govinfo:USCOURTS-azd-3_21-cv-08197-2

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WO 
 
 
 
 
IN THE UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF ARIZONA 
 
 
Ryan Cox, 
 
Plaintiff, 
 
v. 
 
CoinMarketCap OpCo LLC, et al., 
 
Defendants. 
No. CV-21-08197-PCT-SMB 
 
ORDER 
 
 
 
Before the Court are three separate motions to dismiss Plaintiff’s Complaint (Doc. 
1.) F irst is Defendant BAM Trading Services Inc.’s (“Binance.US”) Motion to Dismiss 
(“MTD”). (Doc. 70.) Plaintiff filed a Response (Doc. 74) , and Binance.US filed a Reply 
(Doc. 76). Second is Defendants Binance Capital Management Co., Ltd., (“BCM”) 
Changpeng Zhao, Yi He, and Ted Lin’s (“Binance Individual Defendants”) MTD. (Doc. 
71.) Plaintiff filed a Response (Doc. 73) , and a Reply was filed (Doc. 78). Last is 
CoinMarketCap Opco, LLC’s (“Co inMarketCap”) MTD. (Doc. 72.) Plaintif f filed a 
Response (Doc. 75), and CoinMarketCap filed a Reply (Doc. 77). Oral argument was held 
on February 10, 2023. After considering the parties’ arguments and the applicable law, the 
Court will grant all three motions to dismiss for the reasons discussed below. 
I. BACKGROUND 
 This case involves the alleged artificially suppressed ranking of the HEX 
cryptocurrency on CoinMarketCap’s website . Plaintiff filed this class action lawsuit, 
alleging that from September 27, 2020 , to the present (“the Suppression Period”), the 

 
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Defendants “artificially suppress[ed]” the value of HEX by “artificially inflat [ing]” the 
value of other cryptocurrencies. (Doc. 1 at 2 ¶ 3, 22 ¶ ¶ 90–94.) Plaintiff file d the 
Complaint “on behalf of all persons who sold HEX during the Suppression Period which 
they had acquired prior to the Suppression Period.” ( Id. at 27 ¶ 146) (emphasis omitted). 
Specifically, Plaintiff allege s the following: (1) a private right of action a gainst all 
Defendants under the Commodity Exchange Act “CEA” for manipulation of commodity 
prices and provision of false, misleading, or knowingly inaccurate reports tending to affect 
the price of commodities ( see 7 U.S.C. §§ 9(1), 9(3), 13(a)(2)); (2) str ict liability against 
Defendants BCM and Binance.US for violations of the CEA; (3) violation of the Arizona 
Consumer Fraud Act against all corporate Defendants; (4) control person liability for 
violations of the Arizona Consumer Fraud Act (“ACFA”) against all Defendants except 
CoinMarketCap; and (5) an antitrust claim against all corporate defendants. (Id. at 29–42, 
¶¶ 157–262.) 
Plaintiff alleges that Defendant CoinMarketCap is a coin ranking website owned by 
Defendant Binance Capital Mgmt. Co., Ltd. —a cryptocurrency exchange.1 (Id. at 2 ¶ 5.) 
Plaintiff further alleges that Binance.US is the U.S. affiliate of BCM, and that both are 
affiliated with CoinMarketCap. (Id.) Plaintiff also names the following individuals as 
Defendants: (1) Changpen g Zhao, Binance’s Chief Executive Officer; Yi He, Binance’s 
Chief Marketing Officer; (3) Ted Lin, Binance’s Chief Growth Officer; and (4) Catherine 
Coley, Binance.US’s Chief Executive Officer from its inception to May 2021. (Id. at 8–
11.) 
 Plaintiff alleges CoinMarketCap’s historical rankings show HEX was ranked as the 
20th top cryptocurrency as recently as September 20, 2020, and “was in line with 
CoinMarketCap.com’s estimation of H EX’s market cap.” ( Id. at 22 ¶ 92.) However, 
Plaintiff contends by Septe mber 27, 2020, the Suppression Period began when HEX’s 
ranking dropped to number 201 and has remained locked ever since. ( Id. ¶¶ 90 –94.) 
 
1 As discussed later, BCM states it is not a cryptocurrency exchange and Plaintiff is 
confusing BCM with Binance Holding Ltd., which is a cryptocurrency exchange. Plaintiff 
never disputes this confusion. 

 
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Because top ranked cryptocurrencies appear higher on CoinMarketCap’s homepage for 
purchase, Plaintiff assert s that HEX’s locked ranking has caused HEX to trade at lower 
prices due to consumers needing to scroll further down the list. (Id. ¶¶ 96–98.) 
 Plaintiff asserts that HEX should have been ranked 3rd in size by CoinMarketCap 
in part because Nomics, a smaller cryptocurrency ranking site, estimated HEX’s true 
market cap at $85.3 billion as of July 21, 2021 —also noting its rankings between 4th and 
10th in size from sm aller ranking websites. ( Id. at 23 ¶ 106, 24 ¶ 113.) Plaintiff asserts 
CoinMarketCap instead estimated HEX at just over $25.6 billion, and that even with that 
estimation, HEX should have been ranked 6th in size, not 201st. ( Id. at 23 ¶¶ 108 –111.) 
In contrast, Plaintiff alleges B CM overvalued the cryptocurrencies it issued and owned. 
Plaintiff allege s BCM issued BinanceCoin and BinanceUSD , which CoinMarketCap 
ranked as the 4th and 10th largest cryptocurrencies, respectively, as of July 21, 2021. (Id. 
at 23 ¶¶ 99–100, ¶¶ 102–03, 105.) Still, Plaintiff concedes that “some other websites that 
allow users to buy cryptocurrencies also present [HEX] in the order they are found in 
CoinMarketCap.com’s market cap rankings.” (Id. ¶ 112.) 
 Ultimately, Plaintif f alleges that: (1) Defendant CoinMarketCap’s failure to 
properly rank HEX has artificially suppressed its value to Plaintiff’s detriment; (2) if HEX 
had been ranked higher, consumers would have purchased HEX over other 
cryptocurrencies, including Binances’ cryptocurrencies; (3) this artificial suppression has 
provided a financial benefit to all named Defendants; and (4) the erroneous ratings have 
improperly inflated the value of cryptocurrencies ranked above HEX, including Binances’ 
cryptocurrencies. (Id. at 24 ¶¶ 114–18.) 
 Plaintiff’s claims also rely on the theory that the Defendants artificially suppressed 
the value of HEX to serve their own financial interests. Plaintiff alleges that “all Individual 
Defendants have large holdings of Bitcoin, Binance Coin, Binance USD, and other 
cryptocurrencies,” but hold no units of HEX. (Id. at 25 ¶¶ 130, 133.) Plaintiff argues that 
Defendants’ ownership of Bitcoin is problematic because HEX was designed as an 
alternative to Bitcoin’s model, so if HEX succeeds, Bitcoin’s value decreases. (Id. ¶ 131.) 

 
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Plaintiff further alleges that “[r]ecognizing the threat that HEX posed, just prior to the 
beginning of the Suppression Period, Binance launched Binance Smart Chain. . . . Thus, 
Binance Coin became a direct competitor of HEX.” ( Id. at 26 ¶ 137.) Finally, Plaintiff 
alleges that: (1) HEX’s creator has been a vocal critic of Binance and CoinMarketCap; (2) 
“Persons with a close connection to CoinMarketCap.com have also expressed a personal 
dislike of HEX’s creator”; (3) Binance and its named principals are financially incentivized 
to create the highest demand for BinanceCoin and BinanceUSD ; and (4) not only have 
Defendants’ actions made it challenging for HEX’s model to succeed, they also financially 
benefit from BinanceCoin and the Binance Smart Chain’s adoption through investors. (Id. 
at 23 ¶ 104, 27 ¶¶ 141–44.) 
 Binance.US, BCM, the Binance Individual Defendants, and CoinMarketCap all 
move to dismiss Plaintiff’s Complaint for lack of personal jurisdiction, and failure to state 
a claim. (Doc s. 70 at 8 ; 71 at 2; 72 at 2 .) BCM and the Binance Individual Defendants 
also move to dismiss for insufficient service of process on Binance Individual Defendants. 
(Doc. 71 at 2.) 
II. LEGAL STANDARD 
 Pursuant to Federal Rule of Civil Procedure (“Rule”) 12(b)(2), a defendant may 
move to dismiss a complaint prior to trial for lack of pe rsonal jurisdiction. After a 
defendant files a motion to dismiss for lack of personal jurisdiction, the plaintiff has the 
burden of proving jurisdiction is satisfied. Schwarzenegger v. Fred Martin Motor Co., 374 
F.3d 797, 800 (9th Cir. 2004). Personal jurisdiction exists through either general or specific 
jurisdiction. Cybersell, Inc., v. Cybersell, Inc., 130 F.3d 414, 416 (9th Cir. 1997). 
General personal jurisdiction is established when a defendant has “continuous and 
systematic” contacts with the f orum state. Goodyear Dunlop Tires Ops., S.A. v. Brown , 
564 U.S. 915, 919 (2011) (quoting Int’l Shoe Co. v. Washington, 326 U.S. 310, 317 (1945)). 
This is an “exacting” standard, and the defendant’s forum contacts must be so pervasive 
they “approximate ph ysical presence” in the state. Schwarzenegger, 374 F.3d at 801. 
Therefore, “only in an exceptional case will general jurisdiction be available anywhere 

