Resolution no. 23531 of 16 April 2025

Suspension, pursuant to Article 99, paragraph 1, letter b) of Legislative Decree no. 58/1998, of the public offering concerning investments of a financial nature made by “FortiCard Limited”, also via the website https://forti-card.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 7 June 1974, as subsequently amended and supplemented;

HAVING REGARD to Legislative Decree no. 58 of 24 February 1998 (“Consolidated Law on Finance”), as subsequently amended and supplemented;

HAVING ESTABLISHED, following the supervisory activity carried out by Consob, the presence on the web of the website https://forti-card.com, which according to what the website reports, is attributable to the company "FortiCard Limited, a "financial services company" headquartered in the British Virgin Islands, which offers the user "a sophisticated strategy" focused on investing in the "pooling of funds" and on selected "lending platforms", to achieve "an average income of more than 10%” with a minimum investment of $100 (to be paid in USDT or USDC stablecoin). The site describes the characteristics of the "FortiCard" application, which allows for planned investments to be made and also makes it possible for investors to "sell the outstanding part of their investments to others on the platform", as well as preset "their investment criteria, including risk level, duration, and amount", allowing the system to operate automatically (specifically, to “utilize automatic bidding based on your investment criteria");

HAVING ESTABLISHED that there are links on the website https://forti-card.com  that would allow the downloading of this investment application available in Italian, and on which deposits could be made in stablecoins to invest in "funds" or "financing units", to achieve predetermined returns. The related amounts, duration and return paid appear specified for each proposed investment;

HAVING ESTABLISHED that, in addition to the investment opportunities described above, there also seems to be the possibility of receiving additional income related to the affiliations created. Investors appear to be divided into different levels, in relation to the investment made and the affiliate activity carried out. The network marketing system used would seem to provide for increased remuneration to be assigned for the investments made, related to the level achieved; reward remuneration calculated as a percentage of the amounts invested by directly and indirectly affiliated users; further advantages for "FortiCard partners". The network marketing structure used for this purpose seems to be divided into several levels, with the identification of managers at national and local level or according to function;

HAVING ESTABLISHED that the proposed transactions are presented as an investment opportunity, because the initiative advertised by the aforementioned company would seem to offer potential customers the opportunity of using capital to purchase “funds” or “financing units”, so as to receive a return that is proportionate to the amount deposited;

HAVING REGARD TO the fact that, according to the definition provided under article 1, paragraph 1, letter t) of the Consolidated Law on Finance, a “public offering of financial products” must be understood to mean “any communication made to people, in any form and by any means, that presents sufficient information on the offer conditions and the financial products offered as to render an investor capable of deciding to buy or subscribe the financial products including the placement through licensed parties”;

WHEREAS the constituent elements of the public offer relevant for the purposes of the above provision can be summarised as follows:

1. the fact that the activity involves “financial products”, a category that includes - pursuant to Art. 1, paragraph 1, letter u), of the Consolidated Law on Finance - both the typified characteristics of “financial instruments” and “every other form of investment of a financial nature”;
2. the existence of communication intended to persuade investors to purchase or underwrite these financial products and, consequently, including at the very least a description of their main characteristics;
3. the fact that the communication in question is directed towards Italian residents;

WHEREAS the notion of an “investment of a financial nature” implies the presence of three elements at the same time: (i) an investment of capital; (ii) a promise/expectation of a return of a financial nature; (iii) the assumption of a risk directly connected and related to the investment of capital;

WHEREAS the structure of the transaction in question would seem to require (i) a participant to use their own capital (ii) for the purpose of obtaining a predefined return, expressed as a percentage and calculated on the capital contributed by the investor in which (iii) a potential financial risk is inherent;

HAVING ESTABLISHED in fact, that the website https://forti-card.com offers the user  “a sophisticated strategy" focused on investing in the "pooling of funds" and on selected "lending platforms", to achieve "an average income of more than 10%" with a minimum investment of $100 (to be paid in USDT or USDC stablecoins);

