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This afternoon in a Washington, D.C., courtroom, lawyers will argue over a seemingly straightforward question: Is Binance.US a client of crypto custody provider Ceffu or not?
Regulators are concerned over the apparent use of Ceffu by the U.S. arm of the world's largest crypto exchange, because they're wary of giving a foreign entity control over American customers' assets.
In June, the Securities and Exchange Commission (SEC) sued Binance.US, the exchange's international arm Binance Holdings and Binance founder Changpeng "CZ" Zhao for allegedly operating an unlicensed securities exchange. The agency is now seeking to ensure American users' assets won't be squirreled overseas before judicial proceedings conclude.
As the case progresses, the parties are making claims that are difficult to reconcile.
'Not a Binance entity'
Ceffu was launched in December 2021, originally as Binance Custody. It rebranded in February 2023, with a new name inspired by Binance's Secure Asset Fund for Users, which was in turn a play on the crypto term SAFU, or "safe," and with a logo now distinct from, if vaguely reminiscent of, Binance's.
At the time, the company's users were assured that this evolving identity wouldn't affect products or user experience – but now it's at the center of legal proceedings, and the custody unit is apparently going one step further, claiming there's no relation to Binance.
In documents filed in August and unsealed in September, the SEC expressed concern that Binance.US' use of Ceffu could breach a previous legal deal intended to ensure only local U.S. staff have access to funds. That agreement prohibits Binance.US from using any other entity affiliated with Binance or Zhao for custody, though it can use third-party U.S.-based providers.
In a Sept. 12 legal filing, Binance.US said the SEC's concerns are "much ado about nothing," as the wallet provider doesn't get control over customer money. Rather than distancing itself from the custodian, it said that Ceffu is merely the market name of wallet custody software that Binance Holdings developed and subsequently licensed to the U.S. arm.
Those claims appear to have been undermined by Ceffu itself, which in a Friday post said it excluded the U.S. from its operations, and that it "strongly reject[s]" the SEC's claim that it provided third-party "wallet custody software and support services" to Binance.US.
Binance.US did not immediately respond to a request for comment on that apparent contradiction.
A spokesperson for Ceffu went further, telling CoinDesk that it is "factually incorrect" that Ceffu was provided by or offered by Binance or Binance Holdings, as it's a "fully independent third-party technology service provider."
"Ceffu is not a Binance entity," said the spokesperson, who refused to identify themselves. "Prior to rebranding in February 2023, our entity was always run independently from Binance activities, and thus fully separate from Binance."
But delving deeper into legal documents suggests a different story. According to its own terms and conditions, Ceffu is known as Bifinity UAB. Bifinity's registration in Lithuania – allowing it to provide crypto exchange and wallet services – is still listed on Binance's website among the various regulatory recognitions Binance holds.
A November 2022 SEC filing describes Zhao, chief executive officer of the Binance group, as Bifinity's sole shareholder, and says that two of Bifinity's three board members also worked for Binance. A June affidavit filed by the SEC says the company is still ultimately owned by Zhao.
It's just possible that Ceffu – after its February rebrand – also made a clean break from the Binance mothership, and that Binance.US has indeed had no dealings with that newly independent company or its products. A spokesperson for Ceffu would not discuss its current ownership or management.
But if Ceffu has significantly changed governance over recent months, that's left no trace on the public record. The SEC, and indeed Ceffu's institutional users, could be forgiven for feeling confused about the company's exact status.