Frequently Asked Questions

BACKGROUND

1. What is this matter about?

On August 28, 2023, the Securities and Exchange Commission (the "SEC") instituted and simultaneously settled administrative proceedings (the "Order") against Impact Theory (the "Respondent"). In the Order, the SEC found that from October 13, 2021, to December 6, 2021, Impact Theory, a media and entertainment company, offered and sold crypto asset securities known as Founder's Keys in the form of purported non-fungible tokens, raising approximately $29.9 million worth of ether from at least hundreds of investors, including investors across the United States. The SEC found that Impact Theory violated Sections 5(a) and 5(c) of the Securities Act by offering and selling these securities without having a registration statement filed or in effect with the SEC or qualifying for an exemption from registration. The SEC ordered the Respondent to pay $5,120,718.27 in disgorgement, $483,195.90 in prejudgment interest, and a $500,000.00 civil money penalty, for a total of $6,103,914.17, to the SEC. The SEC also created a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalty collected, along with the disgorgement and interest collected, could be distributed to harmed investors (the "Fair Fund"). The Fair Fund consists of the $6,103,914.17 collected from the Respondent. The Fair Fund has been deposited in a SEC-designated account at the U.S. Department of the Treasury, and any accrued interest will be added to the Fair Fund. On December 18, 2024, the SEC issued an order approving the Proposed Plan and simultaneously posted the approved Plan of Distribution (the "Plan").

2. Why did I receive a Plan Notice?

You received a Plan Notice because you have been identified by the Fund Administrator as a person or entity who may have purchased or acquired Founder's Keys during the period from October 13, 2021, through August 27, 2023, inclusive.

3. What is the Relevant Period?

The Relevant Period is from October 13, 2021, through August 27, 2023, inclusive.

4. How much is in the Impact Theory Fair Fund?

The Fair Fund consists of the $6,103,914.17 paid by Impact Theory plus accrued interest.

ELIGIBILITY

5. Who may be eligible for a payment from the Impact Theory Fair Fund?

You may be eligible for a payment from the Impact Theory Fair Fund if:

1. You purchased or acquired the Security during the Relevant Period;


2. Your approved transactions calculate to a Recognized Loss, as calculated under the Plan;


3. You timely submitted a valid Claim Form; and


4. You are not an Excluded Party.

An Eligible Claimant whose Recognized Loss calculates to a distribution amount equal to or greater than $20.00 will be deemed a Payee and will receive a Distribution Payment.

To be considered for eligibility for a Distribution Payment from the Impact Theory Fair Fund, you must timely submit the completed and signed Claim Form and any required documentation online or via mail to Impact Theory Fair Fund, Fund Administrator, P.O. Box 25410, Santa Ana, CA 92799. Claim Forms completed online must be submitted on or before 11:59 p.m. Eastern Standard Time ("EST") on August 15, 2025. Claim Forms submitted via mail must be sent to the address provided on the Claim Form and postmarked (or if not sent by U.S. Mail, then received) by August 15, 2025. Failure to timely submit the completed form with all requested documentation by the Claims Bar Date set forth in the Plan may result in your claim being rejected and you being precluded from recovering from the Impact Theory Fair Fund.

6. Who is excluded from payment from the Impact Theory Fair Fund?

You are excluded from participation in the Impact Theory Fair Fund if you are an Excluded Party as defined in the Plan, including:

1. The Respondent (Impact Theory, Inc.);
2. Present or former officers or directors of the Respondent or any assigns, creditors, heirs, distributees, spouses, parents, dependent children, or controlled entities of any of the foregoing Persons or entities;
3. Any employee or former employee of the Respondent or any of its affiliates who has been terminated for cause, or has otherwise resigned, in connection with the conduct described in the Order;
4. Any Person who, as of the Claims Bar Date, has been the subject of criminal charges related to the conduct described in the Order or any related SEC action;
5. Any firm, trust, corporation, officer, or other entity in which Respondent has or had a controlling interest;
6. The Fund Administrator, its employees, and those Persons assisting the Fund Administrator in its role as the Fund Administrator;
7. Any purchaser or assignee of another Person's right to obtain recovery from the Fair Fund for value; provided, however, that this provision shall not be construed to exclude those Persons who obtained such a right by gift, inheritance, or devise; or,
8. Any person who is confirmed by the Fund Administrator through Wallet screening or otherwise, to be subject to sanctions as set forth in paragraphs 63-65 of the Plan.

