UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933 

Release No. 11134 / November 18, 2022 

ADMINISTRATIVE PROCEEDING 

File No. 3-21243

In the Matter of

The Registration Statement of

American CryptoFed DAO LLC,

Respondent.

ORDER FIXING TIME AND 

PLACE OF PUBLIC 

HEARINGS AND 

INSTITUTING 

ADMINISTRATIVE 

PROCEEDINGS PURSUANT 

TO SECTION 8(d) OF THE 

SECURITIES ACT OF 1933

I.

The Commission’s public official files disclose that:

On September 16, 2021, American CryptoFed DAO LLC (“American CryptoFed” 

or “Respondent”) filed a Form 10 registration statement with the Commission, seeking to 

register two classes of crypto assets, the Ducat and Locke tokens, as securities under 

Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”).

On September 17, 2021, American CryptoFed filed a Form S-1 registration 

statement (the “Registration Statement”) seeking to register the offer and sale of the Ducat 

and Locke tokens under the Securities Act of 1933 (“Securities Act”). Respondent’s 

Registration Statement is pending and is not yet effective.

On November 9, 2021, the Commission issued an Order Directing Examination and 

Designating Officers Pursuant to Section 8(e) of the Securities Act of 1933 (the “8(e) 

Order”) ordering an examination into the Registration Statement of American CryptoFed.

On November 10, 2021, the Commission issued an Order Instituting Administrative 

Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange 

Act of 1934 against American CryptoFed to determine whether it is necessary and 

appropriate for the protection of investors to deny, or suspend the effective date of, the 

registration of the Ducat and Locke tokens.
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On June 6, 2022, American CryptoFed filed an application to withdraw its 

September 17, 2021 Registration Statement. On June 17, 2022, the Commission issued an 

order denying withdrawal of Respondent’s Registration Statement.

II.

After an examination, the Division of Enforcement alleges that:

A. Respondent

1. American CryptoFed DAO LLC (CIK No. 1881928), was established in 

Wyoming on July 1, 2021 as a “Decentralized Autonomous Organization” (“DAO”). It is 

the successor entity to American CryptoFed, Inc., which was incorporated in Wyoming on 

February 11, 2021.

2. On September 17, 2021, Respondent filed the Registration Statement 

seeking to register the offer and sale of the Ducat and Locke tokens under the Securities 

Act.

3. Respondent listed the Ducat and Locke tokens in the introductory pages of 

Respondent’s Registration Statement under the heading “Title of Each Class of Securities 

to be Registered.” 

B. Material Omissions and Misstatements in Respondent’s Registration 

Statement 

4. Respondent’s Registration Statement omitted material information required 

to be provided in the Registration Statement by the Form S-1, Regulation S-X, and 

Regulation S-K.

5. Item 11(e) of Form S-1 requires a registrant to furnish all financial 

statements required by Regulation S-X. Articles 3 and 8 of Regulation S-X require that a 

Form S-1 contain audited annual and unaudited interim financial statements. Respondent’s 

Registration Statement does not contain any financial statements, audited or otherwise.

6. Item 11(h) of Form S-1 requires a registrant to furnish the information 

required by Item 303 of Regulation S-K, which requires disclosure of management’s 

discussion and analysis of the registrant’s financial condition and results of operations. 

Respondent’s Registration Statement does not address the specific disclosure requirements 

of Item 303 of Regulation S-K.

7. Item 11(m) of Form S-1 requires the registrant to furnish the information 

required by Item 403 of Regulation S-K, which requires a tabular disclosure of security 

ownership of directors and executive officers and greater than 5% holders, including the 

total number of shares beneficially owned and the percentage of the class so owned for 

each such beneficial owner. Respondent’s Registration Statement does not include the 
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table required by Item 403 nor does it include the information required to be included in the 

table.