 
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other than the corporation’s place of incorporation and principal place of business.” LNS 
Enters. LLC v. Cont’l Motors Inc. , 464 F. Supp. 3d 1065, 1072 (D. Ariz. 2020) (cleaned 
up), aff’d 22 F.4th 852 (9th Cir. 2022); see also Daimler AG v. Bauman, 571 U.S. 117, 137 
(2014) (general jurisdiction exists over a company that is incorporated in or has its principal 
place of business in the forum). Doing business in a state alone does not rise to establishing 
general personal jurisdiction in the forum, see Hendricks v. New Video Channel Am., LLC, 
No. 2:14-CV-02989-RSWL-SSx, 2015 WL 3616983, at *3 (C.D. Cal . June 8, 2015), nor 
does registering or being licensed to do business in a state . Wal-Mart Stores, Inc., v. 
LeMaire, 395 P.3d 1116, 1118 –19, 1121–22 (Ariz. Ct. App. May 11, 2017) (to “confer 
general jurisdiction over every foreign corporation with a large commercial presence in 
Arizona” would be “neither fair, rational nor consistent with” precedent). 
 To satisfy specific personal jurisdiction in the Ninth Circuit, the following three 
conditions must be satisfied: 
(1) The non -resident defendant must purp osefully direct his activities or 
consummate some transaction with the forum or resident thereof; or perform 
some act by which he purposefully avails himself of the privilege of 
conducting activities in the forum, thereby invoking the benefits and 
protections of its law; 
(2) the claim must be one which arises out of or relates to the defendant’s 
forum-related activities; and 
(3) the exercise of jurisdiction must comport with fair play and substantial 
justice, i.e., it must be reasonable. 
LNS Enters. LLC , 464 F. Supp. 3d at 1072 (quoting Freestream Aircraft (Berm.) Ltd. V. 
Aero Law Grp., 905 F.3d 597, 603 (9th Cir. 2018)). Plaintiff bears the burden of meeting 
the first two prongs, and if proven, the burden shifts to the defendants to demonstrate the 
last prong. Morrill v. Scott Fin. Corp., 873 F.3d 1136, 1142 (9th Cir. 2017). 
III. DISCUSSION 
 A. Personal Jurisdiction Over Binance.US 
 Binance.US raises numerous arguments as to why it does not belong in this suit. 
These arguments include: (1) Binance.US is not incorporated in Arizona, nor is its principal 
place of business in Arizona; (2) Plaintiff has not demonstrated that Binance.US h as had 

 
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minimum contacts with Arizona; and (3) “operating a national website which directed 
unidentified users from unidentified states to CoinMar ketCap does not establish personal 
jurisdiction in Arizona.” (Doc. 70 at 9.) Binance.US notes that Plaintiff has not even 
alleged its place of incorporation or principal place of business. (Id. at 11.) Concurrently, 
Binance.US requests judicial notice that it is incorporated in Delaware with a California 
principal place of business. ( Id.) (citing 70 -2.) After reviewing the evidence submitted, 
and with no objection from Plaintiff, the Court will take judicial notice as to these two 
facts. To otherwise establish general personal jurisdiction, Plaintiff had to allege that 
Defendant’s contacts with Arizona “are so constant and pervasive as to render it essentially 
at home” in the state. Martinez v. Aero Caribbean, 764 F.3d 1062, 1066 (9th Cir. 2014). 
Plaintiff makes no such arguments, raising only arguments for specific jurisdiction. 
Accordingly, the Court finds it cannot exercise general jurisdiction over Binance.US. 
1. Personal Jurisdiction Under the CEA 
Plaintiff argues that the Court has personal jurisdiction under 7 U.S.C. § 25(c) , 
regardless of Binance.US’s minimum contacts with Arizona. Specifically, Plaintiff argues 
the CEA allows actions to be brought where the act or transaction constituting the violation 
occurred. See 7 U.S.C. § 25(c). Alleging such a violation occurred in Arizona, Plaintiff 
argues that minimum contacts are not required in federal question cases. See Warfield v. 
Alaniz, 453 F. Supp. 2d 1118, 1127 –29 (D. Ariz. 2006 ) (finding a securities statute 
authorizing nationwide service of process established personal jurisdiction over 
defendants). The CEA statute reads: 
Any action brought under subsection (a) of this section may be brought in 
any judicial district wherein the defendant is found, resides, or transacts 
business, or in the judicial district wherein any act or transaction constituting 
the violation occurs. Process in such action may be served in any judicial 
district of which the defendant is an inhabitant or wherever the defendant 
may be found. 
7 U.S.C. § 25(c) (emphasis added). 
Plaintiff cites three cases to assert that the CEA’s nationwide service of process 
provision provides this Court personal jurisdiction over Binance.US. None of these cases 

 
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discuss the CEA . See Warfield, 453 F. Supp. 2d at 1127–29 (discussing personal 
jurisdiction in the context of the Federal Securities and Exchange Acts); Bulgo v. Munoz, 
853 F.2d 710, 713 (9th Cir. 1988) (same); Go-Video, Inc., Akai Elec. Co., Ltd. , 885 F.2d 
1406, 1414 (9th Cir. 1989) (discussing the Clayton Act). 
 The Second Circuit has addressed this issue under the CEA, providing persuasive 
authority that th is Court must first consider 7 U.S.C. § 25(c)’s venue provision by 
considering Defendant’s minimum contacts before considering the national service of 
process provision. See Fire & Police Pension Ass’n of Colo. v. Bank of Montreal , 368 F. 
Supp. 3d 681, 695 n.11 (S.D.N.Y 2019) (discussing 7 U.S.C. § 25(c) and noting that “[n]o 
party has addressed the relationship between the venue provision and the service of process 
provision, and defendants have not challenged this District’s venue. Accordingly, this 
Court considers whether plaintiffs have made a prima facie showing that defendants’ 
national contacts are sufficient for this Court to exercise personal jurisdiction.” (quoting 
Sullivan v. Barclays PLC , 13-CV-2811 (PKC), 2017 WL 685570, at *42 (S.D.N.Y. Feb. 
21, 2017))). 
 Binance.US does raise arguments regarding the statute’s relating venue and service 
of process provisions, and objections to the Distri ct of Arizona being the proper venue. 
Binance.US argues that 7 U.S.C. § 25(c) requires that the venue provision be satisfied 
before the national service provision may be executed. The Court agrees. In the statute, 
the venue provision comes first, allowing actions to be “brought in any judicial district 
wherein the defendant is found, resides, or transacts business, or in the judicial district 
wherein any act or transaction constituting the violation occurs.” 7 U.S.C. § 25(c). The 
national service provi sion follows and reads, “[p]rocess in such action may be served in 
any judicial district of which the defendant is an inhabitant or wherever the defendant may 
be found.” Id. (emphasis added). The statute requires plaintiffs to first satisfy the venue 
provision, meaning Plaintiff must establish Binance.US has had sufficient minimum 
contacts with Arizona for this Court to exercise personal jurisdiction. See Fire & Police 
Pension, 368 F. Supp. 3d at 695 n.11. Plaintiff cannot rely on the national service provision 

 
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to establish personal jurisdiction. 
2. Specific Personal Jurisdiction 
a. Prong One 
Plaintiff must demonstrate that Binance.US purposefully directed activities towards 
Arizona or purposefully availed itself to the benefits and protection of Arizona’s laws. See 
LNS Enters. LLC , 464 F. Supp. 3d at 1072. To do so , Plaintiff must show that (1) 
Binance.US committed an intentional act that was (2) expressly aimed at Arizona, and that 
(3) the act caused harm t hat Defendant knew would likely be suffered in Arizona. See 
Calder v. Jones, 465 U.S. 783, 789–790 (1984). To prove an intentional act, Plaintiff must 
demonstrate “an intent to perform an actual, physical act in the real world, rather than an 
intent to accomplish a result or consequence of that act.” Schwarzenegger, 374 F.3d at 
806. “Evidence of availment is typically action taking place in the forum that invokes the 
benefits and protections of the laws in the forum.” Pebble Beach Co. v. Caddy, 453 F.3d 
1151, 1155 (9th Cir. 2006). 
Plaintiff claims Binance.US committed an intentional act by providing “false 
statements on its website by directing users to CoinMarketCap.Com’s website,” and 
authorizing CoinMarketCap to “proceed on its behalf as a subsidiary and marketing 
channel in dereliction of regulation requirements .” (Docs. 1 at 30 ¶ 164, 32 ¶ 183; 74 at 
16.) Binance.US does not argue or dispute this factor . The Court therefore finds that 
Binance.US committed an intentional act by operating in the United States and allowing 
CoinMarketCap’s rankings on its website. Schwarzenegger, 374 F.3d at 806. 
Next, Plaintiff must demonstrate that these acts were intentionally directed at 
Arizona. “[T]he Ninth Circuit has consistently found that ‘a mere web presence is 
insufficient to establish personal jurisdiction.’” Boehm v. Airbus Helicopters Inc. , 527 F. 
Supp. 3d 1112, 1120 (D. Ariz. 2020) (quoting Holland Am. Line Inc. v. Wartsila N. Am., 
Inc., 485 F.3d 450, 459 (9th Cir. 2007)). Likewise, corporations do not purposefully avail 
themselves to a specific forum by “passively target[ing] potential and existing customers 
across North America.” Id. It follows that personal jurisdiction is not established when a 

