1/19 On May 9, 2022, Mr. Perman described Celsius as a “sinking ship.” Several days later, on May 15, 2022, Mr. Perman commented that “there is no hope” and “there is no plan.” The next day, he stated his belief that Celsius’s “[business] model is
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2/19 fundamentally broken,” and on May26, 2022, commented “ive [sic] seen a lot – what I’ve seen here is incompetence at the highest levels.” Despite this, following the collapse of Terra/Luna on May 11, 2022, both Celsius and
3/19 Mr. Mashinsky posted to Twitter: “As part of our responsibility to serve our community, @CelsiusNetwork implemented and abides by robust risk management frameworks to ensure the safety and security of assets on our platform. All user funds are safe.
4/19 We continue to be open for business as usual." That same day, Mr. Mashinsky posted to Twitter, “Notwithstanding the extreme market volatility, Celsius has not experienced any significant losses and all funds are safe.” Cointelegraph and the
5/19 Financial Times quoted this Tweet in the following days. On May 11, 2022, Cointelegraph also quoted Mr. Bolger as stating that, “Our top priority is to ensure that all digital assets on our platform remain safe and secure . . . Our front office teams also
6/19 think and act like risk managers to ensure that we are not exposed in any significant way to market swings. Our liquidity position remains very strong.” At the beginning of the May 13, 2022 AMA, Mr. Mashinsky said, Celsius is stronger than ever.
7/19 We have billions of dollars in liquidity. Anyone who needed to withdraw their funds, got their funds back. Anyone who wanted to come in and earn or take a loan or anything else got served. We’re open for business and we continue to do what Celsius
8/19 does best: serve the community, protect the community, make sure your assets are there when you need them. Celsius followed the May 13, 2022 AMA with a video post titled “Market Update from Alex Mashinsky” in which Mr. Mashinsky noted that Celsius
9/19 had been working all weekend to make sure everyone got their withdrawals, loans, and swaps. Mr. Mashinsky encouraged new CeFi customers, adding that “over 90% of people in the world cannot manage their own keys.” He concluded by
10/19 thanking the Celsius community, “the best community in crypto and we’re going to get through this together. We unite, we win. We divide, we fall.” For some Celsius customers, the May 16, 2022 video only raised more questions.
11/19 Customers asked: “Why did Celsius suspend swaps (Luna/UST) when the Community needed them the most?;” “Why are withdrawals taking hours?;” “Why was I liquidated when your customer service said my margin call would be extended?” “You
12/19 always said you do whatever it takes not to liquidate Celsians.” “What happens to my invested assets should Celsius go bankrupt?” Celsius continued to try to attract additional deposits during this period using promo codes and representations about Celsius’s liquidity.
13/19 The May 17, 2022 Executive Committee materials included a continued focus on growth, asking “What are we doing to attract and grow users?” On May 19, 2022, Celsius added a stablecoin promo code applicable to a minimum of $2,500 of
14/19 USDC, USDT, BUSD, GUSD, or USDP, offering $50 of BTC as a reward, vesting after a 180-day lockup. During the May20, 2022 Market Update, Mr. Mashinsky claimed that “no one is leaving crypto” and that while there were significant withdrawals
15/19 of crypto assets “with Celsius, there’s enough liquidity.” On May 23, 2022, Celsius sent a blast email to its customers promoting that its platform now supported five new coins. The blast email also advertised the May 19 stablecoin promotion. The
16/19 promo codes were updated again on May 30, 2022, offering $50 of ETH as a reward for a minimum deposit of at least $2,500 of ETH. Similarly, Celsius publicly encouraged its users to increase referrals “to entice . . . or convince others to be part of this.”
17/19 The May 27, 2022 AMA featured a promotional video regarding referral codes that stated, “Did you know you can earn crypto by referring a friend? You’ll get $50 in crypto for each completed referral. Your friend will get a $50 referral reward too.”
18/19 On May 29, 2022, Mr. Mashinsky offered to personally pay $1,000 to a new user that week, posting to Twitter, “These are hard times for many I will personally give one of the new @CelsiusNetwork users $1,000 this week if you show you opened
19/19 an account and started #HODLing to build your #FiancialFreedom [sic]. All you need to do is be a new user, follow me and Celsius and post your referral code.”
