UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

COMMODITY FUTURES TRADING 

COMMISSION, 

Plaintiff,

v.

STEPHEN EHRLICH,

Defendant.

Civil Action No. 1:23-cv-8962

COMPLAINT FOR INJUNCTIVE 

AND OTHER EQUITABLE RELIEF 

AND FOR CIVIL MONETARY 

PENALTIES UNDER THE 

COMMODITY EXCHANGE ACT 

AND COMMISSION REGULATIONS

JURY TRIAL DEMANDED

I. INTRODUCTION

1. From at least February 28, 2022 through at least July 5, 2022 (the “Relevant

Period”), Voyager Digital Ltd. (“Voyager Ltd.”), Voyager Digital Holdings, Inc. (“Voyager

Holdings”), and Voyager Digital, LLC (“Voyager LLC”) (collectively, with any predecessor

companies, acting as the common enterprise “Voyager”), along with Voyager Chief Executive

Officer Stephen Ehrlich (“Ehrlich”), fraudulently solicited participation in and operated a digital

asset trading and custody platform (the “Voyager Platform”) in a manner that resulted in

Voyager’s bankruptcy, owing its U.S. customers over $1.7 billion.

2. From mid-2018 and continuing through the Relevant Period, Voyager marketed

and operated the Voyager Platform, which allowed customers in the United States to purchase,

sell, trade, and store various digital asset commodities on the Voyager Platform.

3. In an effort to win potential customers’ business, Ehrlich and Voyager (by and

through Ehrlich and other employees and agents) portrayed Voyager as a safe and trustworthy

custodian of customers’ digital assets. On Voyager’s website (www.investvoyager.com), in

press releases, and elsewhere, Ehrlich and Voyager represented to potential customers that the

Voyager Platform would serve as a “safe haven” for their digital assets in an otherwise volatile

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market environment and that Voyager would operate with the “same level of rigor and trust” as

traditional financial institutions. These promises of safety and responsibility were central to

Voyager’s marketing of its platform.

4. Voyager also promised customers a high-yield return on certain stored digital

asset commodities. Since approximately October 2019, Voyager operated a program (the

“Rewards Program”), which promised customers who held certain digital assets on the Voyager

Platform a return (or “reward”) as high as 12%. Voyager emphasized that its rewards rates were

“a significant premium to traditional savings accounts, especially with interest rates near zero,”

and represented that the Voyager Platform offered a straightforward mechanism to keep

customer assets safe while also maximizing the assets’ value. Throughout the operation of the

Rewards Program, Ehrlich and Voyager promised customers that assets would be treated safely

and responsibly.

5. Based on Ehrlich and Voyager’s promises of high-yield returns and responsible

safekeeping, the Voyager Platform facilitated the sale, purchase, and storing of billions of

dollars’ worth of digital asset commodities. During the Relevant Period, the value of the digital

asset commodities customers stored on the Voyager Platform often exceeded $2 billion. During

the same time, Ehrlich and Voyager engaged in a pattern of making misleading and false

statements to induce customers to store and not withdraw their digital asset commodities from

the Voyager Platform. Behind the scenes, at Ehrlich’s direction and approval, Voyager took

excessive risks with customer assets. Voyager pooled customer assets stored on the Voyager

Platform and conveyed billions of dollars’ worth of pooled customer Bitcoin (“BTC”), USD

Coin (“USDC”), and other digital asset commodities to high-risk third parties in exchange for

returns to fund the Rewards Program. In some cases, Voyager made unsecured transfers in

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sufficient volume to bankrupt Voyager in the event of non-repayment. As part of this practice,

undisclosed to its customers, Voyager conveyed pooled customer assets to counterparties at high

risk of default, including Firm A (now bankrupt), Firm B (the now-bankrupt trading arm of a

now-bankrupt digital asset trading platform), Firm C (now bankrupt), and Firm D (now

bankrupt). Voyager inaccurately determined each counterparty was low risk. Voyager personnel

lacked sufficient experience assessing counterparty risk and conducted grossly insufficient due

diligence on its counterparties. 

6. Voyager’s reckless transfers led to its own demise. In early 2022, Voyager (with

Ehrlich’s direction and approval) transferred over $300 million in customer BTC and

$350 million in customer USDC to Firm A (a digital assets hedge fund). Voyager personnel

believed a relationship with Firm A would be “huge” for Voyager’s business—despite that

Firm A cautioned in a prominent disclaimer before entering its website that there was a “high

degree of risk involved” in investing with Firm A and that investors should be prepared to

potentially lose “all the money” invested with Firm A. Firm A’s website further described that

Firm A participated in various high-risk, volatile digital asset markets.

7. Prior to conveying pooled customer assets to Firm A, Voyager provided Firm A a

short due diligence questionnaire (“DDQ”) requesting audited financial statements and asking

several additional questions regarding Firm A’s business. However, Firm A refused to provide

any financial statements (much less audited ones) in response to Voyager’s request. Instead,

Firm A sent Voyager a one-sentence letter titled “AUM Letter” (“AUM” refers to “assets under

management”) purporting to list Firm A’s net asset value, with no supporting documentation. 

Firm A eventually sent short (typically several-word) responses to various DDQ questions. 

Nevertheless, Ehrlich and Voyager’s Loan Risk Committee (which Ehrlich chaired) approved

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hundreds of millions of dollars’ worth of “loans” of pooled customer assets to Firm A. 

Ultimately, Firm A itself went bankrupt due to the failure of its high-risk trading strategies,

including trading on derivatives trading platforms, and defaulted on its obligations to Voyager,

failing to repay any of the digital asset commodities transferred to it.

8. Ehrlich and Voyager embarked on an intentional effort to conceal from its

customers its exposure to Firm A and its own precarious financial position. On June 12, 2022,

Voyager’s official Twitter account tweeted (and Ehrlich retweeted) the misleading assertion that

“[a]ll Voyager products and services are fully operational and remain unaffected by current

market conditions.” The next day, Voyager recalled some pooled customer assets from Firm A. 

Voyager recalled all of its remaining pooled customer assets from Firm A on the morning of

June 14. That same day, Voyager issued a press release omitting any mention of Firm A; falsely

stating that it was “not involved” in the various speculative crypto investments in which Firm A

participated; and quoting Ehrlich, who falsely stated that Voyager was “in a good position to

weather this market cycle and protect customer assets.”

9. The same day, Ehrlich tweeted from his personal Twitter account an article

headlined “EXCLUSIVE: Voyager Digital CEO Says ‘Customer Assets Are Safe’ Amid Crypto

Collapse.” The article quoted Ehrlich as stating, “Our financials are public. You can see

everything about us.” Ehrlich’s representation was false. Voyager’s relationship with Firm A

was not confirmable in Voyager’s public financials. Voyager’s public financials described

Firm A only by geographic location: “Singapore.” Voyager’s public financials also misstated

Voyager’s active exposure to Firm A; public financials indicated the Singapore counterparty held

$326 million in Voyager customer digital assets. Voyager’s true exposure at the time was over

$685 million.

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10. Over the next month, Voyager, at Ehrlich’s direction, continued to omit key

details regarding its exposure to Firm A and its going-forward ability to operate and honor

customer withdrawals. When Canadian securities regulators (with whom Voyager

communicated given Voyager Digital Ltd.’s public listing on the Toronto Stock Exchange)

repeatedly inquired how Voyager could justify not sharing more detailed financial information

with the public in light of its exposure to Firm A, Voyager explained that if customers possessed

accurate information regarding Voyager’s exposure to Firm A and its own deteriorating financial

condition, customers would likely withdraw their assets from the Voyager Platform, resulting in

Voyager’s failure.

11. Internally, Voyager scrambled to recoup pooled customer assets from other

counterparties to meet its obligations to its customers while also encouraging and monitoring the

flow of new digital asset purchases and transfers by its customers on the Voyager Platform. 

Voyager was deeply concerned that the pace of customer withdrawals would exceed the amount

of deposits and funds available to it. Voyager’s mad dash to fatten the Voyager Platform while

concealing its actual financial condition was, by this stage, indistinguishable from a Ponzi

scheme.

12. Ultimately, as a result of the Firm A default, Voyager went bankrupt.

13. Voyager operated a commodity pool (“Voyager Pool”). Voyager pooled assets

purchased by Voyager customers, and Voyager did so for the purpose of lending digital assets to

third parties to trade, among other things, commodity interests for the benefit of Voyager’s

customers (“pool participants”) and acted as an unregistered commodity pool operator (“CPO”)

of the Voyager Pool by soliciting, accepting, or receiving assets for the purpose of trading

commodity interests.

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14. Ehrlich operated as an unregistered associated person (“AP”) of Voyager (an

unregistered CPO), by soliciting members of the public to participate in the Voyager Pool.

15. Through this conduct, Ehrlich and Voyager, by and through Ehrlich and other

employees and agents, engaged, is engaging, or is about to engage in fraudulent and additional

acts and practices in violation of the Commodity Exchange Act (“Act”), 7 U.S.C. §§ 1–26, and

Commission Regulations (“Regulations”), 17 C.F.R. pts. 1–190 (2022), specifically

Sections 4k(2), 4m(1), 4o(1)(A)–(B), and 6(c)(1) of the Act, 7 U.S.C. §§ 6k(2), 6m(1), 6o(1)(A)–

(B), 9(1), and Regulations 4.21(a)(1) and 180.1(a)(1)–(3), 17 C.F.R. §§ 4.21(a)(1), 180.1(a)(1)–

(3) (2022). In addition, Ehrlich, as a controlling person of Voyager who did not act in good faith

or knowingly induced the violations, is liable for each of Voyager’s violations, pursuant to

Section 13(b) of the Act, 7 U.S.C. § 13c(b).

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

brings this action to enjoin such acts and practices and compel compliance with the Act. 

In addition, the Commission seeks civil monetary penalties and remedial ancillary relief,

including, but not limited to, trading and registration bans, restitution, disgorgement, rescission,

pre- and post-judgment interest, and such other relief as the Court may deem necessary and

appropriate.

17. Unless restrained and enjoined by this Court, Defendant is likely to continue to

engage in the acts and practices alleged in this Complaint and similar acts and practices, as more

fully described below.

II. JURISDICTION AND VENUE

18. Jurisdiction. 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

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by Act of Congress). In addition, Section 6c(a) of the Act, 7 U.S.C. § 13a-1(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.

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

7 U.S.C. § 13a-1(e), because Defendant is found in, inhabits, or transacts business in this

District, and because acts and practices in violation of the Act occurred, are occurring, or are

about to occur, within this District.

III. THE PARTIES AND ADDITIONAL RELEVANT ENTITIES

A. The Parties

20. Plaintiff Commodity Futures Trading Commission (“Commission” or

“CFTC”) is an independent federal regulatory agency that is charged by Congress with the

administration and enforcement of the Act and Regulations. The Commission maintains its

principal office at Three Lafayette Centre, 1155 21st Street, N.W. Washington, D.C. 20581.

21. Defendant Stephen Ehrlich, a resident of Tennessee, is the co-founder and

former Chief Executive Officer of Voyager Digital Ltd., Voyager Digital Holdings, Inc., and

Voyager Digital, LLC, positions he held since at least mid-2018 and continuing through the

Relevant Period. As Chief Executive Officer, Ehrlich controlled each of the Voyager entities. 

Ehrlich has never been registered with the Commission.