 
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defendant is “operating a website that Arizonans could access, especially when Arizonans 
were not using the website disproportionally and were not singled out for solicitation.” 
Malcomson v. IMVU, Inc. , No. 1 CA -CV 18-0596, 2019 WL 2305013, at *3 (Ariz. Ct. 
App. May 30, 2019); see also Cybersell, 130 F.3d at 418 (finding that a website “simply 
was not aimed intentionally at Arizona”). 
Plaintiff argues Binance.US’s intentional act was directed at Arizona because in 
addition to operating a website accessible by Arizonans, “Binance.US sought and obtained 
licensure as a money transmitte r from the Arizona Department of Financial Institutions.” 
(Doc. 74 at 16 (citations omitted)). Furthermore, Plaintiff notes that Binance.US operates 
legally in Arizona despite being banned in other states. Binance.US counters that operating 
a website accessible to Arizona residents does not constitute an express or intentional act 
directed at Arizona. 
The Court notes that Plaintiff alleges no facts t o suggest Arizona is being 
specifically targeted or that Binance.US purposefully availed themselves . Plaintiff’s 
allegations demonstrate that Biance.US operates its website nationwide, except for an 
alleged seven states that banned it. (See Doc. 1 at 11 ¶ 44.) Similarly, merely complying 
with Arizona law does not qualify as intentionally targeting the forum . Binance.US is 
responsible for complying with the laws of every state its website is accessible, and Plaintiff 
has failed to allege any intentional acts of Binance.US being conducted in Arizona outside 
the accessibility of its website—which contains a recommendation for 
CoinMarketCap.com. For these reasons, the Court finds Plaintiff failed to satisfy factor 
two of the Calder test. See Boehm, 527 F. Supp. 3d at 1120. 
Even if the Court had found there was enough to show an intentional act directed at 
the forum, Plaintiff still failed to allege that Binance.US knowingly caused Plaintiff harm 
in Arizona. Calder’s third factor is satisfied when a defendant’s intentional act has 
foreseeable effects or consequences in the forum. Bancroft & Masters, Inc. Augusta Nat’l 
Inc., 223 F.3d 1082, 1087 (9th Cir. 2000). The forum need not suffer the “brunt” of the 
harm either because “[i]f a jurisdictionally sufficient amount of harm is suffered in the 

 
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forum state, it does not matter that even more harm might have been suffered in another 
state.” Yahoo! Inc. v. La Ligue Contre Le Racisme Et L’Antisemitisme , 433 F.3d 1199, 
1207 (9th Cir. 2006). Plaintiff argues that Binance.US caused harm which it knew was 
likely to be suffered in Arizona because it obtained licensure in Arizona, and therefore 
knew its misco nduct would affect individuals like Plaintiff who acquire or sell HEX in 
Arizona. Binance.US argues Plaintiff failed to establish any intentional harm in Arizona 
because Plaintiff does not allege Binance.US had any contact with Arizona outside its 
money t ransmitter state licensure. Binance.US continues that unspecified potential 
investors throughout the United States potentially relying on its recommendation of 
CoinMarketCap’s rankings would not lead it to foresee Plaintiff’s alleged harm in Arizona. 
 The Court agrees with Binance.US that Plaintiff neither alleges any contact in 
Arizona, nor does he allege personal reliance on Binance.US’s website. Because Plaintiff 
alleges no personal harm or contact with Binance.US, the Court cannot find that it 
knowingly and foreseeably caused the alleged harm in Arizona. See Bancroft, 223 F.3d at 
1087. For these reasons, the Court finds that Plaintiff fails the first prong of the Ninth 
Circuit’s three-prong test. See LNS Enters. LLC, 464 F. Supp. 3d at 1072. Because Plaintiff 
bears the burden of satisfying the first two prongs of the Ninth Circuit’s three -prong test, 
see Morrill, 873 F.3d at 1142, the inquiry would ordinarily end here. However, the Court 
will complete the analysis. 
b. Prong Two 
To satisfy the second prong, Plaintiff must demonstrate that but for Binance.US’s 
activity in Arizona, Plaintiff’s injuries would not have occurred. See Ballard v. Savage, 65 
F.3d 1495, 1500 (9th Cir. 1995). This test is not satisfied for claims that are “t oo 
attenuated.” Doe v. Am. Nat’l Red Cross , 112 F.3d 1048, 1051 (9th Cir. 1997). 
Furthermore, a plaintiff’s claims have to arise from “contacts that the ‘defendant himself’ 
creates with the forum State.” Walden v. Fiore, 571 U.S. 277, 284 (2014). But even then, 
“the plaintiff cannot be the only link between the defendant and the forum. Rather, it is the 
defendant’s conduct that must form the necessary connection with the forum State that is 

 
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the basis for its jurisdiction over him.” Id. at 285. 
Plaintiff’s only argument for satisfying the second prong is that “Plaintiff’s alleged 
injuries directly arise from and are the result of Defendants’ publications of disparaging 
statements directed at Arizona and its direct contact with Arizona customers. But for that 
contact, Plaintiff would not have been injured.” Binance.US argues that Plaintiff fails to 
allege that any artificial deflation of HEX would not have arisen “but for” the alleged 
activity in Arizona, and that any connection Plaintiff does draw is far too attenuated. 
The Court agrees. Here, Plaintiff alleges that because Binance.US’s website 
directed unidentified potential investors to CoinMarketCap.com’s rankings, those potential 
investors did not purchase HEX because its rankings were artificiall y deflated, thus 
harming Plaintiff and his investment interest in HEX. Plaintiff’s connection is far too 
attenuated to demonstrate that “but for” Binance.US’s website being available in Arizona, 
Plaintiff’s allegations as to HEX’s artificial deflation would not have arisen. See Doe, 112 
F.3d at 1051. Besides the website’s accessibility and Plaintiff purchasing and selling HEX 
in Arizona, Plaintiff fails to allege any specific activity in Arizona that gives rise to his 
claim that HEX was artificially defl ated via its ranking on CoinMarektCap.com. See 
Ballard, 65 F.3d at 1500. For these reasons, Plaintiff fails to satisfy the second prong. See 
LNS Enters. LLC, 464 F. Supp. 3d at 1072. 
c. Prong Three 
Because Plaintiff failed the first two prongs, the Court need not engage in the third, 
which shifts the burden to Binance.US. Nonetheless, the Court will conduct the analysis. 
The Ninth Circuit provides a seven -factor test for courts to exercise specific personal 
jurisdiction over an out-of-state defendant. The seven factors are: 
(1) The extent of the defendants’ purposeful interjection into the forum 
state’s affairs; (2) the burden on the defendant of defending in the forum; (3) 
the extent of conflict w ith the sovereignty of the defendants’ state; (4) the 
forum state’s interest in adjudicating the dispute; (5) the most efficient 
judicial resolution of the controversy; (6) the importance of the forum to the 
plaintiff’s interest in convenient and effective relief; and (7) the existence of 
an alternative forum. 
Harris Rutsky & Co. Ins. Serv s., Inc. v. Bell & Clements Ltd. , 328 F.3d 1122, 1132 (9 th 

