UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISION

CASE NO.

EDWIN GARRISON, et al., on behalf of 

themselves and all others similarly situated,

Plaintiffs, 

 

v. 

SAM BANKMAN-FRIED, et al.,

Defendants.

/

CLASS ACTION COMPLAINT

JURY DEMAND

 CLASS ACTION COMPLAINT AND DEMAND FOR JURY TRIAL

“Then there’s things that have happened with Voyager and with FTX now—that’s somebody 

running a company that’s just dumb as fu** greedy. So, what does Sam Bankman do? He 

just, give me more, give me more, give me more, so I’m gonna borrow money, loan it to my 

affiliated company, and hope and pretend to myself that the FTT tokens that are in there on 

my balance sheet are gonna sustain their value.”1

– Mark Cuban, Nov. 12, 2022

– Defendant Sam Bankman Fried (Former CEO, FTX)

1 https://www.yahoo.com/video/ftx-twitter-chaos-embarrassing-athletes-195343800.html (accessed 

November 15, 2022). 

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Plaintiff Edwin Garrison (“Plaintiffs”) files this class action complaint on behalf of himself, 

and all others similarly situated, against Sam Bankman-Fried, Tom Brady, Gisele Bundchen, Stephen 

Curry, Golden State Warriors, Shaquille O’Neal, Udonis Haslem, David Ortiz, William Trevor 

Lawrence, Shohei Ohtani, Naomi Osaka, Lawrence Gene David, and Kevin O’Leary (collectively, 

“Defendants”), all parties who either controlled, promoted, assisted in, and actively participated in 

FTX Trading LTD d/b/a FTX’s (“FTX Trading”) and West Realm Shires Services Inc. d/b/a FTX 

US’s (“FTX US”) (collectively, the “FTX Entities”), offer and sale of unregistered securities in the 

form of yield-bearing accounts (“YBAs”) to residents of the United States, seeking to recover 

damages, declaratory and/or injunctive relief stemming from the offer and sale of FTX Trading’s and 

FTX US’s yield-bearing cryptocurrency accounts.2

INTRODUCTION

1. The Deceptive and failed FTX Platform was based upon false representations and 

deceptive conduct. Although many incriminating FTX emails and texts have already been destroyed, 

we located them and they evidence how FTX’s fraudulent scheme was designed to take advantage of 

unsophisticated investors from across the country, who utilize mobile apps to make their investments. 

As a result, American consumers collectively sustained over $11 billion dollars in damages. FTX 

organized and emanated its fraudulent plan from its worldwide headquarters located here in Miami, 

Florida. Miami became the “hot spot” for crypto companies, hosting the most investments in crypto 

startups as well as the annual Bitcoin Miami 2022 Global Forum. Several crypto companies, including 

crypto exchange Blockchain.com, Ripple and FTX.US, moved their headquarters to Miami. Others, 

including fellow exchange eToro, expanded their U.S. presence with offices in Miami. FTX was already 

very familiar with Miami, signing a deal worth more than $135 million dollars for the naming rights of 

the waterfront arena, where 3-time NBA Champions the Miami Heat play.

FACTUAL BACKGROUND

2. On December 24, 2021, counsel for Plaintiff and the proposed class members brought 

the first (and only) putative nationwide class action complaint against the now-defunct cryptocurrency 

trading app, Voyager, styled Mark Cassidy v. Voyager Digital Ltd., et al., Case No. 21-24441-CIV2 Undersigned Counsel represents many hundreds of injured Voyager investors in the related 

action against Mark Cuban and the Dallas Mavericks, styled Pierce Robertson, et al., v. Mark Cuban, et al., 

No. 22-CV-22538-ALTMAN/REID (S.D. Fla.), currently pending before the Honorable Federal 

Judge Roy Altman here in the Southern District of Florida, and have been following these FTX events 

as they unfolded very closely. Moreover, discovery has yet to commence, but Plaintiff’s counsel 

anticipates adding additional responsible parties as Defendants. 

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ALTONAGA/Torres (the “Cassidy Action”), alleging that the platform owned and operated by 

Voyager Digital Ltd. (“Voyager”) and Voyager Digital LLC (“VDL”) was an unregulated and 

unsustainable fraud. In the Cassidy Action, Plaintiffs also alleged that Defendant Ehrlich, Voyager’s

CEO, teamed up with Defendants Cuban and the Dallas Mavericks to promote Voyager, by making 

false representations and employing other means of deception. As a result, the Voyager plaintiff and 

Voyager class members, all sustained losses in excess of $5 billion. 

3. The allegations in the Cassidy complaint—and specifically Mark Cuban’s role in 

promoting Voyager—received national attention. See https://www.jdsupra.com/legalnews/newlawsuits-target-cryptocurrency-9604406/ (summarizing the allegations and explaining that “Mark 

Cuban, owner of the NBA’s Dallas Mavericks, is a major stakeholder in Voyager. The complaint 

alleges that he made comments at a press conference in which he specifically targeted unsophisticated 

investors ‘with false and misleading promises of reaping large profits in the cryptocurrency market.’”); 

https://www.law.com/dailybusinessreview/2021/12/29/mark-cuban-linked-crypto-platform-hitwith-florida-nationwide-class-action-lawsuit-in-miami-federal-court/?slreturn=20220701214901 

(same, in the Daily Business Review).

4. After the Cassidy Complaint was filed, the following important actions took place:

(a) the United States Securities and Exchange Commission (SEC) began 

an enforcement review focused on whether Voyager’s Earn Program 

Accounts (“EPAs”) constitute unregistered securities;

(b) seven state Attorneys General (New Jersey, Alabama, Kentucky, 

Oklahoma, Texas, Vermont and Washington) took specific action 

finding that Voyager was violating their state laws, including issuing 

“cease and desist” letters to Voyager, finding that the EPA was an 

unregistered security, prohibiting the crypto-asset broker-dealer from 

selling any more unregistered securities (finding that Voyager used 

these EPAs to raise millions of dollars in revenue worldwide as of 

March 1, 2022; and

(c) on March 29, 2002, the State of New Jersey Bureau of Securities 

entered a Cease and Desist Order against Voyager, finding that the 

EPA was not exempt from registration under the law, and instead that 

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it must be registered—and as a result, Voyager’s stock price tanked by 

25% in a day and is down over 80% for the year.

3

5. On July 5, 2022, Voyager Digital Holdings, Inc. and two affiliated debtors 

(collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11 of Title 11 of the 

United States Code. Voyager’s bankruptcy cases (the “Voyager Bankruptcy Cases”) are jointly 

administered under Case No. 22-10943 before the Honorable Michael E. Wiles in the United States 

Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).

6. On September 28, 2022, Voyager filed a motion in the Voyager Bankruptcy Cases 

seeking authority to enter into an asset purchase agreement with West Realm Shires Inc., d/b/a FTX 

US whereby Voyager will sell substantially all of its assets for a purchase price of approximately $1.422 

billion, which includes (i) the value of cryptocurrency on the Voyager platform as of a date to be 

determined, which, as of September 26, 2022, is estimated to be $1.311 billion, plus (ii) additional 

consideration which is estimated to provide at least approximately $111 million of incremental value 

to the Debtors’ estates. 

7. Everyone involved in the Voyager Bankruptcy Cases thought that the FTX Entities 

were the deus ex machina come to save the day by bailing out Voyager and paying back at least some of 

the losses the Voyager customers sustained. 

8. Instead, as explained below, the FTX Entities imploded, their over $30 billion in value 

evaporated almost overnight, and the FTX Entities found themselves filing their own emergency 

Chapter 11 bankruptcy petition in Delaware. The Deceptive FTX Platform maintained by the FTX 

Entities was truly a house of cards, a Ponzi scheme where the FTX Entities shuffled customer funds 

between their opaque affiliated entities, using new investor funds obtained through investments in the 

YBAs and loans to pay interest to the old ones and to attempt to maintain the appearance of liquidity. 