B. The Voyager Entities

22. Voyager Digital Ltd. is a Canadian corporation with its principal place of

business in New York. Voyager Ltd. is a public company which traded on the Toronto Stock

Exchange (“TSX”) under the stock ticker VOYG until approximately July 7, 2022, when TSX

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notified Voyager Ltd. that TSX would review the eligibility of Voyager Ltd.’s common shares

for continued listing on the TSX as a result of Voyager Ltd.’s bankruptcy filing, and

Voyager Ltd. notified the TSX that it was voluntarily delisting its common shares on the TSX. 

On July 15, 2022, Voyager Ltd. announced that its common shares had resumed trading on the

OTC Pink Sheets under the new ticker symbol “VYGVQ.” Voyager Ltd. (along with Voyager

Holdings and Voyager LLC) filed for bankruptcy in July 2022 in connection with the conduct

described herein. See In re Voyager Digital Holdings, Inc., No. 22-10943-mew (Bankr.

S.D.N.Y. filed July 5, 2022) (Jointly Administered) (the “Bankruptcy Case”). The Bankruptcy

Court in the Bankruptcy Case has confirmed an amended bankruptcy plan providing for each

Voyager entity’s liquidation and has approved Voyager’s liquidation procedures. See id.,

ECF Nos. 1166, 1398. Voyager Ltd. has never been registered with the Commission.

23. Voyager Digital Holdings, Inc. is a Delaware corporation with its principal place

of business in New York. Voyager Holdings is a wholly owned subsidiary of Voyager Ltd. 

As set forth above, Voyager Holdings filed for bankruptcy in July 2022 in connection with the

conduct described herein. Voyager Holdings has never been registered with the Commission.

24. Voyager Digital, LLC is a Delaware limited liability company with its principal

place of business in New York. Voyager LLC is a wholly owned subsidiary of

Voyager Holdings. As set forth above, Voyager LLC filed for bankruptcy in July 2022 in

connection with the conduct described herein. Voyager LLC has never been registered with the

Commission.

IV. FACTS

A. Overview of Digital Assets

25. A digital asset is anything that can be stored and transmitted electronically and

has associated ownership or use rights. Digital assets include virtual currencies, such as BTC

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and USDC, which are digital representations of value that function as mediums of exchange,

units of account, and/or stores of value.

26. Certain digital assets are “commodities”, including BTC, USDC, and others, as

defined under Section 1a(9) of the Act, 7 U.S.C. § 1a(9).

27. Commodity options are “swaps” as defined under Section 1a(47) of the Act,

7 U.S.C. § 1a(47).

B. Overview of Voyager’s Business and Rewards Program

28. Starting in mid-2018 and continuing through the Relevant Period, Voyager

marketed and operated the Voyager Platform, which allowed customers across the United States

to purchase, sell, trade, and store various digital asset commodities on the Voyager Platform. 

During the Relevant Period, Voyager policy allowed only United States residents to utilize the

Voyager Platform.

29. Starting in mid-2018 and continuing through the Relevant Period, Voyager U.S.

customers funded accounts on the Voyager Platform with U.S. dollars (“USD”) or various digital

asset commodities. During the Relevant Period, customer USD on the Voyager Platform was

held in omnibus bank accounts located at an FDIC-insured bank in this District.

30. When a Voyager U.S. customer purchased a digital asset commodity on the

Voyager Platform, Voyager, through its order management system, instructed the bank to move

USD from an account to a third-party trading platform or market-maker. Some such third-party

trading platforms and market-makers were located in the United States, and certain marketmakers were located in this District. Voyager then received the digital asset commodity from the

third-party trading platform or market-maker, which was reflected in the U.S. customer’s

account on the Voyager Platform.

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31. Voyager initially held such digital asset commodities through one of its approved

cryptocurrency custodians. Voyager utilized third-party custodians or self-custody solutions to

custody digital asset commodities. Some such third-party custodians were located in the United

States, including in this District.

32. U.S. customer sales of digital asset commodities on the Voyager Platform

occurred in a similar manner and resulted in customers being credited USD held in one or more

omnibus bank accounts located at the same FDIC-insured bank in this District. The Voyager

Platform did not permit U.S. customers to directly trade one digital asset commodity for another.

33. By storing digital asset commodities on the Voyager Platform, Voyager’s

customers could earn rewards on those digital asset commodities. For example, in

approximately March 2022, customers could store USDC on the Voyager Platform and earn a

9% reward.

34. Voyager generated revenue, including to pay rewards to customers, in two

principal ways. First, Voyager earned revenue by charging customers fees in connection with

their digital asset transactions on the Voyager Platform. Second, Voyager pooled the digital

asset commodities that its customers purchased or stored and transferred certain of those pooled

assets to third parties such as Firms A, B, C, and D, and charged those counterparties interest on

the putative “loans.” For example, on approximately March 15, 2022, Voyager transferred

100 million USDC consisting of pooled customer assets to Firm A, requiring a 9% return. 

Around this time, as noted above, Voyager would pay a 9% reward to customers who stored

USDC on the Voyager Platform.

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C. Ehrlich’s and Voyager’s Representations to Potential Customers Promising

Safe and Responsible Treatment of Customers’ Digital Assets

35. Starting in mid-2018 and continuing through the Relevant Period, in an effort to

convince members of the public to purchase or store their digital assets on the Voyager Platform,

Ehrlich and Voyager repeatedly emphasized the safety and security of the Voyager Platform and

promised prospective customers it would treat those assets safely and responsibly. These

assurances were authorized and/or made by Ehrlich and Voyager from the United States.

36. At least as far back as June 2018—when Voyager was preparing to launch the

Voyager Platform—Voyager promised on its website that the Voyager Platform would be a

“safe,” “trusted,” and “secure” repository for customer digital assets.

37. In approximately November 2019, Ehrlich co-wrote a publicly available white

paper promising an “easy, safe, and convenient” digital asset trading experience with a goal of

making “crypto markets accessible, open, safe, and fair for everyone.” The white paper further

stated that the Voyager Platform “lets you custody your way with funds that are always secure

and liquid ensuring that your funds are safe and available when you need them;” and that

“Voyager aims to be the safest and most consumer-oriented place to transfer, custody and trade

crypto.” Voyager further represented that the public should trust Voyager to act responsibly with

customer assets because Voyager was a publicly traded company. Voyager emphasized that it

would “operate with the same level of rigor and trust that financial institutions afford. We take

your money very seriously. You can expect only the highest quality products and services with

around the clock support. This is how financial services should be.” Based on these promises,

the white paper encouraged the public to “[t]ry out our product . . . and see for yourself what all

the excitement is about.”

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38. In the same November 2019 white paper, Ehrlich emphasized the Rewards

Program as a differentiating factor distinguishing Voyager from most other players in the digital

asset space. Voyager and Ehrlich enticed customers to purchase and custody digital assets on the

Voyager Platform—“Voyager is one of the only brokers that offers interest bearing accounts

with no lockups alongside a competitive trading offering.”

39. On approximately December 18, 2019, Voyager falsely stated on its blog that

customer USD held with Voyager was insured by the FDIC up to $250,000 in the event of

Voyager’s failure, not just the failure of the bank where Voyager held customer USD. Voyager

wrote, “Through our strategic relationships with our banking partners, all customers’ USD held

with Voyager is now FDIC insured. That means that in the rare event your USD funds are

compromised due to the company or our banking partner’s failure, you are guaranteed a full

reimbursement (up to $250,000).” In reality, FDIC insurance would not protect customer USD

in the event of Voyager’s failure.

40. In an approximately May 6, 2020 press release, Voyager reiterated to the public

that their assets would be safe on the Voyager Platform. For example, in announcing the

addition of five interest-bearing assets to Voyager’s Rewards Program, Voyager wrote, “The

addition of these five new assets brings the total number of interest-bearing assets offered

through Voyager’s Crypto [Rewards] Program to 14 at a time when investors are looking for safe

haven alternatives to traditional equity markets. Voyager’s Crypto [Rewards] Program offers

interest rates up to six percent, a significant premium to traditional savings accounts, especially

with interest rates near zero.” The press release quoted Ehrlich, who stated, “As people continue

to turn to digital assets, particularly stablecoins, for safe havens in this time of uncertainty, we

want to do whatever we can to protect their assets while maximizing value.”

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41. Likewise, in an approximately October 27, 2020 press release, Voyager reiterated

that its Rewards Program “is to provide our customers with a safe haven to hedge their assets

during this time of uncertainty in today’s economic climate.”

42. Certain terminology Voyager prominently deployed when describing its Rewards

Program gave the impression that customers could participate in the Rewards Program without

having their assets conveyed out at all, despite Voyager’s fine-print descriptions of how Voyager

could in fact dispose of the assets. For example, on Voyager’s website as of December 2021,

Voyager advertised that “you can earn 12% annual rewards on Voyager by holding assets like

Polkadot (DOT) in the app.” While, in fact, customers could earn those rewards only by

participating in the Rewards Program—which involved Voyager lending certain of those assets

to third parties—phrases such as “earn . . . rewards . . . by holding assets . . . in the app” implied

that interest could be earned without those assets ever leaving the Voyager Platform. This

ambiguous doublespeak contributed to the overall message that customer assets would be safe

and treated responsibly on the Voyager Platform.

43. In contrast to Voyager’s splashy and repeated public assurances regarding safety,

trustworthiness, and responsible treatment of customer assets when marketing the Voyager

Platform on its website and in press releases, Voyager provided customers boilerplate risk

disclosures regarding its business, including its disposition of pooled customer assets on the

Voyager Platform, in small-font “terms and conditions” and in various iterations of its lengthy,

single-spaced user agreement. For example, in Voyager’s approximately August 2021 version of

its user agreement—which was 30 pages long and over 17,000 words of single-spaced text—

Voyager reserved the right to “pledge, repledge, hypothecate, rehypothecate, sell, lend, or

otherwise transfer” customer digital assets and to use or invest those assets at the customer’s own

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risk, including the risk of losing all of a customer’s cryptocurrency and that loans to third parties

could be unsecured and uncollateralized; and to stake customer digital assets or make unsecured

loans of customer digital assets to institutional third parties “determined at Voyager’s sole

discretion.”

44. Given the prominently featured messages of safety and security designed to

attract customers to the Voyager Platform, these disclosures in Voyager’s user agreement did not

disclose, and would not have made a reasonable Voyager customer aware, that Voyager planned

to recklessly lend out their assets to counterparties that engaged in high-risk trading in

commodity interests and other risky investments like Firm A (which prominently cautioned on

its own website that it engaged in high-risk trading and that investors should be prepared to lose

all of their money) without conducting any meaningful diligence and in a volume sufficient to

bankrupt Voyager in the event of non-repayment. To the contrary, Voyager’s representations

had sent the overall message that any treatment of customer assets would be done safely,

responsibly, and with the rigor customers had come to expect from traditional financial

institutions. Voyager did not do so.

45. Voyager never disclosed to customers the steps it would take to diligence

prospective counterparties and assess repayment risk prior to transferring pooled customer assets. 

Based on Ehrlich’s and Voyager’s public representations described above, Voyager should have

conducted due diligence and conveyed customer assets responsibly and consistently with the

promise to keep customer assets safe and secure, with the rigor of a traditional financial

institution.