 
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Cir. 2003). No single factor is dispositive. Id. 
 Binance.US argues all seven factors weigh in its favor. Bi nance.US first argues 
purposeful interjection is similar to “purposeful direction,” and should thus weigh in 
Defendant’s favor because the Complaint does not allege how Binance.US. purposefully 
directed its business in Arizona. See Core-Vent Corp. v. Nobel Indus. AB, 11 F.3d 1482, 
1485, 1488 (9th Cir. 1993) (finding that even though purposeful availment was satisfied, 
“[s]ince the [out-of-state defendants’] contacts were attenuated, this factor weighs in their 
favor”). Second, Binance.US asserts that because it is not located in Arizona, it would be 
burdened by defending this action. See Terracom v. Valley Nat. Bank , 49 F.3d 555, 561 
(9th Cir. 1995 (“[T]he law of persona l jurisdiction is asymmetrical and is primarily 
concerned with the defendant’s burden.”). Third, Binance.US again points to the 
Complaint’s failure to allege minimum contacts with Arizona to argue that an exercise of 
personal jurisdiction in Arizona would conflict with the sovereignty of Delaware and 
California, the two states that could exercise personal jurisdiction over it. 
 Fourth, Binance.US argues Arizona has little interest in adjudicating this dispute 
because the Complaint does not allege how any Arizona resident, including Plaintiff, has 
used Biance.US to their detriment. See, e.g., Chandler v. Roy , 985 F. Supp. 1205, 1214 
(D. Ariz. 1997) (“[A] state maintains a strong and special interest in exercising jurisdiction 
over those who commit tortious acts within its borders and in providing an effective means 
of redress for its residents who are tortiously injured.”). Fifth, Binance.US argues that the 
forums’ efficiency favors the Defendants because the Complaint alleges only one witness, 
Plaintiff, who failed to allege any evidence unrelated to himself that is located in Arizona. 
Core-Vent Corp., 11 F.3d at 1489. 
 Sixth, Binance.US asserts the Supreme Court and Ninth Circuit do not “give[] much 
weight to inconvenience to the plaintiff” and Plaintiff’s preference for his “home forum” 
of Arizona “does not affect the balancing.” Id. at 1490. As such, the effectiveness and 
convenience of relief lean in Binance.US’s favor. Lastly, Binance.US argues that 
Delaware and California are viable alternative forums. 
Plaintiff does not engage in this seven -factor test. Instead, Plaintiff merely argues 

 
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that Binance.US fails to address whether exercising personal jurisdiction would “comport 
with fair play and substantial justice .” Plaintiff further argues it would not unreasonably 
burden Binance.US to defend itself in Arizona because it obtained licensure as a money 
transmitter. The Court agrees with Binance.US’s analysis and arguments under the Ninth 
Circuit’s seven -factor test, and notes Plaintiff failed to offer substantial arguments or 
objections to the contrary. See Cybersell, Inc., 130 F.3d at 415 (“ [I]t would not comport 
with traditional notions of fair play and substantial justice . . . for Arizona to exercise 
personal jurisdiction over an allegedly infringing [out-of-state] website advertiser who has 
no contacts with Arizona other than maintaining a home page that is accessible to 
Arizonans, and everyone else, over the Internet.” (cleaned up)). 
For these reasons, the Court finds that Plaintiff has failed to establish the Court’s 
personal jurisdiction over Binance.US. The Court will therefore grant Defendant 
Binance.US’s MTD for lack of personal jurisdiction . Being moot, t he Court will not 
address Binance.US’s arguments under Rule 12(b)(6). 
B. Personal Jurisdiction Over CoinMarketCap 
CoinMarketCap argues this Court does not have personal jurisdiction over it, 
because it is a Delaware corporation that is not alleged to have any place of business, 
operation, or e mployees in Arizona. CoinMarketCap also argues Plaintiff fails to allege 
any injuries arising from or relating to Arizona, or any of CoinMarketCap’s in-forum 
activities. As such, CoinMarketCap contends Plaintiff cannot establish specific 
jurisdiction in Arizona. Plaintiff again raises the argument that the CEA’s national service 
of process provision confers jurisdiction over CoinMarketCap. Additionally, Plaintiff 
argues personal jurisdiction exists under the Ninth Circuit’s three -prong test, because 
CoinMarketCap directs its activities in Arizona through its website, has a partnership with 
Binance.US to be advertised on that website, and CoinMarketCap cannot show any burden 
exists by defending this action in Arizona. 
Here, the parties also do not disput e that CoinMarketCap is incorporated in 
Delaware, has no principal place of business in Arizona, and is not alleged to have an agent 

 
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for service of process in Arizona, any licensure, mailing addresses, offices, or physical 
operations in Arizona. Having no basis to exercise general jurisdiction , the Court will 
whether it has specific jurisdiction. See LNS Enters. LLC, 464 F. Supp. 3d at 1072. 
1. Personal Jurisdiction Under the CEA 
Plaintiff raises the exact same arguments here as he did in response to Binance.US’s 
MTD. The Court rejects this argument f or the same reasons stated above. See Fire & 
Police Pension, 368 F. Supp. 3d at 695 n.11. 
2. Specific Personal Jurisdiction 
The Court will again apply the Ninth Circuit’s three -prong test to determine if 
specific personal jurisdiction may be exercised over CoinMarketCap. See LNS Enters. 
LLC, 464 F. Supp. 3d at 1072. 
a. Prong One 
Plaintiff argues CoinMarketCap committed an intentional act by providing false 
rankings on its website, which is accessible in Arizona. CoinMarketCap does not dispute 
this factor. The Court finds this factor is satisfied. See Schwarzenegger, 374 F.3d at 806. 
However, the parties disagree on whether this act was expressly aimed at Arizona. 
Plaintiff asserts CoinMarketCap’s website was expressly aiming at Arizona because (1) it 
advertised on Binance.US, a licensed Arizona money transmitter, (2) CoinMarketCap and 
Binance.US are strategic partners, and (3) Binance.US certified to Arizona consumers that 
CoinMarketCap.com’s information was reliable. 
CoinMarketCap counters that its website’s mere accessibility in Arizona and/or a 
third party website’s advertisements are not enough to find that its activity was expressly 
aimed at Arizona. CoinMarketCap also notes that Plaintiff does not allege that 
CoinMarketCap.com was involved in any purchase or sale of cryptocurrency, or that any 
part of its website is specifically directed at Arizona. 
The Court agrees with CoinMarketCap. The Ninth Circuit finds that “express 
aiming” occurs when a defendant is alleged to have engaged in wrongful conduct 
“individually targeting a known forum reside nt.” Bancroft, 223 F.3d at 1087. At most, 

 
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Plaintiff alleges that CoinMarketCap .com’s rankings were individually targeting Plaintiff 
when Binance.US advertised CoinMarketCap.com on its own website . But Plaintiff fails 
to allege that any part of CoinMarke tCap’s website is specifically targeting Plaintiff or 
Arizona residents. CoinMarketCap.com’s accessibility in Arizona does not alone satisfy 
the second prong. See Cybersell, Inc., 130 F.3d at 415; see also Handsome Music v. Etoro 
USA LLC, LACV-20-08059(VAP) (JCx), 2020 WL 8455111, at *5 (C.D. Cal. Dec. 17, 
2020) (finding a company’s “online trading platform” was not “directed at” the forum 
because plaintiffs did not demonstrate “something more” than the mere operation of the 
website); see also JST Performance, Inc. v. Shenzhen Aurora Tech. Ltd., No. CV-14-1569-
PHX-SMM, 2015 WL 12683958, at *4 (D. Ariz. Sept. 2, 2015) (operating “a passive 
website, even if it displays advertisements that include infringing material, is insufficient 
to establish personal jurisdiction”). 
Plaintiff further argues that CoinMarketCap caused harm it knew Plaintiff would 
suffer in Arizona because their “intentional act has foreseeable effects in the forum.” 
Bancroft, 223 F.3d at 1087. Plaintiff argues that because CoinMarketCap.com is accessible 
in Arizona and because CoinMarketCap artificially deflated the ranking of HEX —which 
Plaintiff acquired and sold in the forum —the harm alleged was foreseeable. Even if the 
Court were to agree with Plaintiff, the Court cann ot find that Plaintiff demonstrate s 
purposeful direction because he failed to establish CoinMarketCap intentionally targeted 
Arizona. See Calder, 465 U.S. at 789–90; LNS Enters. LLC, 464 F. Supp. 3d at 1072. Any 
alleged harm is too attenuated because Pla intiff’s allegations center on a third party’s 
(Binance.US) advertisements of CoinMarketCap.com as a website with reliable 
cryptocurrency rankings—not any conduct CoinMarketCap directed at Arizona. Bancroft, 
223 F.3d at 1087. 
The Court must therefore turn to whether Plaintiff presented any evidence of 
purposeful availment that would justify the Court to exercise personal jurisdiction. See 
Pebble Beach Co., 453 F.3d at 1154 (purposeful availment “is typically action taking place 
in the forum that invokes the benefits and protections of the laws in the forum”). As 