8. Item 11(l) of Form S-1 requires a registrant to furnish the information 

required by Item 402 of Regulation S-K, which requires a summary compensation table 

that quantifies the compensation paid to the registrant’s named executive officers. 

Respondent’s Registration Statement does not include compensation disclosure for each of 

Respondent’s three organizers, nor does it include a table with any of the required 

information.

9. Item 11(a) of Form S-1 requires a registrant to furnish the information 

required by Item 101 of Regulation S-K, which requires a description of the general 

development of the business of the registrant. Respondent’s Registration Statement

includes a “Business” section that does not include any of the disclosure required by Item 

101, but rather refers to the business section disclosure in the Form 10 filed by Respondent. 

Respondent does not meet the eligibility requirements to incorporate required disclosure by 

reference to another filing made with the Commission. In any event, the disclosure in 

Respondent’s Form 10, which Respondent withdrew effective July 6, 2022, fails to provide 

a clear and complete discussion of its business and does not meet the disclosure 

requirements of Item 101 of Regulation S-K.

10. Item 16(a) of Form S-1 requires a registrant to furnish the information 

required by Item 601 of Regulation S-K, which requires the registrant to file certain 

documents as exhibits to the registration statement. In particular, Item 601 requires the 

registrant to file material contracts. Respondent’s Registration Statement does not include 

any material contracts.

11. Item 601 of Regulation S-K also requires the registrant to include an 

opinion of counsel as to the legality of the securities being registered. Respondent’s 

Registration Statement does not include a legality opinion.

12. Respondent’s Registration Statement also contains materially misleading 

statements. The Registration Statement states that the Ducat and Locke tokens are not 

securities, which is inconsistent with the statement identifying those tokens as “Securities 

to be Registered,” and with Respondent’s use of the Registration Statement to register the 

offer and sale of the tokens under the Securities Act. As these statements contained in 

Respondent’s Registration Statement contradict each other, regardless of whether the 

tokens are securities, one of the statements must be false.

C. Respondent’s Failure To Cooperate With The Section 8(e) Examination

13. Pursuant to the 8(e) Order, Commission staff is examining, in part, whether 

there are material misstatements in the Registration Statement, including whether there are 

material misstatements regarding whether or not the Ducat and Locke tokens are being 

offered as securities.
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14. Respondent listed the Ducat and Locke tokens in the introductory pages of 

Respondent’s Registration Statement under the heading “Title of Each Class of Securities 

to be Registered.” Respondent referred to the Ducat and Locke tokens as “securities” in 

other sections of the Registration Statement as well.

15. Later in the Respondent’s Registration Statement, Respondent stated that it 

“is registering both Locke and Ducat tokens with the SEC as utility tokens, not as 

securities,” even though the Form S-1 is a form to register only an offering of securities.

16. Despite Respondent’s Registration Statement not being effective yet, 

Respondent wrote a letter to Commission staff on May 30, 2022, indicating its intent to 

commence the offering of Locke tokens as soon as the third quarter 2022.

17. On June 15, 2022, Commission staff issued a document subpoena to 

Respondent pursuant to the 8(e) Order.

18. The June 15, 2022 subpoena contained fifteen document requests seeking 

several categories of documents including: a) documents concerning the identification of 

and communications with several third parties who are or may be involved in the offering; 

b) documents related to the mechanics of the offering, including the refundable auctions,

potential use of NFTs in the offering, and trustless accounts; c) documents related to the 

custody of certain fiat and digital assets; and d) communications with “crypto asset 

exchanges.”

19. Respondent did not produce any documents to Commission staff pursuant to 

the June 15, 2022 subpoena.

20. On June 21, 2022, Respondent sent a letter to the Commission staff via email. In that letter, Respondent objected to each request contained in the June 15, 2022 

subpoena on the basis that each request:

is not reasonably calculated to lead to the discovery of relevant, 

admissible evidence which can rebut American CryptoFed’s assertion 

that American CryptoFed has No Fund Raising, No Revenue, No 

Costs, No Profits and No Assets and therefore there is no traditional 

balance sheet equation of Assets = Liabilities + Shareholder’s 

Equities to generate securities subject to the SEC’s jurisdiction.

