NewzIntel.com

Category: CTF

  • MIL-OSI USA: An Incremental Step Along the Journey: The Division of Trading Markets’ Frequently Asked Questions Relating to Crypto Asset Activities and Distributed Ledger Technologies

    Source: Securities and Exchange Commission

    Today, the staff of the Division of Trading and Markets issued a set of frequently asked questions (“FAQs”) relating to the application of certain broker-dealer financial responsibility rules and transfer agent rules to crypto asset activities and distributed ledger technology. Many of the responses to these FAQs should not be controversial, as they simply reiterate what our rules already say or do not say. Nonetheless, given the uncertainty in the market regarding the application of our rules to crypto generally, I am pleased that the staff has issued these helpful FAQs.

    As one example, these FAQs address staff’s views about whether and how broker-dealer custody and capital rules apply to crypto assets, including in the context of in-kind creations and redemptions for spot crypto asset exchange-traded products (ETPs). The FAQs note that the possession and control requirements of Rule 15c3-3 are not implicated if a broker-dealer holds non-security crypto assets for customers. These requirements apply only to securities. The FAQs also address the net capital treatment of proprietary positions in bitcoin and ether, which are the only two crypto assets currently underlying crypto asset ETPs trading on national securities exchanges. The statement’s limitation to the capital treatment of bitcoin and ether does not mean that broker-dealers may hold only those crypto assets or that only those crypto assets may be readily marketable for purposes of the net capital rules.

    The FAQs highlight that non-security crypto assets held by a broker-dealer are not protected by SIPA. SIPA is fundamentally tailored to securities, not commodities or other assets. These FAQs, by underscoring the absence of SIPA protection, remind investors about the risks they may face when holding non-security crypto assets through a broker-dealer.

    The FAQs also include questions relating to transfer agents. Notably, the FAQs address a registered transfer agent’s use of distributed ledger technology as its official Master Securityholder File or a component thereof. This FAQ may be relevant for firms (and their transfer agents) considering issuing tokenized securities.

    These FAQs are incremental, not comprehensive. The staff and the Commission still have much more work to do. For example, many market participants have urged us to replace the special purpose broker-dealer statement with a more fit-for-purpose statement addressing how broker-dealers may custody crypto assets that are securities, including tokenized versions of traditional securities. In the meantime, the SPBD continues to be a non-exclusive safe harbor upon which broker-dealers can rely. In addition, market participants have asked for guidance on the net capital treatment of other crypto assets. I also am eager to hear whether the industry believes additional clarity or other actions by the SEC with respect to transfer agent rules would be helpful to facilitate onchain tokenization efforts.

    I appreciate the diligent work of the Division of Trading and Markets in preparing these FAQs. Market participants that have additional questions on these and other issues raised by the FAQs should feel free to reach out to the Division of Trading and Markets.[1] The Crypto Task Force also welcomes inquiries and feedback on these FAQs through crypto@sec.gov.

    MIL OSI USA News –

  • MIL-OSI USA: Remarks of Commissioner Mark T. Uyeda

    Source: Securities and Exchange Commission

    Welcome to the 12th Annual Conference on Financial Market Regulation.  It is a pleasure to kick off this two-day conference.  Thank you to all who have submitted papers in connection with the conference and to the discussants who have dissected them.  I would also like to thank the staff of the Division of Economic and Risk Analysis, led by Dr. Robert Fisher, for their efforts in planning this program as well as our academic partners.  Today’s program covers a number of timely topics. We have a number of different tracks at the conference, so I thought that I would briefly discuss two topics that caught my attention.[1]

    Private Market Capital Raising

    First, panelists will discuss the economic implications of individual investments in private markets.  One panel will discuss findings related to a systematic study of private equity investments by individual investors.[2]  This topic directly impacts capital formation concerns, but also impacts the issue of expanding investment opportunities for individual investors. Notably, the authors found that contrary to concerns about adverse selection, private equity investments by individual investors perform similarly to those of institutions and outperform public markets. Of particular interest, they identified three innovations that enable individuals to invest in private equity: “the proliferation of funds with low minimum commitments, pooling capital via advisors, and leveraging advisors’ networks to access fund managers.”  These structural observations are relevant as the Commission looks at regulatory mechanisms to increase capital formation. The need to empower retail investment in private companies is critical – both from a capital formation perspective and from an investor diversification lens. 

    Additionally, in exploring ways to expand opportunities by promoting greater retail investing in private companies, changes to the accredited investor definition should be considered. While the accredited investor definition has served as the benchmark for financial sophistication on a national – and perhaps global – level, and has provided stability and predictability to market participants, we look to ways to address some potential unintended consequences of the standard during the forty-plus years since it was introduced.

    In promoting opportunities for retail investment in private companies, we should not shy away from discussing the potential investment risks, including the risk of financial losses.  However, investments in private, growth-stage companies that are higher-risk, higher-reward may be beneficial as part of a person’s diversified portfolio, particularly if the exposure is through pooled investment vehicles.  Modern portfolio theory supports the view that a more diversified portfolio impacts overall economic risk.

    As such, we should seek to modernize the exemptive landscape.  If an individual believes that the risk is appropriate and the framework limits investors to those who are financially sophisticated, can sustain the risk of investment loss, can fend for themselves, and have other relevant characteristics, then our regulatory regime should not deny such individual a source of potential wealth accumulation and portfolio diversification. 

    While current and future regulatory proxies for financial sophistication may never be perfect, we should acknowledge that investor protection might also exist through diversification by expanding opportunities for individual investors to allow them to obtain the investment exposure through financial professionals operating under a best interest or fiduciary duty obligation. 

    Notably, recent investor surveys conducted by the Office of the Investor Advocate found that there is investor appetite by accredited and non-accredited investors, for investing in private companies.  Specifically, 14.4% of accredited investors reported being “interested” in investing in this space, while 4.7% of non-accredited investors reported interest.[3]  Investors in both categories – including persons that are currently non-accredited but may be deemed accredited under any new potential standards—have a desire to optimize their investment returns.  I appreciate the thoughtful economic research related to private markets – this research will likely inform any future policymaking.

    Recent Greenwashing by Funds and Impacts on Investments

    Second, attendees will develop a better understanding of the extent to which funds engaged in “greenwashing” – and more specifically, how such practices impacted investors’ returns.  This is particularly interesting, given the focus on these types of funds recently.  The authors of one paper presented this week, The Economics of Greenwashing Funds, found that “funds engaging in greenwashing charge higher fees while attracting greater flows from investors.”[4]  Charging higher average fees and thus impacting overall returns is concerning in any environment, especially when it is unclear whether improved outcomes were achieved. As it pertains to transactional and investment costs, I also note that the authors found that “greenwashing funds are more likely to incur regulatory costs and experience outflows, as reflected in ESG-related comment letters from the SEC.”  To the extent that funds elect to pursue strategies not directly tied to financial performance of the underlying investments, investors should not be penalized through higher overall investment costs, without corresponding clear and unequivocal disclosure of the downsides of such strategies.  

    These are only two examples of the thoughtful and relevant topics in the program.  There are many other interesting topics, including with respect to crypto.  Your research will help inform policymaking and economic analysis in future regulatory endeavors. 

    Thank you to the economists for your work and thank you for your participation in this conference.  In addition to the presentations, I hope that there will be productive side conversations throughout the next two days. One never knows whether the next great idea will start with some notes jotted down on a napkin.

     

    [1] My remarks reflect solely my individual views as a commissioner and do not necessarily reflect the views of the full U.S. Securities and Exchange Commission or my fellow Commissioners.

    [2] Cynthia Mei Balloch (London School of Economics), Federico Mainardi (University of Chicago), Sangmin Oh (Columbia University), Petra Vokata (The Ohio State University) Democratizing Private Markets: Private Equity Performance of Individual Investors (forthcoming). 

    [3] Katherine Carman, Alycia Chin, Steven Nash, and Brian Scholl. Exploring Accredited Investors and Private Market Securities Ownership, OIAD Working Paper (2025) (forthcoming).

    MIL OSI USA News –

  • MIL-OSI USA: Governor Pillen Issues Statement on Historic Budget Package

    Source: US State of Nebraska

    .

    “I commend the Nebraska Legislature for its work in passing a balanced and historically conservative 2025-2027 biennial budget package. Nebraskans expect us to reduce government spending, invest in our kids, and lower property taxes.

    I thank the Legislature for rolling back expanded spending, putting idle pillowcase money to work, and having the courage to say no to more spending increases. This budget puts money toward education, property tax relief, elimination of the developmental disability waitlist, and bolsters our national nuclear security, all while closing the $432 million deficit reported in November. With this balanced budget, we have the opportunity to make further investments in addressing our property tax crisis. I look forward to working with the Legislature in the coming weeks to do the right thing for Nebraskans.”

    Gov. Pillen will review the budget package delivered today for any additional spending reductions, which would result in line-item vetoes.

    “When we commit to strong fiscal conservatism, investing in our kids, and reducing the tax burden for everyday Nebraskans, we make sure our state is the greatest state in the union to live, work, and raise a family for generations to come.”

    MIL OSI USA News –

  • MIL-OSI USA: Two Men Sentenced for Real Estate and Tax Fraud

    Source: US Justice – Antitrust Division

    Headline: Two Men Sentenced for Real Estate and Tax Fraud

    Two men were sentenced to prison for a wire and tax fraud scheme to obtain title to a $1.3 million home in Roanoke County, Virginia. Herman Estes Jr. of Fieldale Virginia was sentenced to 84 months in prison; his co-conspirator Daniel Heggins of Charlotte, North Carolina was sentenced to 24 months in prison.

    MIL OSI USA News –

  • MIL-OSI USA: Former West Virginia Supervisory Correctional Officer Sentenced to more than 17 Years in Prison on Conspiracy and Obstruction Charges

    Source: US Justice – Antitrust Division

    Headline: Former West Virginia Supervisory Correctional Officer Sentenced to more than 17 Years in Prison on Conspiracy and Obstruction Charges

    Chad Lester, a former Lieutenant at the Southern Regional Jail in Beaver, West Virginia, was sentenced today for his role in covering up an assault by correctional officers that resulted in the death of inmate Quantez Burks on March 1, 2022. Lester, 35, of Odd, WV, was sentenced to 210 months in prison.

    MIL OSI USA News –

  • MIL-OSI USA: Justice Department Seeks to Shut Down Chicago-Area Tax Preparer for Allegedly Fabricating Credits, Expenses, and Deductions on Customer Returns

    Source: US Justice – Antitrust Division

    Headline: Justice Department Seeks to Shut Down Chicago-Area Tax Preparer for Allegedly Fabricating Credits, Expenses, and Deductions on Customer Returns

    The Justice Department filed a complaint in a federal court in Chicago seeking to permanently bar tax preparer Stacy Thomas, of Orland Park, Illinois, individually and doing business as Rapid Tax Refunds LLC, Rapid Tax Refund Profs LLC, and Rapid Refunds Income Tax Service Inc., from preparing federal tax returns for others.

    MIL OSI USA News –

  • MIL-OSI USA: Leader of Prolific Guatemalan Drug Trafficking Organization and Guatemalan Politician Who Supplied Tons of Cocaine to the Sinaloa Cartel Presented in U.S. District Court

    Source: US Justice – Antitrust Division

    Headline: Leader of Prolific Guatemalan Drug Trafficking Organization and Guatemalan Politician Who Supplied Tons of Cocaine to the Sinaloa Cartel Presented in U.S. District Court

    Today, Freddy Arnoldo Salazar Flores of Guatemala, a representative of the Central American Parliament, made his initial appearance in federal court in the District of Columbia. Salazar Flores voluntarily returned from abroad to the United States on May 14, 2025.

    MIL OSI USA News –

  • MIL-OSI United Kingdom: All parties to conflict must reunite families and grant access to information on missing persons: UK statement at the UN Security Council

    Source: United Kingdom – Executive Government & Departments

    Speech

    All parties to conflict must reunite families and grant access to information on missing persons: UK statement at the UN Security Council

    Statement by Ambassador Barbara Woodward, UK Permanent Representative to the UN, at the UN Security Council meeting on the protection of civilians in armed conflict.

    I will make three points.

    First, as we’ve heard, the impact of those missing in conflict is lasting and devastating with families forced to live without knowledge of the fate of their loved ones. 

    As we’ve heard, the ICRC registered 56,000 new cases of missing persons in 2024 alone.

    The United Kingdom supported the adoption of UN Security Council resolution 2474. 

    This requires parties to armed conflict to help reunite and reconnect separated families, to collect and protect information on missing persons, and to return remains to relatives.

    Yet in too many cases these requirements have not been fulfilled. 

    As Ms Lee made clear, despite decades passing, DPRK has still not shared information about those it abducted with their families.

    It is critical that all parties and stakeholders comply with resolution 2474 and IHL provisions, and that the ICRC and relevant actors are granted access to information on persons reported missing and to those detained or taken hostage.

    Second, conflicts around the world continue to tear people away from their loved ones. 

    This includes in Ukraine, where thousands remain missing, including tens of thousands of children forcibly deported to Russia.

    In Syria, over 130,000 people remain missing, and we welcome the new Syrian Government’s commitment to establish a national commission to clarify their fate.

    Third, I want also to highlight the unimaginable ordeal faced by hostages held by Hamas.

    This Council has heard first-hand from former hostages Eli Sharabi and Noa Argamani of the cruel and dehumanising treatment they were subjected to. 

    Hamas must be held accountable for its despicable actions.

    We welcome the release of Edan Alexander who was reunited with his family this week. But as we heard from Ms Chen today, many more families continue to wait in agony. 

    This also includes the families of Avinatan Or, Yossi Sharabi, and Shay Levinson, who have strong links to the UK.

    President, a ceasefire in Gaza is the best way to bring the hostages home, end the suffering of Palestinians and bring us back to much needed peace. Far too many have lost their lives and been torn away from their families. 

    No-one should have to suffer this fate, whether in Gaza or elsewhere in the world. 

    It is time for the spirit of SCR 2474 to be realised for the sake of all those who remain missing.

    Updates to this page

    Published 15 May 2025

    MIL OSI United Kingdom –

  • MIL-OSI United Kingdom: TUV Representatives Attend Balmoral Show

    Source: Traditional Unionist Voice – Northern Ireland

    TUV representatives from all levels of government were pleased to attend this year’s Balmoral Show. Under blue skies and amidst strong crowds, our team engaged with many members of the farming community to listen, discuss and stand alongside them on the pressing issues facing agriculture today.

    Across countless conversations, the same key concerns emerged:
    • Labour’s proposed plans to extend Inheritance Tax – a direct threat to family farms.
    • Stormont’s new Nutrient Action Plan – viewed by many as unworkable and deeply unfair to local producers.
    • The ongoing crisis of Bovine TB – a long-standing issue that still lacks effective resolution.

