Stoner Cats 2, LLC

Admin. Proc. File No. 3-21655

On September 13, 2023, the Commission issued an Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making Findings, and Imposing a Cease-and-Desist Order against Stoner Cats 2, LLC. The Commission found that on July 27, 2021, Stoner Cats conducted an unregistered offering of crypto asset securities in the form of non-fungible tokens (“NFTs”). According to the Order, Stoner Cats offered and sold to the public, including United States, 10,320 NFTs that sold out quickly and generated gross proceeds that were then equal to approximately $8.2 million.

The Commission found that the NFTs that Stoner Cats offered and sold were securities which Stoner Cats was required to but did not register. The Commission also found that no exemption from registration was available. Thus, as described in the Order, Stoner Cats violated Sections 5(a) and 5(c) of the Securities Act.

The Commission ordered Stoner Cats to pay a $1,000,000.00 civil money penalty to the Commission. The Commission also created a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalty may be distributed to harmed investors. See the Commission’s Order: Release No.  33-11233.

The Fair Fund consists of the $1,000,000.00 collected from Stoner Cats. The Fair Fund has been deposited in a Commission-designated account at the U.S. Department of the Treasury, and any accrued interest will be added to the Fair Fund.

On October 11, 2024, the Commission issued an order appointing Miller Kaplan Arase LLP, as the Tax Administrator of the Fair Fund. See the Commission’s Order: Release No. 34-101319

On November 13 2024, the Commission issued an order appointing Epiq Class Action and Claims Solutions, Inc. as the Fund Administrator of the Fair Fund. See the Commission’s Order: Release No. 34-101610

On November 20, 2024, the Commission published a notice of the proposed plan of distribution and opportunity for comment and simultaneously published the proposed plan of distribution. The notice provides the public with 30 days to submit comments on the proposed plan. Seethe Commission’s Notice: Release No. 34-101659 and the Proposed Plan

The Proposed Plan provides that the Fair Fund shall be distributed to investors who were harmed by the Respondent’s violations described in the Order in connection with it’s unregistered offer of crypto assets offered and sold as securities on July 27, 2017.

On January 7, 2025, the Commission issued an Order Extending Time to Enter an Order Approving or Disapproving the Distribution Plan. See the Commission’s Order:  Release No. 34-102135 .

On March 28, 2025, the Commission approved the Proposed Plan as published.  See the Commission’s Order: Release No. 34-102743 and the approved Plan.

For more information, please contact the Commission:

Office of Distributions
Email:  ENFOfficeofDistributions@sec.gov