INITIAL DECISION RELEASE NO. 1415 

ADMINISTRATIVE PROCEEDING

FILE NO. 3-21243

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

In the Matter of : 

 : 

THE REGISTRATION STATEMENT OF : INITIAL DECISION

AMERICAN CRYPTOFED DAO LLC : May 17, 2023 

____________________________________

APPEARANCE: Christopher M. Bruckmann, Christopher J. Carney, Martin Zerwitz, and 

Michael Baker, Esqs., for the 

Division of Enforcement, Securities and Exchange Commission 

Scott Moeller and Xiaomeng Zhou, Officers, for 

American CryptoFed DAO LLC

BEFORE: Carol Fox Foelak, Administrative Law Judge 

SUMMARY

 

This Initial Decision suspends the effectiveness of the registration statement of American 

CryptoFed DAO LLC. The basis for this “stop order” is that the registration statement omits 

required information, such as audited financial statements. 

I. INTRODUCTION

A. Procedural Background

The Commission initiated this proceeding by an Order Instituting Proceedings (OIP) on 

November 18, 2022. The proceeding is a stop order proceeding, authorized pursuant to Section 

8(d) of the Securities Act of 1933. As the Commission ordered, the hearing before the 

undersigned Administrative Law Judge in this proceeding commenced at 10:00 a.m. EST on 

December 1, 2022. Hearing sessions were held on December 1, 2, and 6, 2022, and January 18 

and 19, 2023, and the hearing was closed. The Division of Enforcement and Respondent 

American CryptoFed DAO LLC called a number of witnesses from whom testimony was taken

in their cases.

1

 The Division’s Proposed Findings of Fact and Conclusions of Law, 

1 Citations to the transcript will be noted as “Tr. __.” Citations to exhibits offered by the 

Division and by Respondent will be noted as “Div. Ex. __” and “Resp. Ex. __,” respectively. A 
2

Respondent’s Opposition, and the Division’s Reply were filed February 17, April 3, and April 

18, 2023, respectively. 

The findings and conclusions in this ID are based on the record. Official notice pursuant 

to 17 C.F.R. § 201.323 is taken of the Commission’s public official records concerning 

American CryptoFed and of the Wyoming Secretary of State records as well. See Helpeo, Inc., 

Exchange Act Release No. 82551, 2018 SEC LEXIS 144, at *17 n.38 (Jan. 19, 2018) (taking 

official notice of the Nevada Secretary of State’s records pursuant to Rule of Practice 323). 

Preponderance of the evidence was applied as the standard of proof. See Steadman v. SEC, 450 

U.S. 91, 97-104 (1981). All arguments and proposed findings and conclusions that are 

inconsistent with this ID were considered and rejected. 

 B. Allegations and Arguments of the Parties

This proceeding concerns a Form S-1 registration statement filed by American CryptoFed

on September 17, 2021, seeking to register the offer and sale of two classes of crypto assets, the 

Ducat and Locke tokens, as securities under the Securities Act. The Division seeks a stop order

pursuant to Securities Act Section 8(d), alleging that the registration statement omits material 

information required by the Form S-1, Regulation S-X, and Regulation S-K, for example, 

audited annual and unaudited interim financial statements and an opinion of counsel as to the 

legality of the securities being registered. The Division also alleges that the Registration 

Statement contains materially misleading statements, in that it states that the Ducat and Locke 

tokens are not securities, which is inconsistent with the statement identifying the tokens as 

“Securities to be Registered” and the use of the Registration Statement to register the offer and 

sale of the tokens under the Securities Act. The Division also alleges that Respondent failed to 

cooperate with the examination that the Commission ordered pursuant to Securities Act Section 

8(e) on November 9, 2021. Respondent urges that it has no assets or liabilities and therefore 

need not supply financial statements. It also argues that this proceeding and the examination 

ordered pursuant to Section 8(e) were unauthorized. 

