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UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF NEW YORK 

COMMODITY FUTURES TRADING 

COMMISSION, 

Plaintiff, 

V. 

JEREMY SPENCE, 

Defendant. 

Case No. 21-CV-0699 (JGK) 

ECF Case 

CONSENT ORDER FOR PERMANENT INJUNCTION 

AND OTHER EQUITABLE RELIEF AGAINST JEREMY SPENCE 

I. INTRODUCTION 

On January 26, 2021, Plaintiff Commodity Futures Trading Commission 

("Commission" or "CFTC") filed a Complaint against Defendant Jeremy Spence ("Spence" or 

"Defendant") seeking injunctive and other equitable relief, as well as the imposition of civil 

penalties, for violations of the Commodity Exchange Act ("Act"), 7 U.S.C. §§ 1-26, and the 

Commission's Regulations ("Regulations") promulgated thereunder, 17 C.F.R. pts. 1-190 (2021) 

("Complaint," ECF No. 1). 1 

II. CONSENTS AND AGREEMENTS 

To effect settlement of all charges alleged in the Complaint against Spence without a trial 

on the merits or any further judicial proceedings, Spence: 

1 On February 22, 2021, the USAO-SDNY charged Spence via indictment with one count of commodities 

fraud in violation of7 U.S.C. §§ 9(1), 13(a)(5) and 17 C.F.R. § 180.1, and one count of wire fraud in violation of 

18 U.S.C. § 1343 and 2. Indictment, United States v. Spence, 21 CR 116 (S.D.N.Y. Feb. 22, 2021), ECF No. 5. On 

November 30, 2021, Spence entered a guilty plea to commodities fraud pursuant to Count One of the Indictment. 

Spence was sentenced on May 11, 2022. Judgment in a Criminal Case, ECF. No. 39. 
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1. Consents to the entry of this Consent Order for Permanent Injunction and Other 

Equitable Relief Against Jeremy Spence ("Consent Order"); 

2. Affirms that he has read and agreed to this Consent Order voluntarily, and that no 

promise, other than as specifically contained herein, or threat, has been made by the Commission 

or any member, officer, agent, or representative thereof, or by any other person, to induce 

consent to this Consent Order; 

3. Acknowledges proper service of the summons and Complaint; 

4. Admits the jurisdiction of this Court over him and the subject matter of this action 

pursuant to Section 6c of the Act, 7 U.S.C. § 13a-1; 

5. Admits the jurisdiction of the Commission over the conduct and transactions at 

issue in this action pursuant to the Act; 

6. Admits that venue properly lies with this Court pursuant to 7 U.S.C. § 13a-l(e); 

7. Waives: 

(a) Any and all claims that he may possess under the Equal Access to Justice 

Act, 5 U.S.C. § 504 and 28 U.S.C. § 2412, and/or the rules promulgated 

by the Commission in conformity therewith, Part 148 of the Regulations, 

17 C.F .R. pt. 148 (2021 ), relating to, or arising from, this action; 

(b) Any and all claims that he may possess under the Small Business 

Regulatory Enforcement Fairness Act of 1996, Pub. L. No. 104-121, tit. II, 

§§ 201-53, 110 Stat. 847, 857-74 (codified as amended at 28 U.S.C. 

§ 2412 and in scattered sections of 5 U.S.C. and 15 U.S.C.), relating to, or 

arising from, this action; 

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(c) Any claim of Double Jeopardy based upon the institution of this action or 

the entry in this action of any order imposing a civil monetary penalty or 

any other relief, including this Consent Order; and 

( d) Any and all rights of appeal from this action; 

8. Consents to the continued jurisdiction of this Court over him for the purpose of 

implementing and enforcing the terms and conditions of this Consent Order and for any other 

purpose relevant to this action, even if Spence now or in the future resides outside the 

jurisdiction of this Court; 

9. Agrees that he will not oppose enforcement of this Consent Order on the ground, 

if any exists, that it fails to comply with Rule 65( d) of the Federal Rules of Civil Procedure and 

hereby waives any objection based thereon; 

10. Agrees that neither he nor any of his agents or employees under his authority or 

control shall take any action or make any public statement denying, directly or indirectly, any 

allegation in the Complaint or the Findings of Fact or Conclusions of Law in this Consent Order, 

or creating or tending to create the impression that the Complaint and/or this Consent Order is 

without a factual basis; provided, however, that nothing in this provision shall affect his: 

(a) testimonial obligations; or (b) right to take legal positions in other proceedings to which the 

Commission is not a party. Spence shall comply with this agreement, and shall undertake all 

steps necessary to ensure that all of his agents and/or employees under his authority or control 

understand and comply with this agreement; 

11. In United States v. Spence, 21-CR-116 (S.D.N.Y. indictment filed Feb. 22, 2021) 

(the "Criminal Action"), Spence pleaded guilty to violating 7 U.S.C. Sections 9(1) and 13(a)(5) 

and 17 C.F .R. Section 180.1, and in connection with that plea admitted the facts set out in the 