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“330 million Americans are our clients,” adding, “Kraken knew how to register, others know how to register, it's just a form on our website … And if they want to offer
2/8 staking, we're neutral, come in [and] register because investors need that disclosure.”That’s a boldface lie, & @GaryGensler knows it. They’re not neutral. What’s my evidence? @coinbase went in to the SEC to register their USDC Earn product and the SEC said it was a security.
3/8 How is that a security? @coinbase simply wanted to give the SEC a heads-up and was told by the SEC “screw you, @coinbase.”
The SEC's enforcement action against Kraken has already invited criticism, even from within, with SEC Commissioner Hester Peirce
PPM acts as Celsius Mining’s power broker for the Midland sites and brokers agreements between Celsius Mining and retail electrical providers (“REP”). An REP buys electricity at
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2/24 wholesale prices and sells it to the end user, acting as a middleman between the retail purchaser and the utility distribution company (“UDC”) that owns the wires that allow for energy transmission to the customer site. Under its agreement
3/24 with Celsius Mining, PPM receives a commission of $0.001 per kWh of energy it brokers. The REP collects this commission and remits it to PPM. The REP also collects payment for the UDC, which—in Celsius Mining’s case—is Oncor Electric Delivery Company LLC (“Oncor”).
1/33 Luna Squares LLC
Luna Squares-Celsius Mining Hosting Relationship.
Celsius Mining secured hosting capacity from Luna Squares in early 2022 when Celsius Mining began having difficulty securing hosting capacity from Core Scientific. According to Celsius
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2/33 Mining personnel, Luna Squares was an attractive hosting opportunity because Celsius Mining viewed Luna Squares as charging reasonable hosting rates and being competent at quickly and economically building out infrastructure for mining,
3/33 as it had a pipeline of sites it could build out. Celsius Mining and Luna Squares entered into a Customer Equipment Co-Location Agreement on February 23, 2022, for 90 MW of hosting capacity. The agreement provided for the deployment
EZ Blockchain-Celsius Mining Hosting Relationship.
Between January and March 2022, Celsius Mining entered into three mining hosting agreements with EZ Blockchain. Together, these three agreements provided Celsius Mining with
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2/22 approximately 35 MW of power— capacity for an estimated 10,785 rigs—over a term of 18 months at a variable rate. Celsius Mining turned to EZ Blockchain because, according to Celsius Mining, its business model involves identifying small
3/22 blocks of power and being able to quickly install its containers and begin mining. This was attractive to Celsius Mining given Core Scientific’s deployment delays. Celsius Mining entered into its first hosting agreement with EZ Blockchain on January 27, 2022.
Core Scientific deployed Celsius Mining’s rigs at six hosting sites located in Dalton, Georgia; Calvert City, Kentucky; Grand Forks and Marble, North Dakota; and Cottonwood and Denton, Texas. According to Celsius Mining, Core Scientific
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2/18 provided all promised hosting capacity under Orders 1-4, 6-7, 9 and 1-A but failed to timely complete deployment under Order 10, missing contracted deployment deadlines in the spring of 2022 and failing to deploy any Celsius Mining rigs after May 2022.
3/18 According to Core Scientific, the “deployment month” listed in Order 10 was simply a non-binding estimate of the month in which Celsius Mining was expected to deliver to-be-deployed rigs to Core Scientific, not a contractual guarantee of actual
1/27 Core Scientific-Celsius Mining Hosting Relationship:
Core Scientific was Celsius Mining’s first third-party mining host. Celsius Mining viewed its contract with Core Scientific as attractive because of its competitive—and what Celsius Mining
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2/27 allegedly interpreted as fixed—hosting rate of approximately $0.056 per kWh of energy. Celsius Mining elected to purchase rigs through Core Scientific, in addition to procuring hosting services, believing it would benefit from wholesale
3/27 pricing arrangements Core Scientific had with rig manufacturers. Core Scientific filed for bankruptcy on December 21, 2022, citing its disputes with Celsius Mining (described below) as one reason for its filing. On December 28, 2022,