    Many livestock and poultry breeders raised concerns over continuing difficulties in moving animals across the Irish Sea Border — whether for shows, sales, or the introduction of new bloodlines to pedigree stock. The end of the grace period for veterinary medicines from GB to Northern Ireland in December 2025 also remains a critical worry for many.

    Added to this are growing national and international pressures:
    • The trade deal to import beef from America.
    • GB’s ongoing challenges with Bluetongue.
    • Europe’s outbreak of Foot and Mouth Disease.

    These are not abstract concerns — they are matters which threaten livelihoods, food security, and the future of rural life.

    The TUV remains resolutely committed to speaking up for our farming and agri-food sector — in Westminster, Stormont, and local councils. We will continue to stand against policies that punish our producers and defend Northern Ireland’s right to trade and farm freely within our own country.

    MIL OSI United Kingdom –

  • MIL-OSI Security: Shasta County Man Pleads Guilty to Running a $35 Million Investment Fraud Scheme and Witness Tampering

    Source: Office of United States Attorneys

    Matthew Piercey, 48, of Palo Cedro, pleaded guilty today to wire fraud, concealment money laundering, and witness tampering in connection with a $35 million investment fraud scheme, Acting U.S. Attorney Michele Beckwith announced. Piercey pleaded guilty without a written plea agreement to all 27 of the pending counts and the Court vacated the May 19, 2025, trial date.

    According to court documents, between July 2015 and August 2020, Piercey solicited investor funds by holding himself out as an investment advisor through his purported investment companies Family Wealth Legacy and Zolla. He made a variety of false and misleading statements to investors about the nature and success of trading algorithms, commissions and fees, investment strategies, the liquidity of investments, and the financial stability of Family Wealth Legacy and Zolla. For example, Piercey marketed the “Upvesting Fund,” an automated algorithmic trading fund that he falsely claimed had a history of success. He took money from numerous investors in this purported fund, but privately admitted to an associate that there was no Upvesting Fund.

    Running a Ponzi-like fraud scheme, Piercey used some investor money to make payments to other investors. As the scheme progressed, Piercey used a Redding-area chiropractor to conceal his continued operation of the investment fraud and take in new money.

    In total, Piercey paid back only approximately $8.8 million to investors of the approximately $35 million invested. He used the additional money for various business and personal expenses, including paying a criminal defense firm and buying two residential properties. Few, if any, liquid assets remained to repay investors.

    According to court documents, when Piercey learned he was under investigation, he took steps to dissuade investors and witnesses from responding to grand jury subpoenas. His actions caused several individuals to delay producing documents, while at the same time, he syphoned off nearly $775,000 from victim investors into a bank account he controlled.

    On Nov. 16, 2020, when law enforcement agents attempted to arrest Piercey, he fled from arrest and led agents on a vehicle chase through residential neighborhoods and onto the highway before abandoning his vehicle and entering Lake Shasta with an underwater submersible device. After about 20 minutes in the water, he emerged from the lake where he was arrested.

    After his arrest, Piercey used coded language to communicate with two individuals who visited him in jail. He directed these individuals to take actions with the contents of a U-Haul storage locker he had rented in Redding. A subsequent FBI search of the storage locker revealed that Piercey had rented the locker under a fictitious name, Chadwick Givens, using a fake California driver’s license. The locker contained, among other things, a wig and ₣31,000 in Swiss francs.

    “Investment fraud schemes like the one led by this defendant can devastate lives, retirements, and undo decades of planning by hard-working people simply looking for a trusted place to invest their money,” said Acting U.S. Attorney Beckwith. “Our office will continue to work with the FBI and our law enforcement partners to bring to justice those who commit these frauds and who seek to tamper with the grand jury process.”

    “Many invested their life savings with Matthew Piercey’s companies, not knowing that the claim of guaranteed returns were the empty promises of a Ponzi scheme,” said FBI Sacramento Special Agent in Charge Sid Patel. “The FBI agents, forensic accountants, and other specialized personnel work tirelessly to ensure those who exploit the trust of a hopeful public will face serious consequences.”

    This case is the product of an investigation by the Federal Bureau of Investigation. Assistant U.S. Attorneys Matthew Thuesen, Audrey B. Hemesath, Christopher S. Hales, and Kevin Khasigian are prosecuting the case.

    Piercey is scheduled to be sentenced by U.S. District Judge Troy L. Nunley on Sept. 4, 2025. Two other defendants who conspired with Piercey in the scheme are Ken Winton and Gary Klopfenstein. Winton pleaded guilty in December 2020 and Klopfenstein pleaded guilty in July 2024. Both Winton and Klopfenstein are scheduled for status conferences regarding sentencing on Aug. 21, 2025.

    Piercey faces a maximum statutory penalty of 20 years in prison and a fine of up to $250,000 or twice the gross gain or loss, whichever is greater, for each wire fraud and mail fraud count; 20 years in prison and a fine of up to $250,000 for each witness tampering count; and 20 years in prison and a fine of up to $500,000 or twice the value of the property involved, whichever is greater, for each money laundering count. The actual sentence, however, will be determined at the discretion of the court after consideration of any applicable statutory factors and the Federal Sentencing Guidelines, which take into account a number of variables.

    MIL Security OSI –

  • MIL-OSI United Kingdom: Taskforce launched to enhance police response to people smuggling

    Source: United Kingdom – Executive Government & Departments

    News story

    Taskforce launched to enhance police response to people smuggling

    A new dedicated taskforce has been launched to transform the way in which the police respond to organised immigration crime gangs operating from the UK.

    Deputy Chief Constable Wendy Gunney

    A new dedicated taskforce has been launched to transform the way in which the police respond to organised immigration crime gangs operating from the UK, facilitating people-smuggling across the Channel.   

    The Organised Immigration Crime Domestic Taskforce will be led by Deputy Chief Constable, Wendy Gunney, who is the National Lead for Serious Organised Crime at the National Police Chiefs’ Council (NPCC).  

    Wendy will be supported by a full-time, dedicated assistant chief constable, and will report progress on a regular basis to the Border Security Commander, Martin Hewitt, and the Home Secretary, Yvette Cooper.  

    The taskforce will be responsible for delivering progress on recent recommendations made by His Majesty’s Inspectorate of Constabulary and Fire & Rescue Services (HMICFRS), following an inspection of the approach to tackling organised immigration crime across the UK.  

    The inspection, commissioned in January 2024 by the then Home Secretary, looked at police force performance in relation to organised immigration crime between January 2024 and July 2024. It found that while progress has been made, more must be done, with HMICFRS setting out 10 key recommendations, including the need for more effective action against smuggling gangs based in the UK.  

    This new approach will ensure all police forces work alongside the National Crime Agency, Immigration Enforcement and Border Force to treat this crime type as a priority. 

    In practice, this will mean better information-sharing and more co-ordinated tasking, ensuring UK policing is able to use every tool at its disposal to prevent organised criminal networks from undermining UK immigration law, and working to identify and dismantle any smuggling gangs operating from a UK base.    

    Home Secretary, Yvette Cooper, said:  

    This new specialist taskforce directly responds to recommendations made by His Majesty’s Inspectorate of Constabulary and Fire & Rescue Services and marks a significant step in our Plan for Change to secure Britain’s borders. By bringing together expertise under Deputy Chief Constable Wendy Gunney’s leadership and working closely with Martin Hewitt, we are ensuring a co-ordinated, nationwide approach that will put this vital issue at the forefront of policing priorities.

    This taskforce reflects our commitment to giving law enforcement the tools they need to dismantle criminal networks that undermine our immigration system and put lives at risk. Police forces and regional organised crime units across the UK need to rapidly gear up the response to organised immigration crime, and smuggling and trafficking gangs.  Already we have set up the Border Security Command, and the National Crime Agency has substantially increased its operations and intelligence gathering work with other countries.

    These gangs undermine border security and put lives at risk. We need every possible tool to stop them and put dangerous criminals behind bars.

    Deputy Chief Constable, Wendy Gunney, said:   

    The Organised Immigration Crime Domestic Taskforce will enable our well-established partnerships with other law enforcement agencies to create a multi-agency, national response in tackling organised immigration crime.  

    The taskforce will build on existing work driven by the NPCC’s modern slavery and organised immigration crime programme, which supports local force operational activity and intelligence collection linked to the wider organised immigration crime threat.  

    By working this way, we will accelerate intelligence and information sharing, ensuring organised immigration crime is disrupted robustly and effectively.

    Border Security Commander, Martin Hewitt, said:  

    Wendy’s wealth of experience and knowledge on serious and organised crime is a vital asset in our fight to tackle border security threats, and I am delighted she has agreed to lead this taskforce.   

    This is a key part of my whole-system approach to securing our borders, because it puts tackling immigration crime at the forefront of policing priorities.   

    Police forces across the UK are already very committed to this issue, and while immigration-related arrests and charges have increased, we know there is more to do. So, this is about optimising that collective effort to deliver a properly functioning immigration system, and a safe and secure border.

    This latest step comes as Prime Minister Keir Starmer continues his visit in Tirana today, to step up co-operation on migration and expand successful joint initiatives with Albania to more countries in the region.   

    It also follows the Prime Minister unveiling of the government’s immigration white paper earlier this week, a comprehensive plan that will bring net migration to the UK down significantly, and restore fairness in our immigration system.

    Updates to this page

    Published 15 May 2025

    MIL OSI United Kingdom –

  • MIL-OSI Security: Former Suffolk County Jail Officer Pleads Guilty to Wire Fraud Charges

    Source: Office of United States Attorneys

    BOSTON – A Quincy man pleaded guilty today in federal court in Boston to a scheme whereby he falsely claimed to sell repossessed vehicles as a law enforcement officer. Defendant claimed to be a Boston Police Detective, Massachusetts State Police Trooper and County Sheriff.

    Recardo S. Beale, 34, of Quincy, pleaded guilty to three counts of wire fraud. U.S. District Court Judge Myong J. Joun scheduled sentencing for Aug. 26, 2025. Beale was charged in March 2025.

    According to charging documents, Beale was an Officer for the Suffolk County Sheriff’s Department from approximately April 2021 to November 2021. Between approximately October 2023 and February 2024, Beale claimed to three individuals that as a law enforcement officer, he had access to repossessed vehicles that he could sell at a low price.

    At various times, Beale identified himself to these individuals as a Sheriff, a Boston Police Detective and/or a Massachusetts State Police Trooper. Beale did not, in fact, hold any of these positions when he made such representations. In reliance on Beale’s false representations, the individuals gave tens of thousands of dollars to Beale for the purported repossessed vehicles. Among the vehicles that Beale falsely promised to sell were a BMW, an Audi and a Mercedes. Beale never delivered any such vehicles as Beale did not have any such repossessed vehicles available for sale. On separate occasions, Beale met with two separate individuals at the Suffolk County House of Correction purportedly to show them repossessed vehicles. During one such meeting on Nov. 17, 2023, Beale met with an individual inside the House of Correction. Surveillance video showed Beale wearing a Suffolk County Correction Officer Academy hoodie, blue tactical pants like those worn by jail guards and black boots also similar to those worn by jail guards. Beale did not show any vehicles to the individual on Nov. 17, 2023, claiming that his superior, was also involved in the sale, and not available.  

    The charge of wire fraud provides for a sentence of up to 20 years in prison, three years of supervised release and a fine of up to $250,000. Sentences are imposed by a federal district court judge based upon the U.S. Sentencing Guidelines and statutes which govern the determination of a sentence in a criminal case.

    United States Attorney Leah B. Foley; Ketty Larco-Ward, Inspector in Charge of the United States Postal Inspection Service’s Boston Office; and Kim Milka, Acting Special Agent in Charge of the Federal Bureau of Investigation Boston Division made the announcement today. Assistant U.S. Attorney Caroline Merck of the Springfield Branch Office and John Mulcahy of the Public Corruption & Special Prosecutions Unit are prosecuting the case.   
     

    MIL Security OSI –

  • MIL-OSI United Kingdom: PM: The world has paid the price for Putin’s aggression. He must now pay for avoiding peace.

    Source: United Kingdom – Executive Government & Departments

    Press release

    PM: The world has paid the price for Putin’s aggression. He must now pay for avoiding peace.

    Piling the pressure on the Kremlin will be the focus of discussions at the European Political Community [EPC] today, after Putin dodged US arranged peace talks in Istanbul yesterday [Thursday].

    • Prime Minister to convene leaders at EPC to drive forward response to Putin’s stalling tactics

    • Russian energy expected to be central target in widespread sanctions action in the coming weeks if Russia does not agree a ceasefire

    • Comes as around 40 leaders meet at the European Political Community summit in Tirana today

    Piling the pressure on the Kremlin will be the focus of discussions at the European Political Community [EPC] today, after Putin dodged US arranged peace talks in Istanbul yesterday [Thursday].

    More than 40 leaders will attend the Tirana summit today, discussing shared challenges facing the continent and the threat to global stability and security posed by Putin.

    It comes after President Zelenskyy underscored Ukraine’s position as the party of peace and travelled to Turkey in good faith this week, in preparation for peace talks with Russia.

    But Putin failed to attend.

    Leaders are expected to reiterate calls for a full and unconditional ceasefire today and demand Russia prove that they are serious about bringing its invasion to an end. For more than two months, Russia has failed to substantively respond to the US’ calls for a full, unconditional 30-day ceasefire and genuine peace talks.

    Work has already begun on what further sanctions can be implemented to degrade Russia’s ability to prolong the war if Russia does not agree to a ceasefire.  Today, leaders are expected to progress the conversations held in Kyiv at the weekend about sanctions, with a focus on Russian energy revenues.

    Prime Minister Keir Starmer said:

    People in Ukraine and across the world have paid the price for Putin’s aggression in Ukraine and across Europe, now he must pay the price for avoiding peace.

    Putin’s tactics to dither and delay, while continuing to kill and cause bloodshed across Ukraine, is intolerable.

    For the past three years, Ukraine has been fighting for peace and security, while Russia has sent thousands of young men and women to their deaths and compromised global stability.

    Alongside the US and more than 30 other partners, we have been clear that we will not stand for Russia kicking a ceasefire down the road.

    A full, unconditional ceasefire must be agreed and if Russia is unwilling to come to the negotiating table, Putin must pay the price.

    During the summit, the Prime Minister is expected to lead a security roundtable with the Prime Minister of Sweden, Ulf Kristersson, as well as discussing with key partners including France, Germany, Italy, Poland and Ukraine latest efforts with the US to secure peace and an end of the bloodbath in Ukraine. It comes as Putin repeatedly ignored requests for peace talks in Istanbul this week.

    The Kremlin’s biggest source of tax revenue is oil exports, and with forecasts cut by almost a quarter because of Western sanctions and compounding slowing global growth prices, further measures are likely to cause significant pain. Oil and gas tax revenues were already a third lower in dollar terms 2024 than in 2022, the first year of the war; and they are already down by almost 20% year-on-year in February and March.