21. Respondent’s objection stated in paragraph 20 above, is inconsistent with the 

fact that it sought to register the offer and sale of the Ducat and Locke tokens in the 

Registration Statement filed with the Commission. It is also not a valid objection for 

multiple reasons, including that it misstates the relevance standard in Commission 

examinations, which the Commission staff communicated to American CryptoFed. Despite 

this, American CryptoFed persisted in making this invalid objection and refused to provide 

any documents in response to the June 15, 2022 subpoena. 
5

22. Respondent did provide a narrative response to twelve of the fifteen

requests in the June 15, 2022, but many of those narratives failed to address the specific 

requests contained in the subpoena.

23. For instance, Requests 2 and 3 of the June 15, 2022 subpoena requested 

documents related to the identification of certain Contributors (as defined in the June 15, 

2022 subpoena) and communications with those Contributors. After objecting to the 

request, Respondent pointed to the Registration Statement and the September 16, 2021 

Form 10 filed by Respondent as containing the relevant information. 

24. Neither the Registration Statement nor Respondent’s Form 10 contain

identifying information for Contributors, nor do the forms contain communications with 

those Contributors.

25. Additionally, even if Respondent had provided narrative responses that did 

contain responsive information, that would not relieve Respondent of the obligation to 

provide responsive documents. 

26. On July 7, 2022, Commission staff took testimony from the president of 

American CryptoFed pursuant to a June 28, 2022 subpoena issued pursuant to the 8(e) 

Order. In testimony, the American CryptoFed president objected to many of the 

Commission staff’s questions, including questions seeking to determine whether the Locke 

and Ducat tokens are securities, asserting lengthy objections similar to the to the objections 

raised in response to the requests in the June 15, 2022 subpoena.

27. In testimony, the American CryptoFed president sometimes followed up 

with an answer notwithstanding this objection, though his answers frequently did not 

completely or directly answer the questions. For instance, he pointed to the “principles”

found in the Registration Statement instead of answering the specific question about how 

mechanically the Locke token refundable auctions might work. These references to the 

“principles” in the Registration Statement did not provide substantive responses to the 

questions asked. 

28. During testimony, the American CryptoFed president refused to provide the 

names of the up to fifteen people to whom the Registration Statement states the Locke 

tokens have been granted or promised, indicating that he would be willing to provide the 

names in response to a written request.

29. On August 4, 2022, Commission staff sent a letter to the American 

CryptoFed president expressing concern that Respondent and the American CryptoFed 

president had failed to meet their obligations to respond fully and accurately to the 

subpoenas, asking that he review the June 15, 2022 subpoena requests and provide all 

documents covered by the requests in the subpoena to the Commission staff, and requesting 

that he provide to Commission staff the names of the up to fifteen people to whom Locke 

tokens have been granted or promised, as disclosed in the Registration Statement. 
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30. On August 8, 2022, the American CryptoFed president responded to the 

Commission staff’s August 4, 2022 letter. In that response, the American CryptoFed 

president failed to provide the requested information and instead asserted that “The 

Subpoenas pursuant to the 8(e) Order Are Unlawful” and “The Order Denying American 

CryptoFed’s Form S-1 Withdrawal Is Unlawful.”

31. To date, no documents have been produced to the Commission staff pursuant 

to the June 15, 2022 subpoena or the subsequent August 4, 2022 letter.

32. American CryptoFed, by refusing to provide documents on the basis of 

invalid objections, and by its President refusing to answer multiple questions in testimony 

on the basis of invalid objections, failed to cooperate with the examination being conducted 

by the Commission staff pursuant to the 8(e) Order.

III.

