The U.S. Securities and Exchange Commission has charged two foreign-operated, Colorado-incorporated companies with running a crypto investment fraud that used false federal filings to raise more than $130 million from tens of thousands of retail investors.

The defendants, BG Wealth Sharing Ltd. and DSJ Exchange Pty Ltd., face allegations in a complaint filed in the U.S. District Court for the Northern District of California. The complaint alleges that from at least October 2025 through June 2026, the companies induced investors in more than 40 states and several U.S. territories to join a “wealth-sharing program.”

Participants were promised risk-free returns generated by so-called signals for crypto asset trading.

According to the complaint, BG Wealth claimed to be the world’s largest hedge fund, said it was registered with the SEC as an investment adviser, and stated that it partnered with a licensed and secure crypto trading platform, DSJ Exchange. The SEC says none of those claims were true.

The complaint further alleges the companies submitted false Form ADV and Form D filings to the SEC. Form ADV is the disclosure form investment advisers use to register with, or report to, the agency, while Form D is the notice companies file when selling securities under exemptions from registration — and neither constitutes an SEC endorsement, since the agency does not license or approve investment products. Those filings were viewable on the agency’s website and shared with investors as purported evidence that the SEC had licensed or approved the firms. Both filings have since been removed from the SEC website.

Laura D’Allaird, chief of the SEC Enforcement Division’s Cyber and Emerging Technologies Unit, described the operation in a statement, calling the alleged scheme “well-planned” and citing the use of social media, encrypted messaging channels, weekly live videoconferences, and a mobile app to engage investors.

The complaint alleges the defendants displayed fake certificates bearing the SEC’s seal and made periodic payments to some investors — conduct the agency characterized as “a Ponzi-like tactic” — while misappropriating the remaining funds.

The SEC charged both companies with violating the antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. BG Wealth was separately charged with violating Sections 204(a) and 207 of the Investment Advisers Act of 1940. The agency is seeking permanent injunctions, disgorgement with prejudgment interest, and civil penalties against both companies, along with conduct-based injunctions against BG Wealth. Whether any of those remedies are imposed will be decided by the court as the case proceeds.

The SEC’s Office of Investor Education and Assistance has issued investor alerts warning that scammers are using exempt reporting adviser filings to create a false impression of legitimacy. The agency encourages investors to check the background of anyone offering or selling a crypto investment through Investor.gov. The outreach addresses a recurring point of confusion: documents that appear in the SEC’s public filing database are submissions by filers themselves, not a sign the agency has vetted or endorsed an offering.

The SEC said it received assistance from the Alberta Securities Commission, the Hawaii Department of Commerce and Consumer Affairs, the Texas State Securities Board, the Utah Division of Securities, the Washington State Department of Financial Institutions, the Wisconsin Department of Financial Institutions, and other authorities.

This article is based on reporting by Micah Zimmerman, originally published by Bitcoin Magazine.