OPINION AND ORDER In this case, the Securities and Exchange Commission (“SEC”) alleges that the defendants — Terraform Labs Pte. Ltd., a “cryptoassets” company, and its founder, Do Hyeong Kwon — orchestrated a multi-billion-dollar fraud involving the development, marketing, and sale of various cryptocurrencies. The SEC’s claims, all brought under the federal securities laws, include a claim that defendants offered and sold unregistered securities, claims that defendants offered and effected transactions in unregistered security-based swaps, and claims that defendants engaged in fraudulent schemes to lead investors astray. One of the alleged fraudulent schemes is that defendants misrepresented that one of Terraform’s crypto asset securities, UST, was permanently pegged to a $1.00 price through an automatic self-stabilizing algorithm, rather than through the intervention of a third-party trading firm with whom defendants struck a secret deal. Another of the alleged fraudulent schemes is that defendants falsely stated that a Korean mobile payment application, Chai, used the Terraform blockchain to process and settle transactions in cryptocurrencies, a lie that defendants concealed by replicating purported Chai transactions on a Terraform server. In support of its fraud claims, the SEC offers two expert witnesses: Dr. Bruce Mizrach and Dr. Matthew Edman. In response, defendants offer three expert witnesses of their own: Dr. Terrence Hendershott (as rebuttal to Dr. Mizrach), Mr. Raj Unny (as rebuttal to Dr. Edman), and Dr. Christine Parlour. Each side moved under Federal Rule of Evidence 702 to exclude the other side’s experts, and the Court, after receiving full briefing, held a “Daubert” hearing on those motions on November 17, 2023, at which it questioned all five putative experts. On November 20, 2023, the Court issued a “bottom-line” order denying defendants’ motions to exclude the testimony of Dr. Mizrach and Dr. Edman, denying the SEC’s motion to exclude the testimony of Dr. Hendershott, and granting the SEC’s motions to exclude the testimony of Mr. Unny and Dr. Parlour. Below, the Court explains the reasons for those rulings. In addition, this Opinion and Order disposes of the parties’ cross-motions for summary judgment, on which the Court received full briefing and held oral argument on November 30, 2023. As the Court explains below, the Court grants summary judgment for the SEC on the claim that defendants offered and sold unregistered securities. The Court grants summary judgment for defendants on the claims involving offering and effecting transactions in security-based swaps. Finally, the Court denies’ both sides’ cross-motions for summary judgment on the fraud claims. I. Factual and Procedural Background Defendant Do Hyeong Kwon, along with an individual named Daniel Shin, founded Terraform Labs Pte. Ltd. (“Terraform”) in April 2018. ECF No. 124 (“Defs.’ Response to SEC 56.1″), at
1-2.1 In April 2019, Terraform and Kwon launched and promoted the Terraform blockchain, which would record and display transactions of cryptocurrency tokens, or crypto assets, across computers in a linked network. Id. 25; ECF No. 126 (“SEC Resp. to Defs.’ 56.1″), at