 
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previously discussed, Plaintiff does not dispute that CoinMarketCap is incorporated in 
Delaware, has no principal place of business in Arizona, and has no agent for service of 
process in Arizona, any licensure, mailing addresses, offices, or physical operations in 
Arizona. As such, the Court cannot justify exercising personal jurisdiction over 
CoinMarketCap. See Cybersell, Inc., 130 F.3d at 415. Despite failing the first prong in 
the Ninth Circuit’s three-prong test, the Court will continue the analysis. 
b. Prong Two 
Plaintiff bears the burden of demonstrating that “but for” CoinMarketCap’s activity 
in Arizona, Plaintiff’s claim would not have arisen. See Ballard, 65 F.3d at 1500. Plaintiff 
offers no specific arguments to satisfy this prong. Plaintiff broadly asserts that his “alleged 
injuries directly arise from and are the result of Defendants’ publications of disparaging 
statements directed at Arizona and its direct contact with Arizona consumers. But for that 
conduct, Plaintiff would not have been injured.” (Doc. 75 at 16.) CoinMarketCap counters 
that the Complaint fails to allege that the a dministration of the website’s ranking system 
occurred in or was directed in Arizona. CoinMarketCap also notes that Plaintiff alleges no 
personal contact with CoinMarketCap or its website. CoinMarketCap thus argues that the 
only connection to Arizona is that Plaintiff in Arizona when his alleged injury occurred. 
The Court finds that Plaintiff has failed to demonstrate that his claim ar ose out of 
CoinMarketCap’s activities in Arizona. Plaintiff’s “challenged conduct” of 
CoinMarketCap have nothing to do with Arizona. See Walden, 571 U.S. at 2 89; see also 
Morrill, 873 F.3d at 1142 (where the “sole connection to the forum state” is that plaintiff 
resides there, that connection is insufficient to establish specific jurisdiction over a non -
resident corporation); see also Shaw v. Vircurex , No. 18 -cv-00067-PAB-SKC, 2019 WL 
2636271, at *4 (D. Colo. Feb. 21, 2019) (finding a lack of specific jurisdiction in a 
cryptocurrency case in which “ [t]he only alleged connection between defendants and 
Colorado is harm suffered by a Colorado resident”). 
For these reasons, the Court does not find that CoinMarketCap’s alleged conduct is 
“tethered to [Arizona] in any meaningful way,” Picot, 780 F.3d at 1215, and that the only 

 
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connection between that alleged conduct and Arizona is that Plaintiff’s injury occurred in 
Arizona. See Shaw, 2019 WL 2636271, at *4. Furthermore, because Plaintiff never alleges 
any personal contact with CoinMarketCap or its website, it is far too attenuated to 
demonstrate that “but for” Defendant’s website being available in Arizona, HEX’s artificial 
deflation would not have arisen. See Doe, 112 F.3d at 1051. Because Plaintiff does not 
allege claims that arise out of or relate to any in-forum activities, Plaintiff fails to satisfy 
prong two of the Ninth Circuit’s test. See LNS Enters. LLC, 464 F. Supp. 3d at 1072. 
c. Prong Three 
Because Plaintiff failed to meet his burden of demonstrating the first two prongs, 
the Court need not consider the third. See Morrill, 873 F.3d at 1142. However, the Court 
will address this prong regardless. Neither party addressed the Ninth Circuit’s seven-factor 
test, see supra section III(A)(2)(c) . CoinMarketCap does argue that: (1) exercising 
jurisdiction over it would violate “traditional notions of fair play and substantial justice, 
see Int’l Shoe Co., 326 U.S. at 310; (2) under Plaintiff’s theory, CoinM arketCap could be 
subject to any state that a user can access their website and allege harm from out -of-state 
conduct with no connection to the forum, see id. at 316; and (3) Defendant should not be 
subjected to litigation in Arizona, where it does not “reasonably anticipate being haled into 
court there,” World-Wide Volkswagen Corp. v. Woodson , 444 U.S. 286, 297 (1980), and 
where the form has no connection to the suit other than the Plaintiff’s residence. 
Plaintiff contends CoinMarketCap Defendants intentio nally availed itself to 
Arizona by partnering with Binance.US , because of its Arizona license as a money 
transmitter. Plaintiff therefore believes it is not unreasonable to burden Defendant with 
defending itself in Arizona. In Reply, CoinMarketCap asserts Plaintiff baselessly describes 
CoinMarketCap and Binance.US as a “partnership” based only on a referral website link . 
CoinMarketCap continues that a referral link alone does not create a partnership under the 
law, nor does it subject CoinMarketCap to personal jurisdiction in any forum that 
Binance.US transacts business. And notably, neither CoinMarketCap nor Binance.US are 
alleged to be Arizona corporations. 

 
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Although the parties did not brief the relevant seven -factor test, the Court will 
nonetheless weigh those factors. Factor one weighs in CoinMarketCap’s favor because the 
only traceable act in Arizona is the accessibility of CoinMarketCap.com . Next, 
CoinMarketCap would be burdened by defending itself in Arizona because it has virtually 
no presence here —it is not an Arizona company, and it has no offices, employees, or 
service of process agents here. Factor three weighs in CoinMarketCap’s favor because it 
is incorporated in Delaware. Factor four also weighs in CoinMarketCap’s favor because 
the only interest Arizona has in this litigation is tied to Plaintiff’s status as an Arizona 
resident and his alleged injury occurred here. The law dictates that this alone is not enough. 
Additionally, Plaintiff does not allege that he relied on CoinMarketCap’s rankings, or that 
he ever looked at their website before purchasing HEX. It follows that Arizona is not the 
most efficient judicial resolution of the controversy, as CoinMarketCap has no ties to 
Arizona beyond its website’s accessibility. Factor six, however, weighs in Plaintiff’s favor 
because as a resident of the forum, Arizona would be the most convenient forum for him. 
Finally, an alternative forum exists in Delaware, where CoinMarketCap is incorporated. 
Weighing all factors, CoinMarketCap prevails in demonstrating that it would be 
unreasonable for the Court to exercise specific jurisdiction over it. 
For these reasons, the Court finds that Plaintiff has failed to alleg e personal 
jurisdiction over Defendant CoinMarketCap. The Court will therefore grant Defendant 
CoinMarketCap’s MTD for lack of personal jurisdiction. The Court need not reach 
Defendant’s arguments for dismissal under Federal Rule of Civil Procedure 12(b)( 6) as 
they are moot. 
C. Personal Jurisdiction Over BCM and Individual Defendants 
 BCM moves to Dismiss Plaintiff’s Complaint for lack of personal jurisdiction. See 
Fed. R. Civ. P. 12(b)(2). BCM argues that besides acquiring CoinMarketCap in 2020, 
Plaintiff’s claims have nothing to do with BCM. First, BCM contends no personal 
jurisdiction can be established because it is a foreign investment company with no alleged 
offices, employees, or op erations anywhere in the United States. Next, BCM argues that 

 
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specific jurisdiction does not exist because Plaintiff did not allege that the alleged 
suppression of HEX is tied to BCM’s actions with Arizona, nor do Plaintiff’s alleged 
injuries arise from, or relate to, any alleged contacts by BCM with Arizona. BCM also 
argues that Plaintiff conflates BCM with Binance Holdings Ltd., a separate and distinct 
entity. 
Plaintiff again claims that the Court can exercise personal jurisdiction over BCM 
under the national service of process provision of the CEA. See 7 U.S.C. § 25(c). Plaintiff 
in his Response also raises for the first time that the Court has personal jurisdiction over 
BCM because it acted as the alter ego of Binance.US. Plaintiff contends that BCM could 
influence market prices by knowingly direct ing users to false rankings set by 
CoinMarketCap, which is allegedly BCM’s subsidiary and strategic partner. Lastly, 
Plaintiff claims that: 
(1) Binance misrepresented the true ranking of HEX through 
CoinMarketCap.com, which is deemed as “objective” (while other websites 
ranked HEX at 201)[,] (2) Binance’s misrepresentations occurred in 
connection with advertising itself as a place to buy and sell cryptocurrency, 
and (3) Plaintiff occurred injury when Binance failed to disclose the true 
ranking of HEX, which he relied on to sell HEX during the Suppression 
period. 
(Doc. 73 at 5.) 
However, outside his claims for personal jurisdiction under the CEA, and BCM’s 
acting as an alter-ego for Binance.US, Plaintiff fails to assert whether the Court has general 
jurisdiction or if specific jurisdiction can be exercised under the Ninth Circuit’s test. 
1. General Personal Jurisdiction 
Plaintiff does not allege that BCM is incorporated anywhere in the United States or 
where its principal place of business is . Plaintiff also does not argue general jurisdiction 
over Defendant. Absent sufficient factual allegations , general jurisdiction may only be 
established whether BCM’s contacts with Arizona are so “continuous and systematic as to 
render [it] essentially at home in the forum State.” Daimler, 571 U.S. at 139 (internal 
quotation marks omitted). BCM provides some evidence that it is a foreign investment 
company organized under the laws of the British Virgin Islands. ( See Doc. 71 at 4.) 

