Court of Chancery Dismisses Crypto Case with Leave to Transfer

IN THE COURT O F CHANCERY OF THE STATE O F DELAWARE HASH ASSE T MANAGEMENT L TD., Plaintiff, v. DMA LABS, INC., I CHI FOUNDATION, NICK POORE, BRYAN GROSS, TYLER CHRI STIAN PINTAR, and JU LIAN BRAND a/k/a JULIAN FI NCH-BRAND, Defendants.))))))))))))) C.A. No. 2025-0374-BWD MEMORANDUM OPINION RESOL VING MOTIONS T O DISMISS Date Submitte d: January 22, 2026 Date Decided: Febr uary 9, 2026 Daniel Griffith, WHITEFORD, TAYLOR & PRESTON LLC, Wilmington, DE; OF COUNSEL: George Benaur, BENAUR LAW LLC, New York, N Y; Attorneys f or Plaintiff HASH Asset Managemen t Ltd. William M. Alleman, Jr., MELUNEY ALLEMAN & SPENCE, LLC, Lewes, DE; OF COUNSEL: Aar on T. Morris, Andr ew W. Robertson, Willia m Spruance, MORRIS KANDINO V LLP, New York, NY; Attorney s for Defendants D MA La bs, Inc., ICHI Found ation, Nick Poore, and B ryan Gross. Sara A. Barry and Louis F. Masi, CONNOLLY GALLAGHER LLP, Wilmington, DE; Attorneys for Defendant Tyle r Christian Pintar. Kevin S. Ma nn, CROSS & SIMON, LLC, Wilmington, DE; Attorneys for Defendant Julian Bran d a/k/a Julian F inch -Brand. DAVID, V.C.

The plaintiff in this action, a Cayman Islands inve stment fund, paid $16 million in stablecoin to purchase crypto tokens known as “oneTokens” issued by ICHI Foundation, staking its investment to a permissionless lending and borrowing pool hosted by nonparty Rari Capital. Just three months later, several cryptocurrenc y wallet s engaged in a pattern of cy clical borrowing that firs t cause d a dramatic i ncrease, and then a dramatic decrease, in the value of oneTokens. In the span of a few day s, the plaintiff lost nea rly all of it s investment. The plaint iff now brings this action against the Ca yman Island s foundation that issued the oneTokens, the Delaware corporation that wrote the foundation’ s code, and several individuals who purportedly controlled or were emp loyed b y those entities, alleging claims for fraud, b reach of contract, conversion, breach of fi duciary duty, and pierci ng the corporate ve il. As explained b elow, although the plaintiff purports to bring a cl aim fo r breach of fiduciary d uty, th e operative amen ded complai nt fa ils t o allege any s pecial relationship that could support such a cla im. Similarly, the am ended complai nt a sks the C ourt to pierce the corporate veil but fails to a dequately allege a basis to suppor t that request. Because the only claims supporting the Court of Chancery’s exercise of subject matter jur isdiction are insuff ic iently pled, this ac tion is dismissed w ith leave to transfe r the plaintiff’s legal claims to the Superior Cour t.

2 I. BACKGROU ND 1 A. DMA, ICHI, And OneTokens D efendant DMA Labs, Inc. (“DMA”) is a D elaware corporation that operates in the cryptocurrenc y space. A m. Compl. ¶ 17. Defendant Bryan G ross is D MA’s founder an d serve d as its Chief Executive Officer, while defendant Nick Poore served as Chief Technic al Officer. Id. ¶¶ 19 – 20. Both Gr oss and Poore also serve d as directors o n DMA’s board of direc tors. Id. ¶ 20. “Tokens” are digital asset s created on a blockchain t hat represent assets or rights in a blockchain ecosystem. See id. ¶ 28. Blockchain co mpanies develo p protocols to govern the process for issuing tokens. See id. ¶ 3 8. Between June and October 2020, a protocol was launc hed fo r the issuance of a governance toke n called “ICHI, ” to be coded by DMA (the “ICH I Protocol”). 2 Id. The ICHI Protocol contemplate d deploying a decentralize d autonomous organization (“DAO”) to support the minting of “ oneTokens, ” purported stable coins — in other words, cryptocurrenc y intended to maintain a stable v alue by pegging i ts value to anothe r 1 The foll owing facts are taken fr om Plaintiff’s Amended Verified Complaint for Breach of Fiduciary Duty (the “Amen ded Complai nt”) and the docu ments incorporated by reference therein. Am. Verified Compl. for Breach of Fiduciary Duty [herein after Am. Compl.], Dkt. 16. The transcript of the oral argument held on January 22, 2026 is cited as “ Tr. at __”. 2 A “governance” token gives users decision- making rights in a blo ckchain system. See Am. Compl. ¶ 44.

