EFiled: Feb 07 2024 10:24PM EST

Transaction ID 71985340
Case No. 2024-0109-
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

GIBF GP, Inc. d/b/a BITCOIN

LATINUM and DONALD BASILE,

Plaintiffs,
C.A. No. ______________
v.

CYRUS FARIVAR

Defendant.

COMPLAINT

GIBF GP, Inc. d/b/a Bitcoin Latinum (“Latinum”) and Donald Basile

(“Basile”) (collectively referred to as “Plaintiffs”), by and through undersigned

counsel, as and for their complaint against Cyrus Farivar (“Farivar” or “Defendant”),

alleges as follows:

NATURE OF THE ACTION

1. Plaintiff Latinum is the distributor of Bitcoin Latinum Tokens

(“Tokens” or “Bitcoin Latinum”), which are “next-generation Bitcoin blockchain-

based token[s], capable of massive transaction volume, digital asset management,

cybersecurity, and transaction capacity.”

2. On November 30, 2022, Forbes.com published an article written by

Defendant Farivar entitled “A Cryptocurrency Named After The Fictional Money In

Star Trek Is ‘Worthless’ And ‘A Scam,’ New Lawsuit Alleges” (the “Article”). The

Article is attached as Exhibit A.

3. The Article contains statements and assertions of fact which are

knowingly false and which constitute imputations of a crime and/or a specific

misdoing affecting Plaintiff Latinum’s and Plaintiff Basile’s business, trade or

profession.

4. The article discusses a meritless lawsuit filed against Plaintiff Latinum

and Plaintiff Basile in the United States District Court for the Central District of

California by Arshad Assofi (“Assofi”), an investor in Tokens. See Assofi v. Basile,

Case No. 2:22-cv-8313-GW-E (C. D. Cal.).

5. The Article contains statements which insinuate and lead the reader to

believe that Assofi’s allegations against Plaintiff Latinum and Plaintiff Basile are

factual and correct, and which statements are not couched as the opinion of the

author, but rather, are presented as fact, and therefore do not fall under any applicable

privilege.

6. The statements contained in the Article are libelous per se because they

are affirmative imputations that Plaintiff Latinum and Plaintiff Basile have

committed a crime under federal deceptive trade practices and/or fraud laws, which

imputation directly affects Plaintiff Latinum’s and Plaintiff Basile’s business, trade

or profession.
 7. Plaintiff Latinum and Plaintiff Basile are entitled to an Order

compelling Defendant to remove the Article from any website or other publication

through which the Article may currently be accessed, and compelling Defendant to

issue a retraction and correction of the Article.

THE PARTIES

8. Plaintiff Latinum is a corporation duly organized and existing under the

laws of the State of Delaware, with a registered agent located at 1209 North Orange

Street, Corporation Trust Center, Wilmington, County of New Castle, DE.

9. Plaintiff Basile is an individual who is a citizen of the state of

California. Plaintiff Basile is the founder and CEO of Plaintiff Latinum.

10. Defendant Farivar is an individual who is a citizen of the State of

California. Defendant Farivar is the author of the Article described below.

JURISDICTION

11. This Court has subject matter jurisdiction under 10 Del. C. § 341.

12. Personal jurisdiction over Defendant Farivar is proper pursuant to 10

Del. C. § 3104(c)(1) and (4) because, among other things, Defendant Farivar caused

tortious injury in the State by an act or omission outside the State and regularly does

or solicits business, engages in other persistent courses of conduct in the State, and

derives substantial revenue from services, or things used or consumed in the State.
 FACTUAL BACKGROUND

A. Bitcoin Latinum.

13. Bitcoin Latinum was conceived by its founder, Plaintiff Basile, in 2019

as the next generation of cryptocurrency.

14. Bitcoin Latinum was designed to make Bitcoin a more energy efficient,

bank-less, and peer-to-peer electronic cash system. Based on the source code,

protocol, and algorithm of Bitcoin, Bitcoin Latinum is an open architecture

cryptocurrency technology capable of handling large transaction volumes,

cybersecurity, and digital asset management. The goal of Bitcoin Latinum was and

is to enhance the Bitcoin code to operate with higher security, increased transactional

speed, higher reliability, and lower transaction cost.

15. In addition, Bitcoin Latinum takes a groundbreaking green initiative to

achieve a net-zero carbon footprint by deploying a Power-friendly Proof of State

(“PoS”) consensus algorithm. It is in accordance with the project’s commitment to

sustainable environmental practices and support of the Crypto Climate Accord.

