SEC v. Jeremy Jordan-Jones — U.S. Securities and Exchange Commission Litigation Release No. 26309, dated May 22, 2025.
The SEC charged Jeremy Jordan-Jones, CEO of Amalgam Capital Ventures LLC, with defrauding a venture capital firm. He allegedly misrepresented the company's technology, financial health, and partnerships to secure a $500,000 investment. Instead of using the funds for business development, Jordan-Jones allegedly used a significant portion for personal expenses.
In Plain English
Imagine you're starting a lemonade stand and need money to buy lemons and cups. You tell a friend you have a secret recipe and a special machine that makes the best lemonade ever, and that you already have big orders from fancy restaurants. You promise them their money will help buy more lemons and cups. Your friend gives you $100. But, you don't have a special machine, the restaurants aren't real, and you actually use most of the $100 to buy yourself new video games instead of lemons and cups. That's similar to what the SEC says happened here, but with a tech company and a lot more money.
Disclaimer: all facts are drawn from the SEC's own filings; the claims described are allegations unless and until a court rules or the parties settle, and some cases end in dismissal.
How the Alleged Scheme Worked
- Founding a Tech Company Jeremy Jordan-Jones co-founded Amalgam Capital Ventures LLC, a start-up technology company, and served as its CEO. The company purported to be developing a blockchain-based point-of-sale payment and processing platform called Zeo.
- Seeking Investment Between November 2021 and February 2022, Jordan-Jones began soliciting a venture capital firm, referred to as 'Investor A', for funding to launch the Zeo platform.
- Making False Promises To convince Investor A to invest, Jordan-Jones allegedly made material misrepresentations. These included claims that Zeo was operational, Amalgam had a significant positive cash balance, and that the company had revenue-generating contracts and assets worth over $3 million.
- Misrepresenting Technical Capability Jordan-Jones also allegedly misrepresented that Amalgam possessed the necessary technical capabilities and infrastructure to launch the Zeo platform commercially, stating it would be ready after acquiring approximately $350,000 for infrastructure purposes.
- Securing the Investment Based on these alleged misrepresentations, Investor A invested $500,000 in Amalgam Capital Ventures LLC in late December 2021 and early January 2022, in exchange for a promissory note convertible to LLC membership interests or stock.
- Misappropriating Funds Contrary to the stated purpose of launching Zeo and acquiring infrastructure, the complaint alleges that Jordan-Jones failed to use the funds as promised. Instead, he misappropriated portions of the $500,000 investment.
- Personal Spending Spree By February 24, 2022, all of Investor A's $500,000 investment had been spent. A significant portion, at least $111,000, was allegedly used for personal expenses, including payments to a luxury car dealership, department stores, and purchases of art and luxury clothing.
- Company's True Financial State The complaint further alleges that in reality, Amalgam did not have the necessary technical capabilities, had no revenue-generating contracts, and its bank account had a negative balance, contradicting Jordan-Jones's claims of financial health and existing business.
The Enforcement Action
On May 21, 2025, the SEC filed a complaint in the U.S. District Court for the Southern District of New York, charging Jordan-Jones with violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The SEC seeks permanent injunctions, disgorgement plus prejudgment interest, a civil penalty, and an officer-and-director bar. In a parallel action, the U.S. Attorney’s Office for the Southern District of New York filed criminal charges against Jordan-Jones.
Named in this action: Jeremy Jordan-Jones.