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D. Ehrlich’s and Voyager’s Undisclosed Reckless Treatment of Customers’

Digital Assets

46. Voyager transferred large volumes of pooled customer assets to multiple high-risk

third parties (including Firms A–D), without conducting sufficient diligence. In some instances,

Voyager got lucky—for example, Firms B, C, and D and certain others repaid Voyager.

47. With respect to Firm A, Voyager was similarly reckless but, unfortunately for

Voyager’s customers, far less lucky. Voyager transferred Firm A over $650 million worth of

digital assets commodities—an amount sufficient to bankrupt Voyager in the event of nonrepayment—without conducting any meaningful diligence, and without obtaining even the

minimal materials (such as audited financials) requested in its bare-bones DDQ.

48. In or around February 2022, Voyager began discussing with Firm A a potential

“loan” of significant assets to Firm A. However, instead of proceeding cautiously as a

responsible steward of its customers’ assets, Voyager at the time focused more on the profit

potential of the relationship and doing whatever was needed to clear Firm A’s onboarding

process and diligence of Voyager. For example, on approximately February 7, 2022, a Voyager

senior executive (“Executive 1”) communicated with Firm A regarding Firm A’s efforts to

onboard Voyager for lending to Firm A and/or affiliates Firm A controlled. A second Voyager

senior executive (“Executive 2”) forwarded that email to relevant Voyager personnel, writing

“this one could be huge for us. Is it possible to make this a high priority item?”

49. That same day, Executive 2 communicated with Ehrlich regarding the prospective

Firm A relationship, noting that he and Executive 1 would update Ehrlich that night and that

Firm A “may be a massive borrower for us.” Ehrlich responded, “Awesome. Nice job.” Ehrlich

also expressed dissatisfaction that the Loan Risk Committee “has 2 lawyers” and expressed the

need “to rethink risk committee. Shouldn’t be dominated by legal.”

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50. The reason that Voyager personnel believed that “massive” transfers to Firm A 

had the potential to “be huge” for Voyager is that Voyager needed significant revenue to help

fund its Rewards Program and to be able to pay the promised return to customers for storing their

assets on the Voyager Platform. Voyager believed it could earn the critically needed highpercentage returns by conveying pooled customer assets to third parties.

51. On approximately February 11, 2022, Voyager and Firm A executed a NonDisclosure Agreement and began negotiating a Master Loan Agreement.

52. However, on approximately February 16, 2022, Firm A emailed Executive 1, 

Executive 2, and others, noting that Voyager would need to remove the requirement in the draft

Master Loan Agreement to provide audited financial statements: “[A]s communicated we don’t 

send financials to lenders . . . .” Executive 2 forwarded that email internally at Voyager, asking

“Let us know what you think of the attached statements. They are providing us with a [net asset

valuation” (“NAV”)] statement in place of audited financials.”

53. An “NAV statement” was not a responsible replacement for audited financials. 

Instead of dozens or hundreds of pages of financial information audited by a certified public 

accountant, a Firm A cofounder provided a letter titled “AUM Letter” containing the following

single sentence with zero supporting documentation: 

54. On February 16, 2022, the same day that Firm A responded to Voyager’s request

for audited financial statements with a one-sentence letter, Firm A emailed Executive 2 and

others noting that Firm A needed additional documents from Voyager to complete Firm A’s

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onboarding process. Executive 2 forwarded to the Voyager employee who was compiling

onboarding documents as well as Ehrlich, asking the Voyager employee “Can you please help

get this over the line ASAP? This is a high priority for us as they are going to be a huge

borrower. Copying Steve [Ehrlich] for awareness and to let him know if you need any of his

documents directly from him.”

55. On February 17, 2022, a relevant Voyager employee asked Executive 2, ‘How

does finance feel about NAV statements instead of financials?” Executive 2 replied, “It’s

something we should discuss.” Over the next week and a half, various Voyager personnel

discussed whether to accept unsubstantiated, one-sentence “NAV statements” alone instead of

audited financials.

56. At the same time these discussions were occurring, Voyager was discussing the

need to lend assets “to riskier borrowers” to accomplish its business goals, including generating

high returns with customers’ pooled assets. For example, on approximately February 23, 2022,

Executive 2 communicated with Executive 1, writing “[W]hen you get a chance can you get back

to us on the [Firm B] question . . . . Trying to talk Steve [Ehrlich] into taking BTC down to 4%.” 

Executive 1 asked, “Is he pushing back?” Executive 2 wrote, “I think he gets there.” Executive

1 responded, “I think it boils down to if we want to have that rate on btc, we’d have to be open to

other strategies beyond basic lending[,] or we have to beef up the team and onboard/lend to

riskier borrowers” (emphasis added).

57. During this period, Voyager’s counterparty diligence process was broken,

reflecting an inability or unwillingness to accurately assess counterparty risk. For example, on

approximately January 28, 2022, Voyager completed limited diligence on Firm C, concluding it

was “low risk.” Firm C later went bankrupt. Similarly, on approximately February 22, 2022,

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Voyager completed limited diligence on Firm B, concluding it was “low risk.” On June 13,

2022, while still officially concluding Firm B was low risk, Ehrlich privately confided to a

professional athlete, “My biggest fear is that [Firm B] is a house of cards. Not for us but will

blow up the industry[.]” Firm B later went bankrupt. Similarly, in connection with a prospective

business relationship with Firm D, Voyager evaluated Firm D as a “low risk” counterparty. 

Firm D also went bankrupt in 2022.

58. During the Firm A diligence process, Voyager personnel did not receive Firm A

income statements, cash flow statements, balance sheets, or even a debt-to-asset ratio. Voyager

did not conduct any stress testing of Firm A’s liquidity. Numerous individuals involved in the

diligence process did not have a background in credit risk evaluation.

59. Firm A’s website during this period listed numerous high-risk investments. 

A prominent disclaimer that popped up prior to entering Firm A’s website stated, among other

things, that “[b]ecause of the risks involved, investment in a [Firm A] fund is only suitable for

sophisticated investors who can bear the loss of a substantial portion or even all the money the

[sic] invest in the Fund without altering their standard of living, who understand the high degree

of risk involved, believe that the investment is suitable based upon their investment objectives

and financial needs and have no need for liquidity of investments.” Prior to Voyager

establishing a counterparty relationship with Firm A, Executive 1 and certain other Loan Risk

Committee members visited the Firm A website and discussed the breadth of the investments

listed.

60. During a call just after midnight U.S. time on March 1, 2022, between a Firm A

co-founder and numerous Voyager personnel, Executive 2 privately communicated to

Executive 1 that consummating a lending relationship with Firm A was important because

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Firm A would likely “be a liquidity provider for” Voyager down the road—that is, Firm A could

effectively use Voyager’s pooled customer assets to purchase Voyager stock.

61. On March 1, 2022, Voyager’s Finance and Treasury Department sent the Loan

Risk Committee (headed by Ehrlich) a memo titled “[Firm A] – Borrower Initial Credit Risk

Summary.” The memo described the “Assessment Procedure” as a call that morning with a

Firm A co-founder. The memo purports to describe Firm A’s business, including that it

participates in DeFi. The memo repeated the unsubstantiated claim regarding Firm A’s net asset

value, and noted that “[d]etailed financials are not shared with counterparties . . . .” The memo

recommended pursuing a lending relationship, given the “Low Risk of Default.”

62. At that time, Voyager knew that Firm A pooled capital from outside investors and

“lending” counterparties and used the pool capital to trade commodity interests.

63. On March 1, 2022, the Loan Risk Committee (including Ehrlich, Executives 1

and 2, and others) met to discuss Firm A. At that meeting, despite the almost non-existent due

diligence conducted on Firm A, Ehrlich, as CEO and leader of the Loan Risk Committee,

decided to go forward with the lending relationship with Firm A.

64. On or around March 3 or 4, 2022—after Ehrlich and the Loan Risk Committee

had approved the lending relationship with Firm A—Firm A provided Voyager a limited number

of additional materials that did not provide a meaningful window into Firm A’s financial health. 

Those materials included a Certificate of Incorporation; a Certificate of Good Standing; an

organizational chart; and Firm A’s anti-money laundering procedure.

65. With those materials, Firm A provided bare-bones responses to Voyager’s twopage DDQ. Firm A’s responses provided an overview of Firm A’s business operations,

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financials, and products. These responses described Firm A’s strategy for trading in digital asset

commodity interests.

66. Voyager failed to investigate concerning representations in Firm A’s diligence

responses that an even minimally functioning diligence process would have investigated. For

example, Firm A identified itself to Voyager as the “master fund” in a “master-feeder hedge

fund” structure. Firm A indicated that assets Firm A received from Voyager would be

“safeguarded within our fund without segregation” from the assets of different accounts or

clients. That is, Firm A would pool Voyager’s transferred assets and provide Voyager Firm A’s

“yield-generating product.” Firm A further explained it planned to use Voyager’s transferred

assets to engage in spot-futures arbitrage trading (i.e., basis trading) to take advantage of

contango in the market for digital assets. Firm A’s organizational chart reflected that Firm A had

a “feeder fund” and external investors. Voyager personnel responsible for reviewing these

materials did not follow up on any of these representations.

67. Voyager’s willingness to make unsecured transfers of assets to Firm A sufficient

to bankrupt Voyager in the event of non-repayment, following a completely inadequate diligence

process, was inconsistent with Voyager’s promises of safety and responsible treatment of

customers’ digital assets and its promise to operate with the “same level of rigor and trust . . .

[as] financial institutions.”

68. On March 4, 2022, Voyager signed a Master Loan Agreement with Firm A. 

Ehrlich specifically approved entering into the Master Loan Agreement. The Master Loan

Agreement asserted that “Borrower has provided sufficient information to allow the Lenders to

perform requisite ‘Due Diligence,’ with the Borrower successfully completing such Due

Diligence.”

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69. The Master Loan Agreement that Voyager signed also stated that Firm A had

provided to Voyager “historical financial statements . . . audited by independent certified public

accountants” and were complete and accurate. Voyager knew this was false. In reality, Firm A

never provided any financial statements to Voyager.

70. The Master Loan Agreement also provided that specific term sheets would govern

future loans.

71. On approximately March 7, 2022, Executive 1 wrote to Ehrlich and others

“$100MM BTC and $100M USDC going to [Firm A] at 2% and 8% respectively.” Ehrlich

responded, “thanks...approved.” Executive 1 then communicated that Firm A agreed to 9% on

USDC. These transfers of BTC and USDC included pooled Voyager customer assets.

72. On approximately March 8, 2022, Voyager and Firm A signed two term sheets: 

one providing for Voyager’s loan of 2,750 BTC to Firm A at 2% interest and one providing for

Voyager’s loan of 100 million USDC to Firm A at 9% interest. Voyager did not require

collateral from Firm A on either transfer. Ehrlich approved each transfer to Firm A.

73. On approximately March 15, 2022, Voyager and Firm A signed another term

sheet providing for Voyager’s transfer of another 100 million USDC to Firm A at 9% interest

with no collateral required from Firm A. Ehrlich approved the transfer to Firm A.

74. On approximately March 25, 2022, Executive 2 summarized for Ehrlich a

discussion with Firm A, noting, among other things, that Firm A “just signed a deal to borrow 10

figures in stable coins (i.e., billion) from a new lender.” Voyager did not thereafter discuss

internally whether Firm A’s apparent additional borrowing affected its financial health, alleged

AUM/NAV, or ability to repay Voyager.