 
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Plaintiff does not dispute this. Plaintiff does, however, allege that it is unclear where BCM 
is headquartered. BCM counters that the “lack of any headquarters does not make 
[Arizona] its jurisdictional home.” See Reynolds v. Binance Holdings Ltd., 481 F. Sup p. 
3d 997, 1003 (N.D. Cal. 2020). 
The Court finds that Plaintiff failed “to identify other facts , alleged or otherwise, 
that would make this case exceptional under Daimler and place [BCM] ‘at home’ in 
[Arizona].” Id. Furthermore, where factual allegations could be drawn from the Complaint 
to suggest Plaintiff satisfies Daimler, BCM argues that Plaintiff has improperly conflated 
BCM with Binance Holdings, Ltd., a non -party that operates a foreign cryptocurrency 
exchange. (See, e.g., Doc. 1 at 10 ¶ 35) (“Binance has regularly and intentionally engaged 
in numerous online cryptocurrency transactions inside the United States, with United States 
residents. In addition, Binance has promoted, inside the United States, the sale of digital 
assets on its exchange.”) . Plaintiff does not refute these assertions in his Response to 
BCM’s MTD.2 (See Doc. 73.) 
Finally, BCM notes that non-party Binance Holdings Ltd. has been involved in other 
federal lawsuits like the one here, and the courts have found no personal jurisdiction over 
the non-party. See Reynolds, 481 F. Supp. 3d 997. Accordingly, the Court has no basis to 
find general jurisdiction. 
2. Specific Personal Jurisdiction 
The Court will analyze the Ninth Circuit’s three -prong test to determine whether it 
can exercise specific jurisdiction over BCM. See LNS Enters. LLC , 464 F. Supp. 3d at 
 
2 See also BCM’s further arguments regarding Plaintiff’s allegations: “Plaintiff’s assertion 
that Binance Holdings Ltd. regularly engages in transactions with U.S. customers is belied 
by his very own allegations. As alleged in the Complaint, Binance.com has not been 
available to U.S. users since 2019 —well before the alleged suppression period began in 
September 2020. [(Doc. 1 at 10 ¶ 36.)] During the time period relevant to the allegations 
in the Complaint, Plaintiff alleges that U.S. users have bought, sold, and traded 
cryptocurrencies on the Binance.US platform, which is owned and operated by Defendant 
[Binance.US] Trading Services Inc. [(Id. ¶ 41.)] Plaintiff then questions ‘whether there is 
any meaningful distinction’ between Binance Holdings Ltd and [Binance.US] Trading 
Services. [(Id. ¶ 67.)] There is no basis to equate [Binance.US] with Binance Holdings 
Ltd., and then to equate Binance Holdings Ltd. with BCM. Allegations must be supported 
by facts, not innuendo. See Barba v. Seung Heun Lee, No. CV 09-1115-PHX-SRB, 2009 
WL 874768, at *4 (D. Ariz. Nov. 4, 2009).” (Doc. 71 at 8 n.5.) Plaintiff does not rebut 
this or provide an argument to the contrary. 

 
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1072. 
a. Prong One 
Despite bearing the burden to establish this prong, Plaintiff does not analyze this 
prong. See Morrill, 873 F.3d at 1142. BCM does argue that Plaintiff has failed to allege 
purposeful direction and availment. BCM also argues that Plaintiff fails to allege that any 
of its conduct regarding the suppression of HEX and the ad ministration of 
CoinMarketCap’s rankings was directed at Arizona specifically. 
BCM also argues that Plaintiff erroneously conflates BCM with Binance Holdings 
Ltd. to allege that BCM “has regularly and intentionally engaged in numerous online 
cryptocurrency transactions inside the United States” and “has promoted, inside the United 
States, the sale of digital assets on its exchange. ( See Docs. 71 at 9; 1 at 10 ¶ 35.) BCM 
contends there is no factual or legal basis to merge these two entities, nor does Plaintiff set 
forth a basis to do so in his Response. 
Because mere accessibility of a website in the United States does not give rise to 
specific jurisdiction, see Cybersell, Inc., 130 F.3d at 415, and because Plaintiff does not 
refute the supposed improper conflation of BCM and Binance Holdings Ltd. , the Court 
finds that Plaintiff has not established that BCM directed an act directed at Arizona or 
purposefully availed itself to the forum. See Matus v. Premium Nutraceuticals, LLC, No. 
EDCV 15-01851 DDP (DTBx), 2016 WL 3078745, *3 (C.D. Cal. May 31, 2016) (“Absent 
‘something more’ than the maintenance of a minimally interactive website, Plaintiff has 
not met its burden to satisfy even the purposeful availment prong of the specific jurisdiction 
test.”). 
b. Prong Two 
To satisfy the second prong , Plaintiff must demonstrate that “but for” BCM’s 
activity in Arizona, Plaintiff’s claim wouldn’t have arisen. See Ballard, 65 F.3d at 1500. 
Again, Plaintiff fails to make any arguments under this prong. BCM notes that Plaintiff 
does not allege that his claims arise out of or relate to BCM’s activity directed at Arizona. 
The Court agrees that Plaintiff did not meet his burden to allege that his injuries would not 

 
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have occurred but for BCM’s Arizona activity. Plaintiff’s only alleg ation tying any of 
BCM’s conduct to Arizona was th at he resided there at the time he purchased, sold, and 
was allegedly harmed by the suppression of HEX. But an injury to a forum resident is 
insufficient, “rather, it is the defendant’s conduct that must form the necessary connection 
with the forum State that is the basis for its jurisdiction over him.” Walden, 571 U.S. at 
1122; see also Shaw, 2019 WL 2636271, at *4 (finding a lack of specific jurisdiction in a 
cryptocurrency case in which “the only alleged connection between defendants and 
Colorado is harm suffered by a Colorado resident”). Prong two is thus not satisfied. 
c. Prong Three 
Despite Plaintiff not meeting his burden under prongs one and two, the Court will 
nonetheless analyze the third, weighing the seven factors articulated by the Ninth Circuit . 
See Harris Rutsky & Co. Ins. Servs., Inc., 328 F.3d at 1132. 
 First, Plaintiff fails to allege any facts that satisfy factor one. Second, BCM’s 
burden to defend itself in Arizona would be substantial because BCM is an international 
company that conduct s no business in the United States. Third, there are no allegations 
that any state has had any contacts with BCM. Fourth, Plaintiff fails to allege facts to 
support this factor, as the only tie to Arizona is that his alleged injury occurred in the forum. 
Fifth, Plaintiff does not allege that Arizona would provide the most efficient resolution of 
this controversy, and the Court finds no reasons to support that . Sixth, the Court 
acknowledges that Arizona would be the most convenient for Plaintiff because it is where 
he resides. Lastly, the Court finds that Plaintiff fails to allege any other forum in the United 
States where Defendant BCM has had any connection. 
 As such, the Court f inds that almost all seven factors weigh in BCM’s favor and 
thus specific jurisdiction cannot be exercised under the Ninth Circuit’s three -prong test. 
See LNS Enters. LLC, 464 F. Supp. 3d at 1072. 
3. Personal Jurisdiction Under the CEA 
Plaintiff also raises the exact same arguments here as he did in response to 
Binance.US and CoinMarketCap’s MTD under the CEA ’s national service of process 

 
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provision. For the same reasons stated above, the Court rejects this argument. See also 
Fire & Police Pension, 368 F. Supp. 3d at 695 n.11. 
4. Personal Jurisdiction Under Plaintiff’s Alter-Ego Assertions 
In his Response, Plaintiff for the first time argues that BCM is the alter ego of 
Binance.US, and that the Court may therefore exercise personal jurisdiction over it via 
Binance.US’s contacts with Arizona. Despite the Court dismissing Binance.US as a party 
to this suit for lack of personal jurisdiction, the Court will still engage in an analysis. 
“[T]he alter ego test may be used to extend personal jurisdiction to a foreign parent 
or subsidiary when, in actuality, the foreign entity is not really separate from its domestic 
affiliate.” Williams v. Yamaha Motor Co. Ltd. , 851 F.3d 1015, 1021 (9 th Cir. 201 7) 
(quoting Ranza v. Nike, Inc. , 793 F.3d 1059, 1073 (9th Cir. 2015)). Under this test, 
Plaintiffs must make out a prima facie case that “(1) that there is such unity of interest and 
ownership that the separate personalities of the two entities n o longer exist and (2) that 
failure to disregard their separate entities would result in fraud or injustice.” Harris Rutsky 
& Co. Ins. Servs., Inc. , 328 F.3d at 1134 (cleaned up). “Conclusory allegations of ‘alter 
ego’ status are insufficient to state a claim. Rather, a plaintiff must allege specifically both 
of the elements of alter ego liability, as well as facts supporting each. Rodriguez v. Whole 
Foods Mkt. Inc., No. CV-18-08301-PCT-SMB, 2019 WL 3220538, at *4 (D. Ariz. July 17, 
2019) (quoting Neilson v. Union Bank of Cal., N.A., 290 F. Supp. 2d 1101, 1116 (C.D. Cal. 
2013)). 
a. Unity of Interest 
Arizona courts generally consider several factors in considering unity of interest. 
These include: (1) the parent’s stock ownership; (2) common officers or directors; (3) 
financing of subsidiary by the parent; (4) the parent’s payment of salaries and othe r 
expenses of subsidiary; (5) any failure of the subsidiary to maintain formalities of separate 
corporate existence; (6) similarity of logo; and (7) plaintiff’s lack of knowledge of the 
subsidiary’s separate corporate existence. Id. at *3. Furthermore, “ corporate status will 
not be lightly disregarded” because the test envisions “substantially total control over the 