3 stable asset, such as the dollar or gold. Id. ¶¶ 3 5, 38 – 39; id., Ex. A at 3. In O ctober 2021, Gross established d efendan t ICH I Foundation (the “Foundation”), an independent owner less foundation form ed under the Ca yman Islands Foundation Company Act, 3 t o execu te decisions made by the DAO in accordance with the Foundation’s governance docum ents. Am. Compl. ¶ 40. At some point, defendant Julian Brand (also kn own as Julian Finch -Brand) worked as a B usiness Development Manager for the Foundation. Id. ¶ 22. The Amended Complai nt d escribes defendant Tyler Christian Pintar a s Brand’s “associate.” Id. ¶ 21. B. The Offering D ocuments In late 2021, the Foundation hosted a w ebsite on which p otential invest ors could access an offering memorandum and other ma terials describing ICHI and oneTokens (the “Offering Documents”). Id. ¶ 42. A s describ ed in t he Offering Documents, “[w] hen minting a o neToken, [u sers] pay $ 1 in value in a mixture of USD hard pegged stableco in and the oneToken ’ s specific native p roject token. ” See 3 The Cayman Islands Foundation Companies Act provides f or the formation of a corporate vehicle called a “foundation” that has limited liability and separate legal existence, but d oes not require membe rs th at own the foundation. See generally Foundation Companies Act, 2025 (Cayman Islands).

4 id., Ex. A. at 4 1. T he stablecoin is stored in a “ Collateral Reserve ” and the n ativ e project toke ns are stored in a “ Communit y Treasury. ” 4 Id. at 40. The Offering Documents represent ed that a h older “ could redeem a oneToke n at any time ” for one dollar in USD Coin, 5 less a redempt ion fee, “while supplies last. ” Am. Compl. ¶ 43; id., Ex. A at 31, 38, 40 (stating oneToke ns could be “Redeem[ed] f or Exactly $ 1” and held “No” liquidation risk). The Offe ring Documents further repre sented that holders of oneToken would have a right to vote on control over the Treasury’s contents. See id. at 5 (“ Only the community of each individual pro ject can govern t he treasury b acking its currency.”). The Offering Documents also claimed that oneTokens were protected by an “Angel Vault,” a liquidity p rotection device that would create a protective “buy wall” to s tabilize o neToken s’ value. 6 Id. at 24 – 28. According to Plaintiff, however, Defendants failed to regularly update Angel Vault ’s co de, and in p ractice, the Angel Vault buy wal l became “ easily o verwhelm[ed]. ” Am. Com pl. ¶ 48. 4 The Court is aware that the structure of crypto -collater al ized stablecoin is m or e complicated tha n the description above ref lects but accepts the allegations in the Amended Complaint as true, as it must on a motion to di smiss. 5 USD Coin is a stablec oin pegged to the U.S. dollar. Am. Compl. ¶ 32. 6 A buy wall is a conc entration of buy orders to create demand, t hereby a cting as tempo rary price support. Am. Co mpl. ¶ 6.

5 C. Plaintiff Inve sts In ICHI And Stake s Crypto In Rari Pool 136. Plaintiff HAS H Asset Mana gement, Ltd. (“ HASH” or “P laintiff”), a Ca yman Islands entity, first reviewed the Offering Document s in late 2021. Id. ¶¶ 55 – 56. I n January 2 022, Plaintiff began communica ting with certain Defendants about ICHI through a Disc ord channel. Id. ¶ 56. During those discussions, Plaintiff was offered t he opportunity to invest in a permissionless l ending and borro wing pool ca lled “Rari Pool 136,” hosted by nonparty Rari Capital. Id. ¶¶ 3, 57. To fund Rari Po ol 136, investors contributed stablecoins to a liquidity pool. Id. ¶ 3. Borrowers who posted crypto as collatera l could borrow from Rari Pool 136, and initial investors in Rari Pool 136 would earn a return when t he borrowers’ deb ts were re p aid. Id. Allegedly i n reliance on Defendants’ statements in the O ffering Documents, other public docume nts, and private communications on Discord, Plaintiff paid $16 million in USD Coin to purchase t hree types of oneTokens: “oneU NI,” “oneBTC,” and “oneDO DO.” Id. ¶¶ 3 2, 43, 60. Plaintiff staked its oneToke ns and other stablecoins to Rar i Pool 136 to earn intere st. Id. ¶¶ 57, 60. D. Defendants Transfe r The C ontents Of The Collateral Reserve To Rari Pool 136 And Plaintiff Suffers L osses. Unbeknownst to Plaint iff and other investors, i n J anuary 2022, Defendan ts began to divert tens of millions of dol lars in inves tor-deposited stablecoins out of the Collateral Re serve and into Rari Po ol 136. Id. ¶¶ 64 – 65.

