Binance Faces SEC Probe for Unregistered Axie Infinity Shard Transactions

FACTS

VIII. THE CRYPTO ASSETS TRADED ON THE BINANCE.COM PLATFORM AND BINANCE.US PLATFORM INCLUDE ASSETS THAT WERE OFFERED AND SOLD AS SECURITIES.

I. AXS

486. Axie Infinity Shards (“AXS”) are ethereum tokens that are native to the Axie Infinity (“Axie”) game, a blockchain game that allows players to interact in a virtual world through digital pets called “Axies.”

487. Axie was created by Sky Mavis PTE LTD (Sky Mavis) and launched in 2018. The Sky Mavis team has 40 full-time employees, which include CEO Trung Nguyen and COO Aleksander Leonard Larsen, who are part of the founding team responsible for key decisions regarding Axie, such as product development, marketing, digital design, and software engineering.

488. Players of the Axie game can earn AXS for successfully playing the Axie game and can use AXS to make in-game purchases. AXS can also be staked through Axie. The total AXS token supply is 270 million with over 100 million in circulation.

489. In 2020, Sky Mavis raised about $864,000 in a purportedly private sale of AXS tokens to “strategic investors.” That same year, Sky Mavis conducted a public sale of AXS, resulting in the distribution of 29.7 million AXS tokens, raising $2.9 million for Axie. The AXS tokens sold to “strategic investors” were offered at a 20 percent discount to those sold in the public offering, and were subject to a quarterly unlocking schedule over a two-year period.

490. AXS has been available for buying, selling, and trading on the Binance.com Platform since October 2020, and the Binance.US Platform since November 2021.

491. The information Sky Mavis publicly disseminated has led AXS holders, including those who have purchased AXS since August 2021, reasonably to view AXS as an investment in and to expect to profit from Sky Mavis’s efforts to grow the Axie protocol, which, in turn, would increase demand for and value of AXS.

492. For example, Sky Mavis explained publicly that funds raised in the AXS 2020 offerings were pooled and used to develop and improve the Axie platform. An October 26, 2020 article explains that the “team has used funds raised according to the allocations below: 85% [d]evelopmental expenses; 10% [a]dministrative costs; 5% [b]usiness development and marketing.”

493. Also, on November 19, 2020, the Axie Twitter account stated: “Today, we’re proud to share more info on the $AXS strategic sale! The participants will help open amazing new doors. The capital will help us scale the team so we can better deliver on the gameplay and feature updates you’re all patiently waiting for!” To keep the Sky Mavis team “incentivized to keep building after a successful token sale,” 21 percent of the total AXS tokens—56.7 million AXS—were issued to these individuals, which will be gradually unlocked over a 4.5 year period to ensure that “the team, community and investors have aligned incentives.”

494. An Axie whitepaper further explained that the Sky Mavis team will use its experience and efforts to develop and grow the Axie game. For example, it lists the Axie founding team, their roles, and background experience and touts that “we’ve established a core team to lead product development and oversee most decisions related to the progress of the game. This allows us to build and iterate quickly towards product-market fit.”

495. At the time of the initial sale of AXS, the Axie platform was not complete, and while several features of the platform have been implemented since 2020, others are still in the development phase today. Further, the whitepaper explicitly set growth goals in terms of daily average users of Axie Infinity and average weekly growth rates, that if “not met by the end of 2023, Sky Mavis will lead the formation of a steering committee or similar vehicle to discuss a path forward.”