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UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES ACT OF 1933 Release No. 10961 / August 6, 2021 SECURITIES EXCHANGE ACT OF 1934 Release No. 92588 / August 6, 2021 ADMINISTRATIVE PROCEEDING File No. 3-20453 ORDER INSTITUTING CEASE-AND- In the Matter of DESIST PROCEEDINGS, PURSUANT TO SECTION 8A OF THE SECURITIES ACT Blockchain Credit Partners OF 1933 AND SECTION 21C OF THE d/b/a DeFi Money Market, SECURITIES EXCHANGE ACT OF 1934, Gregory Keough, and Derek MAKING FINDINGS, AND IMPOSING A Acree CEASE-AND-DESIST ORDER Respondents. I. The Securities and Exchange Commission (“Commission”) deems it appropriate that cease- and-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”) and Section 21C of the Securities Exchange Act of 1934 (“Exchange Act”) against Blockchain Credit Partners d/b/a DeFi Money Market (“DMM”), Gregory Keough, and Derek Acree (collectively, “Respondents”). II. In anticipation of the institution of these proceedings, Respondents have each submitted an Offer of Settlement (the “Offers”) which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission’s jurisdiction over them and the subject matter of these proceedings, which are admitted, and except as provided herein in Section V, Respondents consent to the entry of this Order Instituting Cease-and-Desist Proceedings, Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below. III. On the basis of this Order and Respondents’ Offers, the Commission finds1 that: Summary 1. From February 2020 to February 2021 (the “Relevant Time Period”), Gregory Keough and Derek Acree and their company, Blockchain Credit Partners, operated DeFi Money Market (“DMM”). Through DMM, Respondents offered and sold more than $30 million of securities in unregistered offerings by using smart contracts and “decentralized finance” (or “DeFi”) technology to sell digital tokens. In marketing on a website, social media, and other means, Respondents made materially false and misleading statements concerning the operations and profitability of DMM. 2. Respondents stated DMM could pay investors 6.25% interest on digital assets because it would use investor assets to buy “real world” assets, like car loans, that would generate sufficient income to pay the promised interest and generate surplus profits. They sold two types of digital tokens: mTokens, which accrued 6.25% interest, and DMG tokens, which were so-called “governance tokens” that purportedly gave DMG token holders certain voting rights, a share of excess profits, and the ability to profit from DMG resales in the secondary market. Respondents promised to pay a stable interest rate to digital asset owners who purchased mTokens and said they could generate excess profit for DMG token owners. During the Relevant Time Period, they sold approximately $17.7 million in mTokens and more than $13.9 million in DMG tokens to the public, including U.S. investors. 3. To develop the DMM business, Respondents hired programmers to build the technological architecture underlying the smart contracts and tokens, identified assets that could generate interest for mTokens and surplus profits for DMG token holders, established an organizational structure to support the business and its growth, and deployed a protocol that allowed DMG token holders to vote on proposals. Yet, Respondents fundamentally misrepresented how they operated DMM and portrayed their vision as executed action. In offering and selling mTokens and DMG tokens, Respondents claimed that DMM had acquired profitable, income-generating assets in the form of car loans. While another company controlled by Respondents owned such assets, Respondents never transferred ownership of any of those assets to DMM. 4. Based on the facts and circumstances set forth below, the mTokens were securities because they were notes and also because they were offered and sold as investment contracts. Purchasers of mTokens would have had a reasonable expectation of obtaining a future profit from Respondents’ efforts in managing DMM based on Respondents’ statements that DMM would use proceeds to purchase income-generating assets and pay 6.25% interest when holders redeemed 1 The findings herein are made pursuant to Respondents’ Offers of Settlement and are not binding on any other person or entity in this or any other proceeding. 2 their mTokens, as well as Respondents’ actions taken to make it appear as though DMM had, in fact, purchased such assets. 5. Based on the facts and circumstances set forth below, DMG tokens were offered and sold as investment contracts and thus were securities. DMG token purchasers would have had a reasonable expectation that Respondents would use DMG proceeds to operate and develop the DMM business and that they would share profits resulting from Respondents’ efforts, including in generating surplus interest from income-generating assets and ensuring secondary-market liquidity of DMG tokens. 