UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 100668 / August 7, 2024

ADMINISTRATIVE PROCEEDING

File No. 3-20003

In the Matter of

Unikrn, Inc.,

Respondent.

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ORDER APPROVING AMENDED

PLAN OF DISTRIBUTION

On September 15, 2020, the Commission issued an Order Instituting Cease-and-Desist

Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making Findings, and

Imposing Penalties and a Cease-and-Desist Order (the “Order”)1 against Unikrn, Inc. (“Unikrn”

or the “Respondent”). In the Order, the Commission found that between June and October 2017,

Unikrn, an operator of an online e-Sports gaming and gambling platform, conducted a securities

offering (the “Offering”) in two phases - a so-called pre-sale and an initial coin offering (“ICO”)

- in which it raised $31 million through the sale of Unikoin Gold (“UKG”), a digital token.

Unikrn represented to investors that they would be able to access a variety of products and

services with their UKG tokens, including placing bets on professional eSports and video game

matches, and that over time Unikrn would make more features available. Unikrn further

represented that it would facilitate a secondary trading market for the tokens and that its efforts

to increase the usages for the UKG token would increase the demand for and in turn, the value of

the tokens. Unikrn did not register the offer and sale of the tokens pursuant to federal securities

laws, nor did the offering qualify for an exemption from the registration requirements. The

Commission ordered the Respondent to pay a $6,100,000.00 civil money penalty 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 paid can be distributed to harmed investors (the

“Fair Fund”).

The Fair Fund includes the $6,100,000.00 paid by the Respondent. The assets of the Fair

Fund are subject to the continuing jurisdiction and control of the Commission and have 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. 10841 (Sept. 15, 2020).

On January 13, 2023, the Division, 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 at https://www.sec.gov/litigation/fairfundlist.htm or by submitting

a written request to Michael Lim, 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, no later than thirty (30)

days from the publication of the Notice (1) to the Office of the Secretary, United States

Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090; (2) by

using the Commission’s Internet comment form (https://www.sec.gov/litigation/admin.shtml); or

(3) by sending an e-mail to rule-comments@sec.gov. The Commission received three comments

on the Proposed Plan during the comment period.4

On March 19, 2024, after thorough review and substantial consideration of the comments

received, the Commission published a Notice of Amended Proposed Plan of Distribution and

Opportunity for Comment (“Notice of Amended Plan”),5 pursuant to Rule 1103 of the

Commission’s Rules,6 and simultaneously posted the Amended Proposed Plan of Distribution

(the “Amended Proposed Plan”). The Notice of Amended Plan advised interested persons that

they could obtain a copy of the Amended Proposed Plan from the Commission’s public website

or by submitting a written request to Michael Lim, United States Securities and Exchange

Commission, 100 F Street, NE, Washington, DC 20549. The Notice of Amended Plan also

advised that all persons desiring to comment on the Amended Proposed Plan could submit their

comments, in writing, no later than thirty (30) days from the publication of the Notice of

Amended Plan (1) to the Office of the Secretary, United States Securities and Exchange

Commission, 100 F Street, NE, Washington, DC 20549-1090; (2) by using the Commission’s

Internet comment form (https://www.sec.gov/litigation/admin.shtml); or (3) by sending an e-mail

to rule-comments@sec.gov. The Commission received one comment on the Amended Proposed

Plan during the comment period, which was from a person who had previously commented on

the initial Proposed Plan. The comment to the Amended Proposed Plan was very similar to the

first comment submitted. The Amended Proposed Plan clarifies who is eligible to participate in

the distribution. The Commission staff considered, deliberated upon, and determined not to

accept in the Amended Plan the commenter’s suggestion that the plan include non-ICO

purchasers, and the Commission agrees with that determination, because the funds available are

insufficient to provide meaningful compensation to both the investors who purchased the tokens

in the ICO, and those who purchased it later. As a result, the Commission did not make any

changes to the Amended Plan based on this comment.

The Amended Proposed Plan provides for the distribution of the Fair Fund, plus accrued

interest, less taxes and administrative costs, to those investors who purchased or acquired UKG

2

Exchange Act Rel. No. 96665 (Jan. 13, 2023).

17 C.F.R. § 201.1103.

4

An investor inquiry and three comments were received after the comment period and considered. .

5

Exchange Act Rel. No. 99779 (Mar. 19, 2024).

6

17 C.F.R. § 201.1103.

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2

tokens between June 11, 2017, and November 7, 2017, directly from Unikrn in either the pre-sale

or ICO phase of its Offering and suffered a Recognized Loss.7

Consistent with the approach used by district courts when considering whether to approve

a distribution plan, the Commission’s objective is to distribute Fair Funds in a fair and

reasonable manner, taking into account relevant facts and circumstances. See Official Committee

of Unsecured Creditors of Worldcom, Inc. v. SEC, 467 F.3d 73, 82 (2d Cir. 2006) (“so long as

the district court is satisfied that ‘in the aggregate, the plan is equitable and reasonable,’ the SEC

may engage in the ‘kind of line-drawing [that] inevitably leaves out some potential claimants’”

(quoting SEC v. Wang, 944 F.2d 80, 88 (2d Cir. 1991)). The Amended Plan provides for a fair

and reasonable distribution of the funds and the Division of Enforcement now requests that the

Commission approve the Amended Proposed Plan.

Accordingly, it is hereby ORDERED, pursuant to Rule 1104 of the Commission’s Rules,8

that the Amended Proposed Plan is approved, and the approved Amended Plan of Distribution

shall be posted simultaneously with this Order on the Commission’s website at www.sec.gov.

By the Commission.

Vanessa A. Countryman

Secretary

7

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

Proposed Plan.

8

17 C.F.R. § 201.1104.

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