Justin Sun, Tron Foundation Limited, BitTorrent Foundation Ltd., Rainberry, Inc., and DeAndre Cortez Way

U.S. SECURITIES AND EXCHANGE COMMISSION

Litigation Release No. 26496 / March 5, 2026

Securities and Exchange Commission v. Justin Sun, et al., No. 1:23-cv-02433 (S.D.N.Y. filed Mar. 22, 2023)

SEC Files Proposed Settlement with Respect to Wash Trading Claims Against Rainberry, Inc.; Dismisses All Remaining Claims

Today, as part of a global resolution, the SEC filed a proposed final judgment in the U.S. District Court for the Southern District of New York as to the Commission’s claims against Rainberry, Inc., Justin Sun, Tron Foundation Limited, and BitTorrent Foundation Ltd. (the “Tron Defendants”). If approved by the court, the proposed final judgment would settle the Commission’s claim against Rainberry related to wash trading in violation of Section 17(a)(3) of the Securities Act of 1933, and dismiss, with prejudice, the Commission’s remaining claims against Rainberry and all claims against the other Tron Defendants.

The SEC’s complaint, filed in March 2023 and amended in April 2024, alleged that in 2018 and 2019, Rainberry facilitated wash trading to artificially inflate the trading volume of the crypto asset “TRX.” As described in the amended complaint, wash trading generally refers to trades that occur without a change in beneficial ownership, creating the false perception of market activity that does not reflect the true supply and demand for the securities.

Without admitting or denying the Commission’s allegations as to Rainberry with respect to the settled claim, the Tron Defendants consented to the entry of a final judgment, subject to court approval, that would permanently enjoin Rainberry from violating Section 17(a)(3) of the Securities Act and order Rainberry to pay a civil penalty in the amount of $10 million.

The Commission also filed a notice of voluntary dismissal as to the pending claim for violations of Section 17(b) of the Securities Act against DeAndre Cortez Way. As stated in the notice of dismissal, “[t]he SEC’s decision to seek dismissal of this enforcement action is an exercise of its discretion and does not necessarily reflect the SEC’s position on any other case.”