[PUBLISH]

In the

United States Court of Appeals

For the Eleventh Circuit

____________________

No. 20-11675

____________________

CHARLES WILDES, et al.,

Plaintiffs,

ALBERT PARKS, 

FARAMARZ SHEMIRANI, 

CORY STRUZAN,

MARYANN MARRYSHOW, 

MIJA YOO, 

NELSON ARIAS,

Plaintiffs-Appellants,

PAUL LONG, et al.,

Consolidated Plaintiffs,

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2 Opinion of the Court 20-11675

versus

BITCONNECT INTERNATIONAL PLC, 

a foreign corporation, 

BITCONNECT LTD., 

a foreign corporation, 

BITCONNECT TRADING LTC., 

a foreign corporation,

GLENN ARCARO, 

an individual, 

TREVON BROWN, 

an individual, 

a.k.a. Trevon James, et al.,

Defendants-Appellees,

NICHOLAS TROVATO, et al.,

Consolidated Defendants.

____________________

Appeal from the United States District Court

for the Southern District of Florida

D.C. Docket No. 9:18-cv-80086-DMM

____________________

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20-11675 Opinion of the Court 3

Before BRANCH, GRANT, and ED CARNES, Circuit Judges.

GRANT, Circuit Judge:

An online promotions team posted thousands of videos, all 

with a single aim: persuading people to buy BitConnect coin, a new 

cryptocurrency. But BitConnect coin wasn’t a sound investment—

it was a Ponzi scheme. After that scheme collapsed, BitConnect 

buyers sought to hold the promoters liable under section 12 of the 

Securities Act of 1933 for soliciting the purchase of unregistered 

securities.

The marketers insist that they cannot be held liable because 

the Securities Act covers sales pitches to particular people, not

communications directed to the public at large. Not so—neither 

the Securities Act nor our precedent imposes that kind of 

limitation. Solicitation has long occurred through mass 

communications, and online videos are merely a new way of doing 

an old thing. Because the Securities Act provides no free pass for 

online solicitations, we reverse the district court’s dismissal of the 

section 12 claim.

I. 

BitConnect and its promoters stoked public enthusiasm for

a new form of cryptocurrency, the BitConnect coin. But as the 

plaintiffs tell it, each round of investors was simply paid back by the 

one that followed—with the promoters siphoning off money each 

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4 Opinion of the Court 20-11675

time.1 The story was that investors could buy BitConnect coins

and then earn outsized returns without doing anything else. In the

“staking” program, for example, investors could earn up to 10 

percent interest per month, guaranteed, just for holding their 

BitConnect coin in a virtual “wallet.” And in the lending program, 

investors lent their coins to BitConnect, which ostensibly traded 

them for profit. BitConnect promised “lenders” extravagant 

earnings—not only fixed interest each day (as well as possible daily

bonus interest) but also up to 40 percent interest at the end of each 

month. 

Skeptics of this “opportunity” would be proven right. The 

promised interest did not reflect growth in BitConnect’s value, or 

result from traders’ ability to beat the market by unthinkable 

margins. BitConnect’s original investors simply received their

so-called returns from the money paid by new investors hoping for 

the same. 

To keep this Ponzi scheme running, each round of investors 

required still more to follow. That is where BitConnect’s “multilevel marketing” structure came in, incentivizing each set of 

investors to draw in a new round of recruits. “Promoters”

encouraged others to sign up for BitConnect, and earned a

commission on the investments that followed. Some number of 

those recruits became promoters themselves, bringing in more

1 For purposes of this appeal, we take those allegations as true. See Statton v. 

Florida Fed. Jud. Nominating Comm’n, 959 F.3d 1061, 1062 (11th Cir. 2020).

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20-11675 Opinion of the Court 5

investors. A share of each investment would then pass on to the 

recruit’s promoter, her promoter’s promoter, and so on and so 

forth—a classic pyramid scheme. 

