The Securities and Exchange Commission is examining the relationship between the U.S. arm of Binance, the world’s largest cryptocurrency exchange, and two trading firms with ties to Binance’s founder, people familiar with the probe say.
The two trading firms, Sigma Chain AG and Merit Peak Ltd., act as market makers that trade cryptocurrencies on the Binance.US exchange. One area of focus for regulators is how Binance.US disclosed to customers its links to the trading firms, the people say.
On its website, Binance.US says that affiliated market makers may trade on the exchange, though it doesn’t name which firms might do so.
The SEC requested information about the two entities from Binance.US, which is Binance’s U.S. affiliate and is the subject of an existing enforcement probe, the people said.
Corporate documents from 2019 tie Changpeng Zhao, Binance’s founder and chief executive officer, to the two trading firms, and former executives say that as of late last year Mr. Zhao controlled them both.
A spokesman for Binance.US, Zachary Tindall, declined to comment on the SEC probe and any relationship with the two trading firms. “Binance.US is committed to upholding the highest standards of compliance," he said.
A spokesman for Binance, Stephen Milton, said as a private company it doesn’t need to disclose details of its investor or corporate structure. “However, that information is shared with regulators when requested." Mr. Milton said Mr. Zhao wasn’t available for comment. Mr. Zhao is the majority owner of Binance and Binance.US, The Wall Street Journal previously reported.
Market makers are important actors in the trading world. They help smooth price fluctuations by continually buying and selling, even when markets are choppy. They get paid by collecting a small difference between the bid and offer price.
The SEC has brought enforcement actions against trading venues that didn’t disclose they had affiliates trading on their platforms. In 2015, Investment Technology Group Inc., which was later acquired by Virtu, paid $20 million and admitted wrongdoing, including that it operated a secret trading desk that interacted with orders sent to ITG’s trading platform, known as a dark pool.
The issue, said James Angel, a finance professor at Georgetown University’s McDonough School of Business, is “are you giving your affiliate some sort of unfair advantage? Do they get preferential access? Do they get to trade faster?"
Unlike market makers that trade regulated securities such as stocks or exchange-traded funds, those in cryptocurrency markets aren’t regulated and their practices can vary widely, said Rob Catalanello, co-CEO of cryptocurrency market maker B2C2 Ltd.
“There’s a huge lack of standardization," he said.
FTX, a Binance competitor, and Alameda Research, one of FTX’s market makers, have the same founder, Sam Bankman-Fried. Mr. Bankman-Fried said while Alameda trades on FTX, “their volume is a very small fraction of overall exchange volume, and their account’s access is the same as others’."
A spokesman for Coinbase Global Inc., another large cryptocurrency exchange, said that no market makers are affiliated with the company, its executives, or board of directors.
To bring enforcement action against Binance’s U.S. arm, the SEC would need to show that it has jurisdiction over some cryptocurrencies that Binance.US has offered. The SEC says many digital coins are securities and thus fall under its supervision, while crypto firms say regulators haven’t proven which tokens are securities. Binance has its own digital coin, BNB, which was sold to the public in 2017 and is traded on Binance.US and Binance.
The Binance.US spokesman, Mr. Tindall, declined to comment on BNB. Mr. Milton, the Binance spokesman, said the exchange doesn’t list any securities.
The SEC sometimes begins and closes probes without making allegations of wrongdoing or taking enforcement action.
The SEC originally sent a subpoena to Binance’s U.S. arm in late 2020, The Wall Street Journal previously reported. It asked for information about who controls Binance, how it makes money, what disclosures it makes to customers and whether trading on Binance.US is independent from activity on the bigger, global exchange, according to the subpoena, which was viewed by the Journal.
The regulatory agency, whose mission is investor protection, has taken nearly 100 enforcement actions involving cryptocurrency. SEC Chairman Gary Gensler has said the crypto market is a “Wild West" that needs formal rules to protect traders. Mr. Gensler has focused attention on cryptocurrency exchanges.
Binance was founded in Shanghai in 2017 by Mr. Zhao, a Canadian-Chinese computer programmer, and has grown to process billions of dollars of cryptocurrency transactions a day. It built its operations with little or no regulatory oversight, creating its trading systems from scratch.
The two trading firms being examined by the SEC, Sigma and Merit Peak, began trading cryptocurrencies on Binance.US shortly after the exchange was launched in 2019, according to former executives. The former executives said Binance.US’s legal and compliance teams worried that they didn’t have a clear understanding of where the funds the two firms used to trade were coming from.
Sigma executed all orders on Binance.US in which users buy or sell a certain cryptocurrency at the current market price, the former executives said. Merit, and later other market makers, handled orders that would only execute if the price of a cryptocurrency moved to a certain value, they added.
Neither the Binance nor the Binance.US spokesman commented on the two market makers or their relationship with Mr. Zhao.
Mr. Zhao was listed as chairman of the board of directors of Sigma in a January 2019 Swiss incorporation document, although he was later replaced by another person with ties to Binance. In late 2019, Mr. Zhao, on behalf of Merit, signed a document approving an infusion of capital from Merit into Binance.US in exchange for shares in the company. In the December 2020 SEC subpoena, the SEC referred to Merit as a Binance entity.
