Resolution no. 22302

Order, pursuant to article 7-octies, paragraph 1, letter b) of Legislative Decree no. 58/1998 ("Consolidated Law on Finance") to cease the infringement of article 18 of the Consolidated Law on Finance carried out through the website https://yosemite-ep.com and www.scesi.com

LA COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA
[THE NATIONAL COMMISSION FOR COMPANIES AND THE STOCK EXCHANGE]

HAVING REGARD TO Law no. 216 of 7th June 1974 and subsequent amendments and supplements;

HAVING REGARD TO Legislative Decree no. 58 of 24th February 1998 ("Consolidated Law on Finance") and subsequent amendments and supplements;

HAVING ESTABLISHED that checks on the internet ascertained the presence of the website www.scesi.com, the contents of which are also available in Italian, which contains a statement asserting that "Seedchange" allows users to invest in entrepreneurial initiatives implemented by "technology companies and...startups", which offer relatively high returns;

HAVING ESTABLISHED that, as a result of the investigations carried out, by means of an email received from support@scesi.com, users were informed that SeedChange Execution Services has been renamed to Yosemite Execution Partners Inc. ["We would like to notify you of the rebranding of SeedChangeExecution Services. SeedChange ExecutionServices, due to our expansion, was renamed YosemiteExecution Partners. […] The updated platform will be available starting on 11/16/2021. If you try to log in to the old site, you will automatically be redirected to the new site. Profile, investment, transaction and referral data will be retained in full"];

HAVING ESTABLISHED that with a subsequent email, received from the address support@yosemite-ep.com, users are informed about the "successful rebranding of SeedChange Execution Services". In particular, users are informed that "The company has changed its name to Yosemite Execution Partners" and that "The updated platform will be available at yosemite-ep.com"; the e-mail in question also contains a link to the sitehttp://yosemite-ep.com and the user is invited to use their credentials to access the back office of the latter site;

HAVING ESTABLISHED that the website http://yosemite-ep.com, the contents of which are also available in Italian, states that "Yosemite" is a "global investment platform that connects investors with technology companies and startups with the best prospects". In this regard, the "Invest" ("Investire") section of the aforementioned website mentions various entrepreneurial initiatives, also found in the "Invest" section of the website www.scesi.com, which propose the possibility of investing in alleged entrepreneurial projects that offer relatively high returns. In relation to each project, the sum of "daily earnings", the minimum amount required to join the initiative, the duration of the investment and the amount of the value collected are indicated as percentages;

HAVING ESTABLISHED that through the "Register" ("Iscriviti")button on the website http://yosemite-ep.com, users are able to register and access the reserved area, where it is possible to open an account, deposit funds and execute the investment;

WHEREAS that the information requests sent by Consob to the e-mail address support@yosemite-ep.com, present on the site, have remained unanswered;

WHEREAS that the object of the website’s offering can be classified as a financial product by way of its being a "investment of a financial nature" given the significant presence of the elements qualifying this notion (capital contribution in expectation of a return and assumption of risk);

WHEREAS said activity carried out through the sites http://yosemite-ep.com and www.scesi.com is deemed to constitute the offer of financial products through remote communication techniques (governed by Articles 30-32 of the TUF), insofar as the investor can execute the investment through the aforementioned websites;

WHEREAS, in order to carry out the activity of offering financial products by means of remote communication techniques, relevant authorisation is required to provide an investment placement service;

WHEREAS the abovementioned domains are cannot be attributed to any party authorised to provide investment services to the Italian public; Specifically, it was determined that the identity of the parties conducting this activity is unknown, as highlighted in the warnings published by the U.S. Securities and Exchange Commission (SEC) and the California Department of Financial Protection & Innovation (DFPI). Yosemite Execution Partners Inc. (formerly Seedchange Execution Services Inc.) is an authorized entity in the United States to which the websites (https://yosemite-ep.com and www.scesi.com, registered anonymously) cannot be attributed;

WHEREAS the aforementioned activity, carried out through the websites http://yosemite-ep.com and www.scesi.com, is still ongoing and aimed at Italian investors, insofar as the websites are available in Italian and complaints from Italian savers have been received;

HAVING REGARD TO the fact that the provision of investment services and activities is reserved to authorised parties as referred to under article 18, paragraph 1, of the Consolidated Law on Finance, pursuant to which, "The professional provision of investment services and activities to the public is reserved to Italian investment firms, EU investment firms, Italian banks, EU banks and non-EU firms";

HAVING ESTABLISHED, therefore, that the operations in question qualify as the professional provision of investment services to the Italian public, in infringement of article 18, paragraph 1 of the Consolidated Law on Finance;

HAVING REGARD TO the fact that, according to the provisions of article 7-octies, letter b) of the Consolidated Law on Finance - "Powers to counteract abuse" - Consob "may, with regard to anyone who offers or carries out investment services or activities through the Internet without being qualified pursuant to this decree: […] b) order that the infringement cease";

CONSIDERING it therefore necessary, in the light of the foregoing, to adopt this Resolution immediately for reasons of urgency;

RESOLVES:

To order the cessation of the infringement of Article 18 of Legislative Decree no. 58/98 carried out through the websites http://yosemite-ep.com and www.scesi.com, constituted by the offering of financial products through remote communication without the required authorisation to provide investment services and activities to the Italian public.

This Resolution shall be brought to the attention of the concerned parties and published in the Consob Bulletin.

This measure may be appealed before the Regional Administrative Court of Lazio within 60 days of the date of service.

21 April 2022

THE CHAIRMAN
Paolo Savona