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transcript of his plea allocution, dated November 30, 2021, a copy of which is attached as 

Exhibit A to this Order, and those same facts are admitted as if set forth in this Order; 

12. Consents to the entry of this Consent Order without admitting or denying the 

allegations of the Complaint or any findings or conclusions in this Consent Order, except as to 

jurisdiction and venue, and those referenced above in Paragraph 11, which he admits; 

13. Consents to the use of the findings and conclusions in this Consent Order in this 

proceeding and in any other proceeding brought by the Commission or to which the Commission 

is a party or claimant, and agrees that they shall be taken as true and correct and be given 

preclusive effect therein, without further proof; 

14. Does not consent, however, to the use of this Consent Order, or the findings and 

conclusions herein, as the sole basis for any other proceeding brought by the Commission or to 

which the Commission is a party, other than a: statutory disqualification proceeding; proceeding 

in bankruptcy, or receivership; or proceeding to enforce the terms of this Order; 

15. Agrees to provide immediate notice to this Court and the Commission by certified 

mail, in the manner required by paragraph 115 of Part VI. of this Consent Order, of any 

bankruptcy proceeding filed by, on behalf of, or against him, whether inside or outside the 

United States; and 

16. Agrees that no provision of this Consent Order shall in any way limit or impair 

the ability of any other person or entity to seek any legal or equitable remedy against Spence or 

him in any other proceeding. 

III. FINDINGS OF FACT AND CONCLUSIONS OF LAW 

The Court, being fully advised in the premises, finds that there is good cause for the entry 

of this Consent Order and that there is no just reason for delay. The Court therefore directs the 

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entry of the following Findings of Fact, Conclusions of Law, permanent injunction and equitable 

relief pursuant to Section 6c of the Act, 7 U.S.C. § 13a-l, as set forth herein. 

THE PARTIES AGREE AND THE COURT HEREBY FINDS: 

A. Findings of Fact 

The Parties to this Consent Order 

17. Plaintiff Commodity Futures Trading Commission is an independent federal 

regulatory agency that is charged by Congress with administering and enforcing the Act and the 

Regulations. 

18. Defendant Jeremy Spence is a natural person with a last known residence in 

Bristol, Rhode Island. Spence has never been registered with the Commission. During the 

Relevant Period, Spence did business under the name "Coin Signals." 

Spence's Fraudulent Scheme in Violation of Section 6(c)(l) of the Act, 

7 U.S.C. § 9(1), and Regulation 180.l(a)(l)-(3), 17 C.F.R. § 180.l(a)(l0-(3) (2021) 

19. From at least in or around December 2017 through at least in or around April 

2019 (the "Relevant Period"), Spence, doing business under the name "Coin Signals," operated a 

virtual currency Ponzi scheme in which he fraudulently solicited individuals to invest funds in 

various pools that traded virtual currencies such as bitcoin and ether, each a commodity in 

interstate commerce. During the Relevant Period, Spence obtained virtual currencies such as 

bitcoin and ether, worth more than $5 million from individuals ("customers") comprising 

approximately 175 user accounts through fraudulent solicitations involving misrepresentations 

of, among other things, his trading record, assets under management, and highly profitable 

returns. In fact, as Spence himself has admitted, Spence's trading resulted in significant trading 

losses, and Spence caused false performance reports to be provided to customers. As in all Ponzi 

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schemes, Spence's payouts of supposed profits to customers in actuality consisted of other 

customers' misappropriated funds. 

20. A virtual currency is a type of digital asset defined here as a digital representation 

of value that functions as a medium of exchange, a unit of account, and/or a store of value, but 

does not have legal tender status in any jurisdiction. Bitcoin, ether, and other virtual currencies 

are distinct from "real" currencies, which are the coin and paper money of the United States or 

another country that are designated as legal tender, circulate, and are customarily used and 

accepted as a medium of exchange in the country of issuance. 

21. During the Relevant Period, Spence solicited and received virtual currency then 

equivalent to more than approximately $5,000,000 from customers comprising approximately 

175 user accounts, who invested amounts ranging from fractions ofbitcoin to virtual currency 

amounts worth hundreds of thousands of dollars, for the purpose of entering into contracts of sale 

of virtual currency, including bitcoin and ether, through electronic web-based virtual currency 

trading platforms based in various states and countries. 

The Formation and Operation of Coin Signals 

22. In or around late 2017, Spence began doing business as Coin Signals ("CS") for 

the purpose of soliciting customers and others in several of the United States as well as a number 

of foreign countries to provide virtual currencies such as bitcoin and ether to Spence, which 

Spence would employ in various "funds" to engage in virtual currency trading on the customers' 

behalf. 

23. The CS funds included but were not limited to the Mex Fund (the "CS Mex 

Fund"), the Alt Fund (the "CS Alt Fund"), and the Long-Term Fund (the "CS Long-Term Fund") 

(collectively, the "CS Funds"). 