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75. On approximately March 30, 2022, a Firm A co-founder sent Voyager an

additional one-sentence “AUM Letter” asserting, without supporting documents, that Firm A’s 

NAV as of March 1, 2022, was 3,218 million of USD. This amount was lower than the 3,729

million of USD reported as of January 1, 2022. No one at Voyager asked Firm A what caused

the purported reduction in NAV amounting to hundreds of millions of dollars in just two months.

76. On approximately March 30, 2022, Voyager posted a “Community Update” to its

website, noting that Voyager had discussed with various U.S. and state regulators potential

regulatory issues with its Rewards Program. The Community Update stated that “[a]ll Voyager

customer assets are accessible and will continue to be” (emphasis added).

77. Notably, also in March 2022, Ehrlich transferred approximately $1.1 million to

his wife’s revocable trust. This transfer reflected the net proceeds Ehrlich received from a 2021

performance bonus paid in 2022. Around the same time, Ehrlich transferred additional assets

worth approximately $280,000 to his wife’s revocable trust.

78. On approximately April 1, 2022, Voyager and Firm A signed two additional term

sheets: one providing for Voyager’s loan of 10,000 BTC to Firm A at 2% interest and one

providing for Voyager’s loan of 150 million USDC to Firm A at 8% interest. Voyager did not

require collateral from Firm A on either transfer. Ehrlich approved each transfer to Firm A.

79. On approximately May 5, 2022, Voyager and Firm A signed another term sheet

providing for Voyager’s loan of an additional 2,500 BTC to Firm A at 2% interest with no

collateral required from Firm A. Ehrlich approved the transfer to Firm A.

80. On approximately May 6, 2022, Voyager was soliciting equity investments from

various strategic partners. On that date, Executive 2 communicated with Ehrlich that Voyager

had solicited such an investment from Firm A, but was unsure if Firm A would ultimately invest. 

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Ehrlich replied, “We can hold them in our pocket. [Another Voyager employee] has also pinged

some of our early investors . . . We will get there quickly.” Ultimately, around May 20, 2022,

Firm A did purchase approximately $2 million in Voyager shares. On May 24, 2022, a Firm A

co-founder tweeted that he was “Excited to co-invest in Voyager Digital . . . .”, in response to

which Ehrlich tweeted from his personal Twitter account, “Excited to have you on as an investor

and partner!!”

81. In early May 2022, key components of the popular Terra blockchain ecosystem

began to collapse. The terraUSD (“UST”) algorithmic stablecoin (which was intended to remain

stable and pegged to 1 USD, not to increase or decrease in value) de-pegged and began a severe

death spiral in value, also implicating the value of its companion token LUNA (which, among

other things, was used to stabilize UST’s market price). By May 9, UST’s price fell to

approximately 35 cents, and by the end of May 2022, UST’s market price stabilized at

approximately 2 cents. LUNA’s price fell from approximately $80 to a few cents by May 12,

and by the end of May 2022, LUNA’s market price was less than a cent.

82. Firm A had previously indicated to Voyager that it had one or more significant

equity investments in the Terra Luna ecosystem. Firm A’s website also indicated that it had one

or more significant equity investments in the Terra Luna ecosystem. Further, Firm A’s

significant participation in the Terra Luna ecosystem was publicly reported, including in news

articles and on social media. For example, a May 5, 2022 cointelegraph.com article publicized

Firm A’s alleged sale of $500 million worth of BTC to the Luna Foundation Guard [or “LFG,”

the entity that existed to support the UST peg, including by acquiring BTC to be deployed during

periods of market volatility] in an apparent effort to help UST maintain its peg to the dollar.

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83. On approximately May 9, 2022, as it was becoming apparent that the Terra Luna

ecosystem was collapsing, Voyager personnel discussed the potential collapse as well as their

understanding that Firm A was a “big investor[]” in that ecosystem. Specifically, a Voyager

employee wrote to Executive 2 that “I think we need to pull back other BTC if he hasn’t already. 

We’re almost fully lent . . . . The way I see it, [Firm C] and [Firm A] are providing OTC trading

(similar to block trades) for LFG because they have more expertise moving large positions

without adversely impacting the market . . . . [Firm A] has a natural long BTC position so has the

inventory to sell. They either were in the process of reducing risk or were willing to help LFG

given they are big investors. There has been a lot of chatter on crypto twitter about UST being

susceptible to a ‘Soros style attack.’”

84. Later on May 9, Executive 1 and Executive 2 asked Firm A, “Want to check in on

the UST situation and see how everything is.”

85. Over the next several days, these individuals had multiple calls and meetings

regarding Firm A’s exposure to the Terra Luna ecosystem. Voyager relied on unsubstantiated

representations that Firm A had not lost much in the Terra Luna collapse. Voyager did not

attempt to substantiate those representations by requesting audited financials to assess the precise

degree of Firm A’s exposure to Terra or LUNA or conduct additional meaningful diligence on

Firm A.

86. During this time, Voyager was beginning to experience its own “operational

liquidity” issues. For example, on May 12, 2022, Executive 1 reached out to Firm A and

indicated that Voyager was “looking to recall some USDC today as we need it for operational

liquidity . . . .” Firm A pushed back on this recall request and suggested that Firm A keep all the

previously transferred USDC but increase the return to 10%. On approximately May 12 and 13,

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2022, Voyager agreed with Firm A’s suggestion and secured an additional percentage point or

two on its outstanding “loans” (3% instead of 2% on BTC, and 10% instead of 8–9% on USDC),

rather than recall any assets from Firm A.

87. Voyager’s “operational liquidity” issues stemmed from the extraordinary volume

of customer assets it pooled and conveyed to third parties, including to Firm A for the purpose of

trading commodity interests. At various times during 2022, entities including Firm A, Firm B,

and Firm D each held over 25% of Voyager’s total assets. During the Relevant Period,

Voyager’s “loan” counterparties often collectively held over $2 billion of Voyager’s assets.

88. On approximately May 23, 2022, a Firm A co-founder provided another onesentence “AUM Letter,” which made the unsubstantiated representation that NAV had dwindled

to 2,574 million of USD—a 31% drop, assuming the representations were accurate—“as at [sic]

23-May-2022.” In response, Voyager did not request audited financials, conduct other additional

meaningful diligence, recall any customer assets from Firm A, or inquire how Firm A could now

produce same-day NAV when previously Firm A had taken several weeks to produce a historical

NAV.

89. On approximately June 10, 2022, Executives 1 and 2 messaged Firm A that “we

are hearing some rumors on [Firm D, which offered a program to members of the public similar

to Voyager’s Rewards Program]. Checking into [sic] see what you are hearing.” On

approximately June 12, 2022, Firm D announced that it was pausing withdrawals from its

platform, raising concerns about the platform’s solvency. That day, Firm A sent Executives 1

and 2 a link to Firm D’s blog announcing the pausing of withdrawals.

90. On June 13, 2022, over a month after Voyager personnel internally discussed their

understanding that Firm A was a “big investor[]” in the collapsing Terra ecosystem, Executives 1

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and 2 messaged Firm A, noting they were “seeing immense demand across assets today” and

asked if Firm A would agree to re-rate Voyager’s returns to 6% (for BTC) and 12% (for USDC). 

Firm A agreed. In the same discussion, Executive 1 stated that, separate from the re-rates, “I

think we will need to recall 1,250 BTC today, so the [Firm A] BTC position would go from

15,250 to 14,000.” Executive 1 stated that he knew Firm A “[doesn’t] like recalls at times like

this, but we are doing it out of an abundance of caution for operational liquidity.”

91. On June 13, 2022, Voyager recalled 1,250 BTC from Firm A.

92. Around this time, public reports began speculating that Firm A may be insolvent. 

For example, a June 14 news article noted that “[Firm A’s] stETH fire sale began in May, right

after the collapse of Terra’s UST stablecoin” and speculated that Firm A “may become the latest

high-flying company to crash in the bear market.”

93. On June 14, in response to these public reports regarding Firm A’s potential

insolvency, Voyager recalled the remaining 14,000 BTC and 350 million USDC and requested

repayment by June 16, as provided in the Master Loan Agreement. To date, Voyager has not

received any assets from Firm A in response to these recall requests.

E. Ehrlich’s and Voyager’s Concealment of Voyager’s Ongoing High-Risk

Exposure and Deteriorating Financial Condition

94. Beginning at least around June 12, 2022, to ensure its own survival but at the

expense of its customers, Voyager initiated a sustained and deliberate campaign to conceal from

the public its high-risk exposure to Firm A and its own precarious financial condition. 

Voyager’s goal in doing so was to prevent customers from receiving information that might lead

customers to withdraw assets from the Voyager Platform. Ehrlich and Voyager authorized

and/or made the campaign’s false and misleading statements from the United States.

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95. On June 12, 2022, Voyager tweeted from its official Twitter account (and Ehrlich

retweeted from his personal Twitter account) that “All Voyager products and services are fully

operational and remain unaffected by current market conditions, including trading, rewards,

deposits, and withdrawals. We take risk management very seriously, and safeguarding customer

assets is our number one priority . . . We have never engaged in DeFi lending activities and have

no exposure to stETH. We continue to be here to serve and support our customers.”

96. Ehrlich and Voyager’s statement that Voyager’s products and services were

“unaffected by current market conditions” was misleading; in fact, Voyager was facing

operational liquidity issues and had transferred significant volumes of customer digital assets to

various counterparties, including Firm A. Similarly, Voyager’s statements that it had never

engaged in DeFi lending activities and had no exposure to stETH were misleading—Voyager in

fact was involved in such activities, and did have significant exposure to stETH, through its

relationship with Firm A, who participated in those activities and had such exposure.

97. Similarly, on June 14, 2022, Voyager issued a Press Release titled “Voyager

Digital Provides Update on Asset and Risk Management.” Therein, Voyager made numerous

misrepresentations regarding its diligence process and the risk profile of its counterparties and

omitted critical material facts including that it had significant exposure to Firm A and was facing

operational liquidity challenges. Specifically, in that press release, Voyager represented to the

public that “Voyager differentiates itself through a straightforward, low-risk approach to

lending and asset management by working with a select group of reputable counterparties,

which are all vetted through extensive due diligence by its Risk Committee. The company

does not participate in DeFi lending activities, algorithmic stablecoin staking and lending,

or derivative assets, such as stETH. One of Voyager’s important objectives is to make crypto

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as simple and safe as possible for consumer use. With that mission in mind, safeguarding

customer assets is a top priority” (emphasis added). The press release included a statement from

Ehrlich that “our leadership also has deep financial expertise across the sector and has led

companies through multiple market cycles . . . . The company is well capitalized and in a good

position to weather this market cycle and protect customer assets.”

98. In fact, Voyager had not vetted its counterparties—including Firm A—through

anything approaching an “extensive” due diligence process; Voyager did, in fact, participate in

all of those activities in which it stated it “[did] not participate” by, at minimum, conveying

pooled customer assets to Firm A (who publicly advertised on its own website that it engaged in

those activities); and Voyager was not, in fact, “in a good position to weather this market cycle

and protect customer assets.”

99. Similarly, on June 14, 2022, Ehrlich tweeted from his personal Twitter account an

article headlined “EXCLUSIVE: Voyager Digital CEO Says ‘Customer Assets Are Safe’ Amid

Crypto Collapse.” The article quoted Ehrlich as stating, “Our financials are public. You can see

everything about us.”