9. Part of the scheme employed by the FTX Entities involved utilizing some of the 

biggest names in sports and entertainment—like these Defendants—to raise funds and drive 

American consumers to invest in the YBAs, which were offered and sold largely from the FTX 

Entities’ domestic base of operations here in Miami, Florida, pouring billions of dollars into the 

Deceptive FTX Platform to keep the whole scheme afloat.

3 https://seekingalpha.com/article/4498956-voyager-digital-plunged-25-percent-heres-why (accessed 

October 28, 2022); https://seekingalpha.com/article/4503716-voyager-digital-buy-dip-duringcrypto-crash (accessed November 15, 2022).

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10. Importantly, although Defendants disclosed their partnerships with the FTX Entities, 

they have never disclosed the nature, scope, and amount of compensation they personally received in 

exchange for the promotion of the Deceptive FTX Platform, which the SEC has explained that a 

failure to disclose this information would be a violation of the anti-touting provisions of the federal 

securities laws.4 Moreover, none of these defendants performed any due diligence prior to marketing 

these FTX products to the public. 

11. The SEC took action against boxing champ Floyd Mayweather and music producer 

DJ Khaled after they were paid by cryptocurrency issuers to tweet promotional statements about 

investing in Initial Coin Offerings (ICOs), ordering them both to pay disgorgement, penalties and 

interest for promoting investments in ICOs, including one from cryptocurrency issuer Centra Tech, 

Inc, for a combined total of $767,500 because they failed to disclose that their promotional efforts on 

Twitter were paid endorsements.5

12. Other celebrities similarly accused and prosecuted for failing to disclose their paid 

endorsements include Kim Kardashian and basketball player Paul Pierce.6 According to the Federal 

Trade Commission, cryptocurrency scams have increased more than ten-fold year-over-year with 

consumers losing more than $80 million since October 2020, due in large part to the use of such 

celebrity endorsements. 7

13. As explained more fully in this Complaint, Defendants’ misrepresentations and 

omissions made and broadcast around the country through the television and internet render them 

liable to Plaintiff and class members for soliciting their purchases of the unregistered YBAs. Wildes v. 

Bitconnect Int’l PLC, No. 20-11675 (11th Cir. Feb. 18, 2022) (holding that promoters of cryptocurrency 

through online videos could be liable for soliciting the purchase of unregistered securities through 

mass communication, and no “personal solicitation” was necessary for solicitation to be actionable).

4 https://www.ubergizmo.com/2017/11/sec-celebrities-disclose-payment-cryptocurrencyendorsements/#:~:text=It%20has%20issued%20a%20statement%20warning%20celebrities%20tha

t,without%20disclosing%20that%20they%E2%80%99ve%20been%20paid%20for%20it (accessed 

November 15, 2022). 

5 https://news.bloomberglaw.com/us-law-week/insights-celebrity-endorsements-andcryptocurrency-a-cautionary-tale (accessed November 15, 2022).

6 https://blockbulletin.com/news/altcoins/kim-kardashian-among-other-celebrities-sued-forpromoting-cryptocurrencies/ (accessed November 15, 2022).

7 https://florida.foolproofme.org/articles/770-celebrity-cryptocurrency-scam (accessed August 10, 

2022).

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14. This action seeks to hold Defendants responsible for the many billions of dollars in 

damages they caused Plaintiff and the Classes and to force Defendants to make them whole.

PARTIES

15. Plaintiff Edwin Garrison is a citizen and resident of the State of Oklahoma. He is a 

natural person over the age of 21 and is otherwise sui juris. Plaintiff Garrison purchased an unregistered 

security from FTX in the form of a YBA and funded the account with a sufficient amount of crypto 

assets to earn interest on his holdings. Plaintiff Garrison did so after being exposed to some or all of 

Defendants’ misrepresentations and omissions regarding the Deceptive FTX Platform as detailed in 

this complaint, and executed trades on the Deceptive FTX Platform in reliance on those 

misrepresentations and omissions. As a result, Plaintiff Garrison has sustained damages for which 

Defendants are liable.

16. Defendant Thomas Brady, NFL quarterback currently playing for the Tampa Bay 

Buccaneers, is a brand ambassador of FTX, and is a citizen and resident of Miami-Dade County, 

Florida.

17. Defendant Gisele Bundchen, one of the world’s highest-paid models and a brand 

ambassador for FTX, is a citizen and resident of Miami-Dade County, Florida.

18. Defendant Kevin O’Leary, “Mr. Wonderful,” a businessman, television personality 

appearing regularly on Shark Tank, and brand ambassador for FTX, is a citizen and resident of Miami 

Beach, Florida. 

19. Defendant Udonis Haslem, an American professional basketball player for the Miami 

Heat of the NBA and brand ambassador of FTX, is a citizen and resident of Miami-Dade County, 

Florida.

20. Defendant David Ortiz, former designated hitter and first baseman in the MLB and a 

brand ambassador for FTX, is a citizen and resident of the State of Florida. 

21. Defendant Sam Bankman-Fried, founder and former CEO of FTX and former 

billionaire, is a citizen and resident of the Bahamas.

22. Defendant Stephen Curry, professional basketball player for the Golden State 

Warriors of the NBA and brand ambassador for FTX, is a citizen and resident of the State of 

California.

23. Defendant Golden State Warriors LLC is a professional basketball team in the NBA 

that officially launched their partnership with FTX in 2022 with the unveiling of the FTX logo on the 

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court at the Chase Center, and is a corporation operating and existing under the laws of the State of 

California.

24. Defendant Shaquille O’Neal, former professional NBA basketball star, sports analyst, 

entrepreneur, and FTX brand ambassador, is a citizen and resident of Collin County, Texas.

25. Defendant William Trevor Lawrence, the quarterback for the Jacksonville Jaguars of 

the NFL and a brand ambassador for FTX, is a citizen and resident of the state of Mississippi.

26. Defendant Shohei Ohtani, a professional baseball pitcher, designated hitter and 

outfielder for the Los Angeles Angels of the MLB and a brand ambassador for FTX, is a citizen and 

resident of the State of California.

27. Defendant Naomi Osaka, a professional tennis player and brand ambassador for FTX, 

is a citizen and resident of Beverly Hills, California.

28. Defendant Lawrence Gene David, an American comedian, writer, actor, television 

producer, and FTX brand ambassador, is a citizen and resident of Los Angeles, California.

JURISDICTION AND VENUE

29. This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C. § 

1332(d)(2)(A) because this is a class action for a sum exceeding $5,000,000.00, exclusive of interest 

and costs, and in which at least one class member is a citizen of a state different than the Defendants. 

30. This Court has personal jurisdiction against Defendants because they conduct business 

in Florida, and/or have otherwise intentionally availed themselves of the Florida consumer market 

through the promotion, marketing, and sale of FTX’s YBAs in Florida, which constitutes committing 

a tortious act within the state of Florida. Defendants have also marketed and participated and/or 

assisted in the sale of FTX’s unregistered securities to consumers in Florida. This purposeful availment 

renders the exercise of jurisdiction by this Court over Defendants permissible under traditional 

notions of fair play and substantial justice.

31. Venue is proper in this District under 28 U.S.C. § 1391 because thousands of Class 

Members either reside in this District; Defendants engaged in business in this District; a substantial 

part of the events or omissions giving rise to the claims at issue occurred in this District; and because 

Defendants entered into transactions and/or received substantial profits from Class Members who 

reside in this District. 

32. All conditions precedent to the institution and maintenance of this action have been 

performed, excused, waived, or have otherwise occurred. 

