SEC v. Tai Mo Shan Limited - Cease-and-Desist Order and $123M Penalty

UNITED STATES OF AMER ICA Before the SECURITIES AND EXCHAN GE COMMI SSION SECURITIES E XCHANG E ACT OF 1 934 Release No. 1048 75 / Februa ry 20, 2 026 ADM INI STRA TIVE PRO CEED ING File No. 3 - 22382 In the Matter of Ta i Mo Sh an L im ited, Res pon dent.::::::: SECOND E XTENS ION ORDE R The Division of Enforcement (“Division”) has requested an extension of time until August 20, 2026 to submit a Proposed Plan of Distribution under Rule 1101(a) of the Commission’s Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1101(a). On December 20, 2024, the Commission issued an Order Instituting Cease- and - Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making Findings, and Imposing a Cease- and - Desi st Order (t he “Ord er”) 1 against Ta i Mo Shan Limite d (“Tai Mo Sh an” or the “Respondent”). In the Order, the Commission found that from January 2021 to May 2022, Tai Mo Shan, directly or indirectly, offered and sold securities through the use of interstate commerce when no r egistrat ion stat ement was i n effect wi th resp ect to thes e offer s and sales. The Commission found that, as a result of this conduct, Tai Mo Shan violated Sections 5(a) and (c) of the S ecurit ies Act. The Commission further found Tai Mo Shan negligently engaged in a course of conduct in May 2021 that misled members of the investing public about the efficacy of 1 Securit ies Act R el. No. 1134 9 (Dec. 2 0, 2 024).

2 Terraform’s so - called “alg orithmi c stablecoi n,” US T. The Commission found that as a re sult of its negligent conduct, Tai Mo Shan violated Section 17(a)(3) of the Securities Act. The Commission ordered the Respondent to pay $73,452,756.00 in disgorgement, $12,916,153.00 in prejudgment interest, and a $36,726,378.00 civil money penalty, for a total of $123,095,287.00, to the Commission. The Commission also created a Fair Fund, pursuant to Section 308(a) of the Sar banes -Oxley Act of 2002, so the penalty collected, along with the disgorgement and prejudgment interest collected, can be distributed to harmed investors (the “Fair Fund ”). The Fair Fund consists of the $123,095,287.00 collected from the Respondent. The Fair Fund has been deposited in a Commission- desi gnated accoun t at t he U.S. Department of the Treasury, and any accrued interest will be added to the Fair Fund. On February 20, 2025, the Division, pursuant to delegated authority, issued an Extension Order, 2 extending the time to submit a proposed plan of distribution to February 20, 2026, because th e staff n eeded more ti me to among other things, complete the fund administrator solicitation and appointment process; develop the distribution methodology; coordinate, as appropriate, with the anticipated distribution of funds paid in connection with SEC v. Terraform Labs PTE, Ltd., et al., 23- cv -1346-JSR (S.D.N.Y.); and prepare the proposed plan of distribution. Due to the complexity o f the matter, including c oordination with r elated parallel proceedings, and the loss of time due to 2025’s lapse in the Commission’s appropriations, additional time is need ed to complete these tas ks. Theref ore, the staff req uests that the time to submit a proposed plan of distribution be extended to August 20, 2026. 2 Extensi on Orde r, Excha nge Act R el. No. 1024 70 (Feb. 20, 2025).

3 Accordingly, for good cause shown, IT IS HEREBY ORDERED that the Division’s request for an extension of time until August 20, 2026 to submit a Proposed Plan of Distribution is granted. For the Commission, by the Division of Enforcement, pursuant to delegated authority. 3 Vanessa A. Countryman Secreta r y 3 17 C.F.R. § 200. 30 - 4(a)(2 1)(i).