    The Prime Minister is clear that supporting Ukraine, and degrading Russia’s economy and ability to prolong the war as they wreak havoc across Europe, is vital to protecting national and Euro-Atlantic security, and delivering on the Government’s Plan for Change.

    Russian aggression is plain for all to see. Just this week the Polish Prime Minister Donald Tusk revealed that the Russia Secret Service was behind a major blaze at a Polish shopping centre, while in a landmark decision, the International Civil Aviation Organisation ruled that the Russian Federation was behind the downing of Malaysian Airlines Flight MH17 in July 2014, killing 298 people, including 10 UK citizens.

    Last week, the Prime Minister announced the UK’s largest ever package of sanctions on Russia’s Shadow Fleet. The sanctions will apply further pressure on the Russian economy, which is stalling as Putin’s national wealth fund starts to run out, the non-defence sector is in recession and global oil prices are falling.

    Russia’s defence and security spending is now 40% of all federal spending and 8% GDP – a post-1990 high and double the size of federal social services spending.

    Updates to this page

    Published 15 May 2025

    MIL OSI United Kingdom –

  • MIL-OSI Security: Texas woman sent to federal prison for transporting drugs into the United States

    Source: Office of United States Attorneys

    LAREDO, Texas – A 29-year-old San Antonio resident has been sentenced for the attempted importation of methamphetamine, announced U.S. Attorney Nicholas J. Ganjei.

    Shania Nichele Ellis pleaded guilty Dec. 18, 2024.

    U.S. District Judge John A. Kazen has now ordered Ellis to serve 97 months in federal prison to be immediately followed by five years of supervised release. At the hearing, the court heard additional testimony that detailed how Ellis knew she was going to Mexico to move narcotics for money. In handing down the sentence, the court noted Ellis made a terrible decision.

    On Aug. 25, 2024, Ellis drove from Mexico to the Gateway to the Americas International Bridge 1 in Laredo and entered the trusted traveler lane. Authorities subsequently referred her to secondary inspection after learning she was not enrolled in that program.

    There, they discovered a small access door on the rear liftgate which revealed several bundles of narcotics. A K9 also alerted to the vehicle’s doors where more bundles were hidden inside the panels.

    Law enforcement ultimately found a total of 44 bundles of methamphetamine, weighing 24.407 kilograms with a 97% purity level as well as two bundles of cocaine weighing 655.6 grams and one bundle of black heroin weighing 494.5 grams.

    The investigation revealed that a friend had attempted to recruit her via social media to transport the narcotics from Mexico to the United States. While visiting that friend in Monterrey, Mexico, her car went missing. It was returned the following day when she was told to leave.

    As part of her plea, she admitted she conspired with at least one other person to import narcotics across the border from Mexico into the United States.

    She has been and will remain in custody pending transfer to a Federal Bureau of Prisons facility to be determined in the near future.

    Immigration and Customs Enforcement – Homeland Security Investigations and Customs and Border Protection conducted the investigation. Assistant U.S. Attorney Andrew P. Hakala-Finch prosecuted the case.

    MIL Security OSI –

  • MIL-OSI: SUNation Energy Announces 2025 First Quarter Results and Introduces Financial Guidance for 2025

    Source: GlobeNewswire (MIL-OSI)

    Substantial Progress in Reducing Debt, Lowering Costs, Enhancing Cash Flow
    Strong Commercial Project Backlog

    RONKONKOMA, N.Y., May 15, 2025 (GLOBE NEWSWIRE) — SUNation Energy, Inc. (Nasdaq: SUNE) (the “Company”), a leading provider of sustainable solar energy and backup power to households, businesses, municipalities, and for servicing existing systems, today announced financial results for the first quarter ended March 31, 2025 (“Q1 2025”). The information in this Press Release is not complete and should be carefully read in conjunction with our most recent Form 10-Q quarterly report for the financial quarter ended March 31, 2025, including the subsequent events and risk factor updated therein, as well as our other SEC reports.

    “Our results for Q1 2025 reflect the initial successes associated with our corporate transformation activities, most notably in the areas of cost containment, operating efficiencies, improved cash position, and debt reduction,” said Scott Maskin, Chief Executive Officer.

    “We see gathering strength in our end markets and are pleased with the performance of our two primary business segments – SUNation, which serves Long Island and the surrounding region, and Hawaii Energy Connection (“HEC”). SUNation’s Commercial backlog as of March 31, 2025 rose more than 30% compared to the same period last year, thanks to a variety of projects currently in various stages of development with our institutional partners. While our New York Residential business experienced typical seasonal headwinds in Q1 2025 due largely to especially poor weather in February, we are addressing pent up demand from Residential consumers. This has resulted in a stronger than usual Springtime push, with both contract and install activity rivaling the growth we saw during the post Inflation Reduction Act boom-period prior to the rise in interest and financing rates. We expect improved results in Q2 2025 compared to Q1 2025 as consumers look to lock in pricing prior to any potential increases related to tariffs and in advance of any changes to federal solar tax incentives that may occur as this issue gets debated in Congress. Based on 20 years of experience dealing with dynamic federal incentives, and now tariffs, I do believe that we are well-positioned to capitalize on this growing sense of urgency among consumers to begin to realize the benefits of solar.

    He continued, “We are also exploring opportunities to expand our Service and Maintenance business in the New York metro region to support thousands of homeowners whose systems have been orphaned by solar providers that are no longer in business. This presents a meaningful opportunity to broaden our customer base, support the continuing use of solar, and potentially benefit from historically high margin service revenues. Our Residential business in Hawaii, a more mature market, is expected to rebound from a sluggish 2024 due to solar and battery incentives that took effect in May 2025 thanks to recent action by the State of Hawaii’s Public Utilities Commission.”

    James Brennan, SUNation’s Chief Financial Officer, said, “The restructuring and debt reduction initiatives we have implemented over the last several quarters have simplified and strengthened our capital structure, significantly reduced monthly cash burn, enhanced cash flows, and stabilized our financial profile. Q1 2025 selling, general and administrative (“SG&A”) expenses declined by 9% from the first quarter of 2024 and interest expense decreased by 25%. We improved our cash position and lowered our debt by more than 50% from December 31, 2024.”

    Mr. Maskin concluded, “Although our business and industry are still recovering from a difficult period, we remain optimistic about 2025 and the long-term promise of solar energy. We have created a solid financial and operating platform, have maintained a sterling reputation among customers, and our team members are among the best in our industry. We are pursuing a variety of organic and acquisition-based initiatives that can expand our market reach, add scale to our business, and evolve our model into a one-stop shop for solar and storage related needs. For these reasons and more, we have the confidence to provide annual guidance for 2025.”

    Q1 2025 Financial Results Overview
    Comparisons are to the first quarter ended March 31, 2024 (“Q1 2024”) unless otherwise noted

    • Consolidated revenue declined by 4% to $12.6 million from $13.2 million. At SUNation, Commercial revenue rose 28%, which offset a 3% decline in Residential revenue due largely to seasonality, as well as lower Service revenue. At HEC, revenue declined by 11% to $3.1 million, which the Company believes is due largely to a lack of solar and battery incentives available in Q1 2025; these incentives once again became available May 15, 2025.
    • Gross profit was $4.4 million, or 35.1%, compared to gross profit of $4.8 million, or 36.4%, due primarily to lower total revenues.
    • SG&A expenses declined by 9% to $6.0 million from $6.6 million, the result of cost optimization and efficiency measures implemented in 2024.
    • Total operating expenses decreased by 5.6% to $6.6 million from $7.0 million.
    • Interest expense declined 25% to $0.6 million from $0.8 million, reflecting management’s commitment to the repayment and retirement of outstanding debt.
    • Net loss was $(3.5) million compared to net income of $1.2 million. Net income in Q1 2024 included $3.4 million of other income while net loss in Q1 2025 included other expenses of $(1.3) million.
    • Adjusted EBITDA was stable at $(1.5) million.

    Financial Condition March 31, 2025

    • Cash and cash equivalents rose to $1.4 million from $0.8 million at December 31, 2024, and restricted cash was stable at $0.3 million when compared to December 31, 2024.
    • Total debt, which includes earnout consideration of $2.1 million, declined 51% to $9.2 million from total debt of $19.1 million at December 31, 2024.
    • Accounts payable decreased by $1.5 million from December 31, 2024
    • Current liabilities decreased by $6.9 million from December 31, 2024
    • Long-term liabilities decreased by $0.7 million from December 31, 2024
    • Stockholders’ equity increased by $6.3 million from December 31, 2024

    Recent Financial Developments

    • Secured a total of $20 million in aggregate gross proceeds via a securities purchase agreement with certain institutional investors.
    • Eliminated $12.6 million of secured debt and other long-term contractual obligations that removed an average annual cash drain of approximately $3.4 million through 2027, which includes lowering annual interest expense for 2025 by an estimated $1.4 million.
    • Reduced 2025 SG&A spending by an estimated $2.0 million.
    • Paid in full a $2.5 million earn out payment associated with the November 2022 acquisition of SUNation Solar Systems, Inc. and five of its affiliated entities.
    • Restructured $5.5 million of long-term debt.
    • Entered into a new $1.0 million line of credit agreement with MBB Energy, LLC, which was unused as of May 15, 2025.
    • Signed separate Letters of Intent with Energy Systems Group, an award-winning energy services company, for the deployment of over 2.35 MWs of solar power at two school districts on Long Island.

    2025 FINANCIAL GUIDANCE

    Based on results for the first quarter of 2025, progress associated with our corporate transformation activities, and current business conditions and estimated outlook, the Company is providing the following financial guidance for the year ending December 31, 2025:

    • Total sales of $65 million to $70 million, a projected increase of between 14% and 23% from total sales of $56.9 million in 2024.
    • Adjusted EBITDA of $0.5 million to $0.7 million, an increase from an Adjusted EBITDA loss in 2024.

    Guidance for full year 2025 is based on the Company’s current views, beliefs, estimates and assumptions. It does not include any potential impact related to, among numerous other potential events that are largely out of our control, such as current or future tariffs, global disruptions, broader industry dynamics and trade policy changes, which the Company is unable to predict at this time. All financial expectations are forward-looking, and actual results may differ materially from such expectations, as further discussed below under the heading ” Forward-Looking Statements.”

    We are not able to provide a reconciliation of Adjusted EBITDA guidance for full year 2025 to net profit (loss), the most directly comparable GAAP financial measure, because certain items that are excluded from Adjusted EBITDA but included in net profit (loss) cannot be predicted on a forward-looking basis without unreasonable effort or are not within our control.

    Q1 2025 CONFERENCE CALL

    Management will host a conference call on Friday, May 16, 2025 at 9:00 am ET. Interested parties may participate in the call by dialing:

    • Domestic: (800) 715-9871
    • International: (646) 307-1963
    • Passcode: 1430444

    The conference call will also be accessible via the Investor Relations section of the Company’s web site at https://ir.sunation.com/news-events or via this link: https://edge.media-server.com/mmc/p/6k6euqgi

    About SUNation Energy, Inc.

    SUNation Energy, Inc. is focused on growing leading local and regional solar, storage, and energy services companies nationwide. Our vision is to power the energy transition through grass-roots growth of solar electricity paired with battery storage. Our portfolio of brands (SUNation, Hawaii Energy Connection, E-Gear) provide homeowners and businesses of all sizes with an end-to-end product offering spanning solar, battery storage, and grid services. SUNation Energy, Inc.’s largest markets include New York, Florida, and Hawaii, and the company operates in three (3) states.

    Forward Looking Statements 

    Our prospects here at SUNation Energy Inc. are subject to uncertainties and risks. This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. The Company intends that such forward-looking statements be subject to the safe harbor provided by the foregoing Sections. These forward-looking statements are based largely on the expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond the control of management. Therefore, actual results could differ materially from the forward-looking statements contained in this presentation. The Company cannot predict or determine after the fact what factors would cause actual results to differ materially from those indicated by the forward-looking statements or other statements. The reader should consider statements that include the words “believes”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “projects”, “should”, or other expressions that are predictions of or indicate future events or trends, to be uncertain and forward-looking. We caution readers not to place undue reliance upon any such forward-looking statements. The Company does not undertake to publicly update or revise forward-looking statements, whether because of new information, future events or otherwise. Additional information respecting factors that could materially affect the Company and its operations are contained in the Company’s filings with the SEC which can be found on the SEC’s website at www.sec.gov.

               
               
    SUNATION ENERGY, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (Unaudited)
               
    ASSETS
      March 31   December 31
      2025   2024
    CURRENT ASSETS:          
    Cash and cash equivalents $ 1,447,329     $ 839,268  
    Restricted cash and cash equivalents   292,901       312,080  
    Trade accounts receivable, less allowance for          
        credit losses of $215,738 and $240,817, respectively   3,927,676       4,881,094  
    Inventories, net   2,512,552       2,707,643  
    Related party receivables   23,739       23,471  
    Prepaid expenses   1,383,296       1,587,464  
    Costs and estimated earnings in excess of billings   692,821       560,648  
    Other current assets   264,875       198,717  
    TOTAL CURRENT ASSETS   10,545,189       11,110,385  
    PROPERTY, PLANT AND EQUIPMENT, net   1,164,610       1,238,898  
    OTHER ASSETS:          
    Goodwill   17,443,869       17,443,869  
    Operating lease right of use asset   3,600,546       3,686,747  
    Intangible assets, net   11,661,458       12,220,833  
    Other assets, net   12,000       12,000  
    TOTAL OTHER ASSETS   32,717,873       33,363,449  
    TOTAL ASSETS $ 44,427,672     $ 45,712,732  
    LIABILITIES AND STOCKHOLDERS’ EQUITY
    CURRENT LIABILITIES:          
    Accounts payable $ 6,514,331     $ 8,032,769  
    Accrued compensation and benefits   817,585       796,815  
    Operating lease liability   329,793       321,860  
    Accrued warranty   183,375       350,013  
    Other accrued liabilities   1,375,025       1,055,995  
    Accrued loss contingencies   342,216       1,300,000  
    Income taxes payable   19,686       5,071  
    Refundable customer deposits   1,426,398       1,870,173  
    Billings in excess of costs and estimated earnings   298,173       444,310  
    Contingent value rights   292,901       312,080  
    Earnout consideration   2,110,896       2,500,000  
    Contingent forward contract   5,406,033       —  
    Current portion of loans payable   351,249       3,139,113  
    Current portion of loans payable – related party   806,154       6,951,563  
    Embedded derivative liability   —       82,281  
    TOTAL CURRENT LIABILITIES   20,273,815       27,162,043  
    LONG-TERM LIABILITIES:          
    Loans payable and related interest   1,248,397       6,531,650  
    Loans payable and related interest – related party   4,712,780       —  
    Operating lease liability   3,385,783       3,471,623  
    TOTAL LONG-TERM LIABILITIES   9,346,960       10,003,273  
    COMMITMENTS AND CONTINGENCIES (Note 6)          
    STOCKHOLDERS’ EQUITY          
    Series A Convertible preferred stock, par value $1.00 per share;
         3,000,000 shares authorized; no shares issued and outstanding, respectively    		   —       —  
    Series D preferred stock, par value $1.00 per share;
         3,000,000 shares authorized; 1 and no shares issued and outstanding, respectively    		   1       —  
    Common stock, par value $0.05 per share; 125,000 shares authorized;          
        81,391 and 9,343 shares issued and outstanding, respectively(1)   4,070       467  
    Additional paid-in capital(1)   61,198,304       51,445,995  
    Accumulated deficit   (46,395,478 )     (42,899,046 )
    TOTAL STOCKHOLDERS’ EQUITY   14,806,897       8,547,416  
    TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 44,427,672     $ 45,712,732  
               
    (1) Prior period results have been adjusted to reflect the reverse stock split of the common stock at a ratio of 1-for-200 that became effective April 21, 2025, the reverse stock split of the common stock at a ratio of 1-for-50 that became effective October 17, 2024 and the reverse stock split of the common stock at a ratio of 1-for-15 that became effective June 12, 2024. See Note 1, “Nature of Operations,” for further details.
     
