SEC Charges 38 Entities With Faking Adviser Status in Form ADV Filings

The U.S. Securities and Exchange Commission charged 38 entities with making material misrepresentations in Forms ADV filed with the SEC in 2025 and 2026, alleging the filings falsely portrayed the entities as legitimate advisory firms to U.S. retail investors, the SEC said Aug. 27.

The complaints, filed in the U.S. District Court for the District of Colorado, allege the entities listed Colorado business addresses where they had no actual presence and provided phone numbers that were disconnected or belonged to unrelated businesses. The SEC also alleges the entities disclosed ownership structures and numerical data that were identical or nearly identical across numerous other purported exempt reporting advisers (ERAs), and that each claimed its private fund’s financial statements had been audited by one of two accounting firms that cannot be found in any public registry of federal or state accountancy firms. Some of the entities were marketed on websites that displayed fake certificates purporting to show SEC registration, the agency said.

Several of the defendants used IP addresses traced to foreign jurisdictions to connect to the SEC’s filing system, the agency said, and failed to respond to requests from agency counsel to substantiate information in their Forms ADV.

“Our complaints allege large-scale abuse of SEC adviser filings by persons, several of whom are likely located overseas, exploiting interest in emerging technologies,” said Laura D’Allaird, chief of the SEC Enforcement Division’s cyber and emerging technologies unit. “When we find bad actors using fraudulent SEC filings to feign legitimacy with retail investors, we will act decisively to disrupt these operations.”

The complaints charge the entities with violating Sections 204(a) and 207 of the Investment Advisers Act of 1940. The SEC is seeking permanent injunctions barring further violations of the charged provisions, conduct-based injunctions prohibiting the entities from filing Forms ADV as exempt reporting advisers, and civil penalties. The ERA filings of all 38 entities have been removed from the agency’s website, the SEC said.

One of the complaints reviewed by AltsWire references four related cases the SEC filed earlier in the same district in 2025 involving similar facts and allegations.

Several of the entities’ names echo well-known companies or platforms, including Abrdn Canada Limited and LinkedIn Research Institute Ltd. Nothing in the complaints alleges any relationship between the named defendants and the similarly named, unrelated firms or platforms.

The 38 entities named in the complaints, as identified by the SEC, are: Abrdn Canada Limited; Absolutaris Base Limited; Apexium Securities Ltd; Axivon Exchange Ltd; Calystron Capital Ltd; CryptoOrbit Ltd; Equal Chance Capital Ltd; Ftaexchange Ltd; Future Finance Academy Ltd; Gainstra Capital Inc; Glorious Dawn Capital Management Co., Ltd; Harbor Financial Institute Ltd; Helios Wealth Management Ltd; Ideal Finance Ltd; Ironclad Trading Institute LLC; Korzen Asset Management Ltd; LinkedIn Research Institute Ltd; LuxePoint Capital Ltd; Nautical Echo Capital Ltd; NewstarAsset Capital Inc; Nexera Technologies Ltd; Nova Academy of Finance Ltd; Nova Financial Academy Ltd; Perkea Capital Securities Inc; Pinnacle Crypto Exchange Inc; Pinno Capital Inc; Quantum Financial Institute Ltd; RBH Infinity Exchange Inc; Robin Markets Inc; Rockford Partners; Sapphire Tide Capital Ltd; Stellar Path Institute Ltd; Summit Breeze Haven Exchange Ltd; THEVGPRO Ltd; ThreeM Holding Ltd; Veriton Investment Inc; Web3 University; and Wingspan Advisors LLC.

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