II. FINDINGS OF FACT

The testimony taken during five days of hearings reveal very little dispute as to the facts 

that are relevant to the OIP, that is, the factual issues that the Commission – not its subsidiary 

Divisions of Corporation Finance and Enforcement, which report to the Commission – ordered to 

be determined.

2

 

number of exhibits in evidence were offered by both parties, e.g., Respondent’s Registration 

Statement – Div. Ex. 1 and Resp. Ex. 1. 

2 Respondent is represented by its organizers, Messrs. Zhou and Moeller, acting as its officers, 

who also testified as witnesses. Their questions as Respondent’s representatives, as well as their 

testimony as witnesses, in their own and the Division’s cases, to a large extent addressed topics 

that were outside the issues ordered to be determined in the OIP, for example, the philosophical 

underpinnings of the Ducat and Locke tokens; the benefits of the tokens as compared to the U.S. 

dollar; failure of various SEC staff members to respond to demands to justify CorpFin’s 
3

The Commission’s public official records, of which official notice is taken pursuant to 17

C.F.R. § 201.323, disclose that American CryptoFed filed the registration statement at issue in 

this proceeding under the Securities Act on Form S-1 on September 17, 2021,

3 the day after it 

filed a registration statement under the Securities Exchange Act of 1934 on Form 10 on 

September 16, 2021.4

 Both seek to register the same assets. 

The Form S-1 registration statement represents that American CryptoFed (CIK No. 

1881928),5 is organized under the laws of Wyoming;6 is a “Smaller reporting company” and 

“Emerging growth company”; and that its “Organizers” are Marian Orr, Scott Moeller, and 

description of the alleged deficiencies; how and when the Division of Enforcement became 

involved, leading to the OIP; and various legal theories appropriate for post-hearing briefing, 

e.g., that the examination authorized pursuant to Securities Act Section 8(e) was illegal or 

whether CorpFin has been responsive to SEC Chair Gary Gensler’s policies. Tr., passim; Resp. 

Exs. 21, 23, 42, 44, 57, 61, 178, et al. Mr. Moeller articulated Respondent’s misunderstanding of 

the purpose of the instant proceeding: “We are looking at how do we cure our registration. What 

is the path by which American CryptoFed can register Locke and Ducat.” Tr. 508. 

3 The filing may be viewed on the Commission’s EDGAR database:

https://www.sec.gov/Archives/edgar/data/1881928/000188192821000003/FormS1_RegistrationACF.pdf. It is also in evidence as Division Exhibit 1. 

4 The Commission’s public official records on its EDGAR database, of which official notice is 

taken pursuant to Rule 323, show that, on September 16, 2021, American CryptoFed filed a 

Form 10 registration statement seeking to register the same assets under Section 12(g) of the 

Securities Exchange Act of 1934, and, on July 6, 2022, filed a Form RW seeking to withdraw the 

Form 10. The Form 10 is in evidence as Division Exhibit 2. However, that matter remains 

pending. See American CryptoFed, Exchange Act Release No. 93551, 2021 SEC LEXIS 3393 

(Nov. 10, 2021) (OIP, Admin. Proc. File No. 3-20650, pursuant to Exchange Act Section 12(j)); 

the Division’s August 9, 2022, Motion to Dismiss that proceeding on the basis that the 

withdrawal of the Form 10 had become final, pursuant to 17 C.F.R. § 230.477 (official notice); 

American CryptoFed’s September 18, 2022, Motion withdrawing its previous opposition to the 

Division’s Motion to Dismiss (official notice). 

5 The CIK number is a unique identifier for each company in the Commission’s EDGAR 

database. The user can retrieve filings of a company by using its CIK number. 

