On August 27, 2026, the Securities and Exchange Commission filed thirty-eight complaints in the United States District Court for the District of Colorado against entities that, the Commission alleges, filed false Forms ADV to present themselves as legitimate United States investment advisers. Press Release No. 2026-78 (Aug. 27, 2026). The complaints allege that each entity claimed exempt reporting adviser status, listed a Colorado address where it had no presence, gave a disconnected telephone number, and identified an auditor that appears in no federal or state registry of accountancy firms. The Commission has since removed all thirty-eight filings from its public database. For any firm that treats a filing’s presence on that database as evidence of anything, the case is a warning.
The exemption that made the filings public without anyone reviewing them
An investment adviser that advises only private funds and has less than $150 million in assets under management in the United States need not register with the Commission. Investment Advisers Act of 1940 § 203(m), 15 U.S.C. § 80b-3(m) (2018); 17 C.F.R. § 275.203(m)-1 (2025). Such an adviser is an exempt reporting adviser, and it must still file portions of Form ADV.
That filing publishes automatically. As the complaints state, the Commission does not review or approve an exempt reporting adviser’s Form ADV before it appears on the Investment Adviser Public Disclosure website. The Commission alleges the defendants filed expecting exactly that — and it is what happened. Publication was the object of the exercise, not a byproduct of it.
The Commission charged false filings and stonewalling, not fraud
Each complaint pleads two counts: making untrue statements of material fact in a report filed with the Commission, under Section 207 of the Advisers Act, 15 U.S.C. § 80b-7 (2018), and failing to make books and records available for examination, under Section 204(a), 15 U.S.C. § 80b-4(a) (2018).
The Commission did not charge fraud in the offer or sale of securities. That is a deliberate and efficient choice. Sections 207 and 204(a) turn on the filing itself and on the entity’s failure to answer the Commission’s records request. Neither count requires the Commission to trace an investor, prove a securities offering, or establish loss. The complaints describe certified mail returned undeliverable, disconnected telephones, and unanswered email — a record of non-response that carries the Section 204(a) count on its own.
The relief is tailored the same way. Alongside penalties under Section 209(e), 15 U.S.C. § 80b-9(e) (2018), the Commission asks the court to bar each defendant from ever filing a Form ADV as an exempt reporting adviser again — a remedy aimed at the vector rather than the conduct in the abstract.
What the complaints say the filings had in common
Three of the complaints — SEC v. Abrdn Canada Ltd., No. 1:26-cv-03951; SEC v. CryptoOrbit Ltd, No. 1:26-cv-03957; and SEC v. LinkedIn Research Institute Ltd, No. 1:26-cv-03969, each filed in the District of Colorado on August 27, 2026 — describe an all but identical template.
Each defendant reported advising a single private fund bearing its own name, with a gross asset value of either $78,960,522 or $48,960,522 — the two figures differ only in the first digit — either 89 or 33 investors, a minimum investment of either $50,000 or $5,000, and ownership percentages identical across filings. Most named the same phantom auditor, “Indicator Global,” which the Abrdn Canada complaint alleges runs a Mandarin-language website falsely claiming Commission approval and a financial license; CryptoOrbit named a different unregistered auditor, “Inno&Prosperity.” The LinkedIn Research Institute complaint alleges the filer connected from Internet Protocol addresses in Hong Kong, and adds a telling detail: none of the filings disclosed a website, which Form ADV requires, yet at least twenty-three of the entities were marketed on websites promoting their use of emerging technologies.
Two diligence habits these filings defeat
Checking whether a firm appears on the Commission’s adviser database establishes that someone filed a form. It does not establish that the Commission examined the filer, verified a single figure, or formed any view at all. An exempt reporting adviser is by definition not registered, and the complaints allege the defendants marketed themselves on websites displaying fabricated certificates of Commission registration. A firm that answers a client’s question with “they are in the SEC system” is repeating the filer’s own assertion back to the client.
Checking a corporate formation date fares no better. Abrdn Canada incorporated in Colorado days before filing, but LinkedIn Research Institute was formed there in 2021 and CryptoOrbit in 2023, each renamed and re-addressed in October 2025. An aged entity in good standing with the Secretary of State reads as substance in a diligence file. Here it was purchased history.
Substantiation is the step that works. The Commission asked for offering memoranda, audited financial statements, and investor and asset lists — documents any genuine private fund adviser can produce. Every one of these entities failed that test.
For advisers actually relying on the exemption
Exempt reporting advisers are exempt from registration, not from examination. Section 204(a) subjects an adviser’s records to Commission examination at any time, 15 U.S.C. § 80b-4(a) (2018), and the execution page of Form ADV certifies both that the statements in the form are true and that the books and records will be preserved and available for inspection. Half of the charges here rest on a failure to answer a records request. An adviser relying on Section 203(m) must be able to produce, on request, the documents substantiating every number reported on its Form ADV.
For investors: what to check before you send money
The Commission’s Office of Investor Education and Assistance has issued an investor alert warning that scammers use exempt reporting adviser filings to manufacture legitimacy. Begin from the premise that the Commission licenses no one and endorses no one: any certificate or web page claiming SEC approval or a financial license is fabricated. Look the firm up yourself at adviserinfo.sec.gov rather than through a link it sends you, and read what the entry says — an exempt reporting adviser is not registered, and nobody checked its figures. Such an adviser advises private funds, so one soliciting an individual directly is outside the exemption it claims. Confirm the address and telephone number independently; here the mail came back and the lines were dead. Ask for the fund’s offering memorandum and audited financial statements, and confirm the named auditor exists in a state accountancy registry. A firm that will not produce those documents has answered the question. Report suspected fraud through the Commission’s tips and complaints page.
For more information. If you have questions about exempt reporting adviser status, Form ADV accuracy, or diligence on a private fund adviser, contact Evans Law, PC.