16. Furthermore, Bitcoin Latinum creates a decentralized financial network

for efficient and secure digital asset transactions for media, gaming, cloud

computing, and telecommunications.

 17. Bitcoin Latinum uses an advanced version of PoS mechanism to

counter the inherent problems of Proof of Work (“PoW”) based networks. PoS

mining will enable Bitcoin Latinum holders to earn rewards for holding their Tokens

as collateral to state on the Bitcoin Latinum network. The mining incentives are

proportional to the number of Tokens a staker holds.

18. Bitcoin Latinum offers a highly scalable network that supports millions

of transactions per day to facilitate retail transactions. With the PoS consensus

method, Bitcoin Latinum ensures the network facilitates more transactions per

minute at lower transaction fees.

19. Bitcoin Latinum is designed to be asset-backed, meaning that its

potential asset backing is held in a fund model so that the base asset value increases

over time. Bitcoin Latinum accelerates this asset-backed funds growth by depositing

80% of all transaction fees back in to the asset fund. As more and more people and

businesses trust and use Bitcoin Latinum, the asset-backed fund continues to grow,

further securing the Tokens’ value.

20. Under any successful model, Bitcoin Latinum’s success turns on its

reliability, security, and its trustworthiness in the marketplace. Bitcoin Latinum’s

reputation is paramount in this regard.

B. Latinum’s efforts to raise funding for Bitcoin Latinum.

 21. In September and October of 2021, Latinum offered to certain

accredited investors the option to pre-purchase Tokens at a pre-determined price (the

“SAFT Offering”). The SAFT Offering was available through Latinum’s website

which would then direct the potential investor to confirm that the investor was

accredited and that the investor signed and delivered a Simple Agreement for Future

Tokens (“SAFT”).

22. In order to pre-purchase the Tokens, the accredited investor had to

affirm that:

Investor is: (i) an “accredited Investor” as such term is defined in Rule 501(a)
of Regulation D under the Securities Act; or (ii) not a U.S. person within the
meaning of Rule 902 of Regulation S under the Securities Act. The Investor
has been advised that this SAFT is a security that has not been registered under
the Securities Act, or any state securities laws and, therefore, cannot be resold
unless registered under the Securities Act and applicable state securities laws
or unless an exemption from such registration requirements is available. The
Investor is purchasing this security instrument for his, her or its own account
for investment, not as a nominee or agent, and not with a view to, or for resale
in connection with, the distribution thereof, and the Investor has no present
intention of selling, granting any participation in, or otherwise distributing the
same. The Investor has such knowledge and experience in financial and
business matters that the Investor is capable of evaluating the merits and risks
of such investment, is able to incur a complete loss of such investment without
impairing the Investor’s financial condition, and is able to bear the economic
risk of such investment for an indefinite period of time. The Investor further
represents that he, she or it has been provided the opportunity to ask the
Company questions, and where applicable, has received answers from the
Company, regarding the SAFT Offering and this SAFT

23. Although investors had the right to pre-purchase the Tokens, the

Tokens would not be released by Latinum to individual investors until certain

milestones were reached and Latinum, in its sole discretion, chose to release the

Tokens.

24. As of the date of the filing of this complaint, Latinum has not reached

the required milestones and has not released any of the pre-purchased Tokens to any

individual investors.

C. The Assofi lawsuit.

25. On November 14, 2022, Assofi filed a complaint against Plaintiffs in

the United States District Court for the Central District of California. See Assofi v.

Basile, Case No. 2:22-cv-8313-GW-E (C. D. Cal.).

26. Assofi was an investor in the SAFT Offering — Assofi made a series

of five (5) investments in the pre-purchase of Tokens, each memorialized by a

separate SAFT.

27. In executing the SAFTs, investors such as Assofi agreed to exchange

the payment of money for “the right to receive tokens to be issued in the future via

a Bitcoin Blockchain Hard Fork, which will generate a new set of cryptographic

tokens . . . .”

28. Assofi, apparently wanting to back out of the SAFTs that he executed,

filed his Complaint on November 14, 2022 (the “Assofi Complaint”).

 29. The Asofi Complaint makes baseless and patently false accusations

regarding supposed representations made by Plaintiff Basile to entice Assofi to

invest in the SAFT Offering.

30. The Assofi Complaint, and in turn the Article, falsely claims that

Plaintiff Basile met with Assofi in June of 2021 and made representations to Assofi

to the effect that Bitcoin Latinum was a project that received $20 million from the

producers of Star Trek. The Article also quotes the Assofi Complaint and refers to

Bitcoin Latinum as “worthless” and a “scam.”

