UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 101959 / December 18, 2024

ADMINISTRATIVE PROCEEDING

File No. 3-21585

In the Matter of

Impact Theory, LLC,

Respondent.

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ORDER APPROVING

PLAN OF DISTRIBUTION

On August 28, 2023, 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-Desist Order (the “Order”)1 against Impact Theory, LLC (“Impact

Theory” or the “Respondent”). According to the Order, from October 13, 2021, to December 6,

2021, Impact Theory, a media and entertainment company, offered and sold crypto asset

securities known as Founder’s Keys (“KeyNFTs”) in the form of purported non-fungible tokens

(“NFTs”), raising approximately $29.9 million worth of ether (“ETH”) from at least hundreds of

investors, including investors across the United States. The Commission found that Impact

Theory violated Sections 5(a) and 5(c) of the Securities Act by offering and selling these

securities without having a registration statement filed or in effect with the Commission or

qualifying for an exemption from registration. The Commission ordered the Respondent to pay

$5,120,718.27 in disgorgement, $483,195.90 in prejudgment interest, and a $500,000.00 civil

money penalty, for a total of $6,103,914.17, to the Commission. The Commission also created a

Fair Fund, pursuant to Section 308(a) of the Sarbanes-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 includes the $6,103,914.17 collected from the Respondent. The assets of

the Fair Fund are subject to the continuing jurisdiction and control of the Commission. The Fair

Fund has been deposited in a Commission-designated account at the U.S. Department of the

Treasury, and any interest accrued will be added to the Fair Fund.

1

Securities Act Rel. No. 11226 (Aug. 28, 2023).

On October 29, 2024, the Division of Enforcement, pursuant to delegated authority,

published a Notice of Proposed Plan of Distribution and Opportunity for Comment (“Notice”),2

pursuant to Rule 1103 of the Commission’s Rules on Fair Fund and Disgorgement Plans

(“Commission’s Rules”);3 and simultaneously posted the Proposed Plan of Distribution (the

“Proposed Plan”). The Notice advised interested persons that they could obtain a copy of the

Proposed Plan from the Commission’s public website or by submitting a written request to

Allison J.P. Moon, United States Securities and Exchange Commission, 100 F Street, NE,

Washington, DC 20549-5876. The Notice also advised that all persons desiring to comment on

the Proposed Plan could submit their comments, in writing, within 30 days of the Notice. The

Commission received no comments on the Proposed Plan during the comment period.

The Proposed Plan provides for the distribution of the Net Available Fair Fund4 to

investors who purchased or acquired the Securities between October 13, 2021, and August 27,

2023, both dates inclusive, and suffered a Recognized Loss as calculated in accordance with the

Plan of Allocation attached as Exhibit A to the Proposed Plan.

The Division of Enforcement now requests that the Commission approve the Proposed

Plan.

Accordingly, it is hereby ORDERED, pursuant to Rule 1104 of the Commission’s Rules,5

that the Proposed Plan is approved, and the approved Plan of Distribution shall be posted

simultaneously with this order on the Commission’s website at www.sec.gov.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.6

Vanessa A. Countryman

Secretary

2

Exchange Act Rel. No. 101459 (Oct. 29, 2024).

17 C.F.R. § 201.1103.

4

All capitalized terms used herein but not defined shall have the same meanings ascribed to them in the Proposed

Plan.

5

17 C.F.R. § 201.1104.

6

17 C.F.R. § 200.30-4(a)(21)(iv).

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