Glenn Arcaro played a significant role in BitConnect’s 

pyramid-on-Ponzi scheme. He was the national promoter for the 

United States, which meant that he managed a team of regional 

promoters. Together, the team created an extensive U.S. 

marketing scheme for BitConnect, which included multiple

websites where Arcaro encouraged viewers to buy BitConnect 

coins. At glennarcaro.com, for example, he told potential investors 

that passive income was merely “a click away”—all they needed to 

do was take “a few minutes” to join BitConnect. At BitFunnel, he

instructed investors to fill out a form to access a video about “how 

to make huge profits with BitConnect.” And at Futuremoney.io, 

Arcaro hosted a course called Cryptocurrency 101, which 

culminated in lessons on how to create a BitConnect account and 

how to transfer bitcoin there. Arcaro also shaped his team’s 

recruitment efforts, directing regional promoters to create videos 

about investing that always ended with a pitch for BitConnect. 

Together, Arcaro and his team posted thousands of YouTube 

videos extolling BitConnect, and those videos were viewed 

millions of times. 

Millions of views led to millions of dollars. Just short of a 

year after the coin’s introduction, BitConnect was bringing in

around $7 million per week in investments from the United States. 

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6 Opinion of the Court 20-11675

And that was not the limit; the next month, BitConnect’s weekly 

haul was more than $10 million. 

All that money still could not sustain BitConnect’s Ponzi 

scheme. So as the year ended, BitConnect came up with another 

plan to reel in millions—and announced that it would offer another 

cryptocurrency, BitConnectx. State regulators, however, had 

other ideas. At the start of the new year, Texas issued an 

emergency cease and desist order, and North Carolina soon 

followed suit. Within days, the scheme unraveled. BitConnect 

closed its trading platform, and the value of its cryptocurrency

plummeted; within “moments” its value fell by almost 90%. 

Months later, the coin was worth only 40 cents—a 99.9% drop in 

value from the start of the year. 

Two victims of the BitConnect collapse tried to recoup their 

losses, suing on behalf of themselves and a putative class of all 

persons who had lost money in BitConnect investments. They 

alleged (among other things) that the promoters were liable under 

section 12 of the Securities Act for selling unregistered securities

through their BitConnect videos. 15 U.S.C. § 77l(a)(1); see id. 

§ 77e(a)(1). Some of the promoters moved to dismiss, arguing that 

they were liable under the Securities Act only if they had offered or 

sold the plaintiffs a security.2 They had not done so, they asserted, 

2 The plaintiffs sued Arcaro and five regional promoters he managed: Trevon 

Brown, Craig Grant, Ryan Hildreth, Ryan Maasen, and Tanner Fox. The 

district court dismissed Grant from the suit because the plaintiffs failed to 

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20-11675 Opinion of the Court 7

because their videos did not “directly communicate” with the 

plaintiffs. 

The district court agreed. It said that the plaintiffs needed to 

allege that the promoters had urged or persuaded them—

“individually”—to purchase BitConnect coins. Because the 

plaintiffs based their case on interactions with the promoters’ 

“publicly available content,” the district court concluded that their 

complaint failed to state a section 12 claim. It also dismissed the 

remaining state-law claims against the promoters because 

jurisdiction for those claims was premised on a Securities Act 

violation. 

The plaintiffs were given a chance to amend their complaint

and did so, adding claimants who—unlike the original plaintiffs—

had signed up for BitConnect directly through the promoters’ 

referral links. The district court dismissed the amended complaint 

(and a similar one that followed) because the new plaintiffs, just 

like the old ones, had never received a “personal solicitation” from 

the promoters. This appeal followed.3

timely serve him. The plaintiffs managed to serve the other promoters, but 

for reasons that are not clear from the record, only Arcaro and Maasen moved 

to dismiss the case. 

3 The plaintiffs appeal rulings contained in orders that also dismiss other claims 

against the promoters and YouTube, as well as unserved defendants. In their 

briefs, however, the plaintiffs challenge only the dismissal of their section 12 

and state-law claims against the promoters. The plaintiffs therefore do not 

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8 Opinion of the Court 20-11675

II. 

We review de novo a dismissal for failure to state a claim. 

Godelia v. Doe 1, 881 F.3d 1309, 1316 (11th Cir. 2018). In doing so, 

we accept the complaint’s factual allegations as true and construe 

them in the light most favorable to the plaintiffs. Id.

III. 

The only question here is whether a person can solicit a 

purchase, within the meaning of the Securities Act, by promoting 

a security in a mass communication. Arcaro insists that liability

follows only when a seller directs a solicitation to a particular 

prospective buyer.4 Mass communications, in his view, are never 

enough. That rule would certainly go a long way toward 

eliminating liability for the promoters here, and for others who 

champion dicey investments through modern communication 

channels. The problem for these promoters is that nothing in the 

Securities Act makes a distinction between individually targeted 

sales efforts and broadly disseminated pitches.