6 In Marc h 202 2, ICHI’s price began “climbing sharply. ” Id. ¶ 67. When Plaintiff raise d concerns, Gross assure d Plaintiff that “ the b uy wall remaine d strong and could absorb sales even a t the increa singly higher prices if wallets b egan to liquidate their holdin gs ” an d the Fo undation “ would ma ke nece ssary adju stments t o the buy wa ll’s parameters to e nsure it rem ained strong.” Id. ¶ 69. On April 6, D efendants m oved approximately $6.8 mill ion in s tablecoin from the Collateral Reser ve into Rari Pool 136. Id. ¶ 70. The next day, several cryptocurrenc y wallets engaged in a pattern o f cyclical borrowing, using Rari Pool 136 to drive up the price of ICHI. Id. ¶ 71. The wallets (1) posted ICH I as collateral in Rari Pool 136 to borro w stablec oins, (2) used t he borro wed stablecoi ns to purchase more ICHI, driving up the price, (3) posted the newly p urchased ICHI as collateral in Rari Pool 136 to borrow more stablecoins; and (4) repeated the proc ess. Id. ¶ 68. Between April 7 and 8, the price of ICHI increased from $79 to $139. Id. ¶ 72. Mean while, Defendants removed the remainder of stablecoins in the Collateral Reserve — appro ximately $4 m illion in stable coin — to Rari Poo l 136. Id. ¶ 73. On April 11, a cryptocurrenc y wallet sold $10 million in ICHI and “[t] he value of ICHI collateral in Rari Pool 136 immediately plunged. ” Id. ¶ 76. “ The [ICHI] [P] rotocol beg an forcibly liquidating borrower s’ holdings” which “ set off a chain reaction of cascading liquidations, and a bank r un occurred as investors raced to sell their ICHI or otherwise recover the crypto they had staked to Rari Po ol 136. ” Id.

7 ¶ 73. Plaintiff tried to “ mitigate its damage s by liquida ting [its] own crypto holdi ngs from the ICHI Proto col ” but “ lost approximatel y $16 million[,] and i s now the largest holder of valueless. . . oneTokens on IC HI’s network.” Id. ¶¶ 82 – 83. Defendants blame d ICHI’s price volatil ity on market force s and third parties, insisting that there w as no “rug pull” o r scam and claimi ng that the wallet that made the init ial $10 million sale w as no t affilia ted with the Foundati on. Id. ¶ 87. However, P laintiff, a ided b y a crypto trac ing e xpert, undertook a n i nvestigation that concluded “ the key transacti ons which c aused the co llapse were executed by digital addresses li nked to DMA and ICHI F oundation insi ders. ” Id. ¶¶ 2, 91 – 92, 101. E. Procedural Hi story On December 23, 2022, Plaintiff filed a lawsuit in the United States District Court for the District of Delaware (the “Federal Action”) p remised on the allegations described above, alleging claims for violations o f federal securities laws, common law fraud, breach o f contract, breach of fiduciary duty, and conversion. HASH Asset Mgmt., Ltd. v. DMA Labs, Inc., C.A. No. 2 2-1633-JLH (D. Del. Mar. 28, 2025). O n March 28, 2025, the Federal Action was dismissed without prejudice for lack of subject matter jurisdiction. Id. On April 8, Plaintiff initiated this action through the filing of a V erified Complaint (the “Initial Complaint”). Verified Compl., Dkt. 1. The Initial Complaint alleged c laims for fraud, breach of contract, conversion, breach of fiduciary duty,