PLAN OF ALLOCATION

7. What is the Plan of Allocation?

The Plan of Allocation, available for review as Exhibit A of the Plan, describes how Recognized Losses and Distribution Payments will be calculated. The Plan is designed to compensate investors based on their losses on the purchase and acquisition of the Securities, unregistered crypto assets known as Founder's Keys, in an offering by Impact Theory and on the secondary market from October 13, 2021, through August 27, 2023, both dates inclusive (the "Relevant Period") due to the conduct of the Respondent. Investors who did not purchase or acquire the Securities during the Relevant Period, or who are an Excluded Party, are ineligible to recover under the Plan. An investor who purchased or acquired the Securities during the Relevant period; who is not an Excluded Party under paragraphs 14(a)-(g) of the Plan; who submits a valid Claim Form; and who has suffered a Recognized Loss as calculated by the Plan of Allocation, will be deemed an Eligible Claimant. An Eligible Claimant whose Recognized Loss calculates to a distribution amount equal to or greater than $20.00, will be deemed a Payee and will receive a Distribution Payment.

THE CLAIMS PROCESS

8. What is the deadline to submit a Claim Form?

The deadline to submit a Claim Form, also referred to as the "Claims Bar Date," is August 15, 2025.

9. What do I need to submit a Claim Form online?

Online submissions are encouraged.

To submit a Claim Form online, go to Submit a Claim and follow the instructions provided.

As part of the Claim Form, you will be required to provide information necessary to substantiate the claim, including but not limited to: copies of third party documentary evidence of purchases and dispositions of the Security during the Relevant Period, as well as holdings of the Security at pertinent dates; valid and authenticated wallet and/or exchange connections as part of an online claim; copies of account statements and/or documentation of centralized exchange transactions; attributable exchange and/or wallet account information in the form of screenshots or videos as visual proof of ownership; any requested explanatory information or attestations; and/or any required personal identification information. If you are not a U.S. Person, as defined in Section IV of the Claim Form, you must also submit a completed IRS Form W-8BEN, W-8BEN-E, or other W-8 series form, which can be found by visiting the following IRS website: www.irs.gov/forms-instructions.

Claim Forms completed online must be submitted on or before 11:59 p.m. EST on August 15, 2025.

If you submit a Claim Form that fails to provide all required information or is otherwise deficient; or your claim is denied, you will receive a Claim Status Notice advising you of the reason(s) why the claim is deficient or denied and explaining how to cure the deficiencies or request reconsideration.

10. What do I need to submit a Claim Form via mail?

If you are unable to submit a Claim Form online and/or you have lost relevant credentials associated with wallets and/or exchanges required as part of an online claim, you may download a paper Claim Form from the Important Documents page or request a copy of the paper Claim Form from the Fund Administrator via email at info@ImpactTheoryFairFund.com, or by calling 833-285-3401.

As part of the Claim Form, you will be required to provide information necessary to substantiate the claim, including but not limited to: copies of third party documentary evidence of purchases and dispositions of the Security during the Relevant Period, as well as holdings of the Security at pertinent dates; valid and authenticated wallet and/or exchange connections as part of an online claim; copies of account statements and/or documentation of centralized exchange transactions; attributable exchange and/or wallet account information in the form of screenshots or videos as visual proof of ownership; any requested explanatory information or attestations; and/or any required personal identification information. If you are not a U.S. Person, as defined in Section IV of the Claim Form, you must also submit a completed IRS Form W-8BEN, W-8BEN-E, or other W-8 series form, which can be found by visiting the following IRS website: www.irs.gov/forms-instructions.