The Securities Act prohibits a person from using “any means 

or instruments of transportation or communication in interstate 

commerce” to sell an unregistered security. 15 U.S.C. § 77e(a)(1). 

And to enforce the prohibition, section 12 of the Act authorizes 

appeal the dismissal of their other claims—including their claim against 

YouTube and their claim against Arcaro under section 15 of the Securities Act. 

4 Arcaro was the only promoter to file a brief in this appeal.

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20-11675 Opinion of the Court 9

buyers of an unregistered security to sue a person who “offers or 

sells” it. Id. § 77l(a)(1).

So what does it mean under the Act to offer or sell a security? 

In reverse order, a person sells a security when he makes a 

“contract of sale” for or disposes of a security for value. Id.

§ 77b(a)(3). And a person offers a security “every” time he makes 

an “offer to dispose of”—or a “solicitation of an offer to buy”—a 

security for value. Id. 

Nowhere in those definitions does Congress limit 

solicitations to “personal” or individualized ones as the district 

court did here. In fact, the Act suggests the opposite. It makes a 

person who solicits the purchase of an unregistered security liable 

for using “any means” of “communication in interstate 

commerce.” Id. § 77e(a)(1) (emphasis added); see id. § 77l(a)(1). 

Among those methods is “any prospectus”—which the Act defines 

to include communications as impersonal as radio and television 

advertisements. Id. §§ 77e(a)(1), 77b(a)(10).

Nor is the proposed limitation somehow baked into the 

word “solicitation.” When Congress provided in 1933 that an offer 

included a “solicitation,” that word meant something broader than 

Arcaro now contends. See Securities Act of 1933, Pub. L. No. 

73-22, § 2(3), 48 Stat. 74, 74. Solicitation unsurprisingly entailed the

“pursuit, practice, act, or an instance, of soliciting,” and “solicit”

meant “to approach with a request or plea, as in selling.” Webster’s 

New International Dictionary of the English Language 2393–94 (2d 

ed. 1938). And cases from that era show that a sales “approach” did 

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10 Opinion of the Court 20-11675

not need to be personal to amount to a solicitation. Rather, people 

understood solicitation to include communications made through 

diffuse, publicly available means—at the time, newspaper and 

radio advertisements. See, e.g., Cochran v. United States, 41 F.2d 

193, 196–97 (8th Cir. 1930) (“solicitation” of securities purchases

occurred “by means of divers newspaper advertisements”); 

Horwitz v. United States, 63 F.2d 706, 709 (5th Cir. 1933) (Sibley, 

J., concurring) (“radio communications” were “clearly 

solicitations”); People ex rel. Chi. Bar Ass’n v. Goodman, 366 Ill. 

346, 348 (1937) (a “widespread plan of solicitation” included

“advertisement in the telephone directory” and “radio 

announcements”); In re Tracy, 197 Minn. 35, 37 (1936) (attorney 

“solicited” clients “by advertisements in newspapers”); Dvorine v. 

Castelberg Jewelry Corp., 170 Md. 661, 666 (1936) (defendant 

“continuously solicited” the public “by extensive advertisements 

inserted in the daily newspapers published in Baltimore City”). 

Under the text, then, a solicitation need not be “personal” to trigger 

liability. Broadly disseminated communications also can convey a

solicitation—indeed, they are consistent with the longstanding 

interpretation of the term.

Moreover, and contrary to Arcaro’s suggestion, Securities 

Act precedents do not restrict solicitations under the Act to 

targeted ones. The leading case interpreting section 12, Pinter v. 

Dahl, says nothing about what solicitation entails. 486 U.S. 622 

(1988). It instead focuses on the result and intent necessary for 

section 12 liability: the solicitation must succeed, and it must be 

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20-11675 Opinion of the Court 11

motivated by a desire to serve the solicitor’s or the security owner’s 

financial interests. See id. at 647. Three years later, this Court 

touched on the meaning of solicitation. But we held only that, for 

solicitation to occur, a person must “urge or persuade” another to 

buy a particular security. Ryder Int’l Corp v. First Am. Nat’l Bank, 

943 F.2d 1521, 1531, 1534 (11th Cir. 1991) (quotation omitted). We 

never added that those efforts at persuasion must be personal or 

individualized.