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FACTUAL ALLEGATIONS

A. Background on FTX.

33. Until seeking the protection of the Bankruptcy Court, the FTX Entities operated a 

multi-billion-dollar mobile application cryptocurrency investment service (the “Deceptive FTX 

Platform”) that placed cryptocurrency trade orders on behalf of users like Plaintiff and Class Members 

and offered interest bearing cryptocurrency accounts. 

34. The FTX group of companies (FTX Group or FTX) was founded in 2019 and began as an 

exchange or marketplace for the trading of crypto assets. FTX was established by Samuel Bankman-Fried, Gary 

(Zixiao) Wang and Nishad Singh, with operations commencing in May 2019. FTX was purportedly established 

in order to build a digital asset trading platform and exchange for the purpose of a better user experience, 

customer protection, and innovative products. FTX built the FTX.com exchange to develop a platform robust 

enough for professional trading firms and intuitive enough for first-time users.

35. Prior to that, The Silicon Valley-born, MIT-educated Bankman-Fried, also known as SBF, 

launched his crypto trading firm, Alameda Research, in 2017,8 after stints in the charity world and at trading 

firm Jane Street.9

36. The FTX.com exchange was extremely successful since its launch. This year around $15 billion 

of assets are traded daily on the platform, which now represents approximately 10% of global volume for crypto 

trading. The FTX team has grew to over 300 globally. Although the FTX Entities’ primary international 

headquarters is in the Bahamas, its domestic US base of operations is located in Miami, Florida.10

37. FTX quickly became one of the most utilized avenues for nascent investors to 

purchase cryptocurrency. By the time FTX filed for bankruptcy protection, customers had entrusted 

billions of dollars to it, with estimates ranging from $10-to-$50 billion dollars.

38. Bankman-Fried got rich off FTX and Alameda, with the two companies netting $350 

million and $1 billion in profit, respectively, in 2020 alone, according to Bloomberg.

8 https://www.businessinsider.com/ftx-crypto-king-sam-bankman-fried-rise-and-fall-2022-11

(accessed November 15, 2022).

9 https://www.businessinsider.com/ftx-sbf-crypto-saga-explained-what-happened-what-it-means2022-11?inline-endstory-related-recommendations= (accessed November 15, 2022).

10 https://www.coindesk.com/business/2022/09/27/crypto-exchange-ftx-is-moving-its-usheadquarters-from-chicago-to-miami/ (accessed November 15, 2022).

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39. At his peak, Bankman-Fried was worth $26 billion. At 30, he had become a major 

political donor, gotten celebrities like the Co-Defendants in this action to vociferously promote FTX, 

and secured the naming rights to the arena where the NBA’s Miami Heat play.11

40. In early November 2022, crypto publication CoinDesk released a bombshell report 

that called into question just how stable Bankman-Fried’s empire really was.12

41. Bankman-Fried’s cryptocurrency empire was officially broken into two main parts: 

FTX (his exchange) and Alameda Research (his trading firm), both giants in their respective industries. 

But even though they are two separate businesses, the division breaks down in a key place: on 

Alameda’s balance sheet, which was full of FTX – specifically, the FTT token issued by the exchange 

that grants holders a discount on trading fees on its marketplace. While there is nothing per se 

untoward or wrong about that, it shows Bankman-Fried’s trading giant Alameda rests on a foundation 

largely made up of a coin that a sister company invented, not an independent asset like a fiat currency 

or another crypto. The situation adds to evidence that the ties between FTX and Alameda are 

unusually close.13

42. After obtaining this information, Changpeng “CZ” Zhao, the CEO of Binance, 

decided to liquidate roughly $530 million-worth of FTT. Customers also raced to pull out, and FTX 

saw an estimated $6 billion in withdrawals over the course of 72 hours, which it struggled to fulfill.14

The value of FTT plunged 32%, but rallied once again with Bankman-Fried’s surprise announcement 

on Tuesday, November 8th, that Binance would buy FTX, effectively bailing it out.15

43. The next day, Binance announced that it was withdrawing from the deal, citing findings 

during due diligence, as well as reports of mishandled customer funds and the possibility of a federal 

investigation.16 The news sent FTT plunging even further — Bankman-Fried saw 94% of his net 

11 https://www.businessinsider.com/ftx-sbf-crypto-saga-explained-what-happened-what-it-means2022-11?inline-endstory-related-recommendations= (accessed November 15, 2022).

12 https://www.businessinsider.com/ftx-sbf-crypto-saga-explained-what-happened-what-it-means2022-11?inline-endstory-related-recommendations= (accessed November 15, 2022).

13 https://www.coindesk.com/business/2022/11/02/divisions-in-sam-bankman-frieds-cryptoempire-blur-on-his-trading-titan-alamedas-balance-sheet/ (accessed November 15, 2022).

14 https://markets.businessinsider.com/news/currencies/ftx-6-billion-withdrawals-72-hours-sambankman-fried-binance-2022-11 (accessed November 15, 2022). 

15 https://markets.businessinsider.com/news/currencies/ftx-6-billion-withdrawals-72-hours-sambankman-fried-binance-2022-11 (accessed November 15, 2022). 

16 https://markets.businessinsider.com/news/currencies/ftx-crash-sec-cftc-probes-asset-liabilityshortfall-6-billion-2022-11 (accessed November 15, 2022).

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worth wiped out in a single day.17 On November 11th, unable to obtain a bailout, FTX filed for 

Chapter 11 bankruptcy and Bankman-Fried resigned as CEO.

18

44. Following his resignation, Bankman-Fried issued a 22-tweet-long explanation of where 

he believed he and the FTX Entities went wrong:19

17 https://www.businessinsider.com/ftx-ceo-crypto-binance-sam-bankman-fried-wealth-wiped-out2022-11 (accessed November 15, 2022).

18 https://markets.businessinsider.com/news/currencies/ftx-bankruptcy-sam-bankman-fried-ceocrypto-binance-alameda-markets-2022-11 (accessed November 15, 2022).

19 https://twitter.com/SBF_FTX/status/1590709189370081280 (accessed November 15, 2022). 

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45. According to a recent Reuters report, however, another explanation contributing to 

the precarious house of cards that was the Deceptive FTX Platform is that earlier this year, BankmanFried secretly transferred at least $4 billion in customer funds from FTX to Alameda without telling 

anyone, after Alameda was hit with a series of losses, and that the FTX entities lent more than half of 

its $16 billion in customer funds to Alameda in total, with more than $10 billion in loans 

outstanding.

20

B. FTX’s offer and sale of YBAs, which are unregistered securities.

46. Beginning in 2019, the FTX Entities began offering interest-bearing cryptocurrency 

accounts to public investors. Plaintiff and other similarly situated individuals invested in FTX’s YBAs.

47. FTX maintains that it does not offer for sale any product that constitutes a “security”

under federal or state law. Under federal securities laws as construed by the United States Supreme 

Court in its decision SEC v. W.J. Howey Co., 328 U.S. 293 (1946) and by the SEC, an investment 

contract is a form of security under United States securities laws when (1) the purchaser makes an 

investment of money or exchanges another item of value (2) in a common enterprise (3) with the 

reasonable expectation of profits to be derived from the efforts of others. 

48. The YBAs were “securities” as defined by the United States securities laws and as 

interpreted by the Supreme Court, the federal courts, and the SEC. The FTX Entities offered variable 

interest rewards on crypto assets held in the YBAs on the Deceptive FTX Platform, which rates were 

determined by the FTX Entities in their sole discretion. In order to generate revenue to fund the

promised interest, the FTX Entities pooled the YBA assets to engage in lending and staking activities

from which they derived revenue to pay interest on the YBAs. These activities make the YBAs a 

“security” under state and federal law.

20 https://markets.businessinsider.com/news/currencies/ftx-crash-client-funds-alameda-binancesbf-sec-cftc-probe-2022-11?utm_medium=ingest&utm_source=markets (accessed November 15, 

2022).