100. At the time, Voyager’s current public financial statements indicated in a section

titled “Credit Risk” that Voyager limited “credit risk by lending to borrowers that [Voyager]

believes, based on its due diligence, to be high quality financial institutions with sufficient

capital to meet their obligations as they come due.” However, by this point, Ehrlich and

Voyager no longer believed Firm A was a “high quality financial institution[] with sufficient

capital to meet [its] obligations as they come due.”

101. The above tweets, press release, and public statements were an intentional attempt

to conceal from the public what was becoming clear to Ehrlich and Voyager—that it had been

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facing sustained and problematic “operational liquidity” issues; that it had sent over $1 billion of

pooled customer assets to high-risk counterparties such as Firm A and Firm B; that Voyager

needed those assets back to address those liquidity issues and allow customers to withdraw their

assets from the Voyager Platform on demand; that Voyager and its customers faced significant

risk of not being paid back given Firm A’s apparent insolvency.

102. Voyager’s communications with Firm A on and after June 14 made it clear to

Voyager that Firm A was collapsing, its co-founders were nowhere to be found, and that Firm A

was not going to repay Voyager’s loans. These facts were also obvious from public reports

regarding Firm A’s potential insolvency.

103. For example, on June 14, Executive 2 emailed a Firm A co-founder, Executive 1,

and Ehrlich, stating that “we have recalled all our loans this morning and are waiting for

acknowledgment from your operations team. In the meantime, we would like to jump on a call

to understand [Firm A’s] position. If you could please let us know that we can get this done as

quickly as possible.” That day, Firm A communicated that it was “seeing more clients pull their

loans with us;” that any repayment was speculative; that things were “in bad shape” at Firm A;

and that no one at Firm A “[has] any answers” regarding Firm A’s financial health and future. 

By the end of the night, the best Firm A could do for Voyager was to link to a tweet from a

Firm A co-founder that said, “We are in the process of communicating with relevant parties and

fully committed to working this out” and to communicate that Firm A would check in the next

morning to see if either Firm A co-founder had responded to him.

104. The next morning, June 15, Firm A communicated that it had not heard from the

Firm A co-founders and they were not responding to messages.

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105. The same morning, a Firm A employee also communicated to Executive 1 that

“[i]t seems like [the Firm A co-founders] are working on a bailout, they’ve been silent, we

haven’t heard from them yet[.] At this point, it seems like [Firm A’s] counterparties are sending

default notices.”

106. At this stage, Ehrlich continued and intensified his direct and personal role in

controlling and directing Voyager’s concealment of material information from its customers. 

For example, on June 15, 2022, the Head of Digital Assets Research at a large investment and

research firm emailed a Voyager employee, noting that the firm was receiving many calls from

clients regarding Voyager, and “what portion of VOYG’s loans are fully or overcollateralized? 

In what other ways are its loans ‘low risk’? Does it extend any loans to crypto hedge funds? 

While there may be NDAs etc involved it would be great if the company could clear the air on

counterparty risk as it did regarding its lack of exposure to [Firm D]. Mainly rumors out there

about VOYG having exposure to [Firm A] etc.” The Voyager employee forwarded the email to

Ehrlich and others. Ehrlich replied, “Thanks[.] Mark reached out to me. I’ll handle when the

time is right.”

107. Likewise, on June 15, a Voyager investor emailed a Voyager employee, writing “I

appreciate the [June 14] press release from Steve [Ehrlich] yesterday, but it does seem that an

aggressive HF [hedge fund] is your second largest counterparty on the lending side and that there

are rumors that they are insolvent and not responding to margin calls. It’s hard to imagine the

management team putting out that [June 14] release yesterday if there were significant

exposure but any color you could give me would be appreciated. We own 3 million shares of

Voyager and have always been nervous about this lending program” (emphasis added). The

Voyager employee forwarded this email to Ehrlich and others, writing “People are checking in

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on [Firm A] and rumors of their insolvency. What are you hearing from them? I will not reply

but maybe we put out a release.” Ehrlich replied, “Nothing to comment on yet.”

108. At the same time that Ehrlich was directing Voyager personnel not to comment on

Voyager’s exposure to Firm A, Voyager (at Ehrlich’s direction) was scrambling to borrow funds

to cover Firm A’s impending default. For example, on the evening of June 14, Ehrlich

personally communicated with a Firm B employee (Firm B Employee 1) regarding a draft term

sheet for Firm B, which Ehrlich feared was itself a “house of cards,” to potentially provide senior

unsecured revolving credit facilities to Voyager (one for USD 350 million, the other for 15,000

BTC) at 5% interest, reflecting Voyager’s concerns at the time that Firm A (who had received

digital assets from Voyager in almost exactly those amounts) would fail to repay Voyager. 

Ehrlich’s email listed various Voyager loans outstanding at the time totaling approximately

$1.7 billion in assets—including approximately $693 million worth of assets to Firm A. 

After additional discussion, Firm B Employee 1 described the challenges in potentially loaning

assets to Voyager, writing that “This isn’t about the economics for us. It isn’t about acquiring

Voyager as a distressed asset. I’m trying to help out but also don’t want to be dragged into a

lose-lose situation. In the case of the run on the bank, Voyager is worth very little to customers,

us or you. Thereby we would have exhausted the credit facility to no benefit. What we’re

looking for is discretion and you’re looking for ex-ante quantification of the discretionary

factors. They will be really conservative and not helpful.” Ehrlich replied “We hear you. Just

trying to keep the business afloat.” Firm B Employee 1 also suggested to Ehrlich that loans to

numerous other Voyager counterparties should be recalled to avoid other potential defaults.

109. On June 16, Voyager, through counsel, submitted a Confidential Material Change

Report (“CMCR”) to the Ontario Securities Commission and other Canadian securities

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regulators, noting that Voyager recalled Firm A’s “loans,” that Firm A had defaulted on its

obligations under the Master Loan Agreement, and that Firm A had five days to cure the default. 

Voyager stated that it would be “premature” to disclose the Firm A exposure and potential nonrepayment because Firm A still had time to cure the default, and disclosure of Voyager’s

exposure could result in customers requesting withdrawals from the Voyager Platform and

Voyager’s inability to satisfy those withdrawal requests.

110. At this time, despite privately communicating to the Ontario Securities

Commission uncertainty as to whether Firm A might timely cure its default, it was clear to

Voyager personnel that Firm A was not going to pay back Voyager. As described above, public

reporting suggested Firm A was likely insolvent; Firm A painted a bleak picture to Voyager

personnel regarding Firm A’s financial health and Firm A employees stated they could not even

get in touch with either of Firm A’s co-founders; and Ehrlich was directing Voyager’s scramble

to borrow funds to cover the likely shortfall.

111. Still on June 16, Executive 1 communicated with Ehrlich regarding Voyager’s

efforts to obtain repayment from counterparties other than Firm A, and noting that another

counterparty “has been asking to delay settlements” and that “cracks [were] potentially showing”

with respect to that counterparty.

112. Also on June 16, an athlete who Voyager publicly sponsored messaged Ehrlich,

asking “Still nothing official on if [Firm A] is falling out though right[?]” Ehrlich replied,

“correct.” The athlete replied, “If they actually do crash, how tight of a spot does that put us?” 

Ehrlich replied, “cant say.”

113. On June 17, 2022, Voyager issued a press release announcing it had signed a term

sheet for $200 million and 15,000 BTC revolving line of credit with Firm B, stating, “The credit

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facilities will only be used by Voyager if needed to safeguard customer assets. In addition to the

funds available under the credit facilities, Voyager has more than US$200 million on its balance

sheet.” The press release quoted Ehrlich, who stated that “Safeguarding customer assets is

always our top priority, and ongoing, prudent risk management as well as a strong balance sheet

are two ways that we continue to demonstrate that priority.” The press release did not mention

Firm A or Voyager’s operational liquidity issues. Three days later, on June 20, the Ontario

Securities Commission communicated to Voyager, “please explain how the June 17, 2022

announcement was not misleading given that there was no mention of the potential default of the

[Firm A] loan and the news release said the proceeds are ‘intended to be used to safeguard

customer assets in light of current market volatility and only if such use is needed.’”

114. Also on June 17, 2022, Executive 2 sent Firm A and Executive 1 a link to an

article stating that battered crypto hedge fund Firm A was considering asset sales and bailouts,

and noting that it “[l]ooks like [the Firm A co-founder] has spoken to wsj. Still no word?” 

Firm A indicated the Firm A co-founders had not been in contact with Firm A employees and

were still not responding to messages.

115. At this time, deprived of accurate information regarding Voyager’s worsening

financial condition, principally its exposure to Firm A, not only were many Voyager customers

continuing to store their assets on Voyager’s platform, new and existing Voyager customers were

purchasing and transferring additional assets onto the Voyager Platform. Indeed, depriving the

public of accurate information appears to have been critical to Voyager’s efforts to stay afloat—

i.e., to keep purchases and deposits coming in, minimize withdrawals, recover assets from other

counterparties, and live to fight another day until Voyager figured out a strategy to survive. In

this sense, by this stage, at Ehrlich’s direction, Voyager was no different than a Ponzi scheme—

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securing contributions from uninformed new depositors to pay back prior depositors who

requested their money back, all while keeping everyone in the dark regarding its actual

deteriorating financial condition.

116. For example, on June 18, 2022, Ehrlich discussed with various Voyager personnel

the pace of customer withdrawals as well as new purchases and deposits onto the Voyager

Platform. In a chat discussion with Ehrlich and others, Executive 1 stated “I will have to call

BTC from [Firm B] today.” Executive 2 asked “Did we eat through the 1,000 btc we got from

[another counterparty] already.” Executive 1 responded, “Not yet but trending that way. Partial

settling now with [other counterparties] to get us another 150 BTC.” Ehrlich later responded,

“ok on [Firm B].” Later that day, Executive 1 replied, “If there’s a bright spot, its [sic] that USD

deposits almost kept pace with USD withdrawals today. Customers were sending in funds to

make purchases - $500k to $1MM per hour. Also, the NUMBER of USD deposits outpaced the

number of withdrawals by 4x . . .BTC comprises 1/3 of all withdrawals we are seeing. BTC

withdraws have outpaced deposits 20 to 1. ETH and USDC withdrawals have been less than

expected and both have been totally manageable so far . . . . Our BTC inventory is running very

low, but we should have 2500 BTC back from [Firm B] by midday tomorrow.” Ehrlich replied,

“Thanks.”

117. Separately on June 18, Executive 1 messaged with Ehrlich, “Seeing more

withdrawals this am than last night. I will likely have to talk to Firm B for BTC in a few hours

unless pace tapers off. Will hold off as long as I can. Won’t reach out without green light from

you.” Ehrlich replied, “Ok. Keep me posted. This down market isn’t helping us.”

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118. On June 20, 2022, Executive 2 asked Firm A, “Hey . . . have you heard anything

new yet?” Firm A indicated that its co-founders still had not communicated with Firm A

employees.