                 
                 
    SUNATION ENERGY, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)
                 
      Three Months Ended March 31  
      2025   2024  
    Sales $ 12,636,638     $ 13,219,197    
    Cost of sales   8,205,313       8,413,749    
    Gross profit   4,431,325       4,805,448    
    Operating expenses:            
    Selling, general and administrative expenses   6,039,298       6,629,027    
    Amortization expense   559,375       709,375    
    Fair value remeasurement of SUNation earnout consideration   —       (350,000 )  
    Total operating expenses   6,598,673       6,988,402    
    Operating loss   (2,167,348 )     (2,182,954 )  
    Other (expense) income:            
    Investment and other income   48,165       45,841    
    Gain on sale of assets   —       6,118    
    Fair value remeasurement of warrant liability   —       3,728,593    
    Fair value remeasurement of contingent forward contract   109,492       —    
    Fair value remeasurement of contingent value rights   19,179       376,085    
    Financing fees   (576,594 )     —    
    Interest expense   (571,240 )     (764,870 )  
    Loss on debt extinguishment   (343,471 )     —    
    Other (expense) income, net   (1,314,469 )     3,391,767    
    Net (loss) income before income taxes   (3,481,817 )     1,208,813    
    Income tax expense   14,615       6,162    
    Net (loss) income   (3,496,432 )     1,202,651    
                 
    Deemed dividend on extinguishment of Convertible Preferred Stock   —       (751,125 )  
    Deemed dividend on modification of PIPE Warrants   —       (10,571,514 )  
    Net loss attributable to common shareholders $ (3,496,432 )   $ (10,119,988 )  
                 
                 
    Basic net loss per share(1) $ (106.71 )   $ (38,414.84 )  
    Diluted net loss per share(1) $ (106.71 )   $ (38,414.84 )  
                 
    Weighted Average Basic Shares Outstanding(1)   32,766       263    
    Weighted Average Dilutive Shares Outstanding(1)   32,766       263    
                 
    (1) Prior period results have been adjusted to reflect the reverse stock split of the common stock at a ratio of 1-for-200 that became effective April 21, 2025, the reverse stock split of the common stock at a ratio of 1-for-50 that became effective October 17, 2024 and the reverse stock split of the common stock at a ratio of 1-for-15 that became effective June 12, 2024. See Note 1, “Nature of Operations,” for further details.
     

    Non-GAAP Financial Measures
    This press release also includes non-GAAP financial measures that differ from financial measures calculated in accordance with United States generally accepted accounting principles (“GAAP”). Adjusted EBITDA is a non-GAAP financial measure provided in this release, and is net (loss) income calculated in accordance with GAAP, adjusted for interest, income taxes, depreciation, amortization, stock compensation, gain on sale of assets, financing fees, loss on debt remeasurement, and non-cash fair value remeasurement adjustments as detailed in the reconciliations presented below in this press release.

    These non-GAAP financial measures are presented because the Company believes they are useful indicators of its operating performance. Management uses these measures principally as measures of the Company’s operating performance and for planning purposes, including the preparation of the Company’s annual operating plan and financial projections. The Company believes these measures are useful to investors as supplemental information and because they are frequently used by analysts, investors, and other interested parties to evaluate companies in its industry. The Company also believes these non-GAAP financial measures are useful to its management and investors as a measure of comparative operating performance from period to period.

    The non-GAAP financial measures presented in this release should not be considered as an alternative to, or superior to, their respective GAAP financial measures, as measures of financial performance or cash flows from operations as a measure of liquidity, or any other performance measure derived in accordance with GAAP, and they should not be construed to imply that the Company’s future results will be unaffected by unusual or non-recurring items. In addition, these measures do not reflect certain cash requirements such as tax payments, debt service requirements, capital expenditures and certain other cash costs that may recur in the future. Adjusted EBITDA contains certain other limitations, including the failure to reflect our cash expenditures, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. In evaluating non-GAAP financial measures, you should be aware that in the future the Company may incur expenses that are the same as or similar to some of the adjustments in this presentation. The Company’s presentation of non-GAAP financial measures should not be construed to imply that its future results will be unaffected by any such adjustments. Management compensates for these limitations by primarily relying on the Company’s GAAP results in addition to using non-GAAP financial measures on a supplemental basis. The Company’s definition of these non-GAAP financial measures is not necessarily comparable to other similarly titled captions of other companies due to different methods of calculation.

       
    SUNATION ENERGY, INC.
    RECONCILIATION OF GAAP NET (LOSS) INCOME TO ADJUSTED EBITDA
       
      Three Months Ended March 31
        2025       2024  
    Net (Loss) Income $ (3,496,432 )   $ 1,202,651  
    Interest expense   571,240       764,870  
    Interest income   (3,162 )     (21,555 )
    Income taxes   14,615       6,162  
    Depreciation   67,940       92,417  
    Amortization   559,375       709,375  
    Stock compensation   30,815       197,306  
    Gain on sale of assets   —       (6,118 )
    FV remeasurement of contingent value rights   (19,179 )     (376,085 )
    FV remeasurement of earnout consideration   —       (350,000 )
    FV remeasurement of warrant liability   —       (3,728,593 )
    FV remeasurement of contingent forward contract   (109,492 )     —  
    Financing fees   576,594       —  
    Loss on debt remeasurement   343,471       —  
    Adjusted EBITDA $ (1,464,215 )   $ (1,509,570 )

    The MIL Network –

  • MIL-OSI: Banzai Reports First Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    Revenue of $3.4 Million for Q1 2025, Representing 213% Growth from Q1 2024

    Gross Profit of $2.8 Million for Q1 2025, Representing 297% Growth from Q1 2024; Gross Margin Expanded to 82.1% in Q1 2025 from 64.7% in Q1 2024

    Q1 2025 Net Loss Improved to ($3.6) Million from ($7.9) Million in Q4 2024, Positioning the Company to Cash Break-Even Operations in FY2025

    Management to Host First Quarter 2025 Results Conference Call Today, Thursday, May 15, 2025 at 5:45 p.m. Eastern Time

    SEATTLE, May 15, 2025 (GLOBE NEWSWIRE) — Banzai International, Inc. (NASDAQ: BNZI) (“Banzai” or the “Company”), a leading marketing technology company that provides essential marketing and sales solutions, today reported financial results for the first quarter ended March 31, 2025.

    First Quarter 2025 and Subsequent Key Financial & Operational Highlights

    • Revenue of $3.4 million for Q1 2025, representing an increase of 213% million over Q1 2024 and a 160% sequential increase.
    • Gross profit of $2.8 million for Q1 2025, representing an increase of 297% over Q1 2024. Gross margin was 82.1% in Q1 2025, compared to 64.7% in Q1 2024.
    • Annual Recurring Revenue (ARR) of $14.9 million for Q1 2025. This represents a 268% annualized ARR growth rate compared to Q4 2024.
    • Q1 2025 Net Loss was ($3.6) million, a $4 million sequential improvement from Q4 2024 Net Loss of ($7.9) million.
    • Q1 2025 Adjusted EBITDA was ($1.7) million, compared to ($1.5) million in Q1 2024.
    • Completed acquisition of Vidello, Ltd. (“Vidello”) on January 31, 2025.
    • Signed a definitive agreement to acquire Act-On Software Inc. (“Act-On”), an enterprise marketing automation platform (MAP) provider, which is projected to increase revenue by $27 million for the twelve-month period ending December 31, 2025, on a pro-forma basis, when completed; acquisition subject to closing conditions.
    • Completed ahead-of-schedule repayment of $20.3 million of outstanding liabilities as of March 31, 2025, pursuant to the $24.8 million debt payoff and restructuring agreements announced on September 24, 2024.
    • Expanded customer base to over 90,000 total customers.

    “In the first quarter, as our Vidello and OpenReel businesses continued to drive revenue momentum, we also focused on shoring up the financial strength of the company,” said Joe Davy, Founder and CEO of Banzai. “Revenue was $3.3 million for the first quarter of 2025, representing a 207% increase from the prior year from continued strong performance for our products. We closed the acquisition of Vidello in February, and progress continued toward closing the acquisition of Act-On Software, which is projected to increase revenue by $27 million for the full year 2025 on a pro-forma basis when completed, which remains subject to the satisfaction or waiver of closing conditions and therefore there is no guarantee it will be completed or provide such revenue.

    “For the first quarter, we achieved a 268% annualized Annual Recurring Revenue growth rate. Growth was driven by our focus on mid-market and enterprise customers, and on the Reach product through re-engineering and expanded sales efforts. In total, we now serve over 90,000 customers.

    “We made significant improvements to our balance sheet and cost structure, which we believe will position us for sustainable profitability in the future. With the investment in our Vidello acquisition, we further improved our financial position and flexibility with a $5.1 million year over year improvement in stockholders’ equity to a positive $2.4 million as of March 31, 2025. We also implemented a strategic initiative that we expect will enable us to significantly improve net income, substantially extend our cash runway, and invest in growth. We are making significant progress toward these goals and overall improvement in net income is expected to be approximately $13.5 million annually when fully implemented, while maintaining our growth outlook.

    “In the first quarter Banzai secured expanded agreements with several prominent enterprises including RBC Capital Markets for our OpenReel solution, further cementing OpenReels position as a leading digital video creation platform for enterprise marketing teams. These agreements further validate our expansion strategy in the enterprise and mid-market. We are seeing solid traction in the financial sector, where the OpenReel Creator tool gives global financial firms the ability to offer standardized branded video with personalization at scale for their wealth managers, partners, and other stakeholders.

    “To better serve our customers, we have continued to invest in our products and growth initiatives. We launched CreateStudio 4.0, with major A.I. enhancements for video creation including new A.I. builders, hook generators and assistant, and improved audio visualizer, call-to-action, and UI improvements.

    “Looking ahead, our acquisitions have allowed us to build an integrated platform of AI-powered MarTech solutions that is driving strong growth with its marketing results. We are focused on adding innovative new products and capabilities that will provide compelling solutions for our clients and further our market reach. As we continue to invest in our software platform, sales and marketing, product development, acquisition strategy and other organic growth initiatives, we are managing costs efficiently. We are also continuing to strengthen our capital structure and balance sheet, to deliver a material benefit to both net income and shareholders’ equity. We look forward to additional updates on our anticipated milestones in the weeks and months to come,” concluded Davy.

    First Quarter 2025 Financial Results

    Banzai believes its non-GAAP financial measure ARR is more meaningful in evaluating its performance. The Company’s management team evaluates its financial and operating results utilizing this non-GAAP measure. For the three months ended March 31, 2025, ARR increased to $14.9 million, representing a 268% annualized ARR growth rate.

    Total revenue for the three months ended March 31, 2025, was $3.4 million, a sequential increase of 160% from the three months ended December 31, 2024, and an increase of 213% compared to the prior year quarter.

    Total cost of revenue for the three months ended March 31, 2025 was $0.6 million, compared to $0.4 million in the prior year quarter, an increase of 59%. The increase was proportional to the revenue for the corresponding period.

    Gross profit for the three months ended March 31, 2025, was $2.8 million, compared to $0.7 million in the prior year quarter. Gross margin was 82.1% in the first quarter of 2025, compared to 64.7% in the first quarter of 2024.

    Total operating expenses for the three months ended March 31, 2025, were $7.7 million, compared to $4.1 million in the prior year quarter. The increase in operating expenses were primarily due to the additions of OpenReel and Vidello and overall operating expenses.

    Net loss for the three months ended March 31, 2025, was $3.6 million, compared to $4.3 million in the prior year quarter.

    Adjusted EBITDA for the three months ended March 31, 2025, was ($1.7) million, compared to Adjusted EBITDA of ($1.5) million for the prior year quarter. This period-over-period decrease is primarily attributable to increased gain on extinguishments of liabilities offset by loss on issuance of term notes and increased transaction related expenses.

    Net cash used in operating activities for the three months ended March 31, 2025, was $5.0 million, compared to $2.1 million for the three months ended March 31, 2024.

    Cash totaled $0.8 million as of March 31, 2025, compared to $1.1 million as of December 31, 2024.

    Annual Recurring Revenue (“ARR”) refers to annual run-rate revenue of subscription agreements from all customers in the last month of the measured period. These statements are forward-looking and actual ARR may differ materially. Refer to the “Forward-Looking Statements” section below for information on the factors that could cause Banzai’s actual ARR to differ materially from these forward-looking statements.

    First Quarter 2025 Results Conference Call

    Banzai Founder & CEO Joe Davy and Interim CFO Alvin Yip will host the conference call, followed by a question-and-answer session. The conference call will be accompanied by a presentation, which can be viewed during the webcast or accessed via the investor relations section of the Company’s website here.

    To access the call, please use the following information:

    A replay of the webcast and the presentation utilized during the call will be available in the Company’s investor relations section here.

    Note About Non-GAAP Financial Measures

    Adjusted EBITDA

    In addition to our results determined in accordance with U.S. GAAP, we believe that Adjusted EBITDA, a non-GAAP measure as defined below, is useful in evaluating our operational performance distinct and apart from certain irregular, non-cash, and non-operational expenses. We use this information for ongoing evaluation of operations and for internal planning purposes. We believe that non- GAAP financial information, when taken collectively with results under GAAP, may be helpful to investors in assessing our operating performance and comparing our performance with competitors and other comparable companies.

    Non-GAAP measures should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We endeavor to compensate for the limitation of Adjusted EBITDA, by also providing the most directly comparable GAAP measure, which is net loss, and a description of the reconciling items and adjustments to derive the non-GAAP measure.