6. Respondents 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 Commission or qualifying for an exemption from registration with the Commission. 7. Respondents also violated the antifraud provisions of the federal securities laws because they made materially false statements and engaged in other deceptive acts concerning DMM’s business operations and profitability. As a result, Respondents violated Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. 8. Through their actions, Respondents improperly obtained assets worth millions of dollars, which they used for their own personal benefit and to bolster a secondary trading market in the DMG tokens, including by paying digital asset trading platforms to list the tokens and by buying and selling the tokens on those platforms using “DeFi” smart contracts on the Ethereum blockchain. On February 5, 2021, Respondents announced that DMM was shutting down and ceased the offerings. Respondents 9. Gregory Keough (“Keough”) is a founder of the DMM business and owns 50% of Blockchain Credit Partners. He is a resident of Florida. Keough is the CEO of a private Florida company (the “Florida Finance Company”) that makes loans backed by vehicle liens, the “real world” assets DMM claimed to own. 10. Derek Acree (“Acree”) is a founder of the DMM business and owns 50% of Blockchain Credit Partners. He is a resident of Florida. Acree is the Chief Legal Officer of the Florida Finance Company. 11. Blockchain Credit Partners d/b/a DeFi Money Market (“DMM”) is a Cayman Island corporation formed in July 2019. It is owned and controlled by Keough and Acree. The company owned all of the DMG tokens when they were created and received the proceeds when they were sold. Neither the company nor its securities are registered with the Commission. 3 Facts A. Respondents Created DeFi Money Market to Offer Investment Opportunities in a Decentralized Manner 12. Starting in approximately mid-2019, Keough and Acree developed a plan to start a business that sold digital assets that would provide a stable return to investors. Keough and Acree sought to implement this plan in an autonomous manner by offering and selling the digital assets through “smart contracts” created and executed on a blockchain. 13. In July 2019, Keough and Acree formed Blockchain Credit Partners to execute their plan. Developers hired by the Respondents wrote smart contracts on the Ethereum blockchain and developed code that created digital tokens to be offered for sale. 14. By early 2020, Keough and Acree had selected DeFi Money Market, or DMM, as the name for the new business to evoke the idea of a decentralized money market product in which investors provided digital assets to earn interest. They offered the public two ways to profit from DMM. First, anyone could transfer digital assets to DMM’s addresses on the Ethereum blockchain in exchange for mTokens, and holders could redeem their mTokens at any time to receive their initial investment, plus interest. DMM would hold some assets in its Ethereum addresses to pay redemptions and represented that it would convert some assets into cash to purchase assets, such as auto loans. Second, anyone could buy DMG tokens and receive the right to help make certain decisions about the DMM business and the ability to make money by sharing in DMM’s profits and/or by selling their tokens in the secondary market. Respondents claimed that DMM presented unique investment opportunities in that these investments were backed by assets, which purportedly guaranteed a stable return, protected against losses, and ensured surplus income. B. Respondents Marketed DMM’s Profitability Based on their Stated Goals, Not Reality 15. Respondents publicly unveiled DMM in late February 2020. Throughout the Relevant Time Period, Respondents solicited prospective investors by describing DMM as a profitable business backed by “real-world” assets. 16. In late February 2020, Respondents launched a website to advertise DMM to the general public. The website featured a White Paper, which described in technical detail how DMM purportedly operated. Keough and Acree oversaw the creation of the website and White Paper. They also reviewed and signed off on other public statements made by the company. 17. As to the mTokens, the White Paper touted them as a way for investors to earn a consistent return of 6.25% on digital assets, with all yield “backed by real-world assets that generate income greater than interest owed, and all of these real-world assets [] transparently made available on the DMM Explorer,” a section of DMM’s website.

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