The Commission, having considered the aforesaid, deems it appropriate and in the 

public interest that public proceedings pursuant to Section 8(d) of the Securities Act be 

instituted with respect to the Registration Statement to determine whether the allegations of 

the Division of Enforcement are true; to afford the Respondent with an opportunity to 

establish any defenses to these allegations; and to determine whether a stop order should 

issue suspending the effectiveness of the Registration Statement referred to herein.

Accordingly, IT IS ORDERED that public proceedings be and hereby are instituted 

under Section 8(d) of the Securities Act, such hearing to be commenced at 10:00 A.M. on 

December 1, 2022 via remote means and/or in Hearing Room 1 at the Commission’s 

offices at 100 F Street N.E., Washington, DC 20549, and to continue thereafter at such time 

and place as the hearing officer may determine.

IT IS FURTHER ORDERED that these proceedings shall be presided over by an 

Administrative Law Judge to be designated by further order, who is authorized to perform 

all the duties of an Administrative Law Judge as set forth in the Commission’s Rules of 

Practice or as otherwise provided by law.

IT IS FURTHER ORDERED that the Respondent shall file an Answer to the 

allegations contained in this Order within ten (10) days after service of this Order, 

pursuant to Rule 220 of the Commission's Rules of Practice, 17 C.F.R. § 201.220. If the 

Respondent fails to file the directed answer, or fails to appear at a hearing after being 

duly notified, the Respondent may be deemed in default and the proceedings may be 

determined against the Respondent upon consideration of this Order, the allegations of 

which may be deemed to be true as provided by Rules 155(a), 220(f), 221(f) and 310 of 

the Commission’s Rules of Practice, 17 C.F.R. §§201.155(a), 201.220(f), 201.221(f) and 

201.310. This Order shall be served forthwith upon the Respondent in accordance with 

Rule 141 of the Commission’s Rules of Practice, 17 C.F.R. §201.141.
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IT IS FURTHER ORDERED that the Administrative Law Judge shall issue an 

initial decision no later than 30 days from the occurrence of one of the following events: 

(A) The completion of post-hearing briefing in a proceeding where the hearing has been 

completed; (B) Where the hearing officer has determined that no hearing is necessary, 

upon completion of briefing on a motion pursuant to Rule 250 of the Commission’s Rules 

of Practice, 17 C.F.R. § 201.250; or (C) The determination by the hearing officer that a 

party is deemed to be in default under Rule 155 of the Commission’s Rules of Practice, 

17 C.F.R. § 201.155 and no hearing is necessary. 

IT IS FURTHER ORDERED that, pursuant to Section 5(c) of the Securities Act, 

American CryptoFed may not make use of any means or instruments of transportation or 

communication in interstate commerce or of the mails to offer to sell or offer to buy any 

securities pursuant to the Registration Statement during the pendency of this proceeding.

Attention is called to Rule 151(a), (b) and (c) of the Commission’s Rules of 

Practice, 17 C.F.R. § 201.151(a), (b) and (c), providing that when, as here, a proceeding 

is set before the Commission, all papers (including those listed in the following 

paragraph) shall be filed electronically in administrative proceedings using the 

Commission’s Electronic Filing in Administrative Proceedings (eFAP) system access 

through the Commission’s website, www.sec.gov, at http://www.sec.gov/eFAP. 

Respondent also must serve and accept service of documents electronically. All motions, 

objections, or applications will be decided by the Commission.

In the absence of an appropriate waiver, no officer or employee of the 

Commission engaged in the performance of investigative or prosecuting functions in this 

or any factually related proceeding will be permitted to participate or advise in the 

decision of this matter, except as witness or counsel in proceedings held pursuant to 

notice. 

Since this proceeding is not “rule making” within the meaning of Section 551 of 

the Administrative Procedure Act, it is not deemed subject to the provisions of Section 

553 delaying the effective date of any final Commission action.

By the Commission.

Vanessa A. Countryman

Secretary