    Adjusted EBITDA should only be considered alongside results prepared in accordance with GAAP, including various cash-flow metrics, net income (loss) and our other GAAP results and financial performance measures.

    Net Income/(Loss) to Adjusted EBITDA Reconciliation
     
        Three
    Months
    Ended
    March 31,    		     Three
    Months
    Ended
    March 31,    		     Period-
    over-    		     Period-
    over-    		  
    ($ in Thousands)   2025     2024     Period $     Period %  
    Net loss   $ (3,644 )   $ (4,291 )   $ 647       -15.1 %
    Depreciation expense     247       2       245       12250.0 %
    Stock based compensation     337       43       294       685.9 %
    Interest expense     —       451       (451 )     -100.0 %
    Interest expense – related party     358       578       (220 )     -38.1 %
    Income tax expense     74       (1 )     75       -7500.0 %
    GEM commitment fee expense     –       200       (200 )     -100.0 %
    Gain on extinguishment of liabilities     (4,343 )     (528 )     (3,815 )     722.5 %
    Loss on debt issuance     274       171       103       60.2 %
    Loss on issuance of term notes     1,770       —       1,770     nm  
    Change in fair value of warrant liability     (4 )     (408 )     404       -99.0 %
    Change in fair value of warrant liability – related party     2       (115 )     117       -101.7 %
    Change in fair value of bifurcated embedded derivative liabilities – related party     43       –       43     nm  
    Change in fair value of convertible notes     159       544       (385 )     -70.8 %
    Change in fair value of term notes     166       —       166     nm  
    Change in fair value of convertible bridge notes     (22 )     —       (22 )   nm  
    Loss on yorkville sepa advances     385       —       385     nm  
    Other expense, net     (125 )     (4 )     (121 )     3025.0 %
    Transaction related expenses*     2,582       1,842       740       40.2 %
    Adjusted EBITDA (Loss)   $ (1,742 )   $ (1,512 )   $ (230 )     15.2 %


    About Banzai

    Banzai is a marketing technology company that provides AI-enabled marketing and sales solutions for businesses of all sizes. On a mission to help their customers grow, Banzai enables companies of all sizes to target, engage, and measure both new and existing customers more effectively. Customers who use Banzai’s product suite include Autodesk, Dell Technologies, New York Life, Thermo Fisher Scientific, Thinkific, and ActiveCampaign, among thousands of others. Learn more at www.banzai.io. For investors, please visit https://ir.banzai.io.

    Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often use words such as “believe,” “may,” “will,” “estimate,” “target,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “propose,” “plan,” “project,” “forecast,” “predict,” “potential,” “seek,” “future,” “outlook,” and similar variations and expressions. Forward-looking statements are those that do not relate strictly to historical or current facts. Examples of forward-looking statements may include, among others, statements regarding Banzai International, Inc.’s (the “Company’s”): future financial, business and operating performance and goals; annualized recurring revenue and customer retention; ongoing, future or ability to maintain or improve its financial position, cash flows, and liquidity and its expected financial needs; potential financing and ability to obtain financing; acquisition strategy and proposed acquisitions and, if completed, their potential success and financial contributions; strategy and strategic goals, including being able to capitalize on opportunities; expectations relating to the Company’s industry, outlook and market trends; total addressable market and serviceable addressable market and related projections; plans, strategies and expectations for retaining existing or acquiring new customers, increasing revenue and executing growth initiatives; and product areas of focus and additional products that may be sold in the future. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity and development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements. Therefore, investors should not rely on any of these forward-looking statements. Factors that may cause actual results to differ materially include changes in the markets in which the Company operates, customer demand, the financial markets, economic, business and regulatory and other factors, such as the Company’s ability to execute on its strategy. More detailed information about risk factors can be found in the Company’s Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q under the heading “Risk Factors,” and in other reports filed by the Company, including reports on Form 8-K. The Company does not undertake any duty to update forward-looking statements after the date of this press release.

    Investor Relations
    Chris Tyson
    Executive Vice President
    MZ Group – MZ North America
    949-491-8235
    BNZI@mzgroup.us
    www.mzgroup.us

    Media
    Nancy Norton
    Chief Legal Officer, Banzai
    media@banzai.io

    BANZAI INTERNATIONAL, INC.
    Consolidated Balance Sheets
     
        March 31, 2025     December 31, 2024  
        (Unaudited)        
    ASSETS            
    Current assets:            
    Cash   $ 780,764     $ 1,087,497  
    Accounts receivable, net of allowance for credit losses of $14,503 and $24,210, respectively     1,028,379       936,321  
    Prepaid expenses and other current assets     831,394       643,674  
    Total current assets     2,640,537       2,667,492  
                 
    Property and equipment, net     10,889       3,539  
    Intangible assets, net     8,936,187       3,883,853  
    Goodwill     21,991,721       18,972,475  
    Operating lease right-of-use assets     66,896       72,565  
    Bifurcated embedded derivative asset – related party     20,000       63,000  
    Other assets     13,984       11,154  
    Total assets     33,680,214       25,674,078  
                 
    LIABILITIES AND STOCKHOLDERS’ DEFICIT            
    Current liabilities:            
    Accounts payable     2,830,450       7,782,746  
    Accrued expenses and other current liabilities     4,030,965       3,891,018  
    Convertible notes (Yorkville)     1,684,000       —  
    Convertible notes – related party     8,104,901       8,639,701  
    Convertible notes     —       215,057  
    Notes payable, carried at fair value     5,949,001       3,575,000  
    Warrant liability     11,000       15,000  
    Warrant liability – related party     4,600       2,300  
    Earnout liability     2,046,370       14,850  
    Due to related party     167,118       167,118  
    Deferred revenue     4,419,195       3,934,627  
    Operating lease liabilities, current     23,485       22,731  
    Total current liabilities     29,271,085       28,260,148  
                 
    Deferred revenue, non-current     111,161       117,643  
    Deferred tax liability     1,309,333       10,115  
    Operating lease liabilities, non-current     43,765       49,974  
    Total liabilities     30,735,344       28,437,880  
                 
    Commitments and contingencies (Note 15)            
                 
    Stockholders’ equity (deficit):            
    Common stock, $0.0001 par value, 275,000,000 (250,000,000 Class A and 25,000,000 Class B) shares authorized and 14,686,775 (12,375,641 Class A and 2,311,134 Class B) and 8,195,163 (5,884,029 Class A and 2,311,134 Class B) issued and outstanding at March 31, 2025 and December 31, 2024, respectively     1,450       800  
    Preferred stock, $0.0001 par value, 75,000,000 shares authorized, 1 and 1 shares issued and outstanding at March 31, 2025 and December 31, 2024     —       —  
    Additional paid-in capital     84,866,612       75,515,111  
    Accumulated deficit     (81,923,192 )     (78,279,713 )
    Stockholders’ equity (deficit)     2,944,870       (2,763,802 )
    Total liabilities and stockholders’ equity (deficit)   $ 33,680,214     $ 25,674,078  
    BANZAI INTERNATIONAL, INC.
    Unaudited Condensed Consolidated Statements of Operations
     
        For the Three Months Ended March 31,  
        2025     2024  
                 
    Revenue   $ 3,379,083     $ 1,079,472  
    Cost of revenue     605,999       381,380  
    Gross profit     2,773,084       698,092  
                 
    Operating expenses:            
    General and administrative expenses     7,433,088       4,098,789  
    Depreciation and amortization expense     246,691       1,564  
    Total operating expenses     7,679,779       4,100,353  
                 
    Operating loss     (4,906,695 )     (3,402,261 )
                 
    Other expenses (income):            
    GEM settlement fee expense     —       200,000  
    Interest income     (2 )     (10 )
    Interest expense     —       451,399  
    Interest expense – related party     358,381       577,513  
    Gain on extinguishment of liabilities     (4,343,406 )     (527,980 )
    Loss on debt issuance     273,800       171,000  
    Loss on extinguishment of term notes     1,769,895       —  
    Change in fair value of warrant liability     (4,000 )     (408,000 )
    Change in fair value of warrant liability – related party     2,300       (115,000 )
    Change in fair value of bifurcated embedded derivative assets – related party     43,000       —  
    Change in fair value of convertible notes     159,100       544,000  
    Change in fair value of term notes     165,906       —  
    Change in fair value of convertible bridge notes     (21,714 )     —  
    Loss on Yorkville SEPA advances     384,524       —  
    Other income, net     (124,531 )     (4,118 )
    Total other (income) expenses, net     (1,336,747 )     888,804  
    Loss before income taxes     (3,569,948 )     (4,291,065 )
    Income tax expense (benefit)     73,531       (933 )
    Net loss     (3,643,479 )     (4,290,132 )
                 
    Net loss attributable to common shareholders   $ (3,643,479 )   $ (4,290,132 )
                 
    Net loss per share attributable to common shareholders            
    Basic and diluted   $ (0.15 )   $ (1.64 )
                 
    Weighted average common shares outstanding            
    Basic and diluted     23,963,166       2,612,025  
    BANZAI INTERNATIONAL, INC.
    Unaudited Condensed Consolidated Statements of Cash Flows
     
        For the Three Months Ended March 31,  
        2025     2024  
    Cash flows from operating activities:            
    Net loss   $ (3,643,479 )   $ (4,290,132 )
    Adjustments to reconcile net loss to net cash used in operating activities:            
    Depreciation and amortization expense     246,691       1,564  
    Provision for credit losses on accounts receivable     (9,707 )     (2,191 )
    Non-cash share issuance for marketing expenses     —       48,734  
    Non-cash shares issued for consulting expenses     232,500       —  
    Non-cash settlement of GEM commitment fee     —       200,000  
    Discount at issuance on notes carried at fair value     16,200       —  
    Non-cash interest expense     —       374,944  
    Non-cash interest expense – related party     336,275       87,758  
    Amortization of debt discount and issuance costs     (885 )     30,027  
    Amortization of debt discount and issuance costs – related party     —       489,755  
    Amortization of operating lease right-of-use assets     5,669       43,705  
    Stock based compensation expense     336,568       42,827  
    Gain on extinguishment of liability     (4,343,406 )     (527,980 )
    Loss on debt issuance     273,800       171,000  
    Loss on extinguishment of term notes     1,769,895       —  
    Loss on SEPA issuance     384,524       —  
    Change in fair value of warrant liability     (4,000 )     (408,000 )
    Change in fair value of warrant liability – related party     2,300       (115,000 )
    Change in fair value of bifurcated embedded derivative liabilities – related party     43,000       —  
    Change in fair value of convertible promissory notes     159,100       544,000  
    Change in fair value of term notes     165,906       —  
    Change in fair value of convertible bridge notes     (21,714 )     —  
    Changes in operating assets and liabilities:            
    Accounts receivable     (82,351 )     72,570  
    Prepaid expenses and other current assets     (187,720 )     (186,558 )
    Other assets     (2,830 )     —  
    Accounts payable     (609,595 )     1,897,046  
    Deferred revenue     36,602       31,210  
    Accrued expenses     (212,557 )     (524,713 )
    Operating lease liabilities     (5,455 )     (75,078 )
    Earnout liability     170,481       (22,274 )
    Deferred revenue – long-term     (6,482 )     —  
    Deferred tax liability     (25,032 )     —  
    Net cash used in operating activities     (4,975,702 )     (2,116,786 )
    Cash flows from investing activities:            
    Cash paid in acquisition of Vidello, net of cash acquired     (2,677,480 )     —  
    Net cash used in investing activities     (2,677,480 )     —  
    Cash flows from financing activities:            
    Payment of GEM commitment fee promissory note     (215,057 )     (1,200,000 )
    Repayment of convertible notes (Yorkville)     (1,877,100 )     —  
    Proceeds from term notes, net of issuance costs     4,000,000       —  
    Repayment of term notes     (3,686,086 )     —  
    Partial repayment of convertible notes – related party     (870,190 )     —  
    Proceeds from issuance of convertible notes, net of issuance costs     3,258,000       2,250,000  
    Proceeds from issuance of shares to Yorkville under the SEPA     6,687,082       —  
    Proceeds from shares issued to Verista     49,800       —  
    Net cash provided by financing activities     7,346,449       1,050,000  
    Net decrease in cash     (306,733 )     (1,066,786 )
    Cash at beginning of period     1,087,497       2,093,718  
    Cash at end of period   $ 780,764     $ 1,026,932  
    Supplemental disclosure of cash flow information:            
    Cash paid for interest     —       44,814  
    Non-cash investing and financing activities            
    Shares issued to Roth for advisory fee     —       278,833  
    Shares issued to GEM     —       100,000  
    Shares issued for marketing expenses     —       194,935  
    Shares issued to Hudson for consulting fee     232,500       —  
    Settlement of GEM commitment fee     —       200,000  
    Consideration transferred for acquisition of Vidello     1,661,677       —  
    Assets acquired in acquisition of Vidello     8,393,172       —  
    Liabilities assumed in acquisition of Vidello     3,986,464       —  
    Shares issued to Yorkville of aggregate commitment fee     —       500,000  
    Conversion of convertible notes – Yorkville     —       1,667,000  
    Conversion of convertible notes – related party     —       2,540,091  

    The MIL Network –

  • MIL-OSI: Binah Capital Group Reports First Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    – Grew Total Revenue 18% Year-over-Year to $49 Million –

    – Assets Under Management (“AuM”) Increased 3% Year-over-Year to $26 Billion –

    – Net Income of $1 Million –

    – Increased EBITDA1to $2.2 Million from $(0.0) Million in the Prior Year –

    NEW YORK, May 15, 2025 (GLOBE NEWSWIRE) — Binah Capital Group, Inc. (“Binah”, “Binah Capital” or the “Company”) (NASDAQ: BCG; BCGWW), a leading financial services enterprise that owns and operates a network of industry-leading firms empowering independent financial advisors, today announced results for the quarter ended March 31, 2025.

    “We once again delivered strong results, which is a continued testament to our differentiated RIA platform,” stated Craig Gould, Chief Executive Officer of Binah Capital Group. “Highlighting our business model’s sustained momentum and the effective execution of our growth initiatives, we achieved double-digit year-over-year growth in both revenue and EBITDA while delivering GAAP profitability in the first quarter. Subsequent to quarter-end, we were pleased to welcome Bleakley Financial Group to the Binah family, underscoring the strength of our open-architecture platform and the confidence that leading entrepreneurial firms place in Binah. Additionally, we further expanded and strengthened our executive leadership with the appointment of Ryan Marcus as our Chief Business Development and Engagement Officer. Looking ahead, we believe our resilient and differentiated platform leaves us well-positioned to navigate the dynamic macro environment and drive long-term shareholder value.”

