The U.S. Securities and Exchange Commission has charged two foreign-operated companies incorporated in Colorado with allegedly running a cryptocurrency investment fraud that raised more than $130 million from tens of thousands of retail investors.
A complaint filed in the U.S. District Court for the Northern District of California names BG Wealth Sharing Ltd. and DSJ Exchange Pty Ltd. The SEC alleges that, from at least October 2025 through June 2026, the companies solicited investors across more than 40 states and several U.S. territories to participate in a “wealth-sharing program.”
Investors were promised risk-free returns supposedly generated through crypto-asset trading signals. According to the complaint, BG Wealth claimed to be the world’s largest hedge fund, said it was registered with the SEC as an investment adviser, and represented that it worked with DSJ Exchange, described as a licensed and secure crypto trading platform.
The SEC says those representations were false. The agency alleges that the companies submitted fraudulent Form ADV and Form D filings, which appeared on the SEC’s website and were shown to investors as evidence that the firms had been licensed or approved by the regulator. The filings have since been removed from the SEC website.
The alleged operation used social media, encrypted messaging channels, weekly live videoconferences and a mobile application to communicate with investors. The complaint also alleges that the defendants displayed counterfeit certificates bearing the SEC’s seal and made periodic payments to some participants. SEC official Laura D’Allaird described those payments as a “Ponzi-like tactic,” alleging that the remaining funds were misappropriated.
The SEC charged both companies with violating the antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. BG Wealth also faces allegations of violating Sections 204(a) and 207 of the Investment Advisers Act of 1940.
The agency is seeking permanent injunctions, disgorgement with prejudgment interest and civil penalties against both companies. It is also seeking conduct-based injunctions against BG Wealth.
The SEC’s Office of Investor Education and Assistance has warned that fraudsters may use exempt reporting adviser filings to create a misleading appearance of legitimacy. The agency advises investors to check the background of anyone offering or selling a crypto investment through Investor.gov.
The SEC said the investigation received assistance from securities and financial authorities in Alberta, Hawaii, Texas, Utah, Washington and Wisconsin, among others.
Sources: Bitcoin Magazine.