 
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management and activities” and “isolated occurrences of some of these factors are not 
enough.” Id. (cleaned up). 
When countering this clai m, BCM again asserts that Plaintiff confuses BCM with 
Binance Holdings Ltd., a foreign cryptocurrency exchange platform that has already been 
found to not be an alter ego of Binance.US, when it refers to actions of “Binance” or 
“BCM.” See Reynolds, 481 F. Supp. 3d at 1004–09. 
1. Stock Ownership 
Plaintiff alleges that “on information and belief” BCM and Individual Defendant 
Changpeng Zhao own a significant portion of Binance.US. (Doc. 1 at 11 ¶ 42.) BCM 
counters that Plaintiff never alleges that Binance.US is a subsidiary of BCM , only that 
Binance.US is an “affiliate.” (See Doc. 1 at 2 ¶ 5(c)). BCM further argues that even if it 
had an ownership interest in B inance.US, “total ownership” is “alone insufficient to 
establish the requisite level of control.” Ranza, 793 F.3d at 1073. Lastly, BCM contends 
that even if Zhao had an ownership interest in Binance.US, it “does not support an inference 
that [BCM] has an ownership interest in [Binance.US].” Reynolds, 491 F. Supp. 3d at 1008 
n.7. Without more from Plaintiff, the Court agrees that there are insufficient allegations 
that BCM exercises the requisite level of control over B inance.US. See Sandoval v. Ali , 
34 F. Supp. 3d 1031, 1040 (N.D. Cal. 2014) (rejecting conclusory allegations of a unity of 
interest between two corporate entities founded upon “information and belief”). 
2. Common Officers and Directors 
Plaintiff alleges that the CEO of Binance.US stated in an interview that she reports 
to Binance.US’s board of directors, which included Individual Defendants Zhao and Wei 
Zho (Binance’s then CFO). (Doc. 1 at 35 ¶ 201.) BCM argues that the mere sharing of 
officers and directors “does not undermine the entities’ formal separation.” Ranza, 793 
F.3d at 1074; see also Kramer Motors, Inc. v. British Leyland, Ltd. , 628 F.2d 1175, 1177 
(9th Cir. 1980) (finding there was no alter ego relationship even where parent and 
subsidiary had overlapping directors); see also AMA Multimedia LLC v. Sagan Ltd ., No. 
CV-16-01269-PHX-DGC, 2016 WL 5851622, at *4 (D. Ariz. Oct. 6, 2016) (“ [Plaintiff] 

 
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does identify some common officers and directors, but such overlap is not sufficient to 
establish an alter ego relationship”). The Court finds that this factor weighs in Plaintiff’s 
favor but acknowledges BCM’s point that it is not alone dispositive. 
3. Financing 
Plaintiff makes no allegations regarding BCM financing Binance.US, paying any of 
its debts, or that Binance.US is inadequately capitalized. The Court therefore agrees with 
Defendant’s argument that “[a] plaintiff’s failure to discuss a unity of interest factor weighs 
against the finding of alter ego liability.” Reynolds, 481 F. Supp. 3d at 1007. 
4. Payments 
Plaintiff fails to allege that BCM pays any of Binance.US’s expenses, salaries, or 
that the two entities commingle funds and assets. This factor thus favors BCM. 
5. Corporate Formalities 
Plaintiff alleges that Binance.US “uses Binance’s wallet, matching engine, and other 
technologies” and “offers a very similar inte rface.” (Doc. 1 at 11 ¶¶ 41, 43.) However, 
BCM argues that Plaintiff has conflated BCM with Binance Holdings Ltd., and that 
Plaintiff does not allege how this arrangement demonstrates BCM’s disregarding corporate 
formalities in a way that makes B inance.US a “mere instrumentality” of BCM. See 
Rodriguez, 2019 WL 3220538, at *3. Moreover, Defendant argues that even if Binance.US 
licenses the name “Binance” and certain technologies from Binance, a licensing 
arrangement is insufficient to confer personal jurisdiction. See Bancroft, 223 F.3d at 1086. 
The Court notes that Plaintiff again fails to dispute BCM’s assertions that it is erroneously 
conflated with Binance Holdings Ltd., when Plaintiff refers to “Binance.” Plaintiff also 
fails to cite any law demon strating that this factor should weigh in his favor. Therefore, 
the Court finds this factor weighs in favor of BCM. 
6. Similarity of Logo 
Plaintiff argues that: 
Binance takes American users to Binance.US’s website (assuming that there 
is a distinction at a ll) and Binance.US provides Binance Services, as that 
phrase is defined in the Binance Terms, in that it utilizes internet or 

 
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blockchain technologies developed by Binance and one or more Binance 
ecosystem components such as ‘digital asset trading platform.’ 
(Docs. 73 at 13; 1 at 34 –35 ¶ 200.) Plaintiff also alleges that “[a]s a Binance Operator, 
Binance.US currently lacks a CEO and the only individuals remaining on its board are 
Binance executives.” (Doc. 1 at 35 ¶ 203.) BCM again counters that Plaintiff has conflated 
BCM with Binance Holdings Ltd. , and that a federal court has already held that the 
allegations concerning Binance Holdings Ltd. and B inance.US’s “websites and 
technological platforms do not weigh in favor of finding alter-ego liability.” Reynolds, 481 
F. Supp. 3d at 1007. BCM further argues that even separate entities representing 
themselves “as one online do es not rise to the level of unity of interest required to show 
companies are alter egos.” Corcoran v. CVS Health Corp., 169 F. Supp. 3d 970, 984 (N.D. 
Cal. 2016). Because Plaintiff do es not dispute that he has conflated BCM with Binance 
Holdings Ltd. and fails to cite any law supporting his argument, the Court agrees with BCM 
that this factor weighs in BCM’s favor. 
7. Lack of Knowledge 
Plaintiff alleges that he is unsure where “Binance ends and Binance.US begins or 
even whether there is any meaningful distinction between the two at all. ” (Doc. 1 at 16 
¶ 67.) BCM counters that Plaintiff “must do more [than] make conclusory statem ents 
regarding an alter ego relationship . . . the plaintiff must allege specific facts supporting 
application of the alter ego doctrine.” Barba v. Seung Heun Lee , No. CV-09-1115-PHX-
SRB, 2009 WL 8747368, at *4 (D. Ariz. Nov. 4, 2009). The Court agrees that Plaintiff’s 
allegations are merely conclusory statements, and that this factor weighs in BCM’s favor. 
For these reasons, the Court finds Plaintiff has failed to establish a unity of interest. See 
Rodriguez, 2019 WL 3220538, at *3. 
b. Fraud or Injustice 
The second prong of the alter ego test requires a showing that failure to disregard 
the separate corporate identities “would result in fraud or injustice.” Williams, 851 F.3d at 
1021. Plaintiff alleges that: 
As a Binance Operator, Binance.US is bound by the Binance Terms as well 

 
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as by the terms of its supposed “brand partnership” with Binance and any 
technology licenses with Binance. Binance.US is also responsible for 
ensuring that Binance’s US operations, including those of its Operator and 
strategic partner CoinMarketCap.com, comply with American law. 
(Doc. 73 at 13.) 
BCM counters that Plaintiff fails to allege any facts under the second prong that 
demonstrate fraud or an inequitable result. The Court agrees. Plaintiff makes mere 
conclusory stateme nts without factual allegations to assert fraud or injustice. See 
Rodriguez, 2019 WL 3220538, at *4 (noting that Plaintiff does not even address how it 
would sanction a fraud or promote injustice”); see also Gardner v. Starkist Co. , 418 F. 
Supp. 3d 443, 4 65 (N.D. Cal. 2019 ) (finding that alter -ego theory failed because the 
Complaint failed to even “mention[] a possible inequitable result”). Plaintiff does not 
mention how the alleged partnership creates a fraud or injustice, which “must relate to the 
forming of the corporation or abuse of the corporate form, not a fraud o r injustice 
generally.” In re Western W. States Wholesale Nat. Gas Litig., 605 F. Supp. 2d 1118, 1133 
(D. Nev. 2009). Because Plaintiff fails to allege such facts, the Court finds Plainti ff’s 
claims fail under both prongs of the alter ego test. See Rodriguez, 2019 WL 3220538, at 
*4. 
5. Personal Jurisdiction Over Binance Individual Defendants 
The Binance Individual Defendants assert that there is no personal jurisdiction over 
them because—as Plaintiff alleges—they live in Taiwan, Malta, and outside of Arizona. 
(See Doc. 1 at 9–10 ¶¶ 32–34.) Furthermore, the Binance Individual Defendants argue that 
there are no allegations that any of them had any contact with Arizona, none of them live 
in the United States, and that the fiduciary shield doctrine prevents the assertion of personal 
jurisdiction over them . Plaintiff offers no competing arguments and fails to defend 
personal jurisdiction in his Response. The Binance Individual Defendants describe 
Plaintiff’s allegations as nothing more than vague descriptions of their alleged positions in 
Binance. 
The Complaint alleges that the Binance Individual Defendants are “control persons 

