In the Matter of Impact Theory, LLC

Admin. Proc. File No. 3-21585

On August 28, 2023, the Commission instituted and simultaneously settled administrative proceedings (the “Order”) against Impact Theory, LLC (the "Respondent"). In the Order, the Commission found that from October 13, 2021, to December 6, 2021, Impact Theory, a media and entertainment company, offered and sold crypto asset securities known as Founder’s Keys in the form of purported non-fungible tokens, raising approximately $29.9 million worth of ether from at least hundreds of investors, including investors across the United States. The Commission found that Impact Theory violated Sections 5(a) and 5(c) of the Securities Act by offering and selling these securities without having a registration statement filed or in effect with the Commission or qualifying for an exemption from registration. The Commission ordered the Respondent to pay $5,120,718.27 in disgorgement, $483,195.90 in prejudgment interest, and a $500,000.00 civil money penalty, for a total of $6,103,914.17, to the Commission. The Commission also created a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalty collected, along with the disgorgement and interest collected, could be distributed to harmed investors (the “Fair Fund”). See the Commission’s Order: Release No. 33-11226

The Fair Fund consists of the $6,103,914.17 collected from the Respondent. The Fair Fund has been deposited in a Commission-designated account at the U.S. Department of the Treasury, and any accrued interest will be added to the Fair Fund.

On January 5, 2024, the Commission issued an order appointing Miller Kaplan Arase LLP as the Tax Administrator of the Fair Fund. See the Commission’s Order: Release No: 34-99278

On September 24, 2024, the Commission issued an order appointing Simpluris, Inc. (“Simpluris”), as the Fund Administrator to oversee the administration and distribution of the Fair/Distribution Fund, and set the administrator’s bond amount.  See the Commission’s Order:  Release No. 34-101028

On October 29, 2024, the Commission published a notice of the proposed plan of distribution and opportunity for comment and simultaneously published the proposed plan of distribution (“Proposed Plan”).  The notice provides the public with 30 days to submit their comments on the Proposed Plan.  See the Commission’s Notice:  Release No. 34-101459 and the Proposed Plan

The Proposed Plan provides that the Fair Fund shall be distributed to investors who purchased or acquired the eligible securities between October 13, 2021, and August 27, 2023, both dates inclusive, and suffered a recognized loss as calculated in accordance with the Plan of Allocation.

On December 18, 2024 the Commission issued an order approving the Proposed Plan and simultaneously posted the approved plan of distribution (the “Plan”).  See the Commission’s Order:  Release No. 34-101959 and the Plan.

The claim form may be found at www.ImpactTheoryFairFund.com.  Claim forms must be postmarked no later than: August 15, 2025

For more information, please contact:

Website: www.ImpactTheoryFairFund.com
Phone number: (833) 285-3401