SEC sues 38 entities over fake adviser filings

The U.S. Securities and Exchange Commission sued 38 entities on Aug. 27, alleging they submitted false Forms ADV between 2025 and 2026 to present themselves as legitimate investment advisers.

The SEC filed 38 separate civil complaints in the U.S. District Court for the District of Colorado. The regulator alleges that several defendants likely operated overseas and used official public filings to gain credibility with U.S. retail investors.

The allegations have not been proven in court. The SEC did not report how much investors transferred to the entities, identify confirmed victims or disclose total losses.

SEC complaints identify repeated filing patterns

The complaints allege that defendants listed Colorado business addresses where they had no physical presence. Some supplied disconnected telephone numbers or numbers belonging to unrelated businesses.

Many filings contained identical or nearly identical information. According to one complaint, purported funds commonly reported either $78.96 million or $48.96 million in assets, 89 or 33 investors and minimum investments of either $50,000 or $5,000.

The entities also listed matching ownership structures. Those structures reportedly attributed 10% ownership to the adviser or related parties, 90% to foreign investors and 50% to funds of funds. The categories could overlap.

The SEC said several filings claimed that private-fund financial statements had been reviewed by one of two independent accounting firms. Investigators could not find either auditor in federal or state accountancy registries.

Fake adviser status allegedly supported investor scams

An exempt reporting adviser, or ERA, is not an SEC-registered investment adviser. ERAs generally advise only venture capital funds or private funds with less than $150 million under management in the U.S.

They must submit limited information through Form ADV, but the SEC does not approve their experience, qualifications or business claims before publishing those filings. The complaints allege the defendants exploited that process because submissions became publicly searchable without prior approval.

Some related websites displayed certificates falsely stating that the entities had received “SEC RIA permission,” according to the regulator’s alert. The certificates used genuine filing and registration numbers to appear authentic.

Several defendants adopted names referring to crypto, exchanges, emerging technology or financial education. They include CryptoOrbit, Pinnacle Crypto Exchange, Web3 University, Axivon Exchange and Future Finance Academy. However, the SEC did not characterize every defendant as a crypto business.

Foreign access and missing records raised concerns

The SEC said IP addresses used to access its filing system were traced to foreign jurisdictions in several cases. It did not identify every country or allege that all 38 entities operated outside the U.S.

Commission attorneys requested records supporting the firms’ reported assets, investors, employees, auditors and fund operations. The defendants allegedly failed to provide the requested material.

In the case against Abrdn Canada Limited, SEC staff mailed a records demand to its stated Denver address in April. The correspondence was returned as undeliverable. Calls reached a disconnected number, while a later email received no response.

The complaint also alleges the entity claimed to operate as a commodity pool operator or trading adviser without a corresponding CFTC or National Futures Association registration.

Courts will decide penalties and filing restrictions

The SEC charged the defendants under Sections 204(a) and 207 of the Investment Advisers Act. Those provisions govern adviser records and false statements made in required filings.

The agency seeks permanent injunctions, civil penalties and orders preventing the entities from submitting future Forms ADV as exempt reporting advisers. The amount of any penalty would be determined by the court.

The SEC directed FINRA to remove the 38 filings from the Investment Adviser Public Disclosure database. The FBI assisted through Operation Level Up, an initiative that identifies and contacts potential victims of investment fraud.

Investors should not treat a Form ADV appearance as proof of SEC registration. The regulator advised users to verify a firm’s status independently and avoid transferring money, cryptocurrency or personal information when an ERA approaches individual investors directly.

Comparable impersonation tactics have also appeared outside the U.S. In related coverage, fraudsters used regulator names and counterfeit documents to target crypto users during Europe’s MiCA transition.