8 and violat ions of federal securities laws. Verified Compl. ¶¶ 99 – 134. On May 2, Defendants rem oved the action to federal cour t. Dkt. 13. Plaintiff filed the Amended Comp laint, d eleting its federal claims, on May 23. Am. Co mpl., Dkt. 1 6. T he ac tion wa s remande d, an d bet ween July 10 and 30, Defendants moved to dismiss the Amended Complaint (the “Motions to Dismiss”) and fi led opening briefs in support thereof. DMA Defs.’ Mot. to Dismiss, Dkt. 23; Opening Br. in Supp. of DMA Defs.’ Mo t. to Dismiss, D kt. 23; Def. Tyler Christian Pintar’s Mot. to Dismiss the Verified Am. Co mpl., Dkt. 25; Def. Tyler Christian Pintar’s Joinder and Opening Br. in Supp. o f His Mot. to Dismiss, Dkt. 36; Def. Julian B rand’s Mot. to Dismiss the Am. Verified Compl. for Breach of Fiduciary Duty, Dkt. 29; Opening Br. in Supp. o f Def. Julian Brand’s Mot. to Dismiss the Am. Verified Comp l. for Breac h o f Fiduciary Dut y, Dkt. 34. On August 28, Plaintiff filed an answering brief in opposition to the DMA Defendants’ Motion to Dismiss. Pl.’s Answering Br. in Opp’n to Defs. DMA Labs, Inc., ICHI Foundation, Nick Poore and Brya n Gross ’ Mot. to Dismiss [here inafter AB], Dkt. 37. On September 19 — before Plaintiff filed an answe ring brief in opposition to Brand’s and Pintar’s Motions to Dismiss or Defendants filed reply briefs in further support o f the M otions to Dismiss — Plainti ff file d a Motion for Leave t o Amend the Complaint (the “M otion to Am end”). Pl. HASH Asset M gmt. Ltd.’s M ot. for Leave to Amen d the C ompl., Dkt. 38. Plaintiff ’s prop osed Second Amended Ver ified

9 Complaint for Breach of Fiduciary Duty (the “Proposed Second Amended Complaint”) would add claims against Pintar an d Brand for aiding and abetting fraud and conversion and aiding and abetting breach of fiduciary duty, as well as a claim against all Defendants for civil conspiracy. Ex. to Pl.’s Br. in Supp. of Its Mot. for Leave to Ame nd Pursuant to Rules 15(a) a nd 15(a)(5)(A) ¶¶ 130 – 41, Dkt. 38. O n September 22, Plaintiff filed an answering brief in opposition to Brand’s and Pintar’s Motions to Dismiss. Pl.’s Answer ing Br. in Opp’n to Defs. Julian Brand and Tyler Pintar’s Mot. to D ismiss, Dkt. 39. D efendants opposed the amendment and filed rep ly briefs in further support of the ir Motions to Dismiss betwee n October 1 and October 13. Reply Br. in Supp. of th e DMA Defs.’ Mo t. to Dismiss, Dkt. 40; Reply Br. in Furt her Supp. of Def. Julian Bran d’s Mot. to Dism iss the Am. Verified Compl. for Breach of Fiduciary Duty, Dkt. 44; Def. Tyler Pintar’s Reply Br. in Supp. of His Mot. to D ismiss, Dkt. 47. Defendants Pintar and Brand filed an opposition to the Motion to Amend on October 20. Defs. Tyler Pintar and Julian Brand’s Joint Opp’n to Pl.’s Mot. for Leave to Amend Pursuant to Rules 15(a) and 15(a)(5)(A), Dkt. 50. Plaintiff filed a reply br ief in further support of the Motion to Amend on Octobe r 31. Pl.’s Re ply t o Defs.’ Opp’n to Mot. for Leave t o Amend, Dkt. 52. The Court heard oral argument on the Motions to Dismiss and the Motion to Amend on Jan uary 22, 2026.