6 American CryptoFed DAO LLC filed its articles of incorporation as a “Decentralized 

Autonomous Organization” sub type of “Limited Liability Company” in Wyoming on July 1, 

2021, the effective date of the “Wyoming Decentralized Organization Supplement” law that 

provides for the formation and management of DAOs. See

https://wyobiz.wyo.gov/Business/FilingDetails.aspx?eFNum=0902331101312440182201590271

93226030056048132159; see also Wyoming Decentralized Autonomous Organization 

Supplement, Wyo. Stat. §§ 17-31-101 to -116. 
4

Xiaomeng Zhou. Div. Ex. 1.7 The Wyoming enabling statute defines “Decentralized 

autonomous organization” (DAO) as “a limited liability company organized under this chapter,” 

Wyo. Stat. § 17-31-102(a)(ii), “whose articles of organization contain a statement that the 

company is a [DAO]” and include a warning statement titled NOTICE OF RESTRICTIONS ON 

DUTIES AND TRANSFERS that “appear[s] conspicuously.” Wyo. Stat. § 17-31-104(a), (c). 

Respondent filed a request to withdraw its Form S-1 on June 6, 2022. Resp. Ex. 18. The 

Commission denied the request, stating that on May 30, 2022, Respondent had informed staff 

that it would proceed with implementing its business plan in July 2022 without regard for 

whether the Form S-1 was effective. American CryptoFed DAO LLC, Securities Act Release 

No. 11074, 2022 SEC LEXIS 1552 (June 17, 2022). The Form S-1 contains a so-called 

“delaying amendment.”8 Div. Ex. 1. However, during the course of the Section 8(e) 

examination Respondent threatened to remove the delaying amendment, for example in an 

October 27, 2022, letter to Division counsel.9 Div. Ex. 15, at 13. 

The Form S-1 refers to Respondent’s Form 10 for a description of its business, which is 

an explanation of how the Ducat and Locke tokens will work and why they are advantageous as 

compared with the United States dollar. Evidence received at the hearing also establishes how 

Respondent intends that Ducat and Locke tokens will work. Tr. 580-97, 727-98; Div. Exs. 1, 

1A, 1B, 1C; Div. Ex. 610 at 80-189, passim. Respondent is still “brainstorming” what blockchain 

to use. Tr. 828-30. The Form S-1 lacks financial statements and an opinion of counsel as to the 

legality of the securities being registered. Respondent does not deny this. It does not believe 

that the tokens are securities but filed the Form S-1 to comply with securities laws. Tr. 814-19 & 

passim; Div. Ex. 6 at 13, 21-26, 54, 75 & passim. It considers that it has no assets, liabilities, or 

income and, thus, that financial statements are unnecessary. Tr. passim. During the hearing 

Respondent represented that it would engage a CPA to provide financial statements if 

Commission staff would assure it that financial statements showing no assets, liabilities, or 

7 Div. Ex. 1 is also in evidence as Resp. Ex. 1. A number of exhibits in evidence are both 

Division and Respondent exhibits.

8 The delaying amendment states: 

The registrant hereby amends this registration statement on such date or dates as 

may be necessary to delay its effective date until the registrant shall file a further 

amendment which specifically states that this registration statement shall thereafter 

become effective in accordance with Section 8(a) of the Securities Act or until the 

registration shall become effective as the [SEC], acting pursuant to said Section 

8(a), may determine.

Div. Ex. 1, at 3.

9 Absent a delaying amendment, a registration statement becomes effective by operation of law

twenty days after it is filed. Securities Act Section 8(a), 15 U.S.C. § 77h(a). 

10 Div. Ex. 6 is Mr. Moeller’s July 7, 2022, testimony pursuant to the Division’s June 28, 2022, 

subpoena for testimony. 
5

income would be accepted. Tr. 663-64. Previously, it had tried to engage an auditor, who 

declined because of a lack of guidance from the SEC. Div. Ex. 6 at 137.

Additional material information required pursuant to Regulation S-K to be provided is 

missing from the Form S-1. This includes information as to the ownership of directors and 

executive officers and greater than 5% holders, compensation paid to the executive officers, and 

material contracts. Respondent’s evidence concerning these items is not convincing. See Tr.