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49. On October 14, 2022, Director of Enforcement of the Texas State Securities Board, 

Joseph Rotunda, filed a declaration in the Chapter 11 bankruptcy proceedings pending in connection 

with the collapse of the Voyager Digital cryptocurrency exchange, In re: Voyager Digital Holdings, Inc., et 

al., Case No. 22-10943 (MEW), ECF No. 536 (Bankr. S.D.N.Y. Oct. 14, 2022), in which he explained 

how the YBAs are in fact “an offering of unregistered securities in the form of yield-bearing accounts 

to the residents of the United States.” Id., at 6. In his declaration, the pertinent portions of which are 

reproduced in full for ease of reference, Rotunda explains:

I am also familiar with FTX Trading LTD (“FTX Trading”) dba FTX as described 

herein. As more fully explained throughout this declaration, I am aware that FTX Trading, 

along with West Realm Shires Services Inc. dba FTX US (“FTX US”), may be offering 

unregistered securities in the form of yield-bearing accounts to residents of the United States. 

These products appear similar to the yield-bearing depository accounts offered by Voyager 

Digital LTD et al., and the Enforcement Division is now investigating FTX Trading, FTX US, 

and their principals, including Sam Bankman-Fried. 

I understand that FTX Trading is incorporated in Antigua and Barbuda and 

headquartered in the Bahamas. It was organized and founded in part by Mr. Bankman-Fried, 

and FTX Trading appears to be restricting operations in the United States. For example, 

domestic users accessing the webpage for FTX Trading at ftx.com are presented with a pop-up 

window that contains a disclaimer that reads in part as follows: 

Did you mean to go to FTX US? FTX US is a US licensed 

cryptocurrency exchange that welcomes American users. 

You’re accessing FTX from the United States. You won’t be able to use 

any of FTX.com’s services, though you’re welcome to look around the site.

FTX US claims to be regulated as a Money Services Business with FinCEN (No. 

31000195443783) and as a money transmitter, a seller of payment instruments and in other 

non-securities capacities in many different states. It is not, however, registered as a money 

transmitter or in any other capacity with the Texas Department of Banking and it is not 

registered as a securities dealer with the Texas State Securities Board. 

FTX US owns 75 percent or more of the outstanding equity of FTX Capital Markets 

(CRD No. 158816) (“FTX Capital”), a firm registered as a broker-dealer with the United States 

Securities and Exchange Commission, the Financial Industry Regulatory Authority Inc., and 

53 state and territorial securities regulators. FTX Capital’s registration as a dealer in Texas 

became effective on May 7, 2012, and the registration continues to remain in force and effect. 

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FTX US maintains a website at https://ftx.us that contains a webpage for smartphone 

applications for FTX (formerly Blockfolio)21 (the “FTX Trading App”) and FTX US Pro. Users 

appear able to click a link in this webpage to download the FTX Trading App even when they 

reside in the United States. 

On October 14, 2022, I downloaded and installed the FTX Trading App on my 

smartphone. I created an account with FTX Trading through the FTX Trading App and linked 

the FTX account to an existing personal bank account. During the process, I provided my full 

first and last name and entered my residential address in Austin, Texas. I also accessed 

hyperlinks in the FTX Trading App that redirected to the Privacy Policy and Terms of Service. 

Although I was from the United States and was using the application tied to FTX Trading, the 

Privacy Policy and Terms of Service were from FTX US - not FTX Trading.

I thereafter used the FTX Trading App to initiate the transfer of $50.00 from my bank 

account to the FTX account and then transferred .1 ETH from a 3.0 wallet to the FTX account. 

The transfer of funds from my bank account to the FTX account will take up to six days to 

complete but the transfer of ETH was processed within a few minutes. 

The FTX Trading App showed that I was eligible to earn a yield on my deposits. It 

also explained the “Earn program is provided by FTX.US” – not FTX Trading.3 It also 

represented that “FTX Earn rewards are available for US users on a promotional basis.”

I recall the FTX Trading App’s default settings were automatically configured to 

enable the earning of yield. The application also contained a link for additional information 

about yield. I accessed the link and was redirected to a recent article published by “Blockfolio 

Rebecca” under help.blockfolio.com. The article began as follows: 

You can now earn yield on your crypto purchases and deposits, as well as your 

fiat balances, in your FTX Trading App! By opting in and participating in staking 

your supported assets in your FTX account, you’ll be eligible to earn up to 8% 

APY on your staked assets. THIS APY IS ESTIMATED AND NOT 

GUARANTEED AS DESCRIBED BELOW. 

The article also described the payment of yield. It contained a section titled How do 

you calculate APY? Does my balance compound daily? that read, in part, as follows: 

FTX will deposit yield earnings from the staked coins, calculated hourly, 

on the investment portfolio that is stored in your FTX Trading App. Yield will be

compounded on principal and yield you have already earned. Any cryptocurrency 

21 Based upon information and belief, FTX Trading acquired Blockfolio LLC (“Blockfolio”) in or 

around August 2020. At the time, Blockfolio managed a cryptocurrency application. FTX Trading 

appears to have thereafter rebranded Blockfolio and its smartphone application as FTX. Now, users 

can download the FTX Trading App from Apple’s App Store or Google’s Google Play Store. 

Although FTX rebranded Blockfolio, the application listing in Apple’s App Store still shows the 

application with developed by Blockfolio. 

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that you have deposited on FTX as well as any fiat balance you may have on your 

account, will earn yield immediately after you have opted into the program. 

The first $10,000 USD value in your deposit wallets will earn 8% APY. 

Amounts held above $10,000 up to $10MM USD in value (subject to market 

fluctuations) will earn 5% APY. In this scenario, your yield earned on the coins 

will look something like the examples below the table. 

The article also contained a section titled Is this available in my country? This section 

explained that “FTX Trading App Earn is available to FTX Trading App customers that are in 

one of the FTX permitted jurisdictions.” It contained a hyperlink to an article titled Location 

Restrictions published by FTX Crypto Derivatives Exchange under help.ftx.com. This article 

described various restrictions on operations in certain countries and locations and read in part 

as follows: 

FTX does not onboard or provide services to corporate accounts of 

entities located in, established in, or a resident of the United States of America, 

Cuba, Crimea and Sevastopol, Luhansk People’s Republic, Donetsk People’s 

Republic, Iran, Afghanistan, Syria, or North Korea. FTX also does not 

onboard corporate accounts located in or a resident of Antigua or Barbuda. FTX 

also does not onboard any users from Ontario, and FTX does not permit nonprofessional investors from Hong Kong purchasing certain products. 

FTX does not onboard or provide services to personal accounts of 

current residents of the United States of America, Cuba, Crimea and 

Sevastopol, Luhansk People’s Republic, Donetsk People’s Republic, Iran, 

Afghanistan, Syria, North Korea, or Antigua and Barbuda. There may be 

partial restrictions in other jurisdictions, potentially including Hong Kong, 

Thailand, Malaysia, India and Canada. In addition, FTX does not onboard any 

users from Ontario, does not permit non-professional investors from Hong Kong 

purchasing certain products, and does not offer derivatives products to users from 

Brazil. 

FTX serves all Japanese residents via FTX Japan.

(emphasis in original)

Despite the fact I identified myself by name and address, the FTX Trading App now 

shows that I am earning yield on the ETH. The yield is valued at 8 percent APR. 