119. On June 20, 2022, the Ontario Securities Commission wrote to Voyager, “Please

explain what investors currently know about the substance of the material change based on the

Company’s previous disclosure. If the previous disclosure is inconsistent with the contents of

the CMCRs, please provide submissions explaining how it is appropriate for investors to

continue using the previous disclosure to make their investment decisions. Your response should

also explain whether investors are aware of the (i) significant terms of the agreement such as the

ability to demand repayment and existence of a contractual 5 business day cure period, and

(ii) whether the issuer’s proposed disclosure may surprise investors about the expiry of the cure

period. We are also concerned about the difference between the potential exposure to [Firm A]

described in the CMCRs of US$664 million and the issuer’s Q1 [Financial Statements] which

indicate that the exposure was US$326 million.”

120. On June 20, 2022, Voyager submitted an additional CMCR to the Ontario

Securities Commission. Therein, Voyager continued to argue against public disclosure of

Firm A’s failure to repay, arguing that Firm A’s five days to cure its default had not passed, and

disclosure could harm Voyager by incentivizing customers to withdraw assets.

121. Finally, on June 22, 2022, Voyager publicized details regarding its exposure to

Firm A. That day, Voyager issued a press release announcing that Voyager “may issue a notice

of default to [Firm A] . . . for failure to repay its loan. Voyager’s exposure to [Firm A] consists

of 15,250 BTC and $350 million USDC. The Company . . . requested repayment of the entire

balance of USDC and BTC by June 27, 2022 . . . . [This amount has not] been repaid, and failure

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by [Firm A] to repay . . . will constitute an event of default. Voyager intends to pursue recovery

from [Firm A] and is in discussions with the Company’s advisors regarding the legal remedies

available. The Company is unable to assess at this point the amount it will be able to recover

from [Firm A].”

122. Even in this press release, Voyager failed to disclose its operational liquidity

issues and the fact that the pace of new purchases and deposits onto the Voyager Platform and

Voyager’s ability to recoup assets from other borrowers would likely influence its ability to

honor customer withdrawal requests going forward. Indeed, behind the scenes, Voyager

personnel acknowledged that its financial situation was far direr than its press release disclosed. 

In reality, Voyager was hanging by a thread. On June 23, 2022, Executive 1 wrote to other

Voyager personnel that it was “safe to say that if conversions from USDC [to] USD continue at

the pace we saw today we have about 1 day if we get the 75MM from [Firm B], 2 days if we get

the 100MM novation . . . [I’m] torn about how to handle [a Firm B drawdown] as I don’t want to

seem pushy and panicked to them as it may influence how they treat us over the next few days.”

123. Also on June 23, Executive 2 asked Ehrlich for permission to send a goingforward financial forecast to Firm B. After reviewing the forecast, Ehrlich asked, “is it that bad

or did we put a cushion in here?” (emphasis added). Executive 2 replied with various pieces of

information, concluding with “no cushion.”

124. On June 25, 2022, based on misleading and incomplete information regarding

Voyager’s precarious financial health, members of the public continued to purchase assets on

Voyager’s platform. That day, Ehrlich discussed internally a note from his business operations

team that “[t]here has been essentially zero net selling of USDC over last 4 hours and users have

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actually bought more BTC than sold for the day.” Another Voyager employee wrote, “This is

very good news,” to which Ehrlich replied, “Yep.”

125. On June 27, 2022, Voyager issued another press release, noting it had issued a

notice of default to Firm A and that “[t]he platform continues to operate and fulfill customer

orders and withdrawals,” described its cash and owned crypto assets on hand, and noted that it

had access to the previously announced lines of credit from Firm B.

126. Once again, this press release did not disclose to the public just how precarious

Voyager’s financial position was. In another CMCR to Canadian securities regulators dated

June 27, Voyager argued against the level of detailed disclosure of financial and balance sheet

updates suggested by the Ontario Securities Commission, because, in Voyager’s view, that could

accelerate customer withdrawals. “The Company intends to issue a press release . . . when the

Company has determined that it is necessary to cease satisfying customer withdrawal requests.” 

In other words, Voyager’s position was, essentially, that it did not want the public to know how

bad things were, because if the public knew how bad things were, customers would not continue

to store their assets on the Voyager Platform; and that Voyager would only tell the public how

bad things were once it was too late for customers to do anything to protect themselves.

127. On July 1, 2022, Voyager issued a press release stating it was “temporarily

suspending trading, deposits, withdrawals and loyalty rewards . . . .”

128. On approximately July 6, Voyager announced it had filed for bankruptcy.

129. Voyager’s customers suffered massive losses as a result of Voyager’s reckless

treatment of customer assets and concealment of its exposure to Firm A and deteriorating

financial condition. In the Voyager Bankruptcy, Voyager owed its U.S. customers over $1.7

billion.

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F. Voyager’s Operation of the Voyager Platform as a Common Enterprise

130. Starting in mid-2018 and continuing through the Relevant Period, Voyager Ltd.,

Voyager Holdings, and Voyager LLC (acting as a common enterprise) marketed and operated

the Voyager Platform, which allowed customers across the United States to purchase, sell, trade,

and store various digital asset commodities on the Voyager Platform.

131. Ehrlich served as CEO of each entity in the common enterprise, and each entity

played critical and interrelated roles in marketing and operating the Voyager Platform.

132. For example, Voyager Ltd. is a publicly traded Canadian company that issued

financial statements providing information regarding the Voyager Platform, and marketed the

Voyager Platform by issuing press releases. On the system issuers use to file public securities

documents and information with Canadian Securities Administrators, Voyager Ltd. listed a New

York City address as its mailing and head office address and CEO Ehrlich as its contact.

133. Voyager Holdings is a wholly owned subsidiary of Voyager Ltd. which, in its

Bankruptcy Petition in the above-described Bankruptcy Case, listed for its principal place of

business the same New York City address as Voyager Ltd. listed, as described above. 

Voyager Holdings maintains a centralized master operating account at a bank that transfers

virtually all of Voyager’s cash to multiple Voyager bank accounts, as well as a separate

operating account which funds each Voyager entity’s payroll, employee compensation and

benefits, and rent for each Voyager entity’s office space. Voyager Holdings entered into the

agreement with Firm B for a revolving credit facility as described above, which Voyager Ltd.

guaranteed.

134. Voyager LLC is a wholly owned subsidiary of Voyager Holdings. In its press

releases, Voyager Ltd. repeatedly characterized Voyager LLC as “a cryptocurrency platform in

the United States.” Voyager’s website states that “[a]ll services” reflected on the website are

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“provided by Voyager Digital, LLC.” Voyager LLC maintains a master operating account at a

bank used to facilitate customer purchases and sales of digital assets through Voyager’s mobile

application, and Voyager has represented that all digital assets traded via that mobile application

are held at Voyager LLC.

135. Voyager Ltd., Voyager Holdings, and Voyager LLC each filed for bankruptcy

pursuant to a single authorization of the Voyager Ltd. Board of Directors and a single Secretary

Certificate signed by a single Authorized Signatory for all three entities, and supported by a

single declaration from Ehrlich. The Ehrlich declaration repeatedly characterizes all three

“Debtors” as a single “Company,” as having a single “treasury team,” as operating a single

business, as having a single set of customers, and as having a single “viable business and a plan

for the future.” In an exhibit to Ehrlich’s declaration, Ehrlich further cited “the integrated nature

of the Debtors’ operations” as evidentiary support for the Debtors’ motion for joint

administration of each Voyager entity’s bankruptcy case.

G. Voyager’s Actions as a CPO and Failure To Register with the Commission

136. Voyager LLC solicited, accepted, or received digital asset commodities directly

from customers, who became pool participants. Voyager then pooled those assets together in the

Voyager Pool and conveyed them to third parties such as Firm A. For example, Voyager LLC

was the counterparty to the Master Loan Agreement and related term sheets with Firm A.

137. Voyager solicited, accepted, or received digital asset commodities for the purpose

of trading commodity interests with those assets. Voyager transferred those pooled assets to

Firm A, who Voyager understood would further pool those assets to trade commodity interests to

generate revenue to pay Voyager returns. Voyager intended to use those return payments from

third parties to, at least in part, fund Voyager’s Rewards Program, pursuant to which Voyager

LLC made payments back to customers.

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138. In choosing to structure its business in the manner described herein, Voyager

operated a commodity pool and failed to register with the Commission as a CPO.

139. Prior to negotiating the Master Loan Agreement with Voyager LLC, Firm A had

long publicized its involvement in digital asset (largely BTC) derivatives trading. For example,

on approximately February 24, 2021, on a crypto-focused news program publicly available on

YouTube, a Firm A co-founder extensively discussed Firm A’s volatility trading strategies on

BTC options.

140. As recently as early 2018, Firm A’s investment advisor had claimed exemption

from registration with the Commission as a commodity trading advisor because Firm A was a

commodity pool that was organized and operated outside of the United States, pursuant to

Regulation 4.14(a)(8), 7 C.F.R. § 4.14(a)(8) (2022).

141. Similarly, Firm A’s offering documents for certain investors highlighted its digital

asset derivatives trading. For example, in an October 2021 Firm A Confidential Offering

Memorandum (which Voyager, consistent with its inadequate diligence process, did not request

or receive), Firm A stated that Firm A would invest in “listed futures” and “digital assets,”

among other investments, with “digital assets” defined to include digital asset-based futures

contracts, options, and swaps, and other digital asset derivatives.

142. Voyager was aware that Firm A and certain additional counterparties to whom it

conveyed pooled digital asset commodities intended to trade commodity interests such as BTC

futures, options, and swaps. For example, on or around March 1, 2022, Voyager personnel held

a call with a Firm A co-founder, who communicated, among other things, that Firm A’s trading

focused on BTC; that Firm A engaged in spot-futures arbitrage trading; that it traded on various

derivatives trading platforms; and that DeFi fell within its mandate. Similarly, Voyager’s Master

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Loan Agreement with Firm A contemplated that Firm A could trade “futures or options contracts

relating to the [transferred digital assets, which were ultimately BTC and USDC]” and provided

for delay of Firm A’s return of transferred digital assets in the event of certain “market disruption

events” related to such futures or options markets.

143. Master Loan Agreements between Voyager LLC and multiple additional

counterparties similarly contemplated such futures or options trading.

144. Other counterparties to which Voyager directed pooled Voyager customer assets

also represented to Voyager that they traded derivatives. For example, Firm C communicated

that its activities included lending, borrowing, spot trading, and derivatives trading, and that 35–

40% of its activities were in BTC or ETH. Another communicated that it traded significant

amounts of BTC and USDC and that it historically remained market-neutral through, among

other things, trading derivatives.

145. In February through May 2022, when Voyager was negotiating the Master Loan

Agreement with Firm A and subsequently transferring pooled customer assets to Firm A,

Firm A’s investment program did, in fact, include futures, options, swaps, and other derivatives

on digital assets, just as it had discussed publicly as well as represented to Voyager. 

For example, in approximately May 2022, Firm A’s records reflected positive balances at

multiple trading platforms in accounts used solely for derivatives transactions, including BTC

swaps such as “perpetual swaps” (sometimes referred to as “perpetual futures” or “perpetuals”)

that allow counterparties to indefinitely establish long or short positions in the underlying asset.

146. During the Relevant Period, Voyager, by and through its officers, employees or

agents, used the mails, electronic mails, wire transfers, websites, and other means or

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instrumentalities of interstate commerce, to solicit pool participants and prospective pool

participants and/or to accept or receive funds or property from pool participants.