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24. During the Relevant Period, Spence solicited customers and managed the CS 

Funds from New York, New York. 

25. Spence's trading strategies purportedly included seeking to trade virtual currency 

profitably based on market volatility by, among other things, trading conservatively. 

26. Spence arranged with persons ("CS admins") he met through online social media 

sites such as Twitter, Telegram, and Discord internet chatrooms and otherwise to assist in 

creating and to serve as administrators of CS chatrooms, to handle non-trading administrative 

aspects of the CS Funds, and to act as conduits of information and solicitations to prospective 

and existing customers. 

27. Spence's solicitations-which, as described below, were rife with fraud, lies, and 

deceit-were successful. During the Relevant Period, Spence obtained virtual currencies such as 

bitcoin and ether worth more than approximately $5 million at the time from individual 

customers comprising approximately 175 user accounts. 

28. These customers included retail customers, that is, customers who were not high 

net-worth individuals. 

29. During the Relevant Period, Spence's primary virtual currency trading accounts 

for the CS Mex Fund trading strategy were held at an international virtual currency trading 

platform (the "CS Mex accounts"). In the CS Mex accounts, Spence engaged in trading of 

contracts of virtual currencies such as bitcoin and ether, each a commodity in interstate 

commerce, including on a futures contract basis ( contracts in which the CS Mex account agreed 

to trade, e.g., a commodity such as bitcoin or ether, at a predetermined price and specified time 

in the future, e.g., in one week), swaps, and through the use of margin. 

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30. During the Relevant Period, Spence engaged in trading of virtual currencies via 

accounts on another international virtual currency trading platform (the "CS Alt accounts"). 

31. Spence also employed other virtual currency accounts in furtherance of his 

scheme. 

32. Spence communicated with customers regarding his trading strategy and results in 

CS chatrooms directly and through CS admins. 

33. Spence also provided customers with information such as reports of his trading 

results and customers' account balances by "rounds" that ranged from approximately a few days 

to a few weeks. Spence's reports-which, as described below, were false and misleadinggenerally reflected successful and highly profitable virtual currency trading. 

34. Spence provided such trading and customer account information to customers 

through an automated computer program referred to as a "bot" (the "CS Bot"), which customers 

could query on demand. For a given round, Spence reported the CS Funds' trading profit-andloss results to a CS admin, who entered that information into the CS Bot, which then calculated 

each customer's resulting balance and profits or losses. 

35. The profit-and-loss information reported at the end of each "round" was purported 

to be realized profits or losses. This supposedly allowed customers to closely monitor their 

investments and promptly withdraw funds as they wished. 

Spence's False and Misleading Solicitations 

36. During the Relevant Period, Spence's solicitations involved exaggerations of his 

trading track record and ability to generate outsize returns. 

3 7. In or around January 2018, in soliciting participation in CS, Spence touted his 

ability to trade successfully over the course of 2018 the funds that customers gave him to trade 

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"20x"-that is, to trade so successfully and lucratively as to return 2,000% of a customer's 

investment by year end. 

38. In or around March 20 I 8, in a CS chatroom, the CS Mex Fund was touted as 

having averaged more than I 0% in weekly profits for at least two months. 

39. Around the same time, Spence solicited a customer by touting his consistent 

trading gains of approximately 10% per month. 

40. Spence claimed to another prospective customer that he achieved his gains 

through trading virtual currencies profitably based on market volatility. 

41. These and other statements were false and misleading representations and omitted 

material facts. 

42. In fact, for the period January through March 2018, Spence's CS Mex accounts' 

trading records reflect unsuccessful virtual currency trading that resulted in significant losses 

well in excess of $1,000,000 (the trading records reported these losses as more than 160 bitcoin, 

as the records' convention was to reflect all profit and losses from trading of bitcoin, ether, and 

other virtual currencies as denominated in bitcoin). 

43. During the Relevant Period, Spence's solicitations also involved substantial 

overstatements of the amount of his assets under management. 

44. These and other statements were false and misleading representations and 

omissions of material facts. 

45. For example, in or around early 2018, Spence told one prospective customer that 

Spence had approximately $8 million in assets under management. 

46. In fact, during the Relevant Period, Spence's net balances at his CS Mex accounts 

and his CS Alt accounts never exceeded approximately $2 million. As of March 31, 2018, 

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Spence's assets under management in those accounts was less than $1 million, and as of 

September 30, 2018, Spence's assets under management in those accounts had dwindled to 

virtual currency worth less than approximately $20,000 using the then-prevailing valuation. 

47. Spence's solicitations also failed to disclose to customers that Spence was 

misappropriating customer funds. 

48. For example, Spence stated to customers that he requested a voluntary payment 

equal to 15% of customer profits, which Spence referred to as a "Tip." 

49. These and other of Spence's statements concerning his compensation were false 

and misleading representations and omissions of material facts. 