Based upon my earning of yield and an ongoing investigation by the Enforcement 

Division of the Texas State Securities Board, the yield program appears to be an investment 

contract, evidence of indebtedness and note, and as such appears to be regulated as a security 

in Texas as provided by Section 4001.068 of the Texas Securities Act. At all times material to 

the opening of this FTX account, FTX Trading and FTX US have not been registered to offer 

or sell securities in Texas. FTX Trading and FTX US may therefore be violating Section 

4004.051 of the Texas Securities Act. Moreover, the yield program described herein has not 

been registered or permitted for sale in Texas as generally required by Section 4003.001 of the 

Securities Act, and as such FTX Trading and FTX US may be violation Section 4003.001 by 

offering unregistered or unpermitted securities for sale in Texas. Finally, FTX Trading and FTX 

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US may not be fully disclosing all known material facts to clients prior to opening accounts 

and earning yield, thereby possibly engaging in fraud and/or making offers containing 

statements that are materially misleading or otherwise likely to deceive the public. Certain 

principals of FTX Trading and FTX US may also be violating these statutes and disclosure 

requirements. Further investigation is necessary to conclude whether FTX Trading, FTX US 

and others are violating the Securities Act through the acts and practices described in this 

declaration. 

The Enforcement Division of the Texas State Securities Board understands that FTX 

US placed the highest bid for assets of Voyager Digital LTD et al., a family of companies 

variously accused of misconduct in connection with the sale of securities similar to the yield 

program promoted by FTX Trading and FTX US. FTX US is managed by Sam Bankman-Fried 

(CEO and Founder), Gary Wang (CTO and Founder) and Nishad Singh (Head of Engineering). 

The same principals hold the same positions at FTX Trading, and I was able to access the yieldearning product after following a link to the FTX Trading App from FTX US’s website. The 

FTX Trading App also indicated the Earn program is provided by FTX US. As such, FTX US 

should not be permitted to purchase the assets of the debtor unless or until the Securities 

Commissioner has an opportunity to determine whether FTX US is complying with the law and 

related and/or affiliated companies, including companies commonly controlled by the same 

management, are complying with the law. 

I hereby authorize the Texas Attorney General’s Office and any of its representatives 

to use this declaration in this bankruptcy proceeding. 

I declare under penalty of perjury that the foregoing is true and correct. 

Executed on October 14, 2022 in Austin, Texas. 

/s Joseph Jason Rotunda 

By: Joseph Jason Rotunda

C. The Defendants Aggressively Marketed the FTX Platform

50. In addition to the conduct of Defendant Sam Bankman-Fried, as described in this 

Complaint, some of the biggest names in sports and entertainment have either invested in FTX or 

been brand ambassadors for the company. A number of them hyped FTX to their social media fans, 

driving retail consumer adoption of the Deceptive FTX Platform.

51. In April 2021, FTX became the first company in the crypto industry to name an arena. 

This helped lend credibility and recognition to the FTX brand and gave the massive fanbase of 

basketball exposure to the Deceptive FTX Platform.

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52. FTX’s explanation for using stars like Brady, Bunchden, and the other Defendants 

was no secret. “We’re the newcomers to the scene,” said then-FTX.US President Brett Harrison, 

referring to the crypto services landscape in the U.S. “The company needs to familiarize consumers 

with its technology, customer service and offerings, while competing with incumbents like Coinbase 

Global Inc. or Kraken,” Mr. Harrison said. “We know that we had to embark on some kind of mass 

branding, advertising, sponsorship type work in order to be able to do that,” he said.22

53. In other words, the FTX Entities needed celebrities like Defendants to continue 

funneling investors into the FTX Ponzi scheme, and to promote and substantially assist in the sale of 

the YBAs, which are unregistered securities. Below are representative statements and advertisements 

Defendants made to drive the offers and/or sales of the YBAs, which Plaintiff and Class Members 

will supplement as the case progresses and discovery unfolds.

i. Tom Brady and Gisele Bundchen

54. The star quarterback and the businesswoman and model, then a couple, became FTX 

ambassadors last year. They also took equity stakes in FTX Trading Ltd.

55. Mr. Brady and Ms. Bündchen also joined the company’s $20-million ad campaign in 

2021. They filmed a commercial called “FTX. You In?” showing them telling acquaintances to join 

the FTX platform. The ad can be viewed here: https://www.youtube.com/watch?v=uymLJoKFlW8

22 https://www.wsj.com/articles/tom-brady-and-gisele-bundchen-to-star-in-20-million-campaign-for-cryptoexchange-11631116800?mod=article_inline (accessed November 15, 2022). 

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ii. Kevin O’Leary

56. “Mr. Wonderful,” both a brand ambassador and an FTX shareholder, made several 

public statements designed to induce consumers to invest in the YBAs. 

57. “To find crypto investments opportunities that met my own rigorous standards of 

compliance, I entered into this relationship with @FTX_Official,” Mr. O’Leary said on Twitter last 

year. Mr. O’Leary recently deleted the tweet.

58. He also served as a judge for the FTX Charity Hackathon in Miami in March of 2022.23

59. And very recently, on October 12, 2022, O’Leary stated confidently that FTX was 

totally compliant and a safe place to hold assets. O’Leary stated that: “I have to disclose I’m a paid 

spokesperson to a FTX and shareholder there, too, cause we mentioned him and I’m a big advocate 

for Sam because he has two parents who are compliance lawyers. If there’s ever a place I could be 

that I’m not gonna get in trouble it’s going to be in FTX so you know that’s there they’re great people 

but he gets the job in compliance which is why he’s working so hard to get regulation.”24

23 https://ftxcharityhackathon.com/ (accessed November 15, 2022).

24 See https://www.youtube.com/watch?v=iwD_zWgyUz8 beginning at 17:32 (accessed 

November 15, 2022)

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60. He went on to state that “[t]here are a lot of signs right now that point to things looking 

bad. Crypto has taken a big hit and investors are wondering if things will turn around. If you follow 

history and the pattern of things, you know that this is RIGHT ON TRACK and we’ll soon see a 

resurgence with crypto. Do you think we’re entering a Bullish period? Let me know in the 

comments!”25

iii. Udonis Haslem

61. Udonis Haslem, the Captain of the Miami HEAT and Miami legend, became an FTX 

global ambassador. Much like Brady and Bunchden, Haslem starred in FTX’s “You In, Miami?” ad 

campaign that launched at the start of the 2021 - 2022 Miami HEAT season.

62. In the ad, which be viewed here: https://www.youtube.com/watch?v=83FDP53yPa8, 

Haslem states “FTX has arrived in 305. So I just got one question: Are you in, Miami?” Others respond 

“If he’s in, I’m in.” Haslem concludes “Our city. Our team. FTX. You in, Miami?”

25 Id.

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iv. David Ortiz

63. Defendant David Ortiz, who became an FTX brand ambassador and hyped the YBAs 

in exchange for cryptocurrency and multiple collections of NFTs, also ran his own FTX “You In?”

ad, which began running nationwide during the first game of the 2021 World Series. 

64. In the ad, which can be found here: https://www.ispot.tv/ad/qSlm/ftx-big-papi-isin, Ortiz is watching a game on the television when he receives a phone call from The Moon. Inspired 

by the “moonblast” home run scored on the field, The Moon frantically tells David about 

opportunities to get into cryptocurrency with FTX. David decides it's an offer he can't refuse and 

joins fellow sports stars Stephen Curry and Tom Brady on the platform. FTX announces it is the 

official crypto exchange of MLB.

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v. Steph Curry

65. Defendant Stephen Curry had his own nationwide ad campaign pushing the Deceptive 

FTX Platform, known as the “#notanexpert” campaign.26 Throughout the ad, Curry repeatedly denies 

being cast as an expert in cryptocurrency, culminating in his statement that “I’m not an expert, and I 

don’t need to be. With FTX I have everything I need to buy, sell, and trade crypto safely.” 27

66. The purpose of Curry being an ambassador is to expand the reach of the crypto firm 

and “tout the viability of cryptocurrency to new audiences around the world,” FTX said in a press 

release.28 In other words, to drive adoption of the Deceptive FTX Platform and to facilitate the sales 

of unregistered YBAs to unsuspecting and unwitting retail consumers.

67. “I’m excited to partner with a company that demystifies the crypto space and 

eliminates the intimidation factor for first-time users,” Curry said in the statement, highlighting that 

“first-time,” inexperienced users were the intended targets of the campaign.

