SEC Charges Entities Operating Crypto Asset Trading Platform Mango Markets for Unregistered Offers and Sales of the Platform’s “MNGO” Governance Tokens

The Securities and Exchange Commission today filed settled charges against Mango DAO and Blockworks Foundation for engaging in the unregistered offer and sale of crypto assets called "MNGO" tokens. The SEC also settled charges against Blockworks Foundation and Mango Labs LLC for engaging in unregistered broker activity in connection with various crypto assets being offered and sold as securities on the Mango Markets platform. The SEC's complaint alleges that by skirting the SEC's registration provisions, Mango DAO, Blockworks Foundation, and Mango Labs deprived investors of critical protections afforded by the federal securities laws.

According to the SEC's complaint, starting in August 2021, Mango DAO, a purportedly decentralized autonomous organization, or DAO, and Blockworks Foundation, a Panamanian entity, raised more than $70 million from unregistered offers and sales of MNGO tokens, the so-called governance tokens of the Mango Markets platform, to hundreds of investors worldwide, including in the U.S. The SEC also alleges that, since at least August 2021, Blockworks Foundation and Mango Labs each operated as an unregistered broker by actively soliciting and recruiting users of Mango Markets to trade securities; providing advice and valuations as to the merits of an investment in securities; and helping to facilitate securities transactions on the Mango Markets platform by assisting customers in opening accounts and regularly handling customer funds and securities.

"Since the inception of our crypto enforcement program, our view has been that the label 'DAO' does not change the reality of who is behind a project, what activities they engage in, or whether their activities need to be registered. Nor does engaging in intermediation of securities with the aid of automated or open source software change the nature of such activities," said Jorge G. Tenreiro, Acting Chief of the Crypto Assets and Cyber Unit. "If you engage in securities-intermediary functions, you must register or be exempt from doing so, regardless of the technology employed and the type of legal entity used."

The SEC's complaint, filed in U.S. District Court for the Southern District of New York, charges Mango DAO and Blockworks Foundation with violations of the securities offering registration provisions of the Securities Act of 1933, and charges Blockworks Foundation and Mango Labs with violations of the broker registration provisions of the Securities Exchange Act of 1934. Without admitting or denying the allegations, Mango DAO, Blockworks Foundation, and Mango Labs have agreed to settle the SEC charges, consenting to injunctions and orders to collectively pay nearly $700,000 in civil penalties. They have also agreed to destroy their MNGO tokens, to request the removal of MNGO tokens from trading platforms, and to refrain from soliciting any trading platform to allow trading in or offering or selling MNGO. The settlements are subject to court approval.

The SEC's investigation was conducted by Kristin Pauley, with assistance from Thomas Bedkowski, both of the SEC's Crypto Assets and Cyber Unit. The SEC's litigation will be led by Alyssa Qualls of the Chicago Regional Office. The matter was supervised by Mr. Tenreiro and Amy Flaherty Hartman, also of the Crypto Assets and Cyber Unit.