In the SEC’s January 2nd letter requesting compulsion of bank records from private messaging app provider Telegram, the regulator claimed it had documents showing that Telegram, “paid commissions to purchasers who were buying Grams to resell to other investors…”
Brokered sales, the SEC wrote, “render (the resellers) statutory underwriters (such that Telegram’s offering would not qualify for an exemption),” under Red D.
The SEC has now submitted two invoices that appear to show that GRAM tokens were brokered for Telegram after the official sales ended in January and March 2018.
One invoice, uploaded by Coindesk here, indicates it was submitted to Telegram Group Inc. by Da Vinci Capital, a company listing offices on Guernsey Island, in London, in Moscow, and in Hong Kong.
The invoice is dated 21 September 2018 and refers to an agreement made in June of that year. The invoice bills for $209, 783 USD in fees relating to more than $2 million USD in gross proceeds.
The other invoice is dated 11 October 2018 and refers to an agreement dated 15 June 2018, “between TON Issuer Inc (the “Telegram”), Telegram Group Inc. (the “TGI”) and Gem Inc…”
On that invoice, Gem Inc. bills Telegram for more than $682 000 USD in fees relating to more than $4 550 000 in gross proceeds and €1 169 250 in fees relating to €7 795 000 in gross proceeds.
The two documents appear to add force to the SEC’s contentions that GRAM tokens were sold as an investment vehicle without being registered as such. The SEC is prosecuting Telegram now alleging sale of unlicensed securities.
In January and March 2018, Telegram raised $1.7 billion USD from “171 purchasers” to fund construction of a multi-purpose blockchain.
At the time, the company promised to integrate the blockchain payments system with its messaging app, which already hosts millions of users.
Telegram recently informed investors, however, that the TON payment network will not be integrated with messaging- at least not initially.
Instead, the payments system will be accessed through a stand-alone software wallet.
According to ICODrops, Telegram sold 44% of 5 billion total GRAM tokens in the two original rounds.
It is not clear whether the tokens apparently sold through the two brokers named in the invoices were from the original round or from Telegram’s own reserves.
The original purchasing agreement prohibited buyers from selling their tokens before the TON blockchain was launched.
The deadline for launch was October 31st, 2019, but the launch did not proceed as planned, Telegram claimed, due to the launch of the SEC action.
Secondary sales of GRAM tokens have taken place regardless.