    First Quarter 2025 Key Highlights

    • Total advisory and brokerage assets in the first quarter grew 3% year-over-year to $26 billion.
    • Total revenue increased 18% year-over-year to $49 million.
    • Gross profit of $8.6 million, compared to $7.8 million in the prior-year period.
    • Total operating expenses were $7 million, compared to $10 million in the prior-year period. The change in operating expenses was primarily due to costs incurred in the prior-year period related to the consummation of the business combination but did not occur in the first quarter of 2025.
    • GAAP net income of $1 million, compared to GAAP net loss of $(1.6) million in the prior-year period.
    • EBITDA* increased to $2.2 million, compared to an EBITDA of $(0.0) in the prior year period. The increase was primarily attributable to higher revenue growth and lower expenses, as the first quarter 2025 did not include the business combination related costs that occurred in the prior-year period.

    Liquidity and Capital

    The Company had cash and cash equivalents of $9 million and outstanding long-term debt of $25 million as of March 31, 2025.

    _______________

    * See “Non-GAAP Financial Measures” below for additional information and a reconciliation to GAAP for all Non-GAAP metrics.

    About Binah Capital Group

    Binah Capital Group (“Binah Capital”, “Binah” or the “Company,” is a financial services enterprise that owns and operates a network of industry-leading firms that empower independent financial advisors. As a national broker-dealer aggregator, Binah specializes in delivering value through its innovative hybrid-friendly model, making it an optimal platform for RIAs navigating today’s complex financial landscape. Binah’s portfolio companies are built to help advisors run, manage, and execute commission-based business seamlessly while providing best in class resources to support their advisory practice. We don’t just offer tools—we cultivate partnerships. Binah Capital Group stands alongside RIAs as a trusted ally, delivering the structure, flexibility, and cutting-edge solutions they need to succeed in an increasingly competitive marketplace.

    For more, please visit: www.binahcap.com

    Contact:

    Binah Capital Investor Relations
    ir@binahcap.com

    Binah Capital Public Relations
    media@binahcap.com

    Non-GAAP Financial Measure

    EBITDA is a non-GAAP financial measure, defined as net income (loss) adjusted for depreciation expense, amortization, interest expense and income tax. The Company presents EBITDA because management believes that it can be a useful financial metric in understanding the Company’s earnings from operations. EBITDA is not a measure of the Company’s financial performance under GAAP or liquidity and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP. The principal limitations of EBITDA are that it excludes certain expenses that are required by U.S. GAAP to be recorded in our consolidated financial statements. In addition, EBITDA is subject to inherent limitations as these metrics reflect the exercise of judgment by management about which expenses are excluded or included in determining EBITDA. A reconciliation of EBITDA to Net income, the most directly comparable GAAP measure, appears below.

    Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended that are intended to be subject to the “safe harbor” created by those sections and other applicable laws. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors that could cause actual results to differ materially from such statements, many of which are outside the control of Binah. Forward-looking statements include, but are not limited to statements regarding: Binah’s financial and operational outlook; Binah’s operational and financial strategies, including planned growth initiatives and the benefits thereof, Binah’s ability to successfully effect those strategies, and the expected results therefrom. These forward-looking statements generally are identified by the words “believe,” “project,” “estimate,” “expect,” ‎‎”intend,” “anticipate,” “goals,” “prospects,” “will,” “would,” “will continue,” “will likely result,” and similar expressions (including the negative versions of such words or expressions).

    While Binah believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business. The factors that could cause results to differ materially from those indicated by such forward-looking statements include, but are not limited to: our ability to comply with supervisory and regulatory compliance obligations, the risk we may be held liable for misconduct by our advisors; poor performance of our investment products and services; our ability to effectively maintain and enhance our brand and reputation; our ability to expand and retain our customer base; our future capital requirements and sources and uses of cash; the risk that an increase in government regulation of the industries and markets in which we operate could negatively impact our business; the impact of worldwide and regional political, military or economic conditions, including declines in foreign currencies in relation to the value of the U.S. dollar, hyperinflation, devaluation and significant political or civil disturbances in international markets; and the effectiveness of Binah’s control environment, including the identification of control deficiencies.

    These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties set forth in documents filed by Binah with ‎the U.S. Securities and Exchange Commission from time to time, including the Annual ‎Report on Form 10-K and Quarterly Reports on Form 10-Q and subsequent ‎periodic reports. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Binah cautions you not to place undue reliance on the ‎forward-looking statements contained in this press release. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Binah assumes no obligation and, except as required by law, does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Binah does not give any assurance that it will achieve its expectations.

    Binah Capital Group Consolidated Balance Sheet

    BINAH CAPITAL GROUP, INC.
    CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
    MARCH 31, 2025 AND DECEMBER 31, 2024
    (in thousands, except per share amounts)
                 
        Unaudited        
        March 31, 2025     December 31, 2024  
    ASSETS                
    Assets:                
    Cash, cash equivalents and restricted cash   $ 8,821     $ 8,486  
    Receivables, net:                
    Commission receivable     9,603       9,198  
    Due from clearing broker     565       873  
    Other     1,672       938  
    Property and equipment, net     511       599  
    Right of use assets     3,574       3,730  
    Intangible assets, net     933       1,021  
    Goodwill     39,839       39,839  
    Other assets     2,359       1,993  
                     
    Total Assets   $ 67,877     $ 66,677  
                     
    LIABILITIES AND STOCKHOLDERS’ EQUITY                
                     
    Liabilities:                
    Accounts payable, accrued expenses and other liabilities   $ 11,332     $ 10,208  
    Commissions payable     11,460       11,468  
    Operating lease liabilities     3,675       3,820  
    Notes payable, net of unamortized debt issuance costs of $702 and $739 as of March 31, 2025 and December 31, 2024, respectively     19,091       19,561  
    Promissory notes-affiliates     5,313       5,442  
                     
    Total Liabilities     50,870       50,499  
                     
    Mezzanine Equity:                
    Redeemable Series A Convertible Preferred Stock, par value $0.0001, 2,000,000 shares authorized, 1,572,000 and 1,555,000 shares outstanding at March 31, 2025 and December 31, 2024     15,121       14,947  
    Stockholders’ Equity:                
    Series B Convertible Preferred Stock, par value $0.0001, 500,000 shares authorized, 150,000 shares outstanding at March 31, 2025 and December 31, 2024     1,500       1,500  
    Common stock, $0.0001 par value, 55,000,000 authorized, 16,602,460 issued and outstanding at March 31, 2025 December 31, 2024     —       —  
    Additional paid-in-capital     22,606       22,984  
    Accumulated deficit     (22,220 )     (23,253 )
    Total Stockholders’ Equity and Mezzanine Equity     17,007       16,178  
                     
    TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY   $ 67,877     $ 66,677  


    Binah Capital Group Consolidated Statement of Operations

    BINAH CAPITAL GROUP, INC.
    CONSOLIDATED STATEMENTS OF OPERATIONS
    FOR THE PERIODS ENDED MARCH 31, 2025 AND 2024
    (in thousands, except per share amounts)
           
        Three months ended March 31,  
        2025     2024  
    Revenues:            
    Revenue from Contracts with Customers:                
    Commissions   $ 41,141     $ 34,395  
    Advisory fees     6,916       5,685  
    Total Revenue from Contracts with Customers     48,057       40,080  
    Interest and other income     879       1,369  
                     
    Total revenues     48,936       41,449  
                     
    Expenses:                
    Commissions and fees     40,298       33,655  
    Employee compensation and benefits     4,351       3,457  
    Rent and occupancy     285       295  
    Professional fees     536       4,337  
    Technology fees     753       362  
    Interest     566       1,062  
    Depreciation and amortization     187       301  
    Other     503       (578 )
                     
    Total expenses     47,479       42,891  
                     
    Income (loss) before provision for income taxes     1,456       (1,442 )
                     
    Provision for income taxes     423       139  
                     
    Net income (loss)   $ 1,033     $ (1,581 )
                     
    Net income attributable to Legacy Wentworth Management Services LLC members     —       730  
                     
    Net income (loss) attributable to Binah Capital Group, Inc.   $ 1,033     $ (2,311 )
                     
    Net income (loss) per share basic and diluted   $ 0.06     $ (0.14 )
                     
    Weighted average shares: basic and diluted     16,602       16,566  


    Binah Capital Group Reconciliation of GAAP Net Income to EBITDA

    EBITDA is a non-GAAP financial measure. EBITDA is defined as net income plus interest expense, provision for income taxes, and depreciation and amortization. The Company presents EBITDA because management believes that it can be a useful financial metric in understanding the Company’s earnings from operations. EBITDA is not a measure of the Company’s financial performance under GAAP or liquidity and should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP.

    Below is a reconciliation of net income to EBITDA for the periods presented (in millions):

                 
        For the Three Months Ended March 31,  
    EBITDA Reconciliation   2025     2024  
    Net income (loss)   $ 1.0       (1.5 )
    Interest expense     0.6       1.1  
    Provision for income taxes     0.4       0.1  
    Depreciation and amortization     0.2       0.3  
    EBITDA   $ 2.2       (0.0 )

    _____________________________

    1Non-GAAP Financial Measures. EBITDA is a non-GAAP financial measure defined as net income (loss) adjusted for depreciation expense, amortization expense, interest expense, and income tax. See the section captioned “Non-GAAP Financial Measures” below for a detailed description and reconciliation of such Non-GAAP financial measures to their most directly comparable GAAP financial measures, as required by Regulation G.

    The MIL Network –

  • MIL-OSI: Mountain America Credit Union Fits Hundreds of Ogden Elementary Students with New Shoes

    Source: GlobeNewswire (MIL-OSI)

    OGDEN, Utah, May 15, 2025 (GLOBE NEWSWIRE) — Mountain America Credit Union, in partnership with Operation Warm, donated 425 brand-new pairs of shoes to students from Bonneville Elementary on May 9, 2025. Volunteers from both organizations were on site to personally help each student select shoes with the perfect fit in colors they loved—offering comfort, confidence, and smiles as they head into the warmer months.

    “We are extremely excited about receiving such care and support for our students,” said Jer Bates, director of communications for the Ogden School District. “New shoes are a significant gift to our students. This is something that impacts and uplifts the whole community.”

    ​In Utah, approximately 8.5% of children live below the poverty line, highlighting the need for community initiatives like this one. Operation Warm focuses on supporting children’s well-being by providing essentials such as coats and shoes—resources that bolster a child’s self-esteem, readiness to learn, and ability to thrive.

    “At Mountain America, we are committed to make a meaningful difference in the community,” said Sterling Nielsen, president and CEO at Mountain America. “The smiles we see on the children’s faces as they receive their new shoes are so heartwarming. Our partnership with Operation Warm enables us to make a meaningful difference in the lives of these children, providing them with not only essential footwear but also a sense of hope and belonging.”

    Mountain America proudly solidified its partnership with Operation Warm in 2019. Since then, the credit union has donated a total of 6,462 essential items—including 2,450 pairs of shoes—to under-resourced communities across their footprint. This ongoing commitment reflects Mountain America’s dedication to supporting families in need and strengthening the communities it serves.

    To learn more about Mountain America’s community involvement, visit macu.com/newsroom.

    About Mountain America Credit Union
    With more than 1 million members and $20 billion in assets, Mountain America Credit Union helps its members define and achieve their financial dreams. Mountain America provides consumers and businesses with a variety of convenient, flexible products and services, as well as sound, timely advice. Members enjoy access to secure, cutting-edge mobile banking technology, over 100 branches across multiple states, and more than 50,000 surcharge-free ATMs. Mountain America—guiding you forward. Learn more at macu.com.

    The MIL Network –

  • MIL-OSI Canada: Suicide prevention framework will save lives

    Source: Government of Canada regional news

    New clinical guidance will offer best practices for recognizing and supporting people at risk for suicide, helping more people get the right care and saving more lives.

    “Every life lost to suicide is a profound tragedy,” said Josie Osborne, Minister of Health. “This new framework represents a critical step in ensuring that individuals experiencing suicidal thoughts can access the support they need to move toward hope and healing. It sets a clear path for how we will care for and support those most at risk.”

    In partnership with the Province, the Canadian Mental Health Association, BC Division (CMHA BC) led the development of a suicide-risk-reduction framework to support health-care organizations in improving care provided to people at risk for suicide. It will apply to patients who are 18 and older and are accessing mental-health or substance use care in hospital emergency departments, acute psychiatry or medical inpatient units or outpatient mental-health services.

    “People experiencing a mental-health crisis need to be met with compassion and person-centred care,” said Amna Shah, parliamentary secretary for mental health and addictions. “When someone is experiencing thoughts of suicide, it is especially important that they get timely supports for as long as they need. This framework will support our health-care facilities in offering best practice guidance so clinicians can help more people with the right care.”

    Through an early, consistent, and systematic process, the framework offers guidance to enhance the detection of individuals at risk for suicide. It also provides suggestions that can help eliminate bias and barriers to care, including stigma and experiences of discrimination or Indigenous-specific racism.

    It also includes best practices to maximize the patient’s safety during and after their care. With a tailored care plan, evidence-based treatment, effective transition to community care, and follow up and monitoring post-discharge, better outcomes can be achieved.

    “When someone is struggling with thoughts of suicide, asking compassionate questions and truly listening can make all the difference,” said Jonny Morris, CEO, CMHA BC. “This framework helps health-care teams have these vital conversations, understand each person’s unique story, and support informed decisions about care. We’re deeply grateful to the Province of B.C., our partners, and especially the courageous and wise individuals whose lived experiences shaped this important work.”

    Building on best practices in Canadian and international jurisdictions, the framework was created with input from people with lived and living experience with mental-health crises. Indigenous cultural safety is embedded throughout the framework, as Indigenous Peoples disproportionately experience poorer health outcomes within the health-care system.

    In addition to prioritizing cultural safety, the framework is based on a foundation of patient and family engagement, trauma-informed care and close collaboration with community care providers, which can help ensure the continuity of care.

    “The release of the suicide-risk reduction framework is an important step for British Columbia, and I want to thank our partners for their collaboration,” said Lesley Lutes, professor, director of the Centre for Obesity and Well-Being Research Excellence, department of psychology, UBC Okanagan; and director of advocacy, BC Psychological Association. “When we treat mental health with the same level of rigour and evidence-based interventions as we do with physical health, we save lives.”

    This work is part of the Province’s efforts to build up the entire continuum of mental-health and substance-use care for people to get the right support for them. This includes increasing early intervention and prevention, adding and expanding treatment and recovery services, building complex care housing, adding overdose prevention services and more.

    If you are experiencing feelings of distress or despair, including thoughts of suicide, call 1 800 SUICIDE (784-2433).

    Quick Facts:

    • In Canada, approximately 12 people die by suicide each day, which translates to 4,500 deaths per year.
    • In B.C., there are an average of approximately 615 deaths by suicide every year.
    • Males accounted for 75% of suicide deaths in B.C. in 2023.
    • In Canada, overall suicide rates are higher among some Indigenous populations than non-Indigenous populations.
      • Suicide rates across First Nations, Métis and Inuit communities vary greatly.
    • Deaths by suicide in the province more than double the motor vehicle fatalities in B.C.

