Pomelo Two US LLC Consent Order - Unlicensed Money Transmission

STATE OF NEW HAMPSHIRE BANKING DEPARTMENT

In The Matter of: Pomelo Two US LLC Case No. 2025-0084

CONSENT ORDER

The State of New Hampshire Banking Department ("Department"), acting in agreement with the respondent, Pomelo Two US, LLC ("Pomelo"), finds and orders as follows:

Jurisdiction

Pursuant to RSA 399-G:2, I , the Department is charged with regulating a person that 1 "acts as a money transmitter while physically located in New Hampshire, or with, to or from persons located in New Hampshire." Pursuant to RSA 399-G:13, VII, the Department is authorized to investigate conduct that is or may be in violation of RSA 399-G. A money transmitter is a person who is engaged in the business of "selling or issuing payment instruments or stored value; or [r]eceiving currency or monetary value to transmission to another location." RSA 399-G:1, XVI & XVII. Pursuant to RSA 399-G:2, I, no person shall act as a money transmitter in New Hampshire without obtaining a license from the Department.

Background

Pomelo is a Delaware and New Hampshire registered limited liability company with a principal office location in Houston, Texas. Pomelo applied for a New Hampshire money transmitter license in November 2024 and its license was approved February 10, 2025. In its application for licensure, Pomelo disclosed that it had conducted a pilot test between July 1,

Unless otherwise indicated, references to RSA 399-G in this Consent Order are to the version of RSA 399-G in 1 effect in 2022 and 2023.

2022 and February 5, 2023, in which money transmissions were made in New Hampshire or by New Hampshire consumers. The disclosure stated that the pilot test included eight (8) transactions with New Hampshire consumers with a total dollar volume of $32,888. Pomelo fully cooperated with the Department's investigation and self-disclosed the activity occurring prior to licensure.

Acknowledgments WHEREAS Pomelo makes the following acknowledgments:

1. Pomelo voluntarily enters into and signs this Consent Order without reliance upon
   any discussions between the Department and Pomelo, without the promise of a benefit of any kind (other than the concessions contained in this Consent Order), and without threats, force, intimidation or coercion of any kind.

2. Pomelo, by entering into this Consent Order, neither admits nor denies the allegations
   set forth herein, and consents to the entry of this Consent Order solely for the purpose of resolving this matter.

3. Pomelo understands the nature of the allegations set forth herein and that they
   constitute grounds for potential sanctions, as provided by law.

4. Pomelo acknowledges, understands, and agrees that it has the right to notice and an
   adjudicatory hearing to contest the matters set forth herein, including any appeal, and hereby waives those rights. Pomelo further acknowledges that it waives the filing of any civil actions related to this matter.

5. Pomelo understands that its action in entering this Consent Order is a final act and not
   subject to reconsideration or judicial review or appeal.

6. Pomelo represents and warrants that it has all the necessary rights, powers and
   abilities to carry out the terms of this Consent Order.

7. Pomelo acknowledges that the Department is relying upon Pomelo's representations
   and warranties stated herein in making its determinations in this matter.

8. Pomelo acknowledges that this Consent Order may be revoked and the Department
   may pursue any and all remedies available under the law against Pomelo if the Department later learns that Pomelo knowingly or willfully withheld information from the Department.

9. This Consent Order is binding on all heirs, assigns and successors in interest.
   Order

Pursuant to RSA 399-G:33 , the Bank Commissioner enters this consent order to resolve 2 this matter. Accordingly, the Bank Commissioner orders as follows:

1. Pomelo shall cease and desist from any and all continuing and knowing violations of

RSA Chapter 399-G.

1. Pomelo shall remit an administrative fine of $4,000.00, which shall be made
   contemporaneously with Pomelo's execution of this Consent Order and shall be by bank check made payable to the "State of New Hampshire."

2. Failure by Pomelo to comply with any portion of this Consent Order shall constitute a
   separate and sufficient basis for administrative action, up to and including license application denial or license revocation, and monetary penalties.

3. This Order fully resolves this matter and the Commissioner will not take further
   action against Pomelo for the allegations presented herein. However, the Department

References to RSA 399-G under the heading "Order" are to the current version of RSA 399-G, effective October 2 22, 2024.