UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 99676 / March 5, 2024

ADMINISTRATIVE PROCEEDING

File No. 3-21891

In the Matter of

ShapeShift AG,

Respondent.

ORDER INSTITUTING CEASE-ANDDESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASEAND-DESIST ORDER 

I.

The Securities and Exchange Commission (the “Commission”) deems it appropriate that 

cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 

Securities Exchange Act of 1934 (the “Exchange Act”) against ShapeShift AG (“Respondent” or 

“ShapeShift”). 

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose 

of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 

which the Commission is a party, and without admitting or denying the findings herein, except as 

to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are 

admitted, Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings 

Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a 

Cease-and-Desist Order (the “Order”), as set forth below.
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III.

On the basis of this Order and Respondent’s Offer, the Commission finds1that:

Summary

1. From August 2014 until early 2021, ShapeShift operated an online platform through 

which it bought and sold crypto assets from and to users. At its peak, the ShapeShift platform 

allowed customers to effect exchanges of at least 79 crypto assets. ShapeShift acted as a marketmaker for these assets by serving as the counterparty to every transaction, marketing itself as a 

crypto “vending machine.” ShapeShift generated revenue by effecting exchanges with customers at 

an exchange rate favorable to ShapeShift, generally by charging its customers more for the crypto 

assets than it paid to acquire them (i.e., through the “spread” on its customer transactions).

2. The crypto assets bought and sold by ShapeShift included crypto assets that were 

offered and sold as securities as defined in Section 3(a)(10) of the Exchange Act. See also Report of 

Investigation Pursuant to Section 21(a) of the Securities Exchange Act of 1934: The DAO 

(Exchange Act Rel. No. 81207) (July 25, 2017). ShapeShift’s operations, as discussed further 

below, met the criteria for a dealer under Section 3(a)(5)(A) of the Exchange Act, so ShapeShift 

was required to register as a dealer with the Commission. It failed to do so, thereby violating

Section 15(a) of the Exchange Act.

Respondent

3. ShapeShift is a privately held company incorporated in Switzerland and formerly 

operated out of Denver, Colorado, including out of an office located there from October 2017 

through at least February 2020. It was founded on July 1, 2014. It operated ShapeShift.io—an 

online platform through which until early 2021 customers could buy and sell certain crypto assets. 

On July 14, 2021, ShapeShift announced that it was dissolving its corporate entity. ShapeShift does 

not currently have any revenue or full-time employees.

Background

A. ShapeShift’s Dealer Operations

4. After its launch on August 1, 2014, ShapeShift.io allowed users to trade certain 

crypto assets owned by the investor for other crypto assets owned by ShapeShift. ShapeShift did 

not arrange exchanges between customers, but instead effected exchanges from its own inventory, 

serving as the customer’s counterparty in every transaction (i.e., ShapeShift purchased the crypto 

asset that the customer sought to sell and sold to the customer the crypto asset that the customer 

sought to buy).

1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding 

on any other person or entity in this or any other proceeding.
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5. To conduct a transaction, a ShapeShift customer would navigate to ShapeShift.io,

select the crypto asset pair they wished to exchange, and the platform would generate an exchange 

rate for the pair. The customer could accept or decline the transaction at the stated exchange rate. 

If the customer accepted, the customer would send their crypto assets to ShapeShift from the 

customer’s external wallet, and ShapeShift would send a corresponding amount of its crypto assets 

from ShapeShift’s wallet to the customer’s external wallet. ShapeShift did not accept or exchange 

any fiat currency.

6. ShapeShift’s revenue generally came from the spread it would charge on each 

customer transaction. 

7. ShapeShift regularly bought and sold crypto assets for and from its own accounts, 

carrying inventory in—and holding itself out to customers as willing to buy and sell—the crypto 

assets offered on ShapeShift.io. At ShapeShift.io’s peak, ShapeShift engaged in as many as 20,000 

daily transactions, and customers could exchange at least 79 crypto assets. 

8. The crypto assets offered by ShapeShift included those that were offered and sold 

as investment contracts and, therefore, securities, under SEC v. W.J. Howey Co., 328 U.S. 293 

(1946).

9. ShapeShift never registered as a dealer with the Commission or operated pursuant 

to any exception or exemption from registration.

B. ShapeShift’s Dissolution

10. In January 2021, ShapeShift announced that it would be changing its business 

model. Customers would no longer be able to exchange crypto assets directly through the 

ShapeShift.io platform, and ShapeShift would no longer act as the counterparty to any customer 

transactions.

11. On July 14, 2021, ShapeShift announced that it was winding down its corporate 

structure.2

Violations

12. Section 3(a)(5)(A) of the Exchange Act defines a “dealer” as “any person engaged 

in the business of buying and selling securities . . . for such person’s own account through a broker 

or otherwise.” Based on the conduct described above, ShapeShift was a dealer and, as a result, 

violated Section 15(a) of the Exchange Act, which provides that, absent an exception or 

exemption, it is unlawful for any “dealer” to “make use of the mails or any means or 

instrumentality of interstate commerce to effect any transactions in, or to induce or attempt to 

2 This Order applies only to ShapeShift’s operations as a dealer prior to early 2021, and does not 

address any other conduct.
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induce the purchase or sale, of any security” unless the dealer is registered in accordance with 

Section 15(b) of the Exchange Act.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent’s Offer.

Accordingly, pursuant to Section 21C of the Exchange Act, it is hereby ORDERED that:

A. Respondent cease and desist from committing or causing any violations and any 

future violations of Section 15(a) of the Exchange Act.

B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 

penalty in the amount of $275,000 to the Securities and Exchange Commission for transfer to the 

general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717. Payment must 

be made in one of the following ways: 

(1) Respondent may transmit payment electronically to the Commission, which will 

provide detailed ACH transfer/Fedwire instructions upon request;

(2) Respondent may make direct payment from a bank account via Pay.gov through the 

SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondent may pay by certified check, bank cashier’s check, or United States 

postal money order, made payable to the Commission and hand-delivered or mailed 

to:

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying 

ShapeShift as a Respondent in these proceedings, and identifying the file number of these 

proceedings. A copy of the cover letter and check or money order must be sent to Sheldon L. 

Pollock, Associate Regional Director, Division of Enforcement, Securities and Exchange 

Commission, New York Regional Office, 100 Pearl Street, Suite 20-100, New York, NY 10004. 

C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes. To preserve 

the deterrent effect of the civil penalty, Respondent agrees that, in any Related Investor Action, it 

shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any award of 

compensatory damages by the amount of any part of Respondent’s payment of a civil penalty in 
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this action (a “Penalty Offset”). If the court in any Related Investor Action grants such a Penalty 

Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting the 

Penalty Offset, notify the Commission’s counsel in this action and pay the amount of the Penalty 

Offset to the Commission. Such a payment shall not be deemed an additional civil penalty and 

shall not be deemed to change the amount of the civil penalty imposed in this proceeding. For

purposes of this paragraph, a “Related Investor Action” means a private damages action brought 

against Respondent by or on behalf of one or more investors based on substantially the same facts 

as alleged in the Order instituted by the Commission in this proceeding.

By the Commission.

Vanessa A. Countryman

Secretary