10 II. ANALYSIS A. The Court Of Chancery Lacks Subject Matter Jurisdicti on Over Plaintiff’s C laims. Defendants have moved to dismiss the Amended Complaint on s evera l grounds. Among t heir arguments, Defendants contend that the A mended Compl aint’s sole bases for invoking equity jurisdicti on — a breach of fiduciary duty claim and a veil-piercing theory — are insuf ficiently pled and therefore do n ot support this Court’s exercise of subject matter jurisdiction over Plaintiff’s le gal claims for fraud, breach of contrac t, and convers ion. “The Court of Chancery is a court of limited ju risdiction.” Yu v. GSM Nation, LLC, 2017 WL 2889515, at * 2 (Del. Ch. July 7, 2017). Title 10, Section 34 2 of the Delaware C ode states that “[t]he C ourt of Ch ancery shall not h ave juris diction to determine any matter wherein sufficient remedy may be h ad by common law, or statute, before an y other court or jurisdiction of this State.” 10 Del. C. § 342. Th is Court “maintains subject matter jurisdiction ‘only when (1) the complaint states a claim for relief that is equitable in char acter, (2) the c omplaint r equests a n equi table remedy when t here is no adequa te re medy at law or (3) Chancery is v ested with jurisdiction by statute.’” Smith v. Scott, 2021 WL 1592463, at *14 (Del. Ch. Apr. 23, 2021) (quoting Perlman v. Vox M edia, Inc., 2019 WL 2 647520, at *4 (Del. Ch. June 27, 201 9), aff’d, 249 A.3d 375 (De l. 2021) (TABLE)).

11 “Chancery jurisdiction is not conferred by the incantation of magic words. ” Yu, 2017 WL 2889515, at *3 (quoting McMahon v. New Castle Assocs., 532 A.2d 601, 603 (Del. Ch. 1987)). Purport ing to allege an equitable clai m or seek e quitable relief is not enough; a b asis supporting equitable jurisdiction must be ad equately pled. A s explained b elow, although P laintiff pur ports to bring a breach of f iduciary duty claim, the Amende d Co mplaint fails to allege any sp ecial relationsh ip that could support a cla im for breach of fiducia ry duty. Sim ilarly, the Amen ded Complaint asks the Court to pierce the corporate veil but fails to adequately allege a basis to support that re quest. 1. The Amended Co mplaint Fails To Allege A Specia l Relationship Supportin g A Claim For Brea ch Of Fiduciary Duty. Count IV of the Amended Complaint alleges a claim fo r breach o f fiduciary duty against all Defendants. “A claim for breach of fiduciary requires proof of two elements: (1) that a fiduciary duty existed and (2) that the d efendant breached that duty.” P-5 GRA, LLC v. Ivankovich, 2025 WL 1483625, at *5 (Del. Ch. May 23, 2025) (quoting Bear d Rsch., Inc. v. Kates, 8 A.3d 573, 601 (Del. Ch. 2010), aff’d sub nom. ASDI, Inc. v. Beard Rsch., Inc., 11 A. 3d 749 (Del. 2 010)). “Bargained -for co mmercia l relationships between sophisticate d parties do not give rise to fiduciary duties.” Addy v. Piedmonte, 2009 WL 707641, at *17 (Del. Ch. Mar. 18, 2009). Instead, “ [a] fiduciar y relationship exists where o ne party

12 places a special trust in another and relies on that trust, or where a special duty exis ts for one party to prot ect the in terests of another.” Wi tmer v. Armistice Cap., LLC, 344 A.3d 632, 655 (Del. Ch. 2025) (quoting Wal -Mart Stores, Inc. v. AIG Life Ins. Co., 872 A.2d 611, 624 – 25 (Del. Ch. 2005), aff’d in part, re v’d in part on other grounds, 901 A.2d 106 (Del. 2006)). This “generally requires confidence repose d by one side and dominat ion and influence exercised by the other.” Id. (quoting Wal - Mart Stores, Inc., 872 A.2d at 624 – 25 (internal quotations omitted)). “ Duties of a fiduciary character will only be impose d where the relation ship or trust can be characterized as ‘special;’ fiduciary duties will not b e imposed in the midst of typical arms - length business relationships.” Id. (quoting Total Care Physicians, P.A. v. O ’ Hara, 798 A.2 d 1043, 1058 (D el. Super. 2001)). “ Fiduciary duties arise from the separation of ownership and control. The essential qual ity of a fiduc iary is that she c ontrols somet hing she does no t own.” In re Pattern Ene rgy Gp. Inc. S’ holders Litig., 2021 WL 1812674, at *40 (Del. Ch. May 6, 2021) (footnote omit ted). “ Traditional cor porate fiduciarie s like officers, directors, and controlling stockholders control a co rporatio n that stockholders own, and so owe fiduciary duties.” Witmer, 344 A.3d at 655. “ From there, where control is separated from ownership, ‘ Delaware law has acknowledged v arious relationships as p roper fiduciary relationships, for example: attorney and client, general partners, administrators or execu tors, g uardians, and princi pals and their