50. In fact, customers generally were automatically charged the 15% fee based on 

Spence's purported profitable trading. 

51. But because Spence suffered trading losses, Spence was not entitled to such fees. 

Any "Tips" Spence paid himself based on fictitious profits were, in fact, paid from customer 

funds and therefore misappropriated. 

52. For example, in or around September 2018, the CS Bot reported to one customer 

that as a result of Spence's purportedly successful trading during that "round," the customer's CS 

Mex Fund was charged approximately a .5 bitcoin "Tip" based on Spence's then "(c]urrent 

[r]ound [g]ain" of more than 5%. 

53. In fact, as of that date, the CS Mex accounts records show Spence's unsuccessful 

virtual currency trading had resulted in losses equivalent to more than $250,000 (the records 

reflect these losses, denominated by convention in bitcoin, as more than forty bitcoin). 
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54. Similarly, like all Ponzi schemes, because Spence suffered trading losses, 

customer withdrawals during the Relevant Period based on the purported profits in fact were 

funds misappropriated from other customers. 

55. Spence made these and other false and misleading representations and omissions 

of material facts to prospective customers directly and through agents during the Relevant Period 

in person, by telephone, and online. 

56. Spence made these and other false and misleading representations and omissions 

of material facts to prospective customers as well as existing customers directly and through 

agents knowingly or with reckless disregard for the truth. 

Spence Misrepresented the Performance and Balance of the Funds 

57. During the Relevant Period, by the CS Bot and otherwise, Spence caused 

numerous reports to be issued to customers claiming that their accounts or the overall balance of 

the funds had increased in value. 

58. These reports were false and misleading. 

59. For example, in or around September 2018, the CS Bot reported to one customer 

that as a result of Spence's purportedly successful virtual currency trading during that "round," 

the customer's CS Mex Fund deposit of more than fifty-five bitcoin (equivalent to more than 

approximately $325,000 using the then-prevailing valuation) had enjoyed profits of more than 

5%, and that the value of the customer's deposit had increased by more than 12% in a matter of 

weeks. 

60. In fact, for the month of September 2018, the CS Mex accounts records show 

Spence's unsuccessful virtual currency trading had resulted in losses equivalent to more than 

$250,000 (the records reflect these losses, denominated by convention in bitcoin, as in excess of 

forty bitcoin). 

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61. Similarly, Spence caused one customer to receive a report stating that the 

customer's initial investment had increased in value by more than 7% in a matter of weeks due to 

Spence's purported successful virtual currency trading. 

62. In fact, from that customer's initial investment to around the time of the additional 

investment, the CS Mex accounts records show that Spence's virtual currency trading had 

resulted in losses equivalent to approximately $600,000 to $700,000 (the records reflect these 

losses, denominated by convention in bitcoin, as approximately 100 bitcoin). 

63. By indicating that customers' accounts virtually always increased in value each 

"round," the statements also served as fraudulent solicitations for customers to invest additional 

funds with Spence. 

64. For example, as a result ofreceiving a false and misleading report of 7% growth 

in a matter of weeks, a customer invested an additional more than sixty bitcoin ( equivalent to 

more than approximately $375,000 using the then-prevailing valuation) in Spence's CS Mex 

Fund. 

65. On or about October 1, 2018, Spence claimed to customers in a CS chatroom that 

over the previous nine months the CS Mex Fund had grown "from just l0btcs to 1300btcs 

today." 

66. As of on or about October 1, 2018, 1,300 bitcoin was approximately equivalent to 

more than $8 million using the then-prevailing valuation. 

67. In fact, on or about October 1, 2018, the total balance in the CS Mex accounts and 

the CS Alt accounts was approximately one bitcoin (equivalent to approximately $6,500 using 

the then-prevailing valuation). 

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68. Spence made these and other false and misleading representations and omissions 

of material facts to customers directly and through agents during the Relevant Period in person, 

by telephone, and online. 

69. Spence made these and other false and misleading representations and omissions 

of material facts to customers directly and through agents knowingly or with reckless disregard 

for the truth. 

Spence's False and Misleading Claims of a Hack 

70. Beginning in or around August 2018, when customers requested withdrawals of 

the investments, Spence offered a series of excuses for delays in repayment, falsely represented 

that there were sufficient balances in CS 's bitcoin accounts, and failed to pay redemption 

requests from customers. 

71. In or about Fall 2018, to explain delays in meeting customers' withdrawal 

demands, Spence represented that CS had experienced a security issue-a "hack"-that caused 

approximately forty bitcoin in losses (approximately equivalent to more than $250,000 using the 

then-prevailing valuation). 

72. In or about November 2018, Spence represented that the "hack" actually had 

resulted in approximately 150 bitcoin in losses ( approximately equivalent to $1,000,000 using 

the then-prevailing valuation). 

73. These statements were false and misleading. 

74. In fact, on and around the date of the purported hack, the total balance in the CS 

Mex accounts and the CS Alt accounts never reached 150 bitcoin (approximately equivalent to 

$1,000,000 using the then-prevailing valuation). 