Technology has opened new avenues for both investment 

and solicitation. Sellers can now reach a global audience through 

podcasts, social media posts, or, as here, online videos and web 

links. But under the district court’s cramped reading of the 

Securities Act, a seller who would be liable for recommending a 

security in a personal letter could not be held accountable for 

making the exact same pitch in an internet video—or through 

other forms of communication listed as exemplars in the Act, like 

circulars, radio advertisements, and television commercials. See 15 

U.S.C. §§ 77e(a)(1), 77b(a)(10). That makes little sense. A seller 

cannot dodge liability through his choice of communications—

especially when the Act covers “any means” of “communication.” 

Id. § 77e(a)(1). We decline to adopt an interpretation that both 

contradicts the text and allows easy end-runs around the Act.

A new means of solicitation is not any less of a solicitation. 

So when the promoters urged people to buy BitConnect coins in 

online videos, they still solicited the purchases that followed. The 

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12 Opinion of the Court 20-11675

plaintiffs therefore have stated a section 12 claim against Arcaro 

and the other promoters.5

IV. 

Arcaro argues that the plaintiffs should nonetheless lose 

because they abandoned any challenge to an independent ground 

for dismissing their claim—namely, they did not allege that they 

had purchased the coins “as a result of” Arcaro’s solicitations. 

Arcaro divines this alternative holding from a single sentence in the 

district court’s order, which said that “the additional allegations” in 

the amended complaint “fail to allege that Plaintiffs purchased 

securities as a result of Arcaro’s and/or Maasen’s personal 

solicitation.” 

Though we do not see Arcaro’s interpretation as the most 

obvious, that sentence, standing alone, might imply that the district 

court thought the plaintiffs did not allege that the promoters’ 

videos had convinced them to invest. But the district court did not 

end there. It continued by explaining that the claim failed because 

the plaintiffs had not alleged that the promoters “engaged in active 

efforts to urge or persuade any of the Plaintiffs to invest in 

BitConnect.” And the court focused at length on the plaintiffs’ 

5 The district court also gave an alternative reason for dismissing any claims 

against Brown, Hildreth, and Fox—that the plaintiffs had failed to prosecute 

those claims. On appeal the plaintiffs have failed to raise, and thus abandoned, 

any challenge to that ground for dismissal. See Sapuppo v. Allstate Floridian 

Ins. Co., 739 F.3d 678, 680 (11th Cir. 2014). We therefore affirm the dismissal 

of the claims against those three defendants. 

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20-11675 Opinion of the Court 13

failure to allege that any promoter had “personally solicited” an 

investment. So the court dismissed the case because the 

solicitations weren’t “personal,” not because the solicitations didn’t 

lead to the plaintiffs’ purchases. Indeed, the district court 

recognized that the plaintiffs alleged that they had bought 

BitConnect coins “because of” the promoters’ “recruitment 

efforts.” We see no reason to read the district court’s opinion as 

coming to a conclusion that is in tension with its own 

characterization of the complaint.

V. 

The plaintiffs also ask us to reinstate their state-law claims 

against the promoters. The district court dismissed those claims 

for lack of personal jurisdiction; the plaintiffs had premised 

jurisdiction on the Securities Act but (according to the district 

court) had not stated a claim under the Act. As explained above, 

though, the court incorrectly dismissed the section 12 claim. Its

reason for holding that it lacked jurisdiction thus cannot stand.

* * *

When a person solicits the purchase of securities to serve his 

(or the security owner’s) financial interests, he is liable to a buyer 

who purchases those securities—whether that solicitation was 

made to one known person or to a million unknown ones. Using 

publicly available videos, the promoters here—with Arcaro in the 

lead—convinced the plaintiffs to buy BitConnect through their 

referral programs and earned a commission on those investments. 

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14 Opinion of the Court 20-11675

We therefore REVERSE the district court’s dismissal of the section 

12 claim against Arcaro and Maasen; VACATE its dismissal of the 

state-law claims against them; AFFIRM its dismissal of any other 

claims and defendants in the orders appealed; and REMAND this 

case for further proceedings consistent with this opinion.

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