Claim Forms submitted via mail must be sent to the address provided on the Claim Form and postmarked (or if not sent by U.S. Mail, then received) by August 15, 2025.

If you submit a Claim Form that fails to provide all required information or is otherwise deficient; or your claim is denied, you will receive a Claim Status Notice advising you of the reason(s) why the claim is deficient or denied and explaining how to cure the deficiencies or request reconsideration.

11. How will I find out about the outcome of my Claim?

Within 120 days of the Claims Bar Date, the Fund Administrator will send a Claims Status Notice to claimants with deficient claims and/or claims that will be denied, explaining how the claimant can cure deficiencies or seek a reconsideration of their claim.

Within 180 days of the Claims Bar Date, the Fund Administrator will send a Determination Notice to claimants, who submitted a Claim Form by the Claims Bar Date, advising each claimant of the Fund Administrator’s eligibility determination. For those who are determined to be Eligible Claimants, the Determination Notice will also provide their calculated Recognized Loss. The Fund Administrator may consider disputes of an Eligible Claimant's Recognized Loss calculation if timely presented in accordance with the Plan.

Subject to paragraphs 63-65 of the Plan, the Determination Notice will constitute the Fund Administrator's final ruling regarding the eligibility status of a claim.

12. Which wallets and/or centralized exchanges are available to be connected when submitting a Claim?

Click here to view a full list of Claim Form compatible wallets and centralized exchanges.

OFAC AND WALLET SCREENING

13. What type of screening is involved?

In accordance with paragraph 63 of the Plan, prior to issuing any Distribution Payments, the Fund Administrator will screen all Eligible Claimants against OFAC and FINCEN sanctions lists to identify any claimants who are Excluded Parties under paragraph 14(h) of the Plan.

Additionally, in accordance with paragraphs 64 and 65 of the Plan, prior to issuing any Distribution Payments, the Fund Administrator will analyze and check all wallet addresses provided by Eligible Claimants in connection with their Claim against sanctions lists issued by the United States, the European Union, or the United Nations ("Sanctions Lists"). This screening will detect wallets: (i) specifically identified on the Sanctions Lists, and/or (ii) identified as related to one or more sanctioned wallets identified in (i).

If you submit a Claim Form that contains a wallet flagged by the screening process, the Fund Administrator will send to you a Wallet Screening Status Notice advising you of the identified claimed and/or sanctioned wallet(s) at issue and providing to you an opportunity to respond with a written explanation of the claimant's affiliation or interaction with the sanctioned wallet and any supporting documentation.

DISTRIBUTION

14. When will Distribution Payments be disbursed?

There is no current estimate for when Distribution Payments will commence although the Fund Administrator, working with the SEC, intends to stay within the deadlines provided in the Plan. Please visit this website often to get the most up-to-date information.

15. Can I receive my payment in cryptocurrency?

No. Distribution Payments will be made in U.S. Dollars (USD).

ADDITIONAL INFORMATION

16. Who is the Tax Administrator?

On January 5, 2024, the SEC issued an order appointing Miller Kaplan Arase, LLP, as the Tax Administrator of the Fair Fund. See the SEC's Order: Release No. 34-99278.

17. Who is the Fund Administrator?

On September 24, 2024, the SEC issued an order appointing Simpluris, Inc. as the Fund Administrator, to oversee the administration and distribution of the Fair Fund, and setting the administrator's bond amount. See SEC Order: Release No. 34-101028.

18. Where can I get additional information?

Copies of the Plan, the Notice, the Claim Form, and other relevant documents are available for download on the Important Documents page of this website. You can also review background on this case, including the SEC's orders and the Plan, on the SEC's website at: www.sec.gov/enforcement-litigation/distributions-harmed-investors/matter-impact-theory-llc.

If you would like to request a copy of the Plan, the Plan Notice, and/or the Claim Form, or if you have any other questions, you may contact the Fund Administrator via email at info@ImpactTheoryFairFund.com, or by calling 833-285-3401. The mailing address for the Fund Administrator is: Impact Theory Fair Fund, Fund Administrator, P.O. Box 25410, Santa Ana, CA 92799.