UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 104963 / March 10, 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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NOTICE OF PROPOSED PLAN OF

DISTRIBUTION AND OPPORTUNITY

FOR COMMENT

Notice is hereby given, pursuant to Rule 1103 of the United States Securities and

Exchange Commission’s (the “Commission”) Rules on Fair Fund and Disgorgement Plans (the

“Commission’s Rules”), 17 C.F.R. § 201.1103, that the Division of Enforcement has submitted

to the Commission a proposed plan of distribution (the “Proposed Plan”) for the distribution of

monies paid in the above-captioned matter.

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.

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

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.

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 10-b

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 Fu/ nd 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.

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested persons are advised that they may obtain a copy of

the Plan from the Commission’s public website at

https://www.sec.gov/litigation/fairfundlist.htm. Interested persons may also obtain a written

copy of the Proposed Plan by submitting a written request to Allison J.P. Moon, United States

Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-5876. All

persons who desire to comment on the Proposed Plan may submit their comments, in writing, no

later than thirty (30) days from the date of this Notice:

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to the Office of the Secretary, United States Securities and Exchange

Commission, 100 F Street, NE, Washington, DC 20549-1090;

by using the Commission’s Internet comment form

(https://www.sec.gov/litigation/admin.shtml); or

by sending an e-mail to rule-comments@sec.gov.

Comments submitted by email or via the Commission’s website should include “Administrative

Proceeding File No. 3-22236” in the subject line. Comments received will be publicly available.

Persons should submit only information they wish to make publicly available.

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THE PROPOSED PLAN

The Net Available Fair Fund 2 is comprised of the $310,000 in civil money penalties

collected from the Respondents, plus any interest and income earned thereon, less taxes, fees,

and expenses. The Proposed Plan provides for the distribution of the Net Available Fair Fund to

investors based on their out-of-pocket losses on Simple Agreements for Future Equity of Rimar

USA (“SAFEs” or the “Security”) purchased between May 1, 2022, and April 30, 2023 (the

“Relevant Period”).

For the Commission, by the Division of Enforcement, pursuant to delegated authority. 3

Vanessa A. Countryman

Secretary

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

Plan.

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17 C.F.R. § 200.30-4(a)(21)(iii).

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