According to a filing it has been shown that, Da Vinci Capital, which is an investment firm focused on gaining substantial minority ownership in microCap public companies in selected technology sectors, and another entity called Gem Limited requested commissions of $209,783 and $1.1 million respectively to Telegram for subsequent sales of purchase agreements for grams, the representative cryptocurrency of the TON Blockchain. These two entities invoiced Telegram for commissions from selling the company’s tokens in the summer of 2018, months after the company’s initial coin offering (ICO).
Telegram claimed that the offering was exempt from registration requirement and in the ongoing court case filed against TON, the U.S. Securities and Exchange Commission (SEC) filed a document saying the proof of after-ICO sales undercuts the company’s claim.
Reportedly, Da Vinci Capital sold over $2 million worth of grams and Gem Limited sold 7.8 million euros worth of grams to a firm named Goliat Solutions and $4.5 million to Space Investments Limited. Offering of grams is maintained by Telegram was exempt from registration under Regulation D. But on this issue, no comment came from both entities.
SEC submitted fillings afflicted with a number of documents to support the allegation that grams were illegitimately sold as unregistered securities and the allegation has been denied by Telegram. But these documents are falsifying the affirmative defense of Telegram. The argument by SEC is that under Regulation D, the issuer should take reasonable steps to ensure the buyers don’t act as statutory underwriters. Because reportedly, Telegram either raised up to $1.7 billion for which it claimed as exemption but the fund wasn’t raised as of March 29, 2018 and the later funds may have been raised through underwriters.
Telegram is arguing against the invoice that the commissions were finders’ fees to non-U.S. persons and entities for introducing grams to other investors. In the pre-sale of future tokens of the TON project, there were no indications of Telegram’s approval of the later sale. But in October, the SEC sued Telegram ordering it to halt the launch of TON. Telegram asked the Judge to grant the company five to several weeks to prepare the documents to escape privacy infringement.