In the Matter of Rimar Capital USA, Inc., et al.

Admin. Proc. File No. 3-22236

On October 10, 2024, the Commission instituted and simultaneously settled administrative and cease-and-desist proceedings (the “Order”) against Rimar Capital USA, Inc. (“Rimar USA”), Rimar Capital, LLC (“Rimar LLC”), Itai Royi Liptz (“Liptz”), and Clifford Todd Boro (“Boro”) (collectively, the “Respondents”). In the Order, the Commission found that Respondents engaged in fraudulent conduct related to an offering through Rimar USA, a holding company controlled by Liptz. The Commission also found that Respondents made false and misleading statements about state-registered investment adviser, Rimar LLC, which Liptz also controlled. According to the Order, between May 2022 and April 2023, Liptz, through Rimar USA, and with the help of Rimar USA board member Boro, raised nearly $4 million from 45 investors for the development of Rimar LLC, an adviser that purported to use artificial intelligence to perform automated trading for advisory client accounts in a range of products including equities, futures, and crypto assets. The Commission found that the Respondents raised the funds through a series of misrepresentations about the platform’s features, its assets under management, its performance, and its supposed artificial intelligence-powered application. According to the Order, these same misrepresentations were also made to obtain advisory clients. In addition, the Commission found that Liptz improperly used some of the sale proceeds for personal purposes.

The Commission ordered Liptz to pay $202,604.00 in disgorgement plus prejudgment interest of $11,007.25 for a total of $213,611.25, with such payment being deemed satisfied by offsets recorded in July 2024 against capital advances Liptz previously made to Rimar USA and Rimar LLC. The Commission further ordered Liptz and Boro to pay a total of $310,000.00 in civil money penalties to the Commission. The Commission also created a Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalties collected can be distributed to harmed investors (the “Fair Fund”). See the Commission’s Order: Release No. 33-11316.

The Fair Fund includes the $310,000.00 paid by the Respondents, and any additional funds collected, pursuant to the Order, will be added to the Fair Fund. The Fair Fund and 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 March 13, 2025, the Commission issued an order appointing Heffler, Radetich & Saitta, LLP, as the Tax Administrator of the Fair Fund. See the Commission’s Order: Release No. 34-102667.

On March 10, 2026, the Commission published a notice of the proposed plan of distribution and opportunity for comment and simultaneously published the proposed plan of distribution (“Proposed Plan”). The notice provides the public with 30 days to submit their comments on the Proposed Plan. See the Commission’s Notice: Release No. 34-104963 and the Proposed Plan.

The Proposed Plan provides that the distribution of the Fair Fund shall be made to those injured investors based on their out-of-pocket losses on Simple Agreements for Future Equity of Rimar USA (“SAFEs” or the “Security”) purchased between May 1, 2022, and April 30, 2023 (the “Relevant Period”).

For more information, please contact the Commission:

Office of Distributions
Email: ENFOfficeofDistributions@sec.gov