UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

ADMINISTRATIVE PROCEEDINGS RULINGS

Release No. 6908/June 6, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-21243

In the Matter of :

:

THE REGISTRATION STATEMENT OF : ORDER

AMERICAN CRYPTOFED DAO LLC :

Under consideration is Respondent American CryptoFed DAO LLC’s Motion to Correct 

Manifest Errors of Fact (Motion to Correct), filed on May 30, 2023, pursuant to 17 C.F.R. § 

201.111(h) (Rule 111(h)). The filing relates to the May 17, 2023, Initial Decision (ID) in this 

proceeding and is thus timely.

1

 However, it does not identify a patent misstatement of fact in the 

ID. Thus, it must be denied.

BACKGROUND 

The Securities and Exchange Commission instituted this proceeding with an Order 

Instituting Proceedings (OIP) on November 18, 2022, pursuant to Section 8(d) of the Securities Act 

of 1933. The proceeding is a stop order proceeding, relating to Respondent American CryptoFed 

DAO LLC’s Form S-1 Registration Statement, seeking to register its Ducat and Locke tokens under 

the Securities Act. The OIP alleged that the Form S-1 omitted material information, such as 

financial statements and an opinion of counsel as to the legality of the securities being registered.

The ID found the facts that the Form S-1 lacked financial statements and an opinion letter;

concluded that these omissions 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); and suspended the effectiveness of the Form S-1 Registration Statement. 

MOTION TO CORRECT

1 Rule 111(h) provides, “[a] motion to correct must be filed within ten days of the initial decision.”

May 27, 2023, was a Saturday, and May 30 the first day the Securities and Exchange Commission 

was open following Sunday and the Memorial Day holiday. See Rules 104, 160(a); 17 C.F.R. §§

201.104, 160(a). Rule 111(h) also provides, “[an] opposition may be filed within five days of a 

motion to correct.” The Division of Enforcement filed an Opposition to the Motion to Correct on

May 30, 2023.
The Motion to Correct has been considered in light of the limited purpose of Rule 111(h) –

to correct “a patent misstatement of fact.” The Commission has stated, “[M]otions to correct 

manifest error are properly filed under this Rule only if they contest a patent misstatement of fact in 

the initial decision. Motions purporting to contest the substantive merits of the initial decision will 

be treated under Rule 410.” Adoption of Amendments to the Rules of Practice and Related 

Provisions and Delegations of Authority of the Commission, 70 Fed. Reg. 72566, 72567 (Dec. 5, 

2005).

The Motion to Correct proposes a number of editorial suggestions reflecting Respondent’s 

view of the proceeding that “could result in a different Conclusion of Law for the Commission’s 

final order.” Motion to Correct at 1. As such, rather than pointing to instances of “a patent 

misstatement of fact,” it urges different findings to be drawn from the evidence – that is, arguments 

that are more properly made before the Commission in a petition for review. Accordingly, the 

Motion to Correct must be denied.

IT IS SO ORDERED. 

/S/ Carol Fox Foelak

Carol Fox Foelak

Administrative Law Judge