UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 105345 / April 30, 2026

ADMINISTRATIVE PROCEEDING

File No. 3-22236

In the Matter of

Rimar Capital USA, Inc., Rimar

Capital, LLC, Itai Royi Liptz, and

Clifford Todd Boro,

Respondents.

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ORDER APPROVING

PLAN OF DISTRIBUTION

On October 10, 2024, the Commission issued an Order Instituting Administrative and

Cease-and-Desist Proceedings, Pursuant to Section 8A of the Securities Act of 1933, Section

21C of the Securities Exchange Act of 1934, Sections 203(e), 203(f) and 203(k) of the

Investment Advisers Act of 1940, and Section 9(b) of the Investment Company Act of 1940,

Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (the

“Order”) 1 against Rimar Capital USA, Inc., Rimar Capital, LLC, Itai Royi Liptz, and Clifford

Todd Boro (collectively, the “Respondents”). In the Order, the Commission found that

Respondents engaged in fraudulent conduct related to an offering of Simple Agreements for

Future Equity (“SAFEs”) in a holding company, Rimar USA, controlled by Liptz. The

Commission also found that Respondents made false and misleading statements about stateregistered investment adviser Rimar LLC, which Liptz also controlled. According to the Order,

between May 2022 and April 2023, Liptz, through Rimar USA, and with the help of Rimar USA

board member Boro, raised nearly $4 million from 45 investors for the development of Rimar

LLC, an adviser that purported to use artificial intelligence to perform automated trading for

advisory client accounts in a range of products including equities, futures, and crypto assets

through a series of misrepresentations about the platform’s features, its assets under

management, its performance, and its supposed artificial intelligence-powered application.

According to the Order, these same misrepresentations were also made to obtain advisory clients,

many of whom became clients after investing in the SAFEs. In addition, the Commission found

that Liptz improperly used some of the SAFE proceeds for personal purposes.

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Securities Act Rel. No. 11316 (Oct. 10, 2024).

As a result of this conduct, the Commission found that Rimar USA violated Section 17(a)

of the Securities Act of 1933 (“Securities Act”) and Section 10(b) of the Securities Exchange Act

of 1934 (“Exchange Act”) and Rule 10b-5 thereunder; Rimar LLC willfully violated Sections

206(1) and 206(2) of the Investment Advisers Act of 1940 (“Advisers Act”); Liptz willfully

violated Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5

thereunder, and Sections 206(1) and 206(2) of the Advisers Act; and Boro violated Sections

17(a)(2) and 17(a)(3) of the Securities Act. The Commission ordered Liptz to pay $202,604 in

disgorgement and prejudgment interest of $11,007.25 for a total of $213,611.25, with such

payment being deemed satisfied by offsets recorded in July 2024 against capital advances Liptz

previously made to Rimar USA and Rimar LLC. The Commission further ordered Liptz and

Boro to pay a collective total of $310,000 in civil money penalties to the Commission. The

Commission also created a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of

2002, so the penalties collected can be distributed to harmed investors (the “Fair Fund”).

The Fair Fund includes the $310,000 in civil money penalties collected from Liptz and

Boro. 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 accrued interest will be added to the Fair Fund.

On March 10, 2026, 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 20549-1090. 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 Fund 4 to

investors based on their out-of-pocket losses on SAFEs purchased between May 1, 2022, and

April 30, 2023 (the “Relevant Period”).

Plan.

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

2

Exchange Act Rel. No. 104963 (Mar. 10, 2026).

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17 C.F.R. § 201.1103.

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

Plan.

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

Rules, 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.

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

Vanessa A. Countryman

Secretary

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17 C.F.R. § 201.1104.

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17 C.F.R. § 200.30-4(a)(21)(iv).

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