29 

26 https://www.youtube.com/watch?v=gsy2N-XI04o (accessed November 15, 2022). 27 Id. 28 https://www.prnewswire.com/news-releases/nba-superstar-stephen-curry-becomes-global-ambassador-andshareholder-of-leading-cryptocurrency-exchange-ftx-through-long-term-partnership-301370497.html (accessed 

November 15, 2022). 

29 Id. 

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vi. Golden State Warriors

68. The Golden State Warriors and FTX officially launched their partnership in 2022 with 

the unveiling of the FTX logo on the court at the Chase Center. As the Warriors’ Official 

Cryptocurrency Platform and NFT Marketplace, the franchise dropped NFTs on FTX.us beginning 

in early 2022. The partnership between the Warriors and FTX marked the first international rights 

partner for the Warriors, meaning the GSW and FTX had a visible market presence, inclusive of logo 

and likeness, internationally.

69. The deal also included the Warriors’ G League team, the Golden Guardians and 

Warriors Gaming Squad (affiliated esports teams), in-arena signage at Chase Center, and virtual floor 

signage at Warriors games.30

30 https://www.instagram.com/p/CYiBaq8JLx7/ (accessed November 15, 2022). 

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vii. Shaquille O’Neal 

70. Defendant Shaquille O’Neal, former professional NBA basketball star, sports analyst, 

and entrepreneur, also became an FTX ambassador, stating in a video posted on FTX’s Twitter 

account that “I’m excited to be partnering with FTX to help make crypto accessible for everyone. I’m 

all in. Are you?”31

31 https://twitter.com/FTX_Official/status/1532119977381208066?s=20&t=5wTm55FDE6c0cCD9vCndYg

(accessed November 15, 2022).

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viii. Trevor Lawrence

71. Defendant William Trevor Lawrence, the first pick in the 2021 NFL draft and now 

quarterback for the Jacksonville Jaguars of the NFL, became a brand ambassador for FTX in exchange 

for unspecified cryptocurrency payments, which sponsorship was announced in April 2021.

32 The 

stated purpose of the sponsorship was because “Trevor is someone people can have a personal and 

human connection with for [FTX] and to the crypto space.”33

32 https://twitter.com/ftx_app/status/1386667859393253376 (accessed November 15, 2022). 33 https://www.forbes.com/sites/chriscason/2021/04/26/trevor-lawrence-makes-first-investment-move-with-first-ofits-kind-partnership-with-blockfolio/?sh=7190ee6f47ef (accessed November 15, 2022). 

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ix. Shohei Ohtani

72. The FTX Entities entered into a long-term partnership with global icon and historymaking MLB Superstar Shohei Ohtani. In addition to being an FTX global ambassador, Mr. Ohtani 

received all of his compensation in equity and cryptocurrencies.34 In exchange for those unspecified 

payments, Mr. Ohtani served as a spokesperson for FTX to increase awareness of the Deceptive FTX 

Platform and to drive adoption of and investments in the unregistered YBA securities on a global 

scale through a variety of initiatives. 35

34 https://www.prnewswire.com/news-releases/mlb-superstar-shohei-ohtani-joins-ftx-as-global-ambassador-throughlong-term-partnership-301425911.html (accessed November 15, 2022). 35 Id.

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x. Naomi Osaka

73. Defendant Naomi Osaka, a 24-year-old professional tennis player and four-time 

Grand Slam singles champion, became a brand ambassador for FTX, with the express purpose of

“getting more women to start investing in crypto.”36 Osaka wore the FTX logo on the kit she wore at 

tournaments, including the 2022 Miami Open. 37 In exchange for an equity stake in FTX and payments 

in unspecified amounts of cryptocurrency, Osaka directed and produced content in association with 

the FTX Entities designed to promote the offer and sale of the unregistered YBA securities, hoping 

“she will reach a global audience.”38

74. Osaka confirmed her involvement by tweeting a glitzy new FTX ad to her 1.1 million 

followers, which can be viewed here: https://youtu.be/pkuf8avR50k. It shows the tennis star 

competing in a comic strip — and over dramatic music, she says: “They thought they made the rules 

for us. They thought they could control us. They were wrong.”

75. The video then cuts to a boardroom full of marketing executives talking about the ad 

in a tongue-in-cheek way — and discussing other ideas... including Osaka heading to the moon. An 

idea to have a QR code bouncing around the screen (a clear nod to Coinbase’s Super Bowl spot) is 

dismissed for being “boring.”

36 https://coinmarketcap.com/alexandria/article/naomi-osaka-tennis-star-teams-up-with-ftx-and-she-s-getting-paidin-crypto-too (accessed November 15, 2022). 37 Id. 38 Id. 

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76. They settle on letting Osaka speaking for herself — and play a mock-up of the tennis 

ace giving an interview to a news channel where she says: “I’m Naomi Osaka and I’m proud to partner 

with FTX. Making cryptocurrency accessible is a goal that FTX and I are striving towards.” The ad 

ends with the tagline: “Naomi is in. You in?”

xi. Larry David 

77. For his part, the legendary comedian and creator of Seinfeld and Curb Your Enthusiasm, 

Larry David, created an ad for the FTX Entities called “Don’t Miss Out on Crypto,” which aired 

during the 2022 Super Bowl, making FTX one of the most retweeted brands during the Super Bowl, 

and winning the “Most Comical” honorific from USA Today‘s Ad Meter.39

78. The ad—the only Super Bowl commercial David ever appeared in—featured David 

being a skeptic on such historically important inventions as the wheel, the fork, the toilet, democracy, 

the light bulb, the dishwasher, the Sony Walkman, and, of course, FTX, and cautioned viewers, “Don’t

be like Larry.” The ad can be viewed here: https://youtu.be/BH5-rSxilxo

39 https://admeter.usatoday.com/lists/usa-today-ad-meter-replay-ratings-2022-final-results/ (accessed November 15, 

2022). 

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CLASS ACTION ALLEGATIONS

79. As detailed below in the individual counts, Plaintiffs bring this lawsuit on behalf of 

themselves and all others similarly situated, pursuant to Rule 23(a), (b)(2), (b)(3), and/or (c)(4) of the 

Federal Rules of Civil Procedure. 

A. Class Definitions

80. Plaintiffs seek to represent the following Nationwide Classes and State Subclasses

(collectively, “the Classes”). If the Court agrees with Undersigned Counsel that the claims asserted 

here will apply to all class members, the Court may only have to certify the Nationwide Issue Class: 

(1) Nationwide Class: All persons or entities in the United States 

who, within the applicable limitations period, purchased or 

enrolled in a YBA. 

(2) Florida Subclass: All persons or entities in the state of Florida 

who, within the applicable limitations period, purchased or 

enrolled in a YBA.

Excluded from the Classes are Defendants and their officers, directors, affiliates, legal representatives, 

and employees, the FTX Entities and their officers, directors, affiliates, legal representatives, and 

employees, any governmental entities, any judge, justice, or judicial officer presiding over this matter 

and the members of their immediate families and judicial staff. 

81. Plaintiffs reserve the right to modify or amend the definition of the proposed 

Nationwide Class and Florida Subclass, or to include additional classes or subclasses, before or after 

the Court determines whether such certification is appropriate as discovery progresses. Plaintiffs seek 

certification of the Nationwide Class in part because all offers of FTX YBAs to Plaintiffs and the 

Class Members (in which Defendants each substantially participated) were made by FTX from their 

principal place of business in Miami, Florida, and thus every single offer to sell an FTX YBA stems 

from a transactional occurrence that emanated from the State of Florida. Plaintiffs seek certification 

of the Florida Subclass in the alternative. 