218, 282, 285, 291-92, 314. Respondent’s explanation stresses that, as a DAO, it has no 

hierarchy, directors, or management. Organizers Zhou and Moeller have identified themselves 

as officers only for the purpose of the representing Respondent concerning its filings with the 

Commission. Tr. 172-78, 187-88; Div. Ex. 6 at 16, 18, 26. The Division’s evidence shows that 

organizers and others have or will have compensation, and that material contracts exist. Tr. 857, 

860-62, 865-66; Resp. Ex. 289.

Justin Dobbie of the Commission’s Division of Corporation Finance (CorpFin) is in 

charge of an office, staffed by attorneys and accountants, that reviews disclosure documents, 

including registration statements in the finance industry. Tr. 27-32. He participated in the 

review of the Form S-1. Tr. 32-33. He and his team identified a number of serious deficiencies, 

including a lack of financial statements, audited or unaudited; vague responses concerning the 

identity of management and beneficial owners and their compensation or valuation of their 

ownership stake; a vague, aspirational description of the business; and lack of a legality opinion. 

Tr. 38-56. They discussed the deficiencies in both the Form 10 and the Form S-1 in a telephone 

call with Respondent and followed up with October 8, 2021, letters to Respondent. Tr. 59-64; 

Div. Exs. 17, 18.11 The letters listed specific deficiencies, some of which were the alleged 

material omissions in the registration statement,12 and identified CorpFin’s Erin Purnell as a 

contact. Exs. 17, 18. Respondent’s October 12, 2021, letter, addressed to the five SEC 

Commissioners and Ms. Purnell, responded to CorpFin’s October 8 letters. Div. Ex. 19. 

Respondent’s letter stated that the Forms 10 and S-1 showed how American CryptoFed “can 

solve the institutional and functional flaws plaguing all existing monetary systems of major 

central banks”; stated that it had no revenues or costs and, thus, no financial statements to be 

provided; articulated the theory behind American CryptoFed in response to the alleged failure to 

describe its business; and provided various explanations for other alleged deficiencies. Id. In 

conclusion, the letter stated, “[i]f we are asked to disclose information which does not exist and 

will never exist, it is highly possible that the Securities Laws were not designed for the 

CryptoFed monetary system and should not apply to [it]”; and asked that the SEC either allow 

the Form 10 to become effective, continue reviewing the Form S-1, or declare that CryptoFed is 

11 Div. Ex. 17 concerns the Form 10 and lists deficiencies, which are equally applicable to the 

Form S-1, pursuant to Regulations S-X and S-K. Div. Ex. 17. Div. Ex. 18, referred to as a 

“serious deficiencies letter,” concerns the Form S-1 and suggests that Respondent file an 

amendment to correct the deficiencies. Tr. 63-64; Div. Ex. 18. 

12 In addition to the financial statements required by Regulation S-X, the missing information 

specified in Ex. 17 includes the material omissions alleged in OIP ¶¶ B. 6-11 (information 

required by Regulation S-K Items 303, 403, 402, 101, and 601). Div. Ex. 17. 
6

not subject to the SEC’s jurisdiction. Id. Thereafter, Mr. Dobbie attempted to arrange telephone 

calls with Respondent to discuss further the Forms 10 and S-1, but received an email from

Respondent stating they would only correspond with the staff in writing. Tr. 68-69.13 

Respondent’s examination of Ms. Purnell at the hearing referred to a CorpFin information 

bulletin, which states “if a company does not understand” staff comments on its filing “it should 

seek clarification from the examiner,” and sought the identity of “the [singular] examiner.” Tr.

488, 490 & 476-539, passim; Resp. Ex. 3. 

