The Securities and Exchange Commission on Thursday charged two foreign-operated, Colorado-incorporated entities in a scheme that the agency said used false filings to raise more than $130 million from tens of thousands of retail investors, meaning individual investors.

The SEC charged BG Wealth Sharing Ltd and DSJ Exchange Pty Ltd with orchestrating the scheme to boost confidence in their investment program. The charges are allegations, and the defendants are presumed innocent unless proven guilty.

According to the SEC’s complaint, from at least Oct. 2025 through June 2026, the entities induced investors to join a supposed wealth-sharing program. Many of the investors were located in more than 40 U.S. states and multiple U.S. territories, the complaint says. The entities promised extraordinary, risk-free returns generated by so-called SI-generated signals for crypto asset trading.

BG Wealth claimed to be the world’s largest hedge fund and to be registered with the SEC as an investment adviser, according to the complaint. It also claimed a partnership with DSJ Exchange, which it described as a licensed and secure crypto trading platform. The SEC said none of that was true.

The complaint alleges that the defendants created the appearance that they were legitimate by submitting false Form ADV and Form D filings to the SEC. Those filings were publicly viewable. The defendants shared them with investors as supposed proof that the SEC had licensed or approved them, the complaint says.

Laura D’Allaird, Chief of the SEC Enforcement Division’s Cyber and Emerging Technologies Unit, said the defendants used social media, encrypted messaging channels, weekly live videoconferences, and a mobile app to reach investors. “They further sustained the ruse by displaying fake certificates with the SEC’s seal and making periodic payments to certain investors – a Ponzi-like tactic – while misappropriating the remaining funds,” D’Allaird said.

The complaint was filed in the United States District Court for the Northern District of California. It charges both entities with violating antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. It also charges BG Wealth with violating two provisions of the Investment Advisers Act of 1940, Sections 204(a) and 207.

The complaint seeks permanent injunctions, disgorgement with prejudgment interest, and civil penalties against both defendants. Disgorgement means repayment of money gained, with interest. The complaint also seeks conduct-based injunctions against BG Wealth, orders limiting that entity’s future conduct.

The SEC’s Office of Investor Education and Assistance has issued alerts warning that scammers use exempt reporting adviser filings to create a false impression of legitimacy. The alerts warn that those filings are used to lure investors into scams with false claims of SEC registration. The SEC encourages investors to use Investor.gov to check the background of anyone offering or selling an investment.

The Form ADV filed by BG Wealth and the Form D filed by DSJ Exchange have been removed from the SEC’s website, the agency said.