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75. Around the date of the purported hack, records of the CS Mex accounts and CS 

Alt accounts reflect no withdrawals of approximately 150 bitcoin, whether attributable to a 

"hack" or not. 

76. In fact, the CS Mex accounts records for September 2018 reflect virtual currency 

trading losses-not a "hack"-in excess of $250,000 (records reflect these losses, denominated 

by convention in bitcoin, as more than forty bitcoin). 

77. Spence made these and other false and misleading representations and omissions 

of material facts to customers concerning the "hack" directly and through agents during the 

Relevant Period. 

78. Spence made these and other false and misleading representations and omissions 

of material facts to customers directly and through agents knowingly or with reckless disregard 

for the truth. 

Spence's False and Misleading "Proofs of Funds" 

79. On or about November 4, 2018, in an effort to reassure customers that they would 

receive their full balances soon, Spence stated to customers that "since the beginning the [M]ex 

[F]und is up almost 500btcs [sic]." 

80. This statement was false and misleading. 

81. In fact, from the opening of the CS Mex accounts through on or about November 

4, 2018, the CS Mex Fund trade records show virtual currency trading losses of more than 

approximately $1,400,000 (the records reflect these losses, denominated by convention in 

bitcoin, as more than 200 bitcoin). 

82. In late 2018, to substantiate his claims of sufficient remaining assets to return 

customers' balances, Spence provided purported proofs of funds to his agents for them to convey 

to the customers. 

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83. Spence's agents then conveyed the sum and substance of these purported proofs 

to customers. 

84. These purported proofs of funds were false and misleading. 

85. For example, in or about November 2018, Spence showed purported screenshots 

of the CS Mex accounts reflecting balances totaling in excess of several hundred bitcoin 

(equivalent to more than approximately $3,000,000 using the then-prevailing valuation). This 

information in sum and substance was conveyed to customers. 

86. In fact, through November 2018, Spence's bitcoin, ether, and other virtual 

currency trading had resulted in the equivalent of hundreds of bitcoin in losses. 

87. In fact, at no point during November 2018 did the balance of the CS Mex 

accounts exceed ten bitcoin, much less the several hundred bitcoin that Spence had represented. 

88. Spence made these and other false and misleading representations and omissions 

of material facts to customers concerning the "proofs of funds" directly and through agents 

during the Relevant Period. 

89. Spence made these and other false and misleading representations and omissions 

of material facts to customers directly and through agents knowingly or with reckless disregard 

for the truth. 

Spence's Admissions of His Lies and Deceit 

90. In late 2018, after numerous efforts to conceal his misconduct and to forestall 

customers' withdrawal requests, Spence admitted to deceiving and misleading his customers. 

91. In or around that time, in a chat to CS customers, Spence admitted, "I've spent the 

past two months trying to hide my drawdowns with lies and deceit." 

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92. Also in or around that time in a chat to CS customers, Spence acknowledged that 

he had concealed and misrepresented losses to his customers, admitting, "I should have been 

more honest with my losses." 

93. In or around that time, Spence claimed that he had lied about the size of the 

purported hack and had downplayed it to deceive his customers. 

94. In or around that time, Spence also claimed that, contrary to the conservative 

strategy and prompt realization of profits he had represented to customers, he had opened and 

held a long bitcoin position that had suffered significant losses. 

B. Conclusions of Law 

Jurisdiction and Venue 

95. This Court has jurisdiction over this action under 28 U.S.C. § 1331 (federal 

question jurisdiction) and 28 U.S.C. § 1345 ( district courts have original jurisdiction over civil 

actions commenced by the United States or by any agency expressly authorized to sue by Act of 

Congress). In addition, Section 6c(a) of the Act, 7 U.S.C. § 13a-l(a), authorizes the Commission 

to seek injunctive and other relief against any person whenever it appears to the Commission that 

such person has engaged, is engaging, or is about to engage in any act or practice constituting a 

violation of any provision of the Act or any rule, regulation, or order thereunder. 

96. Venue properly lies with this Court pursuant to Section 6c(e) of the Act, 

7 U.S.C. § 13a-l(e), because Spence is found in, inhabits, or transacts business in this District, or 

because acts and practices in violation of the Act occurred, are occurring, or are about to occur, 

within this District. 

Fraud by Deceptive Device or Contrivance 

97. 7 U.S.C. § 9(1), makes it unlawful for any person, directly or indirectly, to: 

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[U]se or employ, or attempt to use or employ, in connection with 

any swap, or a contract of sale of any commodity in interstate 

commerce, or for future delivery on or subject to the rules of any 

registered entity, any manipulative or deceptive device or 

contrivance, in contravention of such rules and regulations as the 

Commission shall promulgate by not later than 1 year after [July 21 , 

2010, the date of enactment of the Dodd-Frank Wall Street Reform 

and Consumer Protection Act] .... 