On June 15, 2022, the Division of Enforcement sent Respondent a subpoena for 

documents to which Respondent responded on June 21, 2022. Div. Exs. 3, 4. The subpoena 

required Respondent to produce documents relating to a number of topics, including 

Contributors (defined as those to whom Respondent intended to distribute Locke governance 

tokens as described in Div. Ex. 13, Respondent’s May 30, 2022, letter to the Division); bank 

accounts and crypto asset exchange accounts which Respondent or any of its affiliates held or is 

a beneficial owner; and identity of crypto asset exchanges on which Ducat or Locke tokens will 

be listed for sale. Div. Ex. 3. Respondent’s response to each category ordered to be produced 

was to object “on the grounds that the request is not reasonably calculated to lead to the 

discovery of relevant admissible evidence which can rebut American CryptoFed’s assertion that 

[it] has No Fund Raising, No Revenue, No Costs, No Profits, and No Assets . . . to generate 

securities subject to the SEC’s jurisdiction.” Div. Ex. 4. However, to some extent, Respondent 

provided information sought in the document subpoena via Mr. Moeller’s July 7, 2022, 

testimony in response to the Division’s June 28, 2022, subpoena to testify. Div. Ex. 6, passim. 

III. CONCLUSIONS OF LAW

The lack of financial statements and opinion letter in themselves were omissions to state 

material facts that were required to be included in its registration statement within the meaning 

of Securities Act Section 8(d). Therefore, a stop order will be issued. Respondent’s argument

that this proceeding and the examination preceding this proceeding were not authorized by the 

Securities Act fails. 

A. Securities Act Provisions

 

Securities Act Section 7(a) and Schedule A (25), (26) require a registration statement to 

contain an audited balance sheet and income statement. 15 U.S.C. §§ 77g(a), 77aa(25), (26). 

13 Mr. Zhou explained that he is not a native English speaker and Respondent wanted a written 

record to review. Tr. 98. Mr. Moeller said that his role was “to be able to communicate,” while 

wryly conceding he was “not doing it very well” in responding to a line of questioning by the 

Division. Tr. 217. Indeed, during his testimony on December 1 and 2, Mr. Moeller had tried to 

respond to many questions about Respondent, its business plan, and the tokens, but stated more 

than sixty times that the questioner should “talk to Zhou,” in addition to numerous other times 

when he deferred to Mr. Zhou’s understanding of the topic of the question. Tr. 182-245, 257-58, 

265-66, 269-70 and passim. Mr. Zhou addressed the “talk to Zhou” questions in his testimony 

on January 19, 2023. Tr. 721-873. 
7

Securities Act Sections 7(a) and 19(a) authorize the Commission to adopt regulations to carry out 

these requirements. 15 U.S.C. §§ 77g(a), 77s(a). In the instant case, American CryptoFed was 

required to furnish this information on Form S-1 (17 C.F.R. § 239.11), authorized under the 

Securities Act. Non-financial information furnished must comply with Regulation S-K (17 

C.F.R. Part 229). Financial information must comply with Regulation S-X (17 C.F.R. Part 210). 

Securities Act Section 8(d) authorizes the Commission to issue a stop order suspending 

the effectiveness of a registration statement after notice and opportunity for hearing “[i]f it 

appears to the Commission . . . that the registration statement includes any untrue statement of a 

material fact or omits to state any material fact required to be stated.” 15 U.S.C. § 77h(d). 

Section 8(e) “empower[s the Commission] to make an examination in any case . . . to determine 

whether a stop order should issue under subsection (d)” and “[i]f the issuer or underwriter shall 

fail to cooperate, or shall obstruct or refuse to permit the making of an examination, such 

conduct shall be proper ground for the issuance of a stop order.” 15 U.S.C. § 77h(e).14

 

B. American CryptoFed’s Material Omissions and Alleged Misrepresentations

 

American CryptoFed’s filing lacks an audited balance sheet and income statement, as 

required by Item 11 of Form S-1. Respondent’s representation that it has no revenues or costs 

does not substitute for financial statements audited by an independent accounting firm, as well as 

other information required by Item 11. These omissions are omissions of material fact. The 

Commission has long recognized the materiality of an audited balance sheet in compliance with 

the registration requirements of the Securities Act. See Queensboro Gold Mines, Ltd., Securities 

Act Release No. 1617, 1937 SEC LEXIS 893, at *2-4 (Nov. 17, 1937). The registration 

statement has additional shortfalls. 