    Learn More:

    To see the suicide-risk-reduction framework, visit: https://news.gov.bc.ca/files/SuicidePrevention_Framework.pdf

    To find mental-health and substance-use supports in B.C., visit: https://helpstartshere.gov.bc.ca/

    MIL OSI Canada News –

  • MIL-OSI Security: Justice Department Seeks to Shut Down Chicago-Area Tax Preparer for Allegedly Fabricating Credits, Expenses, and Deductions on Customer Returns

    Source: United States Attorneys General 1

    Note: View the complaint here.

    The Justice Department filed a complaint in a federal court in Chicago today seeking to permanently bar tax preparer Stacy Thomas, of Orland Park, Illinois, individually and doing business as Rapid Tax Refunds LLC, Rapid Tax Refund Profs LLC, and Rapid Refunds Income Tax Service Inc., from preparing federal tax returns for others.

    The complaint alleges that Thomas and her businesses prepare and file false federal tax returns that understate her customers’ tax liabilities by claiming false residential energy credits, false Schedule C business expenses, and false charitable deductions. The government further alleges in the complaint that customers interviewed by the IRS confirmed that they never told Thomas they incurred the residential energy or business expenses or made the charitable contributions she reported on their income tax returns, and that Thomas claimed those items without their knowledge or consent.

    According to the complaint, the IRS estimates that by repeatedly understating their customers’ tax liabilities, Thomas and her businesses have caused the United States to lose nearly $13 million in tax revenue.

    The Justice Department’s Tax Division made the announcement.

    Return preparer fraud is one of the IRS’ Dirty Dozen Tax Scams, and taxpayers seeking a return preparer should remain vigilant against unscrupulous tax preparers. The IRS has information on its website for choosing a tax return preparer and has launched a free directory of federal tax preparers. The IRS warns taxpayers to avoid “ghost preparers” and lists other improper acts that tax preparers engage in to take advantage of their unsuspecting customers.

    In the past decade, the Justice Department’s Tax Division has obtained injunctions against hundreds of unscrupulous tax preparers. Information about these cases is available on the Justice Department’s website. An alphabetical listing of persons enjoined from preparing returns and promoting tax schemes can be found on this page. If you believe that one of the enjoined persons or businesses may be violating an injunction, please contact the Tax Division with details.

    MIL Security OSI –

  • MIL-OSI Security: Nashville Man on Probation Charged with Being a Felon in Possession of a Firearm After Allegedly Shooting at Police

    Source: Office of United States Attorneys

    NASHVILLE – Emmanuel Orr, 18, of Nashville, has been charged by criminal complaint with being a felon in possession of a firearm, announced Acting United States Attorney Robert E. McGuire for the Middle District of Tennessee.

    “We will not stand for violence against our citizens or our men and women in law enforcement,” said Acting United States Attorney Robert E. McGuire. “Those convicted of violent offenses, and especially those on probation for such offenses, cannot possess firearms and put citizens and our police officers at risk. Our Operation Bond Watch program seeks to hold those who do accountable for their actions.”

    According to court documents, on April 30, 2025, Metropolitan Nashville Police Department (“MNPD”) officers responded to a report of a shooting in Nashville. They discovered a victim who had been shot in the leg. The victim reported being shot by a man who was approximately 19 years old, had short black dreads, and was wearing a tan jacket and black jogging pants. The victim also reported that the shooter had pulled out a pistol, possibly a Ruger, and showed it to the victim. Shortly after suspect’s description was broadcast to other officers, an officer observed a young male with a shirt draped over his shoulder, wearing black pants, and having short black dreads walking west on Westchester near Dickerson Pike. The officer gave the suspect commands to show his hands and stop, but the man kept walking away and did not respond. The man then abruptly turned towards the marked police cruiser, raised a pistol with both hands, and fired two shots at officers before fleeing on foot, dropping the firearm as he ran away.

    The suspect fled into a nearby restaurant and hid in the bathroom, where he was subsequently taken into custody by officers without incident. The man identified himself as Orr, and after being advised of his rights, admitted to firing the firearm at the MNPD officer, but he refused to discuss the shooting victim. The victim later positively identified Orr from a photo lineup as the shooter.

    A Ruger model LC9S 9mm pistol was recovered from the area where Orr was seen dropping a firearm after shooting. MNPD also recovered a spent 9mm shell casing and an intact 9mm round in the area where the victim reported being shot.

    Just over ninety days ago, on February 6, 2025, Davidson County Criminal Court Clerk records show that Orr was convicted of Reckless Aggravated Assault with a Deadly Weapon, and received a two-year sentence that was suspended to probation.

    If convicted, Orr faces a maximum of 15 years in federal prison and a maximum fine of $250,000.

    This case is being investigated by the Bureau of Alcohol, Tobacco, Firearms and Explosives, and the Metropolitan Nashville Police Department. Assistant U.S. Attorney Zachary Hinkle is prosecuting the case.

    This case is part of Project Safe Neighborhoods (PSN), a program bringing together all levels of law enforcement and the communities they serve to reduce violent crime and gun violence, and to make our neighborhoods safer for everyone. On May 26, 2021, the department launched a violent crime reduction strategy strengthening PSN based on these core principles: fostering trust and legitimacy in our communities, supporting community-based organizations that help prevent violence from occurring in the first place, setting focused and strategic enforcement priorities, and measuring the results.

    A complaint is merely an allegation. The defendant is presumed innocent until proven guilty beyond a reasonable doubt in a court of law.

    # # # # #

    MIL Security OSI –

  • MIL-OSI Security: Additional 12 Defendants Charged in RICO Conspiracy for over $263 Million Cryptocurrency Thefts, Money Laundering, Home Break-Ins

    Source: Office of United States Attorneys

    WASHINGTON – A four-count superseding indictment, unsealed today in U.S. District Court, charges 12 additional people – Americans and foreign nationals – for allegedly participating in a cyber-enabled racketeering conspiracy throughout the United States and abroad that netted them more than $263 million. Several were arrested this week in California, while two remain abroad and are believed to be living in Dubai.

    The superseding indictment and the arrests were announced by U.S. Attorney Jeanine Ferris Pirro, FBI Special Agent in Charge Sean Ryan of the Washington Field Office Criminal and Cyber Division, and Executive Special Agent in Charge Kareem A. Carter of the Internal Revenue Service – Criminal Investigation Washington, D.C. Field Office.

    The defendants, listed below, face charges that include RICO conspiracy, conspiracy to commit wire fraud, money laundering, and obstruction of justice. The superseding indictment adds charges originally brought against Malone Lam on Sept. 19, 2024.

    According to the superseding indictment, the enterprise began no later than October 2023 and continued through March 2025. It grew from friendships developed on online gaming platforms.

    Members of the enterprise held different responsibilities. The various roles included database hackers, organizers, target identifiers, callers, money launderers, and residential burglars targeting hardware virtual currency wallets.

    Database hackers hacked websites and servers to obtain cryptocurrency-related databases or purchased databases on the darkweb. Organizers and target identifiers organized and collated information across the databases to determine the most valuable targets. Callers cold-called victims and used social engineering to convince them their accounts were the subject of cyberattacks and the enterprise callers were attempting to help secure their accounts. Money launderers received the stolen crypto currency and turned it into fiat U.S. currency in the form of bulk cash or wire transfers.

    According to the indictment, members and associates of the enterprise used the stolen virtual currency to purchase, among other things, nightclub services ranging up to $500,000 per evening, luxury handbags valued in the tens of thousands of dollars that were given away at nightclub parties, luxury watches valued between $100,000 and $500,000, luxury clothing valued in the tens of thousands of dollars, rental homes in Los Angeles, the Hamptons, and Miami, private jet rentals, a team of private security guards, and a fleet of at least 28 exotic cars ranging in value from $100,000 to $3.8 million.

    According to the indictment, members of the enterprise laundered stolen cryptocurrency proceeds by moving the funds through various mixers and exchanges using “peel chains,” pass-through wallets, and virtual private networks to mask their true identities. 

    The indictment alleges that in one instance on Aug. 18, 2024, Malone Lam and contacted a victim in D.C. and, through the communications with that victim, fraudulently obtained over 4,100 Bitcoin — worth over $230 million at the time. In another instance in July 2024, Malone Lam and others are accused of stealing over $14 million in cryptocurrency from an additional victim.

    The indictment alleges that members of the enterprise also committed home break-ins. As alleged in the Indictment, Marlon Ferro traveled to New Mexico in July 2024 and broke into a victim’s home to steal their hardware virtual currency wallet while Lam monitored the victim’s location by logging into his iCloud account.

    The superseding indictment also alleges that the enterprise engaged in significant money laundering activity. Kunal Mehta, Hamza Doost, Joel Cortez, and Evan Tangeman are alleged to have engaged in unlicensed crypto-to-cash services for the enterprise, obtained luxury rental homes for members of the enterprise using fake identity documents, booked private jet travel with stolen cryptocurrency for the enterprise, concealed ownership of exotic cars by registering them in shell company names, and shipped bulk cash through US mail to members of the enterprise hidden in squishmallow stuffed animals.

    Following his arrest in September 2024 and continuing while in pretrial detention, Lam is alleged to have continued working with members of the enterprise to pass and receive directions, collect stolen cryptocurrency, and to have enterprise members buy luxury Hermes Birkin bags and hand deliver them to his girlfriend in Miami, Florida.

    This ongoing investigation is being handled by the U.S. Attorney’s Office for the District of Columbia, the FBI’s Washington Field Office, and the IRS-Criminal Investigation Washington D.C. Field Office. Significant investigative and operational support was provided by the FBI’s Los Angeles and Miami field offices.

    The matter is being prosecuted by Assistant United States Attorney Kevin Rosenberg, Acting Deputy Chief of the Fraud, Public Corruption, and Civil Rights Section of the U.S. Attorney’s Office for the District of Columbia.

    If found guilty, the defendants’ sentences will be determined by the court based on the advisory Sentencing Guidelines and other statutory factors.

    An indictment is merely an allegation and all defendants are presumed innocent until proven guilty beyond a reasonable doubt in a court of law.

    Defendants

    NAME, AGE, & ALLEGED ROLE AKAs HOMETOWN CHARGES
    Malone Lam, 20, Social Engineering, Organizer “King Greavys,” “$$$,” “7,” “Kg,” “Anne Hathaway”

    Miami, Florida,

    Los Angeles, Calif.,

    Singapore

    		 RICO Conspiracy, Conspiracy to Commit Wire Fraud, Conspiracy to Launder Monetary Instruments
    Marlon Ferro, 19, Money Laundering, Residential Burglary “Marlo,” “GothFerrari” Santa Ana, California RICO Conspiracy, Conspiracy to Commit Wire Fraud, Conspiracy to Launder Monetary Instruments
    Hamza Doost, 21, Money Laundering “Scyllia” Hayward, California RICO Conspiracy, Conspiracy to Launder Monetary Instruments
    Conor Flansburg, 21,   Database Hacker, Caller, and Organizer “O O,” “Green Room,” “@d0uu0b” Newport Beach, California RICO Conspiracy, Conspiracy to Commit Wire Fraud
    Kunal Mehta, 45, Money Laundering “Papa,” “The Accountant,” “Shrek,” “Neil” Irvine, California RICO Conspiracy, Conspiracy to Launder Monetary Instruments
    Ethan Yarally, 18, Caller “Rand,” “15%” Richmond Hill, New York RICO Conspiracy, Conspiracy to Commit Wire Fraud
    Cody Demirtas, 19, Caller “KO,” “Kody” Stuart, Florida RICO Conspiracy, Conspiracy to Commit Wire Fraud
    Aakash Anand, 22, Caller, Money Laundering “Light,” “Dark” New Zealand RICO Conspiracy, Conspiracy to Commit Wire Fraud, Conspiracy to Launder Monetary Instruments
    Evan Tangeman, 21, Money Laundering “E,” “Tate,” “Evan | Exchanger” Newport Beach, California RICO Conspiracy, Conspiracy to Launder Monetary Instruments
    Joel Cortes, 21, Money Laundering “J” Laguna Niguel, California RICO Conspiracy, Conspiracy to Launder Monetary Instruments
    First Name Unknown-1 , Last Name Unknown-1, Database Hacker “Chen,” “Squiggly” Unknown RICO Conspiracy, Conspiracy to Commit Wire Fraud, Conspiracy to Launder Monetary Instruments
    First Name Unknown-2 , Last Name Unknown-2, Database Hacker “Danny” “Meech” Unknown RICO Conspiracy, Conspiracy to Commit Wire Fraud, Conspiracy to Launder Monetary Instruments
    John Tucker Desmond, 19, Destroyed Evidence

    –

    		 Huntington Beach, California Obstruction of Justice

    24cr417

    MIL Security OSI –

  • MIL-OSI Security: Baltimore Man Pleads Guilty to Firearms Trafficking Conspiracy

    Source: Office of United States Attorneys

    Baltimore, Maryland – Today, Steven Lee, 38, of Baltimore, Maryland, pled guilty to conspiracy to commit firearms trafficking in federal court. 

    Kelly O. Hayes, U.S. Attorney for the District of Maryland, announced the plea with Special Agent in Charge Toni M. Crosby, Bureau of Alcohol, Tobacco, Firearms, and Explosives (ATF).

    According to the guilty plea, on April 17, 2024, Lee and co-conspirator Cedrick Brinkley agreed to sell firearms to an ATF undercover agent. The undercover agent explained that the purpose of buying the firearms was to resell to an individual in New Jersey. Additionally, on April 17, law enforcement observed Brinkley and Lee sitting in a vehicle at the location where they planned to meet the undercover agent. Brinkley exited his vehicle, met with the undercover agent, and exchanged five 9-millimeter pistols for $6,100.

    On April 24, 2024, Brinkley and Lee arranged to sell additional firearms to the undercover agent. Prior to the transaction, law enforcement observed Brinkley and Lee meeting in a public parking lot. Brinkley retrieved a black bag from Lee’s vehicle, re-entered his vehicle, and then drove to the meeting location. Lee did not physically attend the meeting with the undercover agent.

    At the meeting with the undercover agent, Brinkley brought the black bag, removed five firearms from the bag, and handed them to the undercover agent. The undercover agent wanted to negotiate a better price, so Brinkley called Lee on speakerphone to discuss prices with the agent directly. During the call, Lee described the firearms in detail, including one of the firearms that had a machinegun conversion device affixed to it.

    The undercover agent reiterated to Brinkley and Lee that the purpose of buying the firearms was to resell them for profit. Then the undercover agent paid Brinkley $7,800 for five firearms, which included pistols of various calibers; one of which had a machinegun conversion device attached to it. In total, the coconspirators sold 10 firearms to the undercover agent; three of them were previously reported stolen.