B. Numerosity

82. The Classes are comprised of thousands, if not millions, of consumers nationwide, to 

whom FTX offered and/or sold YBAs. Moreover, thousands, if not millions, of consumers 

nationwide and throughout these states have executed trades on the FTX Platform within the 

applicable limitations period. Membership in the Classes is thus so numerous that joinder of all 

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members is impracticable. The precise number of class members is currently unknown to Plaintiffs 

but is easily identifiable through FTX’s corporate records. 

C. Commonality/Predominance

83. This action involves common questions of law and fact, which predominate over any 

questions affecting individual class members. These common legal and factual questions include, but 

are not limited to, the following: 

(a) whether the YBAs were unregistered securities under federal or Florida law;

(b) whether Defendants’ participation and/or actions in FTX’s offerings and sales of 

YBAs violate the provisions of the Securities Act and Florida securities law.

(c) the type and measure of damages suffered by Plaintiffs and the Classes.

(a) whether Defendants’ practices violate the FDUTPA; 

(b) whether Plaintiffs and Class members have sustained monetary loss and the proper 

measure of that loss;

(c) whether Plaintiffs and Class members are entitled to injunctive relief;

(d) whether Plaintiffs and Class members are entitled to declaratory relief; and

(e) whether Plaintiffs and Class members are entitled to consequential damages, punitive 

damages, statutory damages, disgorgement, and/or other legal or equitable appropriate 

remedies as a result of Defendants’ conduct.

D. Typicality

84. Plaintiffs’ claims are typical of the claims of the members of the Classes because all 

members were injured through the uniform misconduct described above, namely that Plaintiffs and 

all class members were offered and/or sold FTX’s YBAs as a result of Defendants’ actions and/or 

participation in the offering and sale of these unregistered securities, and Plaintiffs are advancing the 

same claims and legal theories on behalf of themselves and all such members. Further, there are no 

defenses available to either Defendant that are unique to Plaintiffs.

E. Adequacy of Representation

85. Plaintiffs will fairly and adequately protect the interests of the members of the Classes. 

Plaintiffs have retained counsel experienced in complex consumer class action litigation, and Plaintiffs

intend to prosecute this action vigorously. Plaintiffs have no adverse or antagonistic interests to those 

of the Classes. Plaintiffs anticipate no difficulty in the management of this litigation as a class action. 

To prosecute this case, Plaintiffs have chosen the undersigned law firms, which have the financial and 

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legal resources to meet the substantial costs and legal issues associated with this type of consumer 

class litigation.

F. Requirements of Fed. R. Civ. P. 23(b)(3)

86. The questions of law or fact common to Plaintiffs’ and each Classes member’s claims 

predominate over any questions of law or fact affecting only individual members of the Classes. All 

claims by Plaintiffs and the unnamed members of the Classes are based on the common course of 

conduct by Defendants (1) in marketing, offering, and/or selling the YBAs, which are unregistered 

securities, and/or (2) in receiving secret undisclosed compensation for their promotion of the 

Deceptive FTX Platform.

87. Common issues predominate when, as here, liability can be determined on a class-wide 

basis, even when there will be some individualized damages determinations.

88. As a result, when determining whether common questions predominate, courts focus 

on the liability issue, and if the liability issue is common to the Classes as is in the case at bar, common 

questions will be held to predominate over individual questions.

G. Superiority

89. A class action is superior to individual actions for the proposed Classes, in part because 

of the non-exhaustive factors listed below: 

(a) Joinder of all Class members would create extreme hardship and inconvenience for 

the affected customers as they reside nationwide and throughout the state;

(b) Individual claims by Class members are impracticable because the costs to pursue 

individual claims exceed the value of what any one Class member has at stake. As a 

result, individual Class members have no interest in prosecuting and controlling 

separate actions;

(c) There are no known individual Class members who are interested in individually 

controlling the prosecution of separate actions;

(d) The interests of justice will be well served by resolving the common disputes of 

potential Class members in one forum;

(e) Individual suits would not be cost effective or economically maintainable as individual 

actions; and

(f) The action is manageable as a class action.

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H. Requirements of Fed. R. Civ. P. 23(b)(2)

90. Defendants have acted and refused to act on grounds generally applicable to the classes 

by engaging in a common course of conduct of aiding and abetting the offering and/or selling the 

YBAs, which are unregistered securities, thereby making appropriate final injunctive relief or 

declaratory relief with respect to the classes as a whole.

91. Defendants have acted and refused to act on grounds generally applicable to the classes 

by engaging in a common course of conduct of uniformly identical and uniform misrepresentations 

and omissions in receiving secret undisclosed compensation for their promotion of the Deceptive 

FTX Platform, thereby making appropriate final injunctive relief or declaratory relief with respect to 

the classes as a whole.

I. Requirements of Fed. R. Civ. P. 23(c)(4)

92. As it is clear that one of the predominant issues regarding Defendants’ liability is 

whether the YBAs FTX offered and/or sold are unregistered securities, utilizing Rule 23(c)(4) to 

certify the Classes for a class wide adjudication on this issue would materially advance the disposition 

of the litigation as a whole.

93. As it is clear that another predominant issue regarding Defendants’ liability is whether 

they have violated the consumer protection and securities laws of Florida in making identical and 

uniform misrepresentations and omissions regarding the functionality of the Deceptive FTX Platform, 

and/or in receiving secret undisclosed compensation for their promotion of the Deceptive FTX

Platform, utilizing Rule 23(c)(4) to certify the Classes for a class wide adjudication on this issue would 

materially advance the disposition of the litigation as a whole.

J. Nature of Notice to the Proposed Classes.

94. The names and addresses of all Class Members are contained in the business records 

maintained by FTX and are readily available to FTX. The Class Members are readily and objectively 

identifiable. Plaintiffs contemplate that notice will be provided to Class Members by e-mail, mail, and 

published notice.

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COUNT ONE

Violations of the Florida Statute Section 517.07,

The Florida Securities and Investor Protection Act

(Plaintiffs Individually and on behalf of the Nationwide Class, alternatively on behalf of the 

Florida subclass)

95. Plaintiffs repeat and re-allege the allegations contained in paragraphs 1–94 above, as if 

fully set forth herein.

96. Section 517.07(1), Fla. Stat., provides that it is unlawful and a violation for any person 

to sell or offer to sell a security within the State of Florida unless the security is exempt under Fla. 

Stat. § 517.051, is sold in a transaction exempt under Fla. Stat. § 517.061, is a federally covered security, 

or is registered pursuant to Ch. 517, Fla. Stat. 

97. Section 517.211 extends liability to any “director, officer, partner, or agent of or for 

the seller, if the director, officer, partner, or agent has personally participated or aided in making the 

sale, is jointly and severally liable to the purchaser in an action for rescission, if the purchaser still owns 

the security, or for damages, if the purchaser has sold the security.”

98. The YBA is a security pursuant to Fla. Stat. § 517.021(22)(a). 

99. The YBAs sold and offered for sale to Plaintiffs and Class members were not:

a. exempt from registration under Fla. Stat. § 517.051;

b. a federal covered security;

c. registered with the Office of Financial Regulations (OFR); or

d. sold in a transaction exempt under Fla. Stat. § 517.061. 

100. The FTX Entities sold and offered to sell the unregistered YBAs to Plaintiffs and the 

members of the Class.

101. Defendants are directors, officers, partners and/or agents of the FTX Entities

pursuant to Fla. Stat. § 517.211. 

102. The FTX Entities, with Defendants’ material assistance, offered and sold the 

unregistered YBAs to Plaintiffs and the members of the Class. As a result of this assistance, 

Defendants violated Fla. Stat. § 517.07 et seq. and Plaintiff and members of the Classes sustained 

damages as herein described.

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COUNT TWO

For Violations of the Florida Deceptive and Unfair Trade Practices Act,

§ 501.201, Florida Statutes, et seq.

