Investor’s Funds Expended for Personal Items, Not on Company

Convincing investors to purchase a product based on misrepresentations is a traditional focus for the Commission’s enforcement division. In some of its cases the misrepresentations, while material, are straight forward. In others they are more complex. And, in some they may not be credible to many potential investors. No matter. If the representations are false, material and believed by the person being solicited to purchase the securities, there may be a violation of the federal securities laws. That is the situation presented in one of the Commission’s most recent cases, SEC v. Jordan-Jones, Civil Action No. 1:25-cv-04297 (S.D.N.Y. Filed May 21, 2025).

Named as defendants in the action are Jermy Jordan-Jones and Amalgam Capital Ventures, LLC. Mr. Jordan-Jones is the CEO of Amalgam Capital Ventures. The company is supposedly based in New York.

Beginning in late November 2021, and continuing until early the next year, Defendant Jordan-Jones solicited an investor to invest in Amalgam Capital. The investor – Investor A – was told that the firm had launched a blockchain-based point-of-sale and payment processing platform called Zeo. The investor was also told that the firm was operational and had $3 million in assets.

In fact, the firm did not have $3 million in assets; it was not operational.

The investor agreed to put $500,000 into the venture. Yet when the investor gave Defendant Jordan-Jones the funds, the money was not put into the venture. To the contrary, Defendant Jordan-Jones used the funds obtained from the investor for personal items – the money did not go the company. Rather, Defendant Jordan-Jones spend the investor’s capital on items for himself. The complaint alleges violations of Securities Act Section 17(a) and Exchange Act Section 10(b) and Rule 10b-5. The U.S. Attorney’s Office for the Southern District of New York filed parallel criminal charges. See Lit. Rel. No. 26309 (May 22, 2025).