The Securities and Exchange Commission (SEC) has filed a complaint against Jeremy Jordan-Jones, the CEO and one-third shareholder of Amalgam.

Amalgam is a Delaware LLC with its principal place of business in New York, New York. Amalgam purported to be a start-up technology company with several purported lines of business, including a supposed payment processing platform.

Between at least November 2021 and February 2022 (the “Relevant Period”), Jordan-Jones, a self-proclaimed “serial entrepreneur,” made multiple material misrepresentations to a venture capital firm (“Investor A”) that invested $500,000 in Amalgam Capital Ventures LLC for the purported purpose of launching a blockchain-based point-of-sale and payment processing platform called Zeo.

Rather than spending Investor A’s funds to launch Zeo, Jordan-Jones misappropriated portions of the funds to pay personal expenses unrelated to Amalgam’s business- including payments to a luxury car dealership, department stores, luxury clothing and accessory brands, and to purchase art.

To secure Investor A’s investment, Jordan-Jones misrepresented to Investor A, among other things, that Zeo was operational, and that Amalgam had a significant positive cash balance, revenue-generating contracts, and assets worth over $3 million.

In fact, contrary to Jordan-Jones’ representations to Investor A, Zeo was not operational, and Amalgam’s cash balance was negative, it had no revenue-generating contracts, and its purported assets did not exist.

In late December 2021 and early January 2022, Investor A paid Amalgam $500,000 in exchange for a promissory note convertible to Amalgam’s limited liability company (“LLC”) membership interests or, if Amalgam later became a corporation, to its stock.

By February 24, 2022, Jordan-Jones had spent all of Investor A’s $500,000 investment, primarily on expenses unrelated to Amalgam’s purported business.

The SEC accuses Jordan-Jones of violations of Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)], Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

The Commission seeks a final judgment: (a) permanently enjoining Jordan-Jones from violating the federal securities laws and rules this Complaint alleges he has violated; (b) ordering Jordan-Jones to disgorge all ill-gotten gains he received as a result of the violations and to pay prejudgment interest thereon, pursuant to Exchange Act Sections 21(d)(3), 21(d)(5), and 21(d)(7) [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)]; (c) ordering Jordan-Jones to pay civil money penalties pursuant to Securities Act Section 20(d) [15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)]; (d) permanently prohibiting Jordan-Jones from serving as an officer or director of any company that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 78l] or that is required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)].