    On July 2, 2024, authorities executed a search warrant for Lee’s Baltimore residence. During the search, law enforcement recovered a Taurus PT709 pistol loaded with six rounds of ammunition from Lee’s bedside table. Law enforcement also recovered additional ammunition from Lee’s residence and vehicle. Due to a previous felony conviction, Lee is prohibited from possessing firearms or ammunition.

    Lee faces a maximum sentence of 15 years in prison. Sentencing is scheduled for Tuesday, August 19, at 10 a.m. Brinkley’s trial date is pending.

    This case is part of Project Safe Neighborhoods (PSN), a program bringing together all levels of law enforcement and the communities they serve to reduce violent crime and gun violence, and to make our neighborhoods safer for everyone.  On May 26, 2021, the Department launched a violent crime reduction strategy strengthening PSN based on these core principles: fostering trust and legitimacy in our communities, supporting community-based organizations that help prevent violence from occurring in the first place, setting focused and strategic enforcement priorities, and measuring the results.

    U.S. Attorney Hayes commended the ATF for its work in the investigation.  Ms. Hayes also thanked Assistant U.S. Attorney James O’Donohue who is prosecuting the case.

    For more information about the Maryland U.S. Attorney’s Office, its priorities, and resources available to help the community, visit www.justice.gov/usao-md and https://www.justice.gov/usao-md/community-outreach.

    MIL Security OSI –

  • MIL-OSI Security: Two Foreign Nationals Arrested in Vermont Border-Crossing Event

    Source: Office of United States Attorneys

    Burlington, Vermont – The United States Attorney’s Office for the District of Vermont stated that on May 13, 2025, Emmanuel Pierre Andre Irene, 26, and Erika Brezault, 23, citizens of Haiti, were arrested by the United States Border Patrol in the town of Troy, Vermont. Both were charged by criminal complaints—Irene with illegally entering the United States as an alien, and Brezault with transporting Irene in furtherance of his illegal entry. Irene and Brezault both appeared on May 14, 2025, before United States Magistrate Judge Kevin J. Doyle, who ordered that Brezault be released on conditions of pretrial supervision pending further proceedings. Judge Doyle accepted Irene’s plea of guilty to illegal entry and sentenced Irene to a time-served sentence.

    According to court records, around 1:00 am on May 13, 2025, one individual was observed walking south in Canada on a road that reaches the United States border; later, at approximately 3:30 am, one individual was observed walking south in the United States in an area close to that Canadian road, approximately a half-mile south of the international border. U.S. Border Patrol agents and Homeland Security Investigations (HSI) agents responded to the scene to search for the suspected illegal entrant in the area of Mud Creek, approximately two miles east of the village of North Troy, Vermont. At approximately 9:23 am, an HSI agent made contact with a Massachusetts-plated vehicle that had been pulled over to the side of Bear Mountain Road, and he spoke with the two occupants. The driver was later identified as Brezault, and the passenger was later identified as Irene. They told the agent they were from Haiti and were now living in Worchester, Massachusetts. A uniformed Border Patrol agent joined the HSI agent, and they spoke with Brezault and Irene, who both claimed to have Temporary Protected Status in the United States. After an agent pointed out Irene’s wet, muddy clothing and informing them of the camera images of the male subject approaching and then being south of the international border, Irene admitted to entering the United States from Canada by walking through the woods. Brezault also admitted to picking up Irene after he crossed into the United States. Both defendants were detained and later charged with the respective offenses.

    The United States Attorney’s Office emphasizes that the complaint contains allegations only and that Brezault is presumed innocent until and unless proven guilty. Brezault faces up to five years’ imprisonment if convicted. The actual sentence, however, would be determined by the District Court with guidance from the advisory United States Sentencing Guidelines and the statutory sentencing factors.

    Acting United States Attorney Michael P. Drescher commended the investigatory efforts of the United States Border Patrol and Homeland Security Investigations.

    The prosecutor is Assistant United States Attorney Matthew Lasher. Brezault is represented by Assistant Federal Public Defender Emily Kenyon, and Irene was represented by Karen Shingler, Esq.

    This case is part of Operation Take Back America a nationwide initiative that marshals the full resources of the Department of Justice to repel the invasion of illegal immigration, achieve the total elimination of cartels and transnational criminal organizations (TCOs), and protect our communities from the perpetrators of violent crime. Operation Take Back America streamlines efforts and resources from the Department’s Organized Crime Drug Enforcement Task Forces (OCDETFs) and Project Safe Neighborhood (PSN).

    MIL Security OSI –

  • MIL-OSI Security: Missouri Woman Admits International Embezzlement that Cost Employer $3.8 Million

    Source: Office of United States Attorneys

    ST. LOUIS – A Missouri woman on Thursday admitted embezzling at least $3.8 million from her employer with the help of co-conspirators in China.

    Bridget Thebeau, 45, of St. Charles County, Missouri, pleaded guilty in U.S. District Court to five counts of wire fraud. She admitted embezzling from her employer from roughly January 2015 to March 2024 via more than 200 fraudulent purchase orders. Thebeau struck a deal with some of her employer’s suppliers in China in which she caused the company to pay the suppliers for products that the company did not need and never received. In exchange, Thebeau’s co-conspirators in China shared the proceeds of the scam with her. Thebeau tried to hide her crime with fraudulent shipping labels and fraudulent bills of lading issued by the China-based suppliers, fraudulent invoices that she created and claimed she had issued to the company’s customers and false information she supplied to the company’s owner and accountants.

    Ultimately, Thebeau triggered fraudulent payments of at least $3,821,152 to the company’s China-based suppliers, and in return her co-conspirators wired her more than $2 million.

    Thebeau was hired in 2002 by the family-owned company. Her crime resulted in substantial financial hardship to the company’s owner, who is no longer able to retire due to her embezzlement, the plea agreement says.

    Thebeau is scheduled to be sentenced Sept. 11, 2025. Wire fraud is punishable by up to 20 years in prison, a fine of up to $250,000, or both prison and a fine.

    The U.S. Secret Service and the Chesterfield Police Department investigated the case. Assistant U.S. Attorney Justin Ladendorf is prosecuting the case.

    MIL Security OSI –

  • MIL-OSI Security: St. Louis County Man Admits Seeking Nude Pictures from Children Online

    Source: Office of United States Attorneys

    ST. LOUIS – A man from St. Louis County, Missouri on Thursday admitted soliciting nude images of children that he’d approached online, and receiving images of one 12-year-old victim.

    Alsaphone Hunt, 44, pleaded guilty to one count of coercion and enticement of a minor and one count of distribution of child pornography.

    Hunt initiated communications with an 8-year-old girl in Maryland via Facebook Messenger in February of 2021. After an initial exchange of messages, the girl’s mother took over the phone. Hunt asked if the girl wanted to “see something that you like to see on a boy.” He asked to see her genitals, and then sent a photo of his. The mother stopped responding and contacted local police after Hunt sent images containing child sexual abuse material (CSAM). Police officers identified Hunt and forwarded their findings to the St. Louis County Police Department.

    On March 1, 2021, a St. Louis County Police Department detective pretending to be a 10-year-old girl “friended” Hunt on Facebook. Hunt then contacted the detective via Facebook Messenger. Hunt became increasingly sexually explicit and sent CSAM and photos of male genitals. On March 5, 2021, police arrested Hunt at the fast-food restaurant where he worked. He admitted sending CSAM and a picture of his genitals and allowed investigators to search the phone he’d been using to communicate with the 8-year-old and the detective.

    A search of the phone revealed the presence of 65 video files and 165 image files containing CSAM as well as 55 image files containing child erotica. Investigators also learned that Hunt had coerced or enticed a 12-year-old into sending him CSAM that she produced.

    Hunt is scheduled to be sentenced on August 21. Both the U.S. Attorney’s office and Hunt’s lawyers have agreed to recommend 15 years in prison.

    The St. Louis County Police Department, the Montgomery County (Maryland) Department of Police, the FBI and Immigration and Customs Enforcement’s Homeland Security Investigations investigated the case. Assistant U.S. Attorney Michael Hayes is prosecuting the case.

    This case was brought as part of Project Safe Childhood, a nationwide initiative to combat the growing epidemic of child sexual exploitation and abuse launched in May 2006 by the Department of Justice. Led by U.S. Attorneys’ Offices and the Department of Justice Criminal Division’s Child Exploitation and Obscenity Section, Project Safe Childhood marshals federal, state and local resources to better locate, apprehend and prosecute individuals who exploit children via the Internet, as well as to identify and rescue victims. For more information about Project Safe Childhood, please visit www.justice.gov/psc.

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  • MIL-OSI Security: Oakhurst Man Charged with Stalking Fresno Woman

    Source: Office of United States Attorneys

    FRESNO, Calif. — A federal grand jury returned a three-count indictment today against Preston Nelson-Kestner, 21, of Oakhurst, charging him with stalking, distribution and possession of images of child sexual exploitation, Acting U.S. Attorney Michele Beckwith announced.

    According to court documents, between October 2023, and Feb. 13, 2024, Nelson-Kestner used social media applications including OnlyFans, Instagram, and TikTok to engage in a course of conduct that caused, attempted to cause, and would be reasonably expected to cause substantial emotional distress to an adult victim in Fresno. Nelson-Kestner used the social media apps to send threatening messages to the victim and sent videos and images of a minor engaged in sexually explicit conduct.

    This case is the product of an investigation by the Federal Bureau of Investigation and the Fresno Police Department with assistance from the Madera County Sheriff’s Office and the Central California Internet Crimes Against Children Task Force. Assistant U.S. Attorney David L. Gappa is prosecuting the case.

    If convicted, Nelson-Kestner faces a maximum statutory penalty of five years in prison and a $250,000 fine for stalking, a minimum of five years in prison up to 20 years in prison for distribution and a 10-year maximum sentence for possession of images of child sexual exploitation. Any sentence, however, would be determined at the discretion of the court after consideration of any applicable statutory factors and the Federal Sentencing Guidelines, which take into account a number of variables. The charges are only allegations; the defendant is presumed innocent until and unless proven guilty beyond a reasonable doubt.

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  • MIL-OSI Security: Laotian National Arrested for Possessing a Firearm as a Convicted Felon and Possessing a Firearm as an Illegal Alien

    Source: Office of United States Attorneys

    CONCORD – A convicted felon from Laos was arrested this morning for the unlawful possession of a firearm, Acting U.S. Attorney Jay McCormack announces.

    Vongpasith Khamvongsa, 45, a Laotian national unlawfully residing in Somersworth, was indicted on charges of being an illegal alien in possession of a firearm and being a felon in possession of a firearm.  He appeared in federal court today.

    The charging statute provides a sentence of no greater than 15 years in prison, up to three years of supervised release, and a fine of up to $250,000. Sentences are imposed by a federal district court judge based upon the U.S. Sentencing Guidelines and statutes which govern the determination of a sentence in a criminal case.

    The Bureau of Alcohol, Tobacco, and Firearms and Somersworth Police Department led the investigation.  Assistant U.S. Attorney Alexander S. Chen is prosecuting the case.

    This effort is part of Operation Take Back America, a nationwide initiative that marshals the full resources of the Department of Justice to repel the invasion of illegal immigration, achieve the total elimination of cartels and transnational criminal organizations (TCOs), and protect our communities from the perpetrators of violent crime. Operation Take Back America streamlines efforts and resources from the Department’s Organized Crime Drug Enforcement Task Forces (OCDETFs) and Project Safe Neighborhood (PSN).

    The details contained in the charging documents are allegations. The defendant is presumed innocent unless and until proven guilty beyond a reasonable doubt in a court of law.

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  • MIL-OSI Security: Tulsa Resident Pleads Guilty To Theft In Indian Country

    Source: Office of United States Attorneys

    MUSKOGEE, OKLAHOMA – The United States Attorney’s Office for the Eastern District of Oklahoma announced that Tommy Allen Winkler, age 37, of Tulsa, Oklahoma, entered a guilty plea to an Information of one count of Theft in Indian Country.

    The Information alleged that on November 16, 2022, and continuing until June 14, 2024, Winkler took and carried away, with intent to steal and purloin, money and personal property of three victims with a value exceeding $1,000.00.

    The crime occurred in Muskogee County, within the boundaries of the Muscogee (Creek) Nation Reservation, in the Eastern District of Oklahoma.

    The charge arose from an investigation by the Federal Bureau of Investigation.

    The Honorable D. Edward Snow, U.S. Magistrate Judge in the United States District Court for the Eastern District of Oklahoma, accepted the plea and ordered the completion of a presentence investigation report.

    A U.S. District Court Judge will determine the sentence to be imposed after considering the U.S. Sentencing Guidelines and other statutory factors.

    Winkler was released on bond pending sentencing.

    Assistant U.S. Attorney Joshua Satter represented the United States.

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  • MIL-OSI Security: Nashville Man Charged with Conspiracy to Defraud Fresno County

    Source: Office of United States Attorneys

    FRESNO, Calif. — A federal grand jury returned a six-count indictment against Jafaar September Nyangoro, 52, of Franklin, Tennessee, and Peter Bah Acha, 45 of Berlin, Germany, charging them with conspiracy to commit wire fraud and wire fraud related to a scheme to defraud Fresno County, Acting U.S. Attorney Michele Beckwith announced.

    According to court documents, sometime before Sept. 14, 2020, Nyangoro, Acha, and others secretly gained control of an email account used by the finance director of a Fresno nonprofit to submit fraudulent invoices to Fresno County for payment through Automated Clearing House (ACH) transactions. Posing as the finance director, they fraudulently represented to the County of Fresno that the nonprofit’s bank account information had changed and that payments should be sent to an account at a different bank that Nyangoro had recently opened. The County of Fresno updated the nonprofit’s bank account information accordingly.

    According to court documents, between Sept. 24, 2020, and Oct. 13, 2020, the County of Fresno initiated several ACH transfers totaling over $1.5 million to Nyangoro’s bank account instead of the nonprofit’s bank account. At times, Nyangoro, Acha, and others communicated with each other through various means, including WhatsApp. For example, on Oct. 16, 2020, after Regions Bank reversed some of the ACH transfers for suspected fraud, Nyangoro sent a WhatsApp message: “We’re in deep s***. The last 3 transactions from County of Fresno have been reversed. Please call me ASAP!”

    This case is the product of an investigation by the Federal Bureau of Investigation. Assistant U.S. Attorney David L. Gappa is prosecuting the case.

    Nyangoro was ordered detained by a magistrate judge in Nashville on May 14, 2025, and will make an appearance in Fresno at a later date.

    If convicted, Nyangoro and Acha face a maximum statutory penalty of 20 years in prison and a fine up to $250,000 for each count of conspiracy to commit wire fraud and wire fraud. Any sentence, however, would be determined at the discretion of the court after consideration of any applicable statutory factors and the Federal Sentencing Guidelines, which take into account a number of variables. The charges are only allegations; the defendant is presumed innocent until and unless proven guilty beyond a reasonable doubt.

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