HAVING ESTABLISHED from the documentation on file that it would be possible on the "FortiCard" platform to invest an amount between 6 and 500 USDT in "financing units" with a duration varying between 7 and 60 days, to achieve a daily return of between 1.5% and 1.8%, as well as amounts varying between 100 and 100,000 USDT in “Funds” for between 5 and 180 days, to achieve returns between 20% and 1404% of the amount invested at the end of the constraint;

HAVING ESTABLISHED that the aforementioned return was supposed to be paid as a result of using the investor’s capital, and that it is related exclusively to the amount paid, the user not being asked to undertake any activity other than the mere contribution of capital;

WHEREAS the legal reason for the trading proposals may be considered the production of a financial return as consideration for the use of capital transferred by the recipients of this return, who, therefore, transfer their own money with the expectation of a profit, namely, an increase in the cash invested;

CONSIDERING, therefore, that, with regard to the existence of the requirement referred to under letter a), namely, that the offer in question may be classified as a “financial product”, the investments offered by the aforementioned website and related platform, based on the above, would seem to qualify as an “investment of a financial nature”;

HAVING ESTABLISHED that the initiative in question is promoted in standardised and uniform terms, through a presentation containing a representation of the features of the investments in such a way that investors can decide whether or not to participate in the actual initiative, but without any possibility for an individual investor to intervene in drawing up the contractual agreement;

CONSIDERING, therefore, that the requirement set out in letter b) is also met;

HAVING ESTABLISHED that the offer made through the website https://forti-card.com and the investment application "FortiCard" is ongoing and is also directed at Italian investors, given that the investment platform downloadable from the aforementioned website appears to also be available in Italian and the documents acquired on the platform’s operation are drawn up in Italian. In addition, it was reported that events were organised to present the "FortiCard" initiative in Campania and Lazio during 2025;

HAVING ESTABLISHED that the offer is also conveyed through a Telegram group in Italian that is used to manage and coordinate users, and which in February 2025, numbered thousands of participants;

HAVING ESTABLISHED that a sales scheme and underlying platform was also promoted through the aforementioned website which offers users the possibility of earning money by recruiting additional members to the initiative and that the scheme itself also disseminates the offer of financial products among Italian investors;

CONSIDERING, therefore, that the requirement set out in letter c) is met, since the offering in question is aimed at the public resident in Italy;

CONSIDERING, therefore, that the activity carried out by “FortiCard Limited“ to promote investments of a financial nature has the characteristics of a public offering of financial products as defined above;

HAVING REGARD TO article 94-bis, paragraph 1 of the Consolidated Law on Finance, pursuant to which “Anyone intending to make an offer to the public of financial products other than securities and units or shares of open-ended UCITS must publish a prospectus in advance. To this end, an application must be submitted to Consob for approval, with the draft attached. The prospectus cannot be published until it has been approved by Consob”;

HAVING ESTABLISHED that, in relation to the activity described, neither prior notification nor the information prospectus intended for publication were sent to Consob;

HAVING ALSO ESTABLISHED that, based on current evidence, the offering in question would not seem to fall into any of the exemptions - contemplated by the combined provisions of articles 100 of the Consolidated Law on Finance and 34-ter of Consob Regulation no. 11971/1999 - from enforcement of the rules on “solicitation of public savings”;

WHEREAS, therefore, there is a well-founded suspicion of the promotion of an offer to the public of financial products in breach of the aforementioned laws and the offer to the public of the financial products in question is still ongoing;

HAVING REGARD to Art. 99, paragraph 1, letter b) of the Consolidated Law on Finance, pursuant to which Consob: "may: ... b) suspend on a precautionary basis, for a period not exceeding ninety days, the offer concerning financial products other than those referred to in letter a) [or securities], in the event of a well-founded suspicion of a breach of the provisions of this Chapter or of the related implementing measures";

WHEREAS, given the existence of the aforementioned conditions, it is urgent to adopt the measure identified above;

RESOLVES:

That the activity of the offering to the public residing in Italy, including via the websitehttps://forti-card.com by “FortiCard Limited“ is suspended as a precautionary measure for a period of 90 days.

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.

THE CHAIRMAN
Paolo Savona