13 agents. ’” Id. at 655 – 56 (quotin g Bird’ s Const r. v. Milton Equestria n Ctr., 2001 WL 1528956, at *4 (Del. Ch. Nov. 1 6, 2001)). The Ame nded Com plaint fa ils to plead facts suppor ting an inference of a special relationship between Plai ntiff and any i ndividual defendant. Beginni ng with Brand and Pintar, the Amended Complain t alleges t hat Brand worked as a “Busines s Development Man ager” for the Foundation, withou t any factual allegations explaining what that position entails, and th at Pintar was Brand’s “associate.” A m. Compl. ¶¶ 12, 21 – 22. Those allegations are insufficient t o s upport a n i nference that either Brand or Pintar owed fid uciary duties to Plaintiff. As for Poore and Gross, the A mended Complaint alleges that they both “solicited [Plaintiff] to invest in the ICHI Protocol, ” and t hat Gross acted as a s elf- appointed “ [s] te ward” of ICHI, without factual allega tions explaining what that means 7; told Plaintiff he could “ influence 20% of the votes o f g overnance tokens ”; and “ made proposa ls and called for inve stors to vote on t he same.” Id. ¶¶ 59, 121(d) – (f). None of those allegation s support an in ference that Gross or Poore had interests a ligned with Plaintiff, contr olled proper ty for the benef it of Plaintiff, or otherwise occupied a position of trust sufficient to transform the parties’ relationship 7 At o ral ar gument, Plai ntiff’s c ounsel argued t hat Gros s acted as the “Network Steward” of ICHI, b ut could not explain what that means, suggest ing onl y that “[w]e’ll have to ask Mr. Gross during discovery what he meant by being a network stewar d.” Tr. at 60:13– 19.

14 from a co mmercia l arrangement t o a fiduciary one. See Wal-Mart Stores, Inc. v. AIG Life Ins. Co., 901 A.2d 106, 114 (Del. 2006) (“[I]t is vitally impor tant that the exacting standards of fiduciary duties n ot b e extended to quotidian commerc ial relationships.”); Auriga Cap. Corp. v. Gatz Props., 40 A.3d 839, 850 (Del. Ch. 2012) (“Equity distinguishes fiduciary relationships from straightforwar d commerc ial arrangements where there is no e xpectation t hat one part y will act i n the inter ests of the other.”), aff’d, 5 9 A.3d 1206 (De l. 2012). Plaintiff ’ s fiduc iary allegations primarily rel y on group pleading, asserting that all Defendants owed fiduc iary duties beca use “ Pl aintiff en trusted its cryptocurrenc y to Defendants ” w ith t he expectation that they “ would act in Plaintiff’s best interests ”; “ Defendants enjoyed discretionary power over the operation of the ICHI Platform and the disposition of cryptocurrency deposited there ”; and “[a] n information asymmetry existed between Defendants and Plaintiff as to the op eration and integrity of the ICHI Platform.” A m. Compl. ¶ 121(b) – (c). Plaintiff claims that “[c] ourts aroun d the country have held that crypto -lending protocols and its partners owe various duties to its investors, constituting a special relationship between them. ” Pl. ’s Answering Br. in Opp ’ n to Defs. Julian Brand a nd Tyler Pintar’s Mot. to Dismiss at 26. As support, Plaintiff cites Fabian v. LeMahie u, 2019 WL 4918431 (N.D. Cal. 2019), a decision in which the United States District

15 Court for th e Nor thern District of California dismissed breach of fiduciary duty claims premi sed on conclusor y allegations similar to th ose pled here: [P]laintiff asserts that [the] Defendants’ “c ustodianship” over plaintiff’s and the proposed cl ass’ [crypto token] investments, through their control o ver [a cryptocurrency exchange ] and absol ute control over essentially every aspect o f [the crypto t oken] and its value, including its continued existence, created a s pecial relationship giving rise to a fiduciary duty to plaintiff and the proposed class. In this regard, the [complaint] baldly alleges that [the] Defendants’ “significant control creates a s pec ial relationship giving rise to a fiduciary duty[.]” Such “conclusory allegatio ns of law... are insufficient to d efeat a motion to dismiss.” Plaintiff fails to provide any authority for his assertion that t hese allegations of cus todianship suffice to state a cause of action for brea ch of fiduciar y duty. . . . Id. at *11 (citat ions omitted). 8 The allegations of the Amended Complaint here similarl y fail to support an inference that any Defendant assumed a position of trust when Pl aintiff purchased oneTokens issued by the Foundatio n, a Cay man entity governed by s mart contract. Because the Amended Complaint pleads no more than an arm ’ s-length commercia l relationship (and for some Defendants, no relationship at all), Plaintiff’s failed breach of fid uciary duty claim cannot support equity jurisdic tion. 8 Plainti ff al so cites Sarcuni v. bZx DAO, 664 F. Supp. 3 d 1100 (S.D. Cal. 2023), w hich does not address fiduci ary duties.