98. 17 C.F.R. § 180.l(a), provides: 

It shall be unlawful for any person, directly or indirectly, in 

connection with any swap, or contract of sale of any commodity in 

interstate commerce, or contract for future delivery on or subject to 

the rules of any registered entity, to intentionally or recklessly: 

(1) Use or employ, or attempt to use or employ, any manipulative 

device, scheme, or artifice to defraud; 

(2) Make, or attempt to make, any untrue or misleading statement of 

a material fact or to omit to state a material fact necessary in order 

to make the statements made not untrue or misleading; 

(3) Engage, or attempt to engage, in any act, practice, or course of 

business, which operates or would operate as a fraud or deceit upon 

any person .. .. 

99. By the conduct described above and in the Complaint, Spence violated 

7 U.S.C. § 9(1) and 17 C.F.R. § 180.l(a)(l)-(3) by, among other things, in connection with 

swaps, contracts of sale of commodities in interstate commerce (including virtual currencies such 

as bitcoin and ether. each a commodity in interstate commerce), and/or for future delivery on or 

subject to the rules of any registered entity, intentionally or recklessly making or attempting to 

make untrue or misleading statements of material fact or omitting to state or attempting to omit 

material facts necessary in order to make statements made not untrue or misleading, such as the 

following: 

A. Issuing performance statements and updates misrepresenting the supposed amount 

ofbitcoins and profits in each customer's purported account(s); 

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B. Misrepresenting the amount of assets under management to prospective and 

existing customers; 

C. Misrepresenting the profitability of Spence's virtual currency trading to 

prospective and existing customers; 

D. Failing to disclose, and omitting, that Spence's trading did not achieve the 

advertised performance and returns for customers; 

E. Failing to disclose, and omitting, that Spence was not investing customers' funds 

as promised but rather using their funds to pay other customers; and 

F. Failing to disclose, and omitting, that Spence was misappropriating customers' 

funds. 

100. By the conduct described above and in the Complaint, Spence violated 

7 U.S.C. § 9(1) and 17 C.F.R. § 180.l(a)(l}-{3) by, among other things, in connection with 

swaps, contracts of sale of commodities in interstate commerce (including virtual currencies such 

as bitcoin and ether, each a commodity in interstate commerce), and/or for future delivery on or 

subject to the rules of any registered entity, soliciting customers with false and misleading 

performance statements and promises of future performance; misrepresenting and omitting 

material facts in communications with customers regarding the use of customers' funds; and 

misappropriating customers' funds. Spence engaged in the acts and practices described above 

and in the Complaint willfully, intentionally, or recklessly 

101. Unless restrained and enjoined by this Court, there is a reasonable likelihood that 

Spence will continue to engage in the acts and practices alleged in the Complaint and in similar 

acts and practices in violation of the Act and Regulations. 

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IV. PERMANENT INJUNCTION 

IT IS HEREBY ORDERED THAT: 

102. Based upon and in connection with the foregoing conduct, pursuant to Section 6c 

of the Act, 7 U.S.C. § 13a-1, Spence is permanently restrained, enjoined and prohibited from 

directly or indirectly: 

a. directly or indirectly, in connection with any swap, or contract of sale of any 

commodity in interstate commerce, or contract for future delivery on or subject to 

the rules of any registered entity, intentionally or recklessly: 

1. using or employing, or attempting to use or employ, any manipulative 

device, scheme, or artifice to defraud; 

2. making, or attempting to make, any untrue or misleading statement of a 

material fact or to omit to state a material fact necessary in order to make 

the statements made not untrue or misleading; and 

3. engaging, or attempting to engage, in any act, practice, or course of 

business, which operates or would operate as a fraud or deceit upon any 

person, 

in violation of Section 6(c)(l) of the Act, 7 U.S.C. § 9(1), and Regulation 180.l(a)(l)-(3), 

17 C.F.R. § 180.l(a)(l)-(3) (2021). 

103. Spence is also permanently restrained, enjoined and prohibited from directly or 

indirectly: 

a. Trading on or subject to the rules of any registered entity (as that term is defined 

in Section la(40) of the Act, 7 U.S.C. § la(40)); 

b. Entering into any transactions involving "commodity interests" (as that term is 

defined in Regulation 1.3, 17 C.F.R. § 1.3) and/or the virtual currencies bitcoin or 

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ether, for his own personal account or for any account in which he has a direct or 

indirect interest; 

c. Having any commodity interests and/or the virtual currencies bitcoin or ether 

traded on his behalf; 

d. Controlling or directing the trading for or on behalf of any other person or entity, 

whether by power of attorney or otherwise, in any account involving commodity 

interests and/or the virtual currencies bitcoin or ether; 

e. Soliciting, receiving or accepting any funds from any person for the purpose of 

purchasing or selling any commodity interests and/or the virtual currencies bitcoin 

or ether; 

f. Applying for registration or claiming exemption from registration with the 

Commission in any capacity, and engaging in any activity requiring such 

registration or exemption from registration with the Commission, except as 

provided for in Regulation 4.14(a)(9), 17 C.F.R. § 4.14(a)(9) (2021); and/or 

g. Acting as a principal (as that term is defined in Regulation 3.l(a), 17 C.F.R. 