147. During the Relevant Period, Voyager never registered with the Commission as a

CPO.

148. During the Relevant Period, Voyager was not statutorily exempt or excluded from

registration as a CPO and never filed any electronic or written notice with the National Futures

Association that it was exempt or excluded from registration as a CPO, as required by

Regulations 4.5(c) and 4.13(b)(1), 17 C.F.R. §§ 4.5(c), 4.13(b)(1) (2022).

H. Voyager’s Failure To Provide Pool Disclosure Documents

149. Voyager, while acting as a CPO of the Voyager Pool, failed to provide pool

disclosure documents as required by Regulation 4.21, 17 C.F.R. § 4.21 (2022), including but not

limited to documents providing or describing required cautionary statements, risk disclosures,

fees and expenses incurred, past performance disclosures, and others.

I. Ehrlich’s Solicitation of Customers To Purchase and Store Digital Assets on

the Voyager Platform and Failure To Register as an AP of a CPO

150. Starting in mid-2018 and continuing through the Relevant Period, Ehrlich, as

Voyager Ltd.’s, Voyager Holdings’, and Voyager LLC’s CEOs, solicited customers to purchase

digital assets on, store digital assets on, and otherwise utilize the Voyager Platform.

151. During the same time period, from his personal Twitter account and elsewhere,

Ehrlich acted as the public face of Voyager, promoted Voyager’s business, and further solicited

members of the public to purchase digital assets on, store digital assets on, and otherwise utilize

the Voyager Platform.

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152. During the same time period, Ehrlich retweeted from his personal Twitter account

Voyager tweets promoting its business, including announcing Ehrlich’s appearances to promote

Voyager.

153. During the same time period, Ehrlich tweeted regarding various Voyager features

and advocated that members of the public download and utilize the Voyager Platform.

154. During the Relevant Period, Ehrlich tweeted from his personal Twitter account

various examples of Ehrlich using the Voyager Debit Card, which, according to Voyager’s

website, “earns like crypto and spends like cash,” and was advertised as a benefit of purchasing

or storing digital assets on the Voyager Platform. On approximately June 8, 2022, Ehrlich

retweeted from his personal Twitter account a tweet stating “The number of inbound transfers of

$USDC into @investvoyager have exploded since the debit card release. Pretty clear its

attracting new customers.”

155. Ehrlich never registered with the Commission as an AP of a CPO.

J. Ehrlich’s Control Over Voyager’s Business Decisions

156. As the examples above make clear, during the Relevant Period, Ehrlich, as

Voyager Ltd., Voyager Holdings, and Voyager LLC’s CEOs, was aware of, had the power to

change, and in many cases explicitly made and/or authorized representations to the public

regarding how Voyager would treat assets; led the Loan Risk Committee responsible for

conducting diligence on and ultimately approving lending relationships with third parties

including Firm A; approved specific transfers to those third parties; and was fully looped in

regarding and personally directed Voyager’s decision making as to what to disclose to the public

regarding Voyager’s exposure to Firm A and deteriorating financial condition in 2022.

157. In his declaration filed at the outset of Voyager’s bankruptcy, Ehrlich wrote that

“I am generally familiar with the Debtors’ day-to-day operations, business and financial affairs,

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and books and records.” In that declaration, Ehrlich provided detailed information regarding

Voyager’s business operations.

V. VIOLATIONS OF THE COMMODITY EXCHANGE ACT AND REGULATIONS

COUNT ONE

Violations of Section 6(c)(1) of the Act, 7 U.S.C. § 9(1), and Regulation 180.1(a)(1)–(3),

17 C.F.R. § 180.1(a)(1)–(3) (2022)

(Fraud)

158. Paragraphs 1 through 157 are re-alleged and incorporated herein by reference.

159. Section 6(c)(1) of the Act, 7 U.S.C. § 9(1), makes it unlawful for any person,

directly or indirectly, to:

[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 . . . .

160. Regulation 180.1(a), 17 C.F.R. § 180.1(a), provides in relevant part:

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; [or] (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.

161. By reason of the foregoing, at least during the Relevant Period, Voyager Ltd.,

Voyager Holdings, and Voyager LLC (acting as a common enterprise) and Ehrlich intentionally

or recklessly, 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,

directly or indirectly: used or employed, or attempted to use or employ, a scheme or artifice to

defraud; made, or attempted to make, untrue or misleading statements of a material fact or

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omitted to state a material fact necessary in order to make the statements made not untrue or

misleading; and/or engaged, or attempted to engage, in acts, practices, or courses of business that

operated or would operate as a fraud or deceit on any person, including, but not limited to,

Voyager customers.

162. By reason of the foregoing, Voyager Ltd., Voyager Holdings, and Voyager LLC

(acting as a common enterprise) and Ehrlich violated 7 U.S.C. § 9(1) and 17 C.F.R.

§ 180.1(a)(1)–(3).

163. The acts or omissions of Ehrlich and other Voyager officers, employees, or agents

described in this Complaint were done within the scope of their office, employment, or agency

with Voyager Ltd., Voyager Holdings, and Voyager LLC (acting as a common enterprise). 

Therefore, pursuant to Section 2(a)(1)(B) of the Act, 7 U.S.C. § 2(a)(1)(B), and Regulation 1.2,

17 C.F.R. § 1.2 (2022), Voyager Ltd., Voyager Holdings, and Voyager LLC are liable as

principals for each act, omission, or failure of Ehrlich and the other officers, employees, or

agents acting for Voyager Ltd., Voyager Holdings, and Voyager LLC constituting violations of

7 U.S.C. § 9(1) and 17 C.F.R. § 180.1(a)(1)–(3).

164. Ehrlich directly or indirectly controlled Voyager Ltd., Voyager Holdings, and

Voyager LLC and did not act in good faith, or knowingly induced, directly or indirectly, the acts

constituting violations of 7 U.S.C. § 9(1) and 17 C.F.R. § 180.1(a)(1)–(3) committed by Voyager

Ltd., Voyager Holdings, and Voyager LLC (acting as a common enterprise). Therefore, pursuant

to Section 13(b) of the Act, 7 U.S.C. § 13c(b), Ehrlich is also liable as a control person for each

of Voyager Ltd.’s, Voyager Holdings’, and Voyager LLC’s violations of 7 U.S.C. § 9(1) and

17 C.F.R. § 180.1(a)(1)–(3).

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165. Each and every use or employment or attempted use or employment of a scheme

or artifice to defraud; or act of making or attempting to make untrue or misleading statements of

a material fact or omitting to state a material fact necessary in order to make the statements not

untrue or misleading; and act of engaging, or attempting to engage, in the acts, practices, or

courses of business that operated or would have operated as a fraud or deceit on any person,

including Voyager customers, is alleged as a separate and distinct violation of 7 U.S.C. § 9(1)

and 17 C.F.R. § 180.1(a)(1)–(3).

COUNT TWO

Violation of Section 4o(1)(A)–(B) of the Act, 7 U.S.C. § 6o(1)(A)–(B)

(Fraud and Deceit by CPOs and APs of CPOs)

166. Paragraphs 1 through 157 are re-alleged and incorporated herein by reference.

167. Section 1a(11)(A)(i) of the Act, 7 U.S.C. § 1a(11)(A)(i), defines a commodity

pool operator, in relevant part, as any person:

[E]ngaged in a business that is of the nature of a commodity pool, investment trust,

syndicate, or similar form of enterprise, and who, in connection therewith, solicits,

accepts, or receives from others, funds, securities, or property, either directly or

through capital contributions, the sale of stock or other forms of securities, or

otherwise, for the purpose of trading in commodity interests, including any—

(I) commodity for future delivery, security futures product, or swap . . . .

168. By reason of the foregoing, at least during the Relevant Period, Voyager Ltd.,

Voyager Holdings, and Voyager LLC (acting as a common enterprise) engaged in a business, for

compensation or profit, that is of the nature of a commodity pool, investment trust, syndicate, or

similar form of enterprise, and in connection therewith, solicited, accepted, or received from

others, funds, securities, or property, either directly or through capital contributions, the sale of

stock or other forms of securities, or otherwise, for the purpose of trading in commodity

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interests; therefore, Voyager Ltd., Voyager Holdings, and Voyager LLC (acting as a common

enterprise) acted as a CPO, as defined by 7 U.S.C. § 1a(11).

169. Regulation 1.3, 17 C.F.R. § 1.3 (2022), defines an associated person of a CPO as

any natural person associated with:

(3) A [CPO] as a partner, officer, employee, consultant, or agent (or any natural

person occupying a similar status or performing similar functions), in any capacity

which involves (i) the solicitation of funds, securities, or property for a participation

in a commodity pool or (ii) the supervision of any person or persons so engaged[.]

170. By reason of the foregoing, from at least February 28, 2022 to July 5, 2022,

Ehrlich was associated with a CPO as a partner, officer, employee, consultant, or agent in a

capacity that involved the solicitation of funds, securities, or property for participation in a

commodity pool, or the supervision of any person or persons so engaged. Therefore, Ehrlich was

an AP of a CPO as defined by 17 C.F.R. § 1.3.

171. 7 U.S.C. § 6o(1)(A)–(B) prohibits CPOs and APs of CPOs, whether registered

with the Commission or not, by use of the mails or any means or instrumentality of interstate

commerce, directly or indirectly, from employing devices, schemes or artifices to defraud any

client or participant or prospective client or participant, or engaging in transactions, practices, or

courses of business which operate as a fraud or deceit upon any client or participant or

prospective client or participant.

172. By reason of the foregoing, Voyager Ltd., Voyager Holdings, and Voyager LLC

(acting as a common enterprise), and Ehrlich, through use of the mails or any means or

instrumentality of interstate commerce: (1) knowingly or recklessly employed devices, schemes

or artifices to defraud pool participants and prospective pool participants; or (2) engaged in

transactions, practices, or courses of business which operated as a fraud or deceit upon pool

participants or prospective pool participants.

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173. By reason of the foregoing, Voyager Ltd., Voyager Holdings, and Voyager LLC

(acting as a common enterprise), and Ehrlich violated 7 U.S.C. § 6o(1)(A)–(B).

174. The acts or omissions of Ehrlich and other officers, employees, or agents acting

for Voyager Ltd., Voyager Holdings, and Voyager LLC described in this Complaint were done

within the scope of their office, employment, or agency with Voyager Ltd., Voyager Holdings,

and Voyager LLC (acting as a common enterprise). Therefore, pursuant to 7 U.S.C. § 2(a)(1)(B)

and 17 C.F.R. § 1.2, Voyager Ltd., Voyager Holdings, and Voyager LLC are liable as principals

for each act, omission, or failure of Ehrlich and the other officers, employees, or agents acting

for Voyager Ltd., Voyager Holdings, and Voyager LLC constituting violations of 7 U.S.C.

§ 6o(1)(A)–(B).

175. Ehrlich directly or indirectly controlled Voyager Ltd., Voyager Holdings, and

Voyager LLC and did not act in good faith, or knowingly induced, directly or indirectly, the acts

constituting violations of 7 U.S.C. § 6o(1) committed by Voyager Ltd., Voyager Holdings, and

Voyager LLC. Therefore, pursuant to 7 U.S.C. § 13c(b), Ehrlich is also liable as a control

person for each of Voyager Ltd., Voyager Holdings, and Voyager LLC’s violations of 7 U.S.C.

§ 6o(1)(A)–(B).

