SEC ‘reserves its rights’ to challenge Celsius transactions ‘involving crypto assets’

Celsius received permission to convert assets to BTC and ETH from a court on Friday


Artwork by Axel Rangel


In new court documents, Celsius was given the green light to sell or convert some of its crypto holdings starting July 1. 

The debtors of the bankrupt crypto company “may sell or convert any non-BTC and non-ETH cryptocurrency, crypto tokens, or other cryptocurrency assets other than such tokens that are associated with Withhold or Custody accounts…to BTC or ETH” starting July 1.

According to on-chain data from Arkham Intelligence, Celsius has a little over $600 million in crypto. Its two biggest holdings are bitcoin (BTC) and ether (ETH) at nearly $300 million and $117 million respectively. 

It’s unclear, however, how much crypto will be converted to ETH and BTC or sold following Fahrenheit Consortium’s winning bid back in May. As Blockworks previously reported, Fahrenheit is set to take control of $450 million to $500 million worth of liquid crypto as part of the deal.

It also holds roughly $24 million of USDC, and $100 million of its native token, CEL

Celsius debtors noted that they’ve been in discussion with both the SEC and “similar state regulatory agencies.”

In a June 26 filing, the SEC said that it “reserves its rights to challenge transactions involving crypto assets. As we obtain additional information, we will consider regulatory implications and raise them with the Court and the Debtors as appropriate.”

Per the on-chain data, Celsius has $3 million worth of BNB, a token that was recently labeled as a security by the SEC in its lawsuit against Binance. It also has $2.4 million of MATIC — a token labeled as a security in both the Binance suit and the regulatory agency’s lawsuit against Coinbase

Read more: The SEC Says These Crypto Assets Are Securities: Their Reasoning Is Wrong

“Out of an abundance of caution, and without admitting the status of any particular token as a security under U.S. securities laws, the Debtors intend to sell or convert such tokens in compliance with applicable exemptions to U.S. securities laws, including SEC Rule 144 for tokens held by the Debtors for more than one year,” the June 30 filing says.

Rule 144 allows the resale of restricted securities so long as a number of conditions are met — from how they’re sold, to how long they’ve been held and the amount sold. 

The debtors will use “commercially reasonable efforts to maximize the value of the Altcoins to be sold or converted to BTC or ETH.” 

The bankrupt lender is preparing an amended joint Chapter 11 plan in the coming weeks, according to the most recent bankruptcy filing. The plan, “following confirmation, [will] result in the Debtors making certain distributions of cryptocurrency to creditors.”

Celsius declared bankruptcy back in July 2022 following the collapse of the algorithmic stablecoin Terra.

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