§ 3.l(a) (2021)), agent or any other officer or employee of any person (as that 

term is defined in 7 U.S.C. § la(38)), registered, exempted from registration or 

required to be registered with the Commission except as provided for in 17 C.F.R. 

§ 4.14(a)(9). 

V. RESTITUTION PENALTY 

A. Restitution 

104. Spence shall pay restitution in the amount of two million eight hundred fortyseven thousand seven hundred forty-three dollars ($2,847,743.00) ("Restitution Obligation") to 

the CS customers. If the Restitution Obligation is not paid immediately, post-judgment interest 

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shall accrue on the Restitution Obligation beginning on the date of entry of this Consent Order 

and shall be determined by using the Treasury Bill rate prevailing on the date of entry of this 

Consent Order pursuant to 28 U.S.C. § 1961. 

l 05. For amounts disbursed to Spence's customers as a result of satisfaction of any 

restitution ordered in the Criminal Action, Spence shall receive a dollar-for-dollar credit against 

the Restitution Obligation. Within ten days of disbursement in the Criminal Action to Spence's 

customers, Spence shall, under a cover letter that identifies the name and docket number of this 

proceeding, transmit to the Chief Financial Officer, Commodity Futures Trading Commission, 

Three Lafayette Centre, 1155 21st Street, NW, Washington, D.C. 20581, and the Office of 

Administration, National Futures Association, 300 South Riverside Plaza, Suite 1800, Chicago, 

Illinois 60606, copies of the form of payment to those customers. 

106. To effect payment of the Restitution Obligation and the distribution of any 

restitution payments to Spence's customers, the Court appoints the National Futures Association 

("NF A") as Monitor ("Monitor"). The Monitor shall receive restitution payments from Spence 

and make distributions as set forth below. Because the Monitor is acting as an officer of this 

Court in performing these services, the NF A shall not be liable for any action or inaction arising 

from NF A's appointment as Monitor, other than actions involving fraud. 

107. Spence shall make Restitution Obligation payments, and any post-judgment 

interest payments, under this Consent Order to the Monitor in the name " Spence Restitution 

Fund" and shall send such payments by electronic funds transfer, or by U.S. postal money order, 

certified check, bank cashier's check, or bank money order, to the Office of Administration, 

National Futures Association, 300 South Riverside Plaza, Suite 1800, Chicago, Illinois 60606 

under cover letter that identifies the paying Spence and the name and docket number of this 

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proceeding. Spence shall simultaneously transmit copies of the cover letter and the form of 

payment to the Chief Financial Officer, Commodity Futures Trading Commission, Three 

Lafayette Centre, 1155 21st Street, NW, Washington, D.C. 20581. 

I 08. The Monitor shall oversee the Restitution Obligation and shall have the discretion 

to determine the manner of distribution of such funds in an equitable fashion to Spence's 

customers identified by the Commission or may defer distribution until such time as the Monitor 

deems appropriate. 

109. Spence shall cooperate with the Monitor as appropriate to provide such 

information as the Monitor deems necessary and appropriate to identify Spence's customers to 

whom the Monitor, in its sole discretion, may determine to include in any plan for distribution of 

any Restitution Obligation payments. Spence shall execute any documents necessary to release 

funds that he has in any repository, bank, investment or other financial institution, wherever 

located, in order to make partial or total payment toward the Restitution Obligation. 

110. The Monitor shall provide the Commission at the beginning of each calendar year 

with a report detailing the disbursement of funds to Spence's customers during the previous year. 

The Monitor shall transmit this report under a cover letter that identifies the name and docket 

number of this proceeding to the Chief Financial Officer, Commodity Futures Trading 

Commission, Three Lafayette Centre, 1155 21st Street, NW, Washington, D.C. 20581. 

111. The amounts payable to each customer shall not limit the ability of any customer 

from proving that a greater amount is owed from Spence or any other person or entity, and 

nothing herein shall be construed in any way to limit or abridge the rights of any customer that 

exist under state or common law. 

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112. Pursuant to Rule 71 of the Federal Rules of Civil Procedure, each customer of 

Spence who suffered a loss is explicitly made an intended third-party beneficiary of this Consent 

Order and may seek to enforce obedience of this Consent Order to obtain satisfaction of any 

portion of the restitution that has not been paid by Spence to ensure continued compliance with 

any provision of this Consent Order and to hold Spence in contempt for any violations of any 

provision of this Consent Order. 

113. To the extent that any funds accrue to the U.S. Treasury for satisfaction of 

Spence's Restitution Obligation, such funds shall be transferred to the Monitor for disbursement 

in accordance with the procedures set forth above. 