(Plaintiffs Individually and on behalf of the Nationwide Class, alternatively on behalf of the 

Florida subclass)

103. Plaintiffs repeat and re-allege the allegations contained in paragraphs 1–94 above, as if 

fully set forth herein.

104. This cause of action is brought pursuant to the Florida Deceptive and Unfair Trade 

Practices Act, section 501.201, Fla. Stat., et seq. (“FDUTPA”). The stated purpose of the FDUTPA is 

to “protect the consuming public . . . from those who engage in unfair methods of competition, or 

unconscionable, deceptive, or unfair acts or practices in the conduct of any trade or commerce.” § 

501.202(2), Fla. Stat. 

105. Plaintiffs and Class members are consumers as defined by section 501.203, Fla. Stat. 

Defendants are engaged in trade or commerce within the meaning of the FDUTPA.

106. Florida Statute section 501.204(1) declares unlawful “[u]nfair methods of competition, 

unconscionable acts or practices, and unfair or deceptive acts or practices in the conduct of any trade 

or commerce.”

107. Defendants’ unfair and deceptive practices as described herein are objectively likely to 

mislead – and have misled – consumers acting reasonably in the circumstances. 

108. Defendants have violated the FDUTPA by engaging in the unfair and deceptive 

practices as described herein, which offend public policies and are immoral, unethical, unscrupulous 

and injurious to consumers. 

109. Plaintiffs and consumers in the Class have been aggrieved by Defendants’ unfair and 

deceptive practices and acts of false advertising by paying into the Ponzi scheme that was the 

Deceptive FTX Platform and in the amount of their lost investments. 

110. The harm suffered by Plaintiffs and consumers in the Class was directly and 

proximately caused by the deceptive and unfair practices of Defendants, as more fully described 

herein. 

111. Pursuant to sections 501.211(2) and 501.2105, Fla. Stat., Plaintiffs and consumers in 

the Class make claims for actual damages, attorneys’ fees and costs.

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112. Defendants still utilize many of the deceptive acts and practices described above. 

Plaintiffs and the other members of the Class have suffered and will continue to suffer irreparable 

harm if Defendants continue to engage in such deceptive, unfair, and unreasonable practices. Section 

501.211(1) entitles Plaintiffs and the Class to obtain both declaratory or injunctive relief to put an end 

to Defendants’ unfair and deceptive scheme. 

COUNT THREE

Civil Conspiracy

(Plaintiffs Individually and on behalf of the Nationwide Class, alternatively on behalf of the 

Florida subclass)

113. Plaintiffs repeat and re-allege the allegations contained in paragraphs 1–94 above, as if 

fully set forth herein. 

114. The FTX Entities and Defendants made numerous misrepresentations and omissions

to Plaintiff and Class Members about the Deceptive FTX Platform in order to induce confidence and 

to drive consumers to invest in what was ultimately a Ponzi scheme, misleading customers and 

prospective customers with the false impression that any cryptocurrency assets held on the Deceptive 

FTX Platform were safe and were not being invested in unregistered securities.

115. The FTX Entities entered into one or more agreements with Defendants with the 

purpose of making these misrepresentations and/or omissions to induce Plaintiffs and consumers to 

invest in the YBAs and/or use the Deceptive FTX Platform. 

116. Defendants engaged in unlawful acts with the FTX Entities, namely, the 

misrepresentations and omissions made to Plaintiffs and the Class and the sale of unregistered 

securities. 

117. Defendants’ conspiracy substantially assisted or encouraged the wrongdoing 

conducted by the FTX Entities; further, Defendants had knowledge of such fraud and/or 

wrongdoing, because of their experience and relationship with the FTX Entities, as described above 

and as such, knew that the representations made to Plaintiffs were deceitful and fraudulent. 

118. Defendants’ conspiracy with the FTX Entities to commit fraud caused damages to 

Plaintiffs in the amount of their lost investments.

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COUNT FOUR

Declaratory Judgment

(Declaratory Judgment Act, Florida Statutes §§ 86.011 et seq.) 

(Plaintiffs Individually and on behalf of the Nationwide Class, alternatively on behalf of the 

Florida subclass) 

119. Plaintiff realleges and incorporates by reference the allegations contained in 

paragraphs 1–94 as if fully set forth herein.

120. This Count is asserted against Defendants under Florida Statutes §§ 86.011, et seq.

121. There is a bona fide, actual, present and practical need for the declaratory relief 

requested herein; the declaratory relief prayed for herein deal with a present, ascertained or 

ascertainable state of facts and a present controversy as to a state of facts; contractual and statutory 

duties and rights that are dependent upon the facts and the law applicable to the facts; the parties 

have an actual, present, adverse and antagonistic interest in the subject matter; and the antagonistic 

and adverse interests are all before the Court by proper process for final resolution.

122. Plaintiffs and the members of the Class have an obvious and significant interest in this 

lawsuit. 

123. Plaintiffs and members of the Class purchased YBAs, based in part on justifiable 

reliance on the Defendants’ misrepresentations and omissions regarding the Deceptive FTX Platform

as further described hereinabove. 

124. If the true facts had been known, including but not limited to that the YBAs are 

unregistered securities, the Deceptive FTX Platform does not work as represented, and Defendants 

were paid exorbitant sums of money to peddle Voyager to the nation, Plaintiffs and the Class would 

not have purchased YBAs in the first place.

125. Thus, there is a justiciable controversy over whether the YBAs were sold illegally, and 

whether the Defendants illegally solicited their purchases from Plaintiffs and the Class. 

126. Plaintiffs and the Class seek an order declaring that the YBAs were securities required 

to be registered with the SEC and state regulatory authorities, that the Deceptive FTX Platform did 

not work as represented, and Defendants were paid exorbitant sums of money to peddle FTX to the 

nation.

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PRAYER FOR RELIEF

WHEREFORE, Plaintiffs pray for a judgment on behalf of themselves and the Classes:

a. Certifying the Classes as requested herein;

b. Awarding actual, direct and compensatory damages;

c. Awarding restitution and disgorgement of revenues if warranted;

d. Awarding declaratory relief as permitted by law or equity, including declaring the 

Defendants’ practices as set forth herein to be unlawful; 

e. Awarding injunctive relief as permitted by law or equity, including enjoining the 

Defendants from continuing those unlawful practices as set forth herein, and directing 

the Defendants to identify, with Court supervision, victims of their conduct and 

pay them all money they are required to pay; 

f. Awarding statutory and multiple damages, as appropriate;

g. Awarding attorneys’ fees and costs; and

h. Providing such further relief as may be just and proper.

DEMAND FOR JURY TRIAL

Plaintiffs hereby demand a jury trial as to all claims so triable.

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Dated: November 15, 2022 Respectfully submitted,

By: /s/ Adam Moskowitz 

Adam M. Moskowitz

Florida Bar No. 984280

adam@moskowitz-law.com 

Joseph M. Kaye

Florida Bar No. 117520

joseph@moskowitz-law.com

THE MOSKOWITZ LAW FIRM, PLLC

2 Alhambra Plaza, Suite 601

Coral Gables, FL 33134 

Telephone: (305) 740-1423

By: /s/ David Boies 

David Boies

(Pro Hac Vice Application Forthcoming)

Alex Boies

(Pro Hac Vice Application Forthcoming)

BOIES SCHILLER FLEXNER LLP

333 Main Street

Armonk, NY 10504

Phone: (914) 749–8200

dboies@bsfllp.com

By: /s/ Stephen Neal Zack 

Stephen Neal Zack

Florida Bar No. 145215

Hon. Ursula Ungaro (Ret.)

Florida Bar No. 200883

BOIES SCHILLER FLEXNER LLP

100 SE 2nd St., Suite 2800

Miami, FL 33131

Office: 305-539-8400

szack@bsfllp.com

uungaro@bsfllp.com

Co-Counsel for Plaintiffs and the Class

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