 
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of the Corporate Defendants,” with “significant knowledge” and “financial interests” in 
certain cryptocurrencies. ( See Doc. 1 at 12 ¶¶ 50–51, 23 ¶ 104.) However, the Binance 
Individual Defendants note that the Complaint does not identify any af firmative conduct 
attributable to them or any conduct connecting them with the suppression of HEX. 
Defendants argue that a prima facie case for general jurisdiction cannot be 
established because none of the Binance Individual Defendants reside in Arizona . The 
Complaint alleges that Changpeng Zhao resides in Taiwan, Yi He resides in Malta, and 
that although Plaintiff does not know where Ted Lin resides, that he was not a resident of 
Arizona. (Id. at 8–9, 33–34 ¶¶ 27, 32–34, 186–87, 198.) The Court thus agrees that it does 
not have general jurisdiction over these defendants. See Daimler, 571 U.S. at 137. The 
Complaint is similarly devoid of allegations of affirmative conduct that would give rise to 
specific jurisdiction. With no alleged facts, and no arguments made by Plaintiff in his 
Response, the Court agrees that there is no prima facie case for specific personal 
jurisdiction either. 
The Binance Individual Defendants also object to personal jurisdiction based on an 
attenuated association with BCM, arguing such an exercise is not available under the 
fiduciary shield doctrine. The fiduciary shield doctrine provides personal jurisdiction over 
nonresident corporate directors and officers based on the contacts with their employer. See 
M2 Software Inc. v. M2 Comms., L.L.C. , 149 F. App’x 612, 615 (9th Cir. 2005); Davis v. 
Metro Prods., Inc. , 885 F.2d 515, 520 (9th Cir. 1989). For Plaintiff to overcome the 
fiduciary shield doctrine, he must establish that (1) CoinMarketCap or BCM are alter egos 
of the Binance Individual Defendants, or (2) the Binance Individual Defendants were the 
“guiding spirit” behind the wrongful conduct, see Davis, 885 F.2d at 521, 523 n.10, in that 
they “personally directed the activities toward the forum state giving rise to the complaint.” 
Ind. Plumbing Supply, Inc. v. Standard of Lynn, Inc. , 880 F. Supp. 743, 750 (C.D. Cal. 
1995). Likewise, the corporate officer must be the “primary participant in the alleged 
wrongdoing” or have “had control of, an d direct participation in the alleged activities.” 
AMA Multimedia LLC, 2020 WL 5988224, at *2 (citation omitted). 

 
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Plaintiff fails to allege any of these claims. To start, Plaintiff does not allege that 
BCM or CoinMarketCapare alter egos of the Binance Individual Defendants. See Success 
Is Yours, Inc. v. LifeSuccess Publ’g., LLC, No. CV10-0758-PHX DGC, 2010 WL 4225880, 
at *3 (D. Ariz. Oct. 21, 2010) (finding that conclusory allegations about defendants being 
“the guiding spirit and driving force behind” the alleged wrongdoing are “not sufficient”). 
To the extent Plaintiff intended the Binance Individual Defendants to be included in the 
argument for BCM being an alter ego of Binance.US, the Court has already determined in 
this Order that Plaintiff failed to allege such a claim. 
Lastly, Plaintiff never alleges that the Binance Individual Defendants directed the 
suppression of HEX. Rather, at most Plaintiff alleges that the Binance Individual 
Defendants were “aware at the time Binance purchased CoinMarketC ap.com that there 
were issues with its rankings” and that, “[u]pon information and belief,” the Binance 
Individual Defendants have “large holdings” in certain cryptocurrencies that compete with 
HEX. (See Doc. 1 at 12 ¶ 50, 25 ¶ 130.) But as the Binance Individual Defendants note, 
mere awareness or incentives to suppress HEX is not the same allegation as stating that 
they personally directed, ratified, or even participated in the alleged suppression. See 
Tangiers Invs., L.P. v. Americhip Int’ l, Inc., No. 11CV339 JLS BGS, 2011 WL 3299099, 
at *2 (S.D. Cal. Aug. 1, 2011) (plaintiff’s conclusory allegations that fraud occurred with 
CEO’s “knowledge and support” was insufficient to conclude that he “was the driving force 
or primary participant in t he alleged wrongdoing”). The same applies here. For all these 
reasons, the Court finds that Plaintiff has failed to establish personal jurisdiction over the 
Binance Individual Defendants. 
6. Plaintiff’s Request for Additional Discovery 
Finally, Plaintiff argues that if the Court is inclined to grant BCM’s MTD for lack 
of personal jurisdiction, which it is, that Plaintiff first be given time to conduct further 
jurisdictional discovery. See Laub v. U.S. Dep’t of the Interior, 342 F.3d 1080, 1093 (9th 
Cir. 2003) (“[D]iscovery should ordinarily be granted where pertinent facts bearing on the 
question of jurisdiction are controverted or where a more satisfactory showing of the facts 

 
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is necessary.” (quoting Butcher’s Union Loc. No. 498 v. SDC Inv., Inc., 788 F.2d 535, 540 
(9th Cir. 1986)). 
On the other hand, Defendants BCM and Binance Individual Defendants argue that 
Plaintiff’s request should be denied because his jurisdictional allegations are fundamentally 
flawed, and Plaintiff fails to make a showing that dis covery would produce facts 
establishing personal jurisdiction. See Pebble Beach Co. , 453 F.3d at 1160 (“Where a 
plaintiff’s claim of personal jurisdiction appears to be both attenuated and based on bare 
allegations in the face of specific denials made by the defendants, the Court need not permit 
even limited discovery .” (cleaned up)). As such, to obtain additional discovery Plaintiff 
must demonstrate “more than a hunch that it might yield jurisdictionally relevant facts.” 
Boschetto v. Hansing, 539 F.3d 1011, 1020 (9th Cir. 2008). 
Here, Plaintiff’s entire argument for personal jurisdiction over BCM relies on his 
arguments under the CEA, which the Court rejects as a matter of law, and alter ego claim—
essentially conceding that the Court lacks general or specific personal jurisdiction over 
BCM in Arizona. Furthermore, Plaintiff does not even attempt to argue personal 
jurisdiction for the Binance Individual Defendants in his Response. Like the Reynolds 
court, which denied jurisdictional discovery on an alter ego theory between Binance 
Holdings Ltd. and Binance.US because the plaintiff’s “bare allegations [were] insufficient 
to justify jurisdictional discovery,” the Court finds the same true here. 481 F. Supp. 3d at 
1010. Just like in Reynolds, here Plaintiff fails “to offer any details supporting the assertion 
that discovery will establish facts supporting this Court’s jurisdiction over [BCM] under 
Plaintiff’s alter ego theory.” Id.; see also Armstrong v. Gen . Motors LLC, No. CV -20-
00284-PHX-DLR, 2020 WL 8024424, at *3 (D. Ariz. Oct. 29, 2020) (denying 
jurisdictional discovery where plaintiff merely “postulates” that defendant “might not have 
followed all the corporate formalities”); see also Sutcliffe v. Honeywell Int’l, Inc., No. CV-
13-01029-PHX-PGR, 2015 WL 14 42773, at *10 (D. Ariz. Mar. 30, 2015) (denying 
“jurisdictional discovery related to the internal relationships among the various Airbus -
related entities”). 

 
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Therefore, the Court will deny Plaintiff’s request for jurisdictional discovery and 
grant BCM’s MTD for lack of personal jurisdiction. As such, the Court need not reach 
BCM and the Binance Individuals’ arguments for failure to state a claim and failure to 
provide proper service, as they are moot. 
IV. DISMISSED WITH PREJUDICE 
 “A district court should grant leave to amend even if no request to amend the 
pleading was made, unless it determines that the pleading could not possibly be cured by 
the allegation of other facts.” Lopez v. Smith, 203 F.3d 1122, 1127 (9th Cir. 2000) (cleaned 
up). Plaintiff’s Complaint, Response, and oral argument assertions fail to assert any facts 
that could satisfy personal jurisdiction. Plaintiff’s Complaint will therefore be dismissed 
with prejudice. 
V. CONCLUSION 
 IT IS ORDERED granting Defendants Binance.US, CoinMarketCap, and BCM’s 
MTD. (Docs. 70; 71; 72.) 
 IT IS FURTHER ORDERED dismissing Plaintiff’s Complaint with prejudice. 
(Doc. 1.) 
 IT IS FURTHER ORDERED instructing the Clerk of Court to terminate this case. 
Dated this 10th day of February, 2023. 
 
 

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