Citing FCC v. Fox Television Stations, 567 U.S. 239 (2012), Respondent argues that it 

did not have “fair notice” concerning the deficiencies in its registration statement. To the 

contrary, in addition to the notice provided by Regulations S-X and S-K, which set forth the 

required content of registration statements, Respondent was specifically advised that its 

registration statement lacked financial statements and lacked specific items required by 

Regulation S-K. 

The record shows that Respondent omitted to state material facts that were required to be 

included in its registration statement. A material fact within the meaning of Securities Act 

Section 8(d) is one to which “there is a substantial likelihood that a reasonable investor would 

14 Prior to the hearing, Respondent moved for ruling on the pleadings under 17 C.F.R. § 

201.250(a) on the basis that the Section 8(e) investigation and 8(d) stop order proceeding are 

unlawful because they apply only to registration statements that have become effective. This 

argument is foreclosed by Commission precedent, and the undersigned denied the motion on the 

record. Tr. 6, 167-68; see Red Bank Oil Co., Securities Act Release No. 3095, 1945 SEC LEXIS 

204, at *7 (Oct. 11, 1945) (“We think it utterly repugnant to the objectives of the Act to interpret 

it to require us to sit by until a false and misleading registration statement becomes effective 

before commencing action under Section 8(d).”). 
8

attach importance in determining whether to purchase the security.” 17 C.F.R. § 230.405. Even 

assuming that the organizers truly believed that Respondent should be exempt from including 

financial statements and other information required by Regulations S-X and S-K in the 

registration statement, that is not a defense to this requirement. If an untrue material fact is 

included in a registration statement or a material fact is omitted, the registrant’s good faith or 

lack of scienter does not influence whether a stop order should issue. Kiwago Gold Mines Ltd., 

Securities Act Release No. 3278; 27 S.E.C. 934, 943; 1948 SEC LEXIS 7, at *21 (Mar. 29, 

1948)15; U.S. Molybdenum Corp., Securities Act Release No. 2743; 10 S.E.C. 796, 804; 1941 

SEC LEXIS 237, at *18-19 (Dec. 19, 1941)16 (citing Herman Hanson Oil Syndicate, Securities 

Act Release No. 1555; 2 S.E.C. 743, 746; 1937 SEC LEXIS 879, at *6 (Sept. 15, 1937)). 

Finally, the allegation that the registration statement contains materially misleading 

statements is unproven. The alleged misrepresentation is the contradiction between the 

representation that the tokens are not securities and the filing of the registration statement. 

However, the registration statement explains the apparent contradiction by describing Locke and 

Ducat as “utility tokens” rather than securities. 

Respondent argues generally that the Commission’s policies concerning crypto amount to 

a “Catch 22” situation – the Commission seems to consider crypto as involving unregistered 

securities yet makes it impossible to register – and do not accord with the views expressed by 

Chair Gary Gensler in speeches and lectures. These arguments are irrelevant to the deficiencies 

in Respondent’s actual Form S-1, which requires information required by the Commission’s 

rules and authorized by the Securities Act. They are more appropriate for a petition for 

rulemaking. See 17 C.F.R. § 201.192. 

