which no exemption from registration has been available; and/or (b) made use of the means 

or instruments of transportation or communication in interstate commerce or of the mails to offer 

to sell, through the use or medium of a prospectus or otherwise, securities as to which no 

registration statement has been filed and for which no exemption from registration has been 

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available. 

165. As a result, defendants Armand, Kohli, and Tran violated Sections 5(a) and (c) of 

the Securities Act [15 U.S.C. §§ 77e(a), (c)] and will continue to violate those sections unless 

enjoined.   

THIRD CLAIM FOR RELIEF 
FRAUD IN THE OFFER OR SALE OF SECURITIES 

(Violations of Sections 17(a) of the Securities Act)  
 

166. Paragraphs 1 through 157 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

167. During the Relevant Period, Saitama was offered and sold as a security under 

Section 2(a)(1) of the Securities Act [15 U.S.C. § 77b(a)(1)]. 

168. By reason of the conduct described above, Defendants, in connection with the 

offer or sale of securities, by the use of the means or instrumentalities of interstate commerce or 

of the mails, directly or indirectly, acting intentionally, knowingly, recklessly, or negligently 

(i) employed devices, schemes, or artifices to defraud; (ii) obtained money or property by means 

of untrue statements of material facts or omissions to state material facts necessary in order to 

make the statements made, in light of the circumstances under which they were made, not 

misleading; and (iii) engaged in transactions, practices, or courses of business which operated or 

would operate as a fraud or deceit upon any persons, including purchasers or sellers of the 

securities.   

169. By reason of the conduct described above, Defendants violated Securities Act 

Sections 17(a)(1), (2), and (3) [15 U.S.C. §§ 77q(a)(1), (2), and (3)] and will continue to violate 

those sections unless enjoined. 

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FOURTH CLAIM FOR RELIEF 
FRAUD IN CONNECTION WITH THE PURCHASE OR SALE OF SECURITIES 

(Violations of Section 10(b) of the Exchange Act and Rules 10b-5(a), (b), and (c))  
 

170. Paragraphs 1 through 157 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

171. During the Relevant Period, Saitama was offered and sold as a security under 

Section 3(a)(10) of the Exchange Act [15 U.S.C. § 78c(a)(10)].  

172. By reason of the conduct described above, Defendants, directly or indirectly, in 

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

interstate commerce or of the mails, or of any facility of any national securities exchange, 

intentionally, knowingly, or recklessly, (i) employed devices, schemes, or artifices to defraud; 

(ii) made untrue statements of material facts or omitted to state material facts necessary in order 

to make the statements made, in the light of the circumstances under which they were made, not 

misleading, and (iii) engaged in acts, practices, or courses of business which operated or would 

operate as a fraud or deceit upon any persons, including purchasers or sellers of the securities. 

173. By reason of the conduct described above, Defendants violated Exchange Act 

Section 10(b) [15 U.S.C. § 78j(b)] and Rules 10b-5(a), (b), and (c) [17 C.F.R. §§ 240.10b-5(a), 

(b), and (c)] thereunder and will continue to violate those provisions unless enjoined. 

FIFTH CLAIM FOR RELIEF 
MARKET MANIPULATION 

(Violations of Section 9(a)(2) of the Exchange Act)  
 

174. Paragraphs 1 through 157 above are re-alleged and incorporated by reference as if 

fully set forth herein. 

175. During the Relevant Period, Saitama was offered and sold as a security under 

Section 3(a)(10) of the Exchange Act [15 U.S.C. § 78c(a)(10)].  

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176. By reason of the conduct described above, Defendants, directly or indirectly, 

effected a series of transactions in a security not registered on a national securities exchange, 

creating actual or apparent active trading in such security, or raising or depressing the price of 

such security, for the purpose of inducing the purchase or sale of such security by others. 

177. By reason of the conduct described above, Defendants violated Exchange Act 

Section 9(a)(2) [15 U.S.C. § 78i(a)(2)] and will continue to violate that section unless enjoined.   

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court: 

A. Enter a permanent injunctions restraining Defendants, their agents, servants, 

employees and attorneys, and those persons in active concert or participation with them who 

receive actual notice of the injunction by personal service or otherwise, from violating Sections 

5(a) and (c), and 17(a)(1), (2), and (3) of the Securities Act [15 U.S.C. §§ 77e(a), (c); 77q(a)(1), 

(2) and (3)], and Sections 9(a)(2) and 10(b) of the Exchange Act [15 U.S.C. §§ 78i(a)(2) and 

78j(b)] and Rules 10b-5(a), (b), and (c) thereunder [17 C.F.R. §§ 240.10b-5(a), (b), and (c)]. 

B. Order Defendants to disgorge, with prejudgment interest, all ill-gotten gains 

obtained by reason of the unlawful conduct alleged in this Complaint pursuant to Sections 

21(d)(5) and (7) of the Exchange Act [15 U.S.C. §§ 78u(d)(5) and (7)]; 

C. Order Defendants to pay civil monetary penalties pursuant to Section 20(d) of the 

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

§ 78u(d)(3)];  

D. Enter an order prohibiting Defendants from participating, directly or indirectly, 

including but not limited to, through any entity controlled by them, in any offering of securities, 

including any crypto asset security, provided, however, that such injunction shall not prevent 

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them from purchasing or selling securities listed on a national securities exchange or their 

personal accounts. 

E. Enter an order, 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)], barring each of the 

Defendants from acting as an officer or director of any issuer that has a class of securities 

registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is required to file 

reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)]. 

F. Retain jurisdiction over this action to implement and carry out the terms of all 

orders and decrees that may be entered; and  

G. Grant such other and further relief as this Court may deem just and proper. 

JURY DEMAND 

The Commission demands a jury in this matter for all claims so triable. 

DATED:  October 9, 2024. 

 

      Respectfully submitted, 

/s/ David J. D’Addio 
David J. D’Addio (Mass. Bar No. 665790) 
Amy Harman Burkart (Mass. Bar No. 651828) 
Jeffrey Cook (Fla. Bar No. 647578) 
Joy Guo (N.Y. Bar No. 5294764) 

 
      SECURITIES AND EXCHANGE COMMISSION 

Boston Regional Office 
33 Arch St., 24th Floor  
Boston, MA 02110 
Phone:  (617) 573-4526 (D’Addio direct)  
Fax:  (617) 573-4590 (fax) 
[email protected] (D’Addio email) 

Case 1:24-cv-12586   Document 1   Filed 10/09/24   Page 45 of 45