16 2. The Amended Co mplaint Fails To Alle ge A Sufficient Basis To Pierce The Corporate Veil. Plaintiff’s only remaining equitable hook is Count V of the Amended Complaint, a claim for “P iercing the Veil and A lter E go Liability.” Am. Compl. ¶¶ 127 – 30; see Winner Acceptance Corp. v. R eturn on Cap. Corp., 2008 WL 5352063, at *5 (Del. Ch. Dec. 23, 2 008) (“Under Delaware law, ‘piercing the corporate veil may be done only i n the Court of Chancery, when the purpose of the action is t o obt ain a judgment aga inst i ndividual stockholders or officer s.’” (quotin g Eden v. Oblates of St. Francis de Sales, 2006 WL 3512482, at *8 (Del. Super. Dec. 4, 2006))). “Persuading a Delaw are court to disregard the co rporate entity is a difficult task.” Yu, 2017 WL 2889515, at * 3 (quoting W allace ex rel. Cencom C able I ncome P’rs II, L.P. v. Wood, 752 A.2d 11 75, 1183 (Del. Ch. 1999)). “ [B]ecause De laware public polic y does not ligh tly disregard the separate legal e xistence of c orporations, a plaintiff must do more t han pl ead that one corporation is the alter ego of another in conclusory fashion in order for the Court to disregard their sepa rate legal existence.” MicroStr ategy Inc. v. Acacia Rsch. Co rp., 2010 WL 5550455, at *11 (Del. Ch. D ec. 30, 2010). “In order to state a cognizable claim to pierce the corporate veil of [a corporate en tity], plaintiffs must allege facts that, if t aken as true, demonstrate the O fficers ’ an d/or t he Pare nts ’ complete dominatio n and control of the [entity ].” Wallace, 752 A.2d at 1183 – 84. In d eterminin g whether veil piercing

17 is approp riate, the Court may c onsider “ (1) whether the company was adequatel y capitalized for t he undertaking; (2) whether the compa ny was solvent; (3) whether corporate formalities w ere observed; (4) whether the dominant shareholder siphoned company funds; and (5) whether, in gener al, the comp any simply func tioned as a facade fo r the dominant shareholder. ” MicroS trategy Inc., 2010 WL 5550455, a t *11 (quoting E BG Hldgs. LL C v. Vredezic ht’s Gravenha ge 109 B.V., 2008 W L 4057745, at *12 (Del. Ch. Sep. 2, 2008)). “While these factors are useful, any single one of them is not d etermina tive.” M anichaean Cap., LLC v. Exela Techs., Inc., 251 A.3d 694, 706 – 07 (Del. Ch. 2021). The overarc hing issue is whether “ the corp orate structure [has] cause [d] fraud or similar injustice ”— in other words, whet her the corporation is “ a sha m and exist[s] for no other purpose t han a s a vehicle for fraud.” Wallace, 752 A.2d at 11 84. The Amended Complaint fails to allege any facts concer ning the capitalizatio n or s olvency of DMA or the Fo undation. In stead, the Amended Complaint alleges in conclusory fashion t hat “ Defendants functioned a s a single fraudule nt enterpr ise which was u sed to perpetrat e [a] fraudulent sc heme... through DM A” and “ siphoned off DMA and Ichi funds to the detriment of the investors in their sham offering. ” Am. Compl. ¶¶ 128– 29. Setting aside those conclusory assertions, the facts pled in the Amended Complaint establish only that DMA was incorporate d in Delaware and wrote code for the Foundat ion, a DAO governed by smart contrac t.