31. On November 29, 2022, Plaintiffs filed a Motion to Dismiss the Assofi

Complaint for failure to state a claim upon which relief can be granted. At the same

time Plaintiffs prepared and served a Motion for Sanctions on Assofi and his counsel

pursuant to Fed.R.Civ.P. 11.

32. On December 16, 2022, rather than responding to Plaintiffs’ Motion to

Dismiss, Assofi re-filed the Assofi Complaint in substantially the same form as the

original Assofi Complaint (the “Assofi Amended Complaint”).

33. On December 22, 2022, Plaintiffs filed a Motion to Dismiss the Assofi

Amended Complaint for failure to state a claim upon which relief can be granted.

34. As of the date of the filing of this complaint, Plaintiffs’ Motion to

Dismiss the Assofi Amended Complaint is currently pending.

D. The Article.
 35. On November 21, 2022 Forbes.com published the Article written by

Defendant Farivar which is the subject of this complaint.

36. The Article contains numerous false and defamatory statements of fact

about the Plaintiffs.

37. Specifically, following a discussion of how the producers of Star Trek

were not aware of the Bitcoin Latinum Token, the article states: “[t]he world of

cryptocurrency is awash with scammers and companies that don’t have actual

products.”

38. This statement insinuates, and leads the reader to believe, that Plaintiffs

do not have “actual products.” This insinuation is an affirmative imputation that

Plaintiffs have committed a crime under federal deceptive trade practices and/or

fraud laws. This statement is also an affirmative imputation that Plaintiffs will not

provide a product or service to their customers. This imputation directly affects

Plaintiffs’ business, trade or profession.

39. The Article also states: “[a]n investor in a scarcely-known

cryptocurrency called Bitcoin Latinum — named for a type of money that exists only

in the fictional Star Trek universe — says that he was defrauded out of more than

$15 million.” This statement is not true.

40. This statement and leads the reader to believe, that Latinum, or the

Bitcoin Latinum Tokens, are not real, or that the Bitcoin Latinum Tokens are
“fictional” currency. This insinuation is an affirmative imputation that Plaintiffs

have committed a crime under federal deceptive trade practices and/or fraud laws.

This statement is also an affirmative imputation that Plaintiffs will not provide a

product or service to their customers. This imputation directly affects Plaintiffs’

business, trade or profession.

FIRST CAUSE OF ACTION

Libel per se

41. Plaintiffs incorporate by reference all paragraphs above as if fully set

forth herein.

42. Defendant made false and defamatory statements of fact about

Plaintiffs Basile and Latinum, that implicated that Plaintiffs Basile and Latinum had

committed fraud and committed other crimes, such as violations of Federal

Securities statutes.

43. The false and defamatory statements of fact about Plaintiffs Basile and

Latinum referenced above were published in writing for the general public to

consume.

44. The false and defamatory statements indicate that Plaintiffs were

engaged in criminal activity or that their behavior was incompatible with the proper

conduct of their business, trade or profession.

45. The statements made by Defendant charged the Plaintiffs with a serious

crime and tended to injure the Plaintiffs in their trade, business or profession.
 46. Defendant knew or should have known that the statements were

actually false.

47. As a direct result of the false and defamatory statements made by

Defendant, Plaintiffs have been damaged in loss in value of the Tokens, and damages

to their reputation and trade, in an amount well in excess of $75,000.00.

PRAYER FOR RELIEF

WHEREFORE, Plaintiffs GIBF GP, Inc., d/b/a Bitcoin Latinum and Donald

Basile demand judgment against Defendant Cyrus Farivar, compelling Defendant in

equity to remove the Article from any website or other publication through which

the Article may currently be accessed, compelling Defendant to issue a retraction

and correction of the Article, for any and all actual damages, consequential damages,

compensatory damages, and punitive damages in an amount to be determined at trial,

as well as all attorney’s fees and costs, and such other and further relief as the Court

deems equitable and just.

COOPER LEVENSON, P.A.