B. Provisions Related to Monetary Sanctions 

114. Partial Satisfaction: Acceptance by the Commission/CFTC or the Monitor of any 

partial payment of Spence's Restitution Obligation shall not be deemed a waiver of his 

obligation to make further payments pursuant to this Consent Order, or a waiver of the 

Commission/CFTC's right to seek to compel payment of any remaining balance. 

VI. MISCELLANEOUS PROVISIONS 

115. Notice: All notices required to be given by any provision in this Consent Order 

shall be sent certified mail, return receipt requested, as follows: 

Notice to Commission: 

Manal M. Sultan, Deputy Director 

Division of Enforcement 

Commodity Futures Trading Commission 

290 Broadway, 6th Floor 

New York, NY 10007 

Notice to NF A: 

Daniel Driscoll, Special Policy Advisor 

Suzanne Cech 

National Futures Association 

300 S. Riverside Plaza, Suite 1800 

Chicago, IL 60606-344 7 

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Case 1:21-cv-00699-JGK Document 39 Filed 11/29/22 Page 24 of 27

action. 

Case 1:21-cv-00699-JGK Document 35-2 Filed 11/15/22 Page 24 of 27 

Notice to Defendant Spence: 

Jeremy Spence 

11 Pleasant Street 

Bristol, R1 02809 

All such notices to the Commission shall reference the name and docket number of this 

116. Change of Address/Phone: Until such time as Spence satisfies in full his 

Restitution Obligation as set forth in this Consent Order, Spence shall provide written notice to 

the Commission by certified mail of any change to his telephone number and mailing address 

within ten calendar days of the change. 

117. Entire Agreement and Amendments: This Consent Order incorporates all of the 

terms and conditions of the settlement among the parties hereto to date. Nothing shall serve to 

amend or modify this Consent Order in any respect whatsoever, unless: (a) reduced to writing; 

(b) signed by all parties hereto; and ( c) approved by order of this Court. 

118. Invalidation: If any provision of this Consent Order or if the application of any 

provision or circumstance is held invalid, then the remainder of this Consent Order and the 

application of the provision to any other person or circumstance shall not be affected by the 

holding. 

119. Waiver: The failure of any party to this Consent Order or of any customer at any 

time to require performance of any provision of this Consent Order shall in no manner affect the 

right of the party or customer at a later time to enforce the same or any other provision of this 

Consent Order. No waiver in one or more instances of the breach of any provision contained in 

this Consent Order shall be deemed to be or construed as a further or continuing waiver of such 

breach or waiver of the breach of any other provision of this Consent Order. 

120. Waiver of Service, and Acknowledgement: Spence waives service of this 

Consent Order and agrees that entry of this Consent Order by the Court and filing with the Clerk 

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of the Court will constitute notice to Spence of its terms and conditions. Spence further agrees to 

provide counsel for the Commission, within thirty days after this Consent Order is filed with the 

Clerk of Court, with an affidavit or declaration stating that Spence has received and read a copy 

of this Consent Order. 

121. Continuing Jurisdiction of this Court: This Court shall retain jurisdiction of this 

action to ensure compliance with this Consent Order and for all other purposes related to this 

action, including any motion by Spence to modify or for relief from the terms of this Consent 

Order. 

122. Injunctive and Equitable Relief Provisions: The injunctive and equitable relief 

provisions of this Consent Order shall be binding upon Spence, upon any person under his 

authority or control, and upon any person who receives actual notice of this Consent Order, by 

personal service, e-mail, facsimile or otherwise insofar as he or she is acting in active concert or 

participation with Spence. 

123. Counterparts and Facsimile Execution: This Consent Order may be executed in 

two or more counterparts, all of which shall be considered one and the same agreement and shall 

become effective when one or more counterparts have been signed by each of the parties hereto 

and delivered (by facsimile, e-mail, or otherwise) to the other party, it being understood that all 

parties need not sign the same counterpart. Any counterpart or other signature to this Consent 

Order that is delivered by any means shall be deemed for all purposes as constituting good and 

valid execution and delivery by such party of this Consent Order. 

124. Contempt: Spence understands that the terms of the Consent Order are 

enforceable through contempt proceedings, and that, in any such proceedings he may not 

challenge the validity of this Consent Order. 

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125. Agreements and Undertakings: Spence shall comply with all of the undertakings 

and agreements set forth in this Consent Order. 

There being no just reason for delay, the Clerk of the Court is hereby ordered to enter this 

Consent Order for Permanent Injunction and Other Equitable Relief Against Defendant Jeremy 

Spence forthwith and without further notice. 

DISTRICT JUDGE 

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CONSENTED TO .AND APPROVED BY: 

Chief Trial Attorney 

Commodity FutQres Trading Commission 

290 Broadway, 6t1i Floor 

New York, NY 10007 

(646) 746-9738 

(646) 746-9888 (facsimile) 

ktomer@cftc.g9v 

Date: //// 5 /:) ;)__ 7 

27