Resolution no. 23625 of 2 July 2025

Prohibition, pursuant to article 99, paragraph 1, letter c) 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 that Consob’s supervisory activity ascertained the presence of the https://forti-card.com website attributable, according to what is reported therein, to the company “FortiCard Limited ", a "financial services company” headquartered in the British Virgin Islands, which offered 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 website described the characteristics of the "FortiCard" application, which enables the planned investments to be made while giving investors the option to "sell the outstanding part of their investments to others on the platform", as well as to 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 the website https://forti-card.com contained links that allowed this investment application available in Italian to be downloaded, on which to deposit stablecoins to invest in "funds" or "financing units" to achieve predetermined returns. The related amounts, duration and return paid are indicated for each proposed investment;

HAVING ESTABLISHED that, in addition to the investment opportunities described above, there is the possibility of receiving additional income related to the affiliations created. Investors are divided into different levels, in relation to the investment made and the affiliation activity carried out. The network marketing system used includes increased remunerations to be assigned for the investments made, according to the level achieved; reward remunerations 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 is divided into several levels, with the identification of managers at national and local level or according to function;

HAVING ESTABLISHED that the transactions proposed are presented as an investment opportunity, because the initiative advertised by the aforementioned company offers potential customers the opportunity of using capital to purchase “funds” or “financing units”, in order to receive a return that is proportional 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 transactions in question 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 offered 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 amount invested of $100 (to be paid in USDT or USDC stablecoins);

HAVING ESTABLISHED that documentation in the records revealed that on the "FortiCard" platform it was possible to invest in "financing units" an amount between 6 and 500 USDT with duration varying between 7 and 60 days, achieving a daily return between 1.5% and 1.8%, and in "Funds" amounts varying between 100 and 100,000 USDT for periods between 5 and 180 days, achieving returns between 20% and 1404% of the amount invested at the end of the constraint;

HAVING ESTABLISHED that the aforementioned return is 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 negotiating proposals may be considered to be 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, the 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 the related platform, based on the above, 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 that contains a representation of the features of the proposed transactions that is such as to place investors in a position to decide whether or not to participate in the actual initiative, but without the 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" was also addressed to at Italian investors, insofar as the investment platform downloadable from the aforementioned website is also available in Italian and the documents acquired with regard to its operation are drawn up in Italian. In addition, the organisation of events to present the "FortiCard" initiative in Campania and Lazio during 2025 was reported;

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

HAVING ESTABLISHED that a sales scheme was also promoted through the aforementioned website and the underlying platform which offers a user the possibility of earning money by recruiting further members of the initiative and that this scheme is suitable to also disseminate 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 evidence acquired, the offering in question does not 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”;

HAVING REGARD to resolution no. 23531 of 16 April 2025, whereby, pursuant to article 99, paragraph 1, letter b), of the Consolidated Law on Finance, Consob implemented the precautionary suspension measure, for a period of ninety days, of the offer to citizens residing in Italy involving an investment of a financial nature made also through the website https://forti-card.com;

WHEREAS “FortiCard Limited”, to which the transaction in question would be attributable in accordance with what is reported on the website https://forti-card.com, has sent no objections in response to the facts on which the suspension measure is based;

WHEREAS, therefore, in the light of the investigation outlined above and in the absence of any evidence to suggest a situation other than that outlined in the aforementioned suspension measure, the circumstances de facto and de jure established in the suspension measure are considered to have been ascertained;

CONSIDERING, therefore, that it has been ascertained that - according to the methods described above, noted at the time of adoption of the said suspension measure - an offer to the public has been made of products, sub-category “investment of a financial nature“ in breach of the above law;

HAVING REGARD to Art. 99, paragraph 1, letter c) of the Consolidated Law on Finance, pursuant to which Consob: “may: … c) prohibit the public offering if a violation is confirmed of the provisions of this Chapter or of the related implementation measures or if there are well-founded suspicions that such provisions or measures might be breached...”;

RESOLVES:

The activity of offering to the public residing in Italy, including via the website https://forti-card.com of “FortiCard Limited”, is prohibited.

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