Attorneys for Plaintiffs GIBF GP, Inc., d/b/a
Bitcoin Latinum and Donald Basile

Dated: February 7, 2024 By: /s/ Holly M. Whitney

Holly M. Whitney, Esquire (No. 3881)
1201 N. Orange Street, Suite 713
Wilmington, DE 19801
(302) 838-2600
[email protected]
 EFiled: Feb 07 2024 10:24PM EST
Transaction ID 71985340
Case No. 2024-0109-

EXHIBIT
A
12/2/22, 9:12 AM A Cryptocurrency Named After The Fictional Money In Star Trek Is ‘Worthless’ And ‘A Scam,’ New Lawsuit Alleges

INNOVATION EDITORS' PICK

A
Cryptocurrency
Named After
The Fictional
Money In Star
Trek Is
‘Worthless’
And ‘A Scam,’
New Lawsuit
Alleges
Cyrus Farivar Forbes Staff
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Senior Writer, Tech & Innovation

0 Nov 30, 2022, 03:18pm EST

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12/2/22, 9:12 AM A Cryptocurrency Named After The Fictional Money In Star Trek Is ‘Worthless’ And ‘A Scam,’ New Lawsuit Alleges

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CONCEPT BY FERNANDO CAPETO; ILLUSTRATION BY GRACELYNN WAN FOR

FORBES

The complaint says the Bitcoin Latinum

founder lured an investor in with the
promise that the producers of Star Trek
had already invested $20 million.

An investor in a scarcely-known cryptocurrency

called Bitcoin Latinum — named for a type of
money that exists only in the fictional Star Trek
universe — says that he was defrauded out of
more than $15 million.

A lawyer for the investor, Arshad Assofi, wrote in

a new lawsuit submitted earlier this month that
the cryptocurrency, which claimed to be “greener”
and “faster” than conventional bitcoins, is
“worthless” and a “scam.” The attorney also stated
in his complaint that Assofi was told by Bitcoin
Latinum’s founder, Don Basile, that the project
had received “$20 million from the producers of
Star Trek,” among other alleged investors that did
not exist.
https://www.forbes.com/sites/cyrusfarivar/2022/11/30/a-cryptocurrency-named-after-the-fictional-money-in-star-trek-is-worthless-and-a-scam-new-laws… 2/5
12/2/22, 9:12 AM A Cryptocurrency Named After The Fictional Money In Star Trek Is ‘Worthless’ And ‘A Scam,’ New Lawsuit Alleges

Paramount, the production company behind the

famed science fiction series and its numerous
spinoffs, denied any connection to the
cryptocurrency.

“No one is familiar with this claim or with this

‘Bitcoin Latinum,’” emailed Jennifer Verti, a
Paramount spokesperson. “This is not something
that Star Trek is officially involved in at all.”

Meanwhile, Carlos Nevarez, the director of

marketing for Bitcoin Latinum, told Forbes by
phone that Basile never asserted an investment
from Star Trek producers. Nevarez added that
Assofi’s allegations of fraud are “completely false.”

“As far as I know, [Assofi] bought coins and the

coins lost value,” he said.

Eugene Rome, Assofi’s attorney, declined Forbes’

request for comment.

The world of cryptocurrency is awash with

scammers and companies that don’t have actual
products. In 2021, Gary Gensler, the head of the
Securities and Exchange Commission, said that
the crypto world is “rife with fraud, scams, and
abuse.”

Bitcoin Latinum has been endorsed by Phil

Hellmuth, a well-known professional poker
player. He has been photographed numerous
times at poker tables wearing Bitcoin Latinum-
emblazoned baseball caps. Consequently, the

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12/2/22, 9:12 AM A Cryptocurrency Named After The Fictional Money In Star Trek Is ‘Worthless’ And ‘A Scam,’ New Lawsuit Alleges

cryptocurrency has garnered some attention in

the professional poker community.

Basile previously served as CEO for two tech

startups — Violin Memory and Fusion-IO — over
a decade ago. More recently, Basile founded
Roman DBDR, a SPAC based in Las Vegas, among
other ventures.

Bitcoin Latinum and Basile were previously sued

twice earlier this year by two groups of other
separate aggrieved investors who also claimed
similar securities fraud in cases filed in federal
courts in Michigan and northern California.

While the northern California lawsuit has since

been withdrawn, the Michigan case remains
ongoing. Attorneys for Bitcoin Latinum wrote in a
court filing last month in the Michigan case that
the company did not violate any securities law
and “denied that the Plaintiffs have been damaged
by any conduct of the Defendant.”

In an undated statement on its website that

appears to have been written in early 2022,
Bitcoin Latinum called these lawsuits “frivolous.”
In new court papers submitted Tuesday, Bitcoin
Latinum’s attorneys indicated that they would file
a motion to dismiss the case brought by Assofi.

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