The Defendants in SEC's Case Against Binance

DEFENDANTS

26. The Binance Platforms were founded and are maintained and operated by an opaque web of corporate entities, including those identified below, all of which are beneficially owned and controlled by Zhao, Binance’s Chief Executive Officer (“CEO”) and, at least through March 2022, the Chairman of BAM Trading’s and BAM Management’s Boards of Directors.

27. Binance, d/b/a Binance.com, is a Cayman Islands limited liability company founded and owned by Zhao. Since at least July 2017, it has operated the Binance.com Platform, an international crypto asset trading platform. The Binance.com Platform markets itself as being available to customers in more than 100 countries. It currently offers trading in over 350 crypto assets and makes available various other investment opportunities involving crypto assets, including crypto asset securities. Binance operates through a number of subordinate or affiliated entities, in multiple jurisdictions, all tied to Zhao as the beneficial owner. Zhao has been publicly dismissive of “traditional mentalities” about corporate formalities and their attendant regulatory requirements. He has refused to identify the headquarters of Binance, claiming, “Wherever I sit is the Binance office. Wherever I meet somebody is going to be the Binance office.” According to Zhao, the concept of a formal corporate entity with a headquarters and its own bank account is unnecessary: “All of those things doesn’t have to exist for blockchain companies.” Notably, however, billions of dollars from the platforms flowed through dozens of Binance and Zhao-owned U.S.-based bank accounts. Neither Binance nor any of its subsidiaries or affiliated entities have ever been registered with the SEC in any capacity.

28. BAM Management is a Delaware corporation and the parent of BAM Trading and other affiliated entities. When the Binance.US Platform launched in 2019, BAM Management was wholly owned by BAM Management Company Limited, a Cayman Islands company, which in turn was wholly owned by CPZ Holdings Limited, a British Virgin Islands company that was owned and controlled by Zhao. Presently, Zhao continues to own 81 percent of BAM Management. Neither BAM Management nor any of its subsidiaries or affiliated entities (including BAM Trading) has ever been registered with the SEC in any capacity.

29. BAM Trading, d/b/a Binance.US, is a Delaware corporation with a principal place of business in Miami, Florida. It is wholly owned by BAM Management. BAM Trading holds 43 money transmitter licenses with U.S. jurisdictions, including this District.

30. Zhao, widely known as “CZ,” is a Canadian citizen who resides outside of the United States, is Binance’s founder, beneficial owner, and CEO, and was Chairman of BAM Trading’s and BAM Management’s Boards of Directors at least until approximately March 2022. Zhao also owns several entities that have regularly traded on the Binance Platforms. Between October 2022 and January 2023, Zhao personally received $62.5 million from one of the Binance bank accounts. Zhao has never been associated with any entity registered with the SEC.