C. Failure to Cooperate

Respondent argues that this proceeding was not authorized by Section 8(d), and, 

consequently, that the examination was not authorized by Section 8(e). It argues that the 

Commission should have proceeded pursuant to Securities Act Section 8(b), which authorizes 

the Commission, after notice and opportunity for hearing, to issue an order “refusing to permit [a 

registration statement] to become effective until it has been amended in accordance with such 

order” “[i]f it appears to the Commission that a registration statement is on its face incomplete 

or inaccurate in any material respect.” Respondent argues that Section 8(b) is a specific 

provision that must be given effect over Section 8(d) as a general provision. Respondent’s

argument is undercut by the text of the two sections, which is permissive and does not establish a 

priority: both provide “the Commission may” (emphasis added). It cannot be denied that the 

absence of financial statements was an omission of a “material fact required to be stated” in the 

Form S-1. Thus, this proceeding was authorized by Section 8(d), and the examination was 

authorized by Section 8(e). 

15 The date is reported as March 29 in S.E.C. Reports (Volume 27, published in 1953) and as 

March 31 in SEC LEXIS. 

16 The date is reported as December 19 in S.E.C. Reports (Volume 10, published in 1944) and as 

December 20 (a Saturday) in SEC LEXIS.
9

To the extent that Respondent failed to cooperate in the examination, it is unnecessary to 

conclude that this was an independent basis for a stop order in view of the material omissions in 

the registration statement. Material omissions, such as the lack of financial statements, were 

apparent as was Respondent’s refusal to remedy them, such as arguing that financial statements 

were unnecessary instead of actually providing them. Respondent did communicate with 

CorpFin at first. Respondent’s subsequent refusal to engage in telephone communications and 

insistence on written communication is somewhat justified by the facts that Mr. Zhou requires 

time and attention to process English language communication and Mr. Moeller does not have an 

independent understanding of many questions concerning Respondent. Respondent’s letterwriting to Commissioners instead of responding to CorpFin directly and demands for irrelevant 

information, such as the identity of the “examiner” are not in themselves failure to cooperate. 

However, Respondent’s adamant refusal to provide documents in response to the Division’s June 

15, 2022, subpoena was a failure to cooperate, but was mitigated by Mr. Moeller’s partial 

explanations in his July 7, 2022, testimony pursuant to the Division’s June 28, 2022, subpoena 

on the documents sought in the June 15, 2022, document subpoena.

IV. SANCTION

The Division requests a stop order suspending the effectiveness of American CryptoFed’s 

registration statement. This sanction will serve the public interest and the protection of investors, 

pursuant to Section 8(d) of the Securities Act, and accords with Commission precedent.

V. RECORD CERTIFICATION

Pursuant to Rule 351(b) of the Commission’s Rules of Practice, 17 C.F.R. § 201.351(b), 

it is certified that the record includes the items set forth in the record index issued by the 

Secretary of the Commission on May 11, 2023.

VI. STOP ORDER

IT IS ORDERED, pursuant to Section 8(d) of the Securities Act of 1933, 15 U.S.C. § 

77h(d), that the EFFECTIVENESS of the REGISTRATION STATEMENT filed by 

AMERICAN CRYPTOFED DAO LLC IS SUSPENDED.

This Initial Decision shall become effective in accordance with and subject to the 

provisions of Rule 360 of the Commission’s Rules of Practice, 17 C.F.R. § 201.360. Pursuant to 

that Rule, a party may file a petition for review of this Initial Decision within twenty-one days 

after service of the Initial Decision. A party may also file a motion to correct a manifest error of 

fact within ten days of the Initial Decision, pursuant to Rule 111 of the Commission’s Rules of 

Practice, 17 C.F.R. § 201.111. If a motion to correct a manifest error of fact is filed by a party, 

then a party shall have twenty-one days to file a petition for review from the date of the 

undersigned’s order resolving such motion to correct a manifest error of fact. The Initial 

Decision will not become final until the Commission enters an order of finality. The 

Commission will enter an order of finality unless a party files a petition for review or a motion to 
10

correct a manifest error of fact or the Commission determines on its own initiative to review the 

Initial Decision as to a party. If any of these events occur, the Initial Decision shall not become 

final as to that party.

 /S/ Carol Fox Foelak 

Carol Fox Foelak

Administrative Law Judge