176. Each misrepresentation and omission of material fact, including those specifically

alleged herein, is alleged as a separate and distinct violation of 7 U.S.C. § 6o(1)(A)–(B).

COUNT THREE

Violation of Sections 4k(2) and 4m(1) of the Act,

7 U.S.C. §§ 6k(2), 6m(1)

(Failure to Register as a CPO and AP of a CPO)

177. Paragraphs 1 through 157 are re-alleged and incorporated herein by reference.

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178. Subject to certain exceptions not relevant here, 7 U.S.C. § 6m(1) states that it

shall be “unlawful for any . . . [CPO], unless registered under this chapter, to make use of the

mails or any means or instrumentality of interstate commerce in connection with his business as

such . . . [CPO] . . . .”

179. Subject to certain exceptions not relevant here, 7 U.S.C. § 6k(2) states that it shall

be

[U]nlawful for any person to be associated with a [CPO] as a partner, officer,

employee, consultant, or agent (or any person occupying a similar status or

performing similar functions), in any capacity that involves (i) the solicitation of

funds, securities, or property for a participation in a commodity pool or (ii) the

supervision of any person or persons so engaged,

unless such person is registered with the Commission under this chapter as an [AP]

of such [CPO] . . . .

180. By reason of the foregoing, at least during the Relevant Period, Voyager Ltd.,

Voyager Holdings, and Voyager LLC (acting as a common enterprise) engaged in a business, for

compensation or profit, that is of the nature of a commodity pool, investment trust, syndicate, or

similar form of enterprise, and in connection therewith, solicited, accepted, or received from

others, funds, securities, or property, either directly or through capital contributions, the sale of

stock or other forms of securities, or otherwise, for the purpose of trading in commodity

interests; therefore, Voyager Ltd., Voyager Holdings, and Voyager LLC (acting as a common

enterprise) acted as a CPO, as defined by 7 U.S.C. § 1a(11).

181. Voyager Ltd., Voyager Holdings, and Voyager LLC (acting as a common

enterprise), while using the mails or means of interstate commerce in connection with their

business as a CPO, have never been registered with the Commission as a CPO.

182. By reason of the foregoing, Voyager Ltd., Voyager Holdings, and Voyager LLC

(acting as a common enterprise) acted as an unregistered CPO in violation of 7 U.S.C. § 6m(1).

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183. By reason of the foregoing, at least during the Relevant Period, Ehrlich associated

with a CPO (as defined by 7 U.S.C. § 1a(11)) as a partner, officer, employee, consultant, or agent

(or any natural person occupying a similar status or performing similar functions), in a capacity

that involved the solicitation of funds, securities, or property for a participation in a commodity

pool or the supervision of persons so engaged; therefore, Ehrlich acted as an AP of a CPO as

defined by 17 C.F.R. § 1.3.

184. Ehrlich has never been registered with the Commission as an AP of a CPO.

185. By reason of the foregoing, Ehrlich acted as an unregistered AP of a CPO in

violation of 7 U.S.C. § 6k(2).

186. The acts or omissions of Ehrlich and other officers, employees, or agents acting

for Voyager Ltd., Voyager Holdings, and Voyager LLC described in this Complaint were done

within the scope of their office, employment, or agency with Voyager Ltd., Voyager Holdings,

and Voyager LLC (acting as a common enterprise). Therefore, pursuant to 7 U.S.C. § 2(a)(1)(B)

and 17 C.F.R. § 1.2, Voyager Ltd., Voyager Holdings, and Voyager LLC are liable as principals

for each act, omission, or failure of Ehrlich and the other officers, employees, or agents acting

for Voyager Ltd., Voyager Holdings, and Voyager LLC constituting violations of 7 U.S.C.

§ 6k(2).

187. Ehrlich directly or indirectly controlled Voyager Ltd., Voyager Holdings, and

Voyager LLC and did not act in good faith, or knowingly induced, directly or indirectly, the acts

constituting violations of 7 U.S.C. § 6m(1) committed by Voyager Ltd., Voyager Holdings, and

Voyager LLC. Therefore, pursuant to 7 U.S.C. § 13c(b), Ehrlich is also liable as a control

person for each of Voyager Ltd., Voyager Holdings, and Voyager LLC’s violations of 7 U.S.C.

§ 6m(1).

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188. Each instance that Voyager Ltd., Voyager Holdings, or Voyager LLC (acting as a

common enterprise) acted as a CPO but failed to register with the Commission as such is alleged

as a separate and distinct violation.

189. Each instance that Ehrlich acted as an AP of a CPO but failed to register with the

Commission as such is alleged as a separate and distinct violation.

COUNT FOUR

Violation of Regulation 4.21, 17 C.F.R. § 4.21 (2022)

(Failure to Provide Pool Disclosure Documents)

190. Paragraphs 1 through 157 are re-alleged and incorporated herein by reference.

191. 17 C.F.R. § 4.21(a)(1) provides that

[E]ach commodity pool operator registered or required to be registered under the

Act must deliver or cause to be delivered to a prospective participant in a pool that

it operates or intends to operate a Disclosure Document for the pool prepared in

accordance with §§ 4.24 and 4.25 by no later than the time it delivers to the

prospective participant a subscription agreement for the pool . . . .

192. By reason of the foregoing, at least during the Relevant Period, Voyager Ltd.,

Voyager Holdings, and Voyager LLC (acting as a common enterprise) were required to be

registered with the Commission as a CPO, but Voyager Ltd., Voyager Holdings, and Voyager

LLC (acting as a common enterprise) failed to provide prospective pool participants with pool

disclosure documents in the form specified in Regulations 4.24 and 4.25, 17 C.F.R. §§ 4.24, 4.25

(2022).

193. By reason of the foregoing, Voyager Ltd., Voyager Holdings, and Voyager LLC

violated 17 C.F.R. § 4.21.

194. Ehrlich directly or indirectly controlled Voyager Ltd., Voyager Holdings, and

Voyager LLC and did not act in good faith, or knowingly induced, directly or indirectly, the acts

constituting violations of 17 C.F.R. § 4.21 committed by Voyager Ltd., Voyager Holdings, and

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Voyager LLC. Therefore, pursuant to 7 U.S.C. § 13c(b), Ehrlich is also liable as a control

person for each of Voyager Ltd., Voyager Holdings, and Voyager LLC’s violations of 17 C.F.R.

§ 4.21.

195. Each failure to furnish the required disclosure documents to prospective pool

participants and pool participants, including those specifically alleged herein, is alleged as a

separate and distinct violation of 17 C.F.R. § 4.21.

VI. RELIEF REQUESTED

WHEREFORE, the Commission respectfully requests that the Court, as authorized by

Section 6c of the Act, 7 U.S.C. § 13a-1, and pursuant to its own equitable powers, enter:

A. An order finding that Defendant violated Sections 4k(2), 4m(1), 4o(1)(A)–(B), and

6(c)(1) of the Act, 7 U.S.C. §§ 6k(2), 6m(1), 6o(1)(A)–(B), 9(1), and

Regulations 4.21(a)(1) and 180.1(a)(1)–(3), 17 C.F.R. §§ 4.21(a)(1), 180.1(a)(1)–(3)

(2022);

B. An order of permanent injunction enjoining Defendant, and his affiliates, agents,

servants, employees, successors, assigns, attorneys, and all persons in active concert

with them, who receive actual notice of such order by personal service or otherwise,

from engaging in the conduct described above, in violation of 7 U.S.C. §§ 6k(2),

6m(1), 6o(1)(A)–(B), and 9(1), and 17 C.F.R. §§ 4.21(a)(1) and 180.1(a)(1)–(3);

C. An order of permanent injunction restraining and enjoining Defendant, and his

affiliates, agents, servants, employees, successors, assigns, attorneys, and all persons

in active concert with them, from directly or indirectly:

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

in Section 1a(40) of the Act, 7 U.S.C. § 1a(40));

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ii. Entering into any transactions involving “commodity interests” (as that term is

defined in Regulation 1.3, 17 C.F.R. § 1.3 (2022)), or digital assets that are

commodities (as that term is described herein), for their own personal account(s)

or for any account in which the Defendant has a direct or indirect interest;

iii. Having any commodity interests or digital assets that are commodities traded on

the Defendant’s behalf;

iv. 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 or digital assets that are commodities;

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

purchasing or selling any commodity interest or digital assets that are

commodities;

vi. 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) (2022); and/or

vii. Acting as a principal (as that term is defined in Regulation 3.1(a),

17 C.F.R. § 3.1(a) (2022)), agent, or any other officer or employee of any person

(as that term is defined in Section 1(a)(38) of the Act, 7 U.S.C. § 1a(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));

D. An order requiring Defendant to pay a civil monetary penalty of not more than the

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54

1(d)(1), as adjusted for inflation pursuant to the Federal Civil Penalties Inflation

Adjustment Act Improvements Act of 2015, Pub. L. 114–74, 129 Stat. 584, title VII,

Section 701, see Commission Regulation 143.8, 17 C.F.R. § 143.8 (2022), for each

violation of the Act or Regulations, plus post-judgment interest;

E. An order directing Defendant, as well as any successors thereof, to disgorge, pursuant

to such procedure as the Court may order, all benefits received including, but not

limited to, trading profits, revenues, salaries, commissions, fees, or loans derived

directly or indirectly from acts or practices which constitute violations of the Act and

Regulations, as described herein, and pre- and post-judgment interest thereon from

the date of such violations;

F. An order directing Defendant, as well as any successors thereof, to make full

restitution, pursuant to such procedure as the Court may order, to every customer and

investor whose funds Defendant received, or caused another person or entity to

receive, as a result of the acts and practices constituting violations of the Act and

Regulations, as described herein, and pre- and post-judgment interest thereon from

the date of such violations;

G. An order directing Defendant, as well as any successors thereof, to rescind, pursuant

to such procedure as the Court may order, all contracts and agreements, whether

express or implied, entered into between, with, or among Defendant and any

customer or investor whose funds were received by the Defendant as a result of the

acts and practices which constituted violations of the Act and the Regulations, as

described herein;

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H. An order directing that Defendant, and any successors thereof, make an accounting to

the Court of all of their assets and liabilities, together with all funds they received

from and paid to investors and other persons in connection with commodity

transactions and all disbursements for any purpose whatsoever of funds received from

commodity transactions, including salaries, commissions, interest, fees, loans, and

other disbursement of money or property of any kind from at least the beginning of

the Relevant Period to the date of such accounting;

I. An order requiring Defendant and any successors thereof to pay costs and fees as

permitted by 28 U.S.C. §§ 1920 and 2412(a)(2); and

J. An order providing such other and further relief as the Court deems proper.

VII. DEMAND FOR JURY TRIAL

Plaintiff hereby demands a jury trial.

Dated: October 12, 2023 Respectfully submitted,

COMMODITY FUTURES TRADING

COMMISSION

By: /s/ Alan T. Simpson

Rachel Hayes (Pro Hac Vice to be filed)

rhayes@cftc.gov

Missouri Bar No. 48713

Alan T. Simpson (Pro Hac Vice to be filed)

asimpson@cftc.gov

Missouri Bar No. 65183

Attorneys for Plaintiff

COMMODITY FUTURES TRADING

COMMISSION

2600 Grand Boulevard, Suite 210

Kansas City, MO 64108

(816) 960-7700

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