18 Id. ¶ 17. Those all egations fall short of showing DMA is a “sham” that exi sts f or no purpose oth er t han to co mmit fraud. See Verda ntus Advisors, LLC v. Parker Infrastructure P ’rs, LLC, 2022 W L 611274, at * 2 – 3 (Del. Ch. Mar. 2, 2022) (concluding rote allegations that a limited li ability company “observed few if any corporate formalities,” was “inadequatel y capitalized,” “siphoned funds,” and “lack[ed] ass ets” were “not the exceptiona lly rare stuff of veil - piercing”). Because Plaintiff’s veil -piercing theory is insufficiently pled, it cannot be used to invoke thi s Court’s jurisd iction. 3. The Court L acks Subject Matt er Jurisdict ion Over Plaintiff’s Claims For F raud, Breach Of Contract, And Conversion. Because Plaintiff’s breach of fiduciary duty claim and veil -piercing theory are insufficiently pled, they do not support this Court’s exercise of subject matter jurisdiction. The only claims that remain are l egal claims for fraud, breach of contract, and c onversion. This action is therefore dismissed with leave to transfer to the Superior C ourt. 9 9 Because the action is dismissed for lack of subject matter jurisdiction, the Court does not reach additional argu ments for dis missal, including that the Court lacks pers onal jurisdiction over s ome Defendants.

19 B. The Motion To Amend Is Fut ile. In the midst of briefing the Motions to Dismiss, Plaintiff separately filed the Motion to Amend, seeking leave to amend the A mended Co mplaint. 10 Court of Chancery Rule 15 directs that “[t]he Court should freely give leave [to amend] when justice so requires.” Ct. Ch. R. 15(a)(2). “Leave to amend is t ypically granted unless the non- moving party can establish ‘undue prejudice, undue delay, bad faith, dilatory motive or futility.’” Twitter, Inc. v. Musk, 2022 WL 4087797, at *1 (Del. Ch. Sep. 7, 2022) (quoting In re TGM Enters., L.L.C., 2008 WL 4261035, at *2 (Del. Ch. Sep. 12, 2008)). The M otion to Amend is denied as f utile. The Proposed Second Amende d Complaint would add claims aga inst Pintar and Brand for aiding and abetting breach of fiduciary duty, fraud, and conversio n, as well as a cl aim against all Defendan ts for civil co nspiracy. E x. to Pl.’s Br. in Supp. of It s Mot. for Leave to Amend Pursuant to Ru les 15(a) and 15(a) (5)(A) ¶¶ 130 – 41. Of those additio nal claims, the 10 Defendants als o argue that Court of Ch ancery Rule 15(a)(5) (A) prohibits amendment because “ Plaintiff ‘ elected to respond ’ to the Motion to Dismiss and to stand ‘ on the complaint as filed ’” when it filed an answering brief rather th an amending its p leading. DMA Defs.’ Opp’n to Pl.’s Mot. for Leave to Amend the Compl. ¶ 18, Dkt. 42 (quoting Stern v. L F Cap. P’rs, LLC, 820 A.2d 1143, 1 144 (Del. Ch. 200 3)). Because am endment would be futile, it is unnecessary to decid e whether the Motion to Amend is also procedurally improper.

20 only new potential basis for equitable jurisdiction is the claim for aiding and abetting breach of fid uciary duty. “To plead a claim for aiding and abetting b reach of fiduciar y duty, a plaintiff must allege (i) the existence of a fiduciary relatio nship, (ii) a breach of the fiduciary’s duty, (iii) knowing participation in that breach by the defendan ts, and (iv) damages proximately caused by the breach.” Kihm v. M ott, 2021 WL 3883875, at *24 (Del. Ch. Au g. 31, 2021), aff’d, 276 A. 3d 46 2 (Del. 2 022). W ithout a predicate breach of fiduciary duty, the a iding and ab etting claim fails. See, e.g., In re MeadWestvaco S’holde rs Litig., 168 A.3d 675, 6 88 (De l. Ch. 2017) (“Because plaintiffs ha ve fa iled to state a claim for breach o f a fiduciary duty, their aiding and abetting claim fails for lack of a predicate breach.”). Because the Proposed Second Amended Complaint, like the operative Amended Complain t, fails to adequate ly allege an equitable claim sufficient to support the C ourt’s subject matter jurisdic tion, amendment would b e futile. The Motion to Am end is therefore denied. III. CONCLUSIO N For the reaso ns ex plained a bove, t he Am ended C omplaint is dismissed for lack of subject matter jurisdiction, with leave to transfer to the Superio r Court pursuant to 10 Del. C. § 1902.