1. Why did I receive a Notice?
2. What is this lawsuit about?
3. What is a class action?
4. Why is there a Settlement?
5. How do I know if I can participate in the Settlement?
6. I am still not sure if I am included in the Class and the Settlement?
7. What does the Settlement provide?
8. How will payments from the Settlement be calculated?
9. What happens if the money from the Settlement is not fully claimed?
10. How do I get a payment?
11. When will I receive my share of the Net Settlement Fund?
12. What am I giving up if I stay in the class?
13. What happens if I do nothing?
14. Do I have a lawyer in the action?
15. How will the lawyers be paid?
16. What does “excluding yourself from the Settlement” mean?
17. How do I exclude myself from the Settlement?
18. If I do not exclude myself, can I bring the same claims against defendants later?
19. What happens if I exclude myself?
20. What does “objecting to the Settlement” mean?
21. How do I object to the Settlement?
22. What is the difference between excluding yourself and objecting?
23. May I speak at the Final Settlement Hearing?
24. Where can I find more information?
25. Which wallets and/or centralized exchanges are available to be connected when submitting a Proof of Claim?
If you received a Notice, it is because records indicate you may be a person or entity who, directly or through an intermediary, purchased the digital assets “FEI” and “TRIBE” in exchange for ETH between March 31, 2021 and April 3, 2021, including those who “pre-swapped” their Genesis Group FEI token allocation for TRIBE tokens (the “Class”). These are the “Class Members” who received a Notice. The Class excludes Defendants and their affiliates, and those who exclude themselves from the Settlement.
The Court authorized the Notice because you have a right to know about the proposed Settlement and all your options before the Court decides whether to approve the Settlement. The Notice explains the nature of the lawsuit, the general terms of the proposed Settlement and how the Settlement may impact you. The Notice also explains the ways you may participate in, object to, or exclude yourself from, the Settlement.
Click here for a downloadable and printable version of the Notice of Proposed Class Action Settlement.
A class action was brought by Jonathan Shomroni (“Plaintiff”), on behalf of himself and the Class, against Defendants Fei Labs, Joseph Santoro, Sebastian Delgado, and Brianna Montgomery, in the Superior Court of California, County of San Francisco, under the case caption Shomroni v. Fei Labs, Inc., et al., Case No. CGC-22-598995. The lawsuit alleges that Defendants violated the federal securities laws by conducting an unlawful offering and sale of FEI and TRIBE tokens during the Genesis Event that occurred between March 31, 2021 and April 3, 2021, without complying with the registration requirements of the Securities Act.
Plaintiff claims Defendants are liable to Class Members who purchased FEI and TRIBE tokens directly from the Fei Protocol during the Genesis Event and that Class Members have the right to get back the funds they invested, plus interest, or damages if they sold their tokens at a loss. Defendants deny any wrongdoing, and the Court has not found that any Defendant has committed wrongdoing.
More details about the lawsuit and the claims alleged against Defendants can be found in the Plaintiff’s Complaint for Violation of the Securities Act of 1933.
In a class action, one or more people commence a lawsuit to assert legal claims on behalf of themselves and other persons in the same or similar circumstances. Here, Plaintiff sued on behalf of himself and other people who have similar claims based on their purchase of FEI and TRIBE tokens from the Fei Protocol during the Genesis Event. Plaintiff serves as the Class Representative to represent his personal interests as well as the interests of the Class Members. One court resolves the issues for all Class Members except those who exclude themselves from the Class and the Settlement. The Honorable Judge Ethan P. Schulman presides over this class action.
Settlement avoids the costs and uncertainty of a trial and any related appeals. At the same time, the Settlement provides benefits to Class Members when the Settlement becomes final. The Court has not decided in favor of Plaintiff or Defendants. Instead, Plaintiff and Defendants (the “Settling Parties”), have agreed to resolve the Litigation. Plaintiff and his attorneys (“Plaintiff’s Counsel”) believe the Settlement is best for all Class Members.
You are a Class Member and your rights are affected by the Settlement if you are:
A Person* who, directly or through an intermediary, purchased the digital assets “FEI” and “TRIBE” in exchange for ETH as part of the Genesis Group between March 31, 2021 and April 3, 2021, including those who “pre-swapped” their Genesis Group FEI token allocation for TRIBE tokens.
Excluded from the Class and the Settlement are: (i) Defendants; (ii) any person, firm, trust, corporation, or other entity directly affiliated with any Defendant; and (iii) any justice or judicial officer presiding over this matter and members of their immediate families and judicial staff. Also excluded from the Class and the Settlement are those persons who timely and validly request exclusion.
If you are a Class Member and you wish to be eligible to participate in the distribution of proceeds from the Settlement, you are required to submit a Proof of Claim, and any required supporting documentation as set forth therein, through this Settlement Website or by mail postmarked no later than October 1, 2023.
Click here to submit a Proof of Claim or find a downloadable and printable version of the Proof of Claim on the Important Documents page.
* ”Person” includes any individual or entity as defined in the Stipulation of Settlement.
If you are still not sure whether you are a Class Member and can participate in the Settlement, you can ask for free assistance. You can review the Settlement documents on the Important Documents page, you can call 888-427-9229 for more information, or you can email info@FEITRIBESecuritiesSettlement.com.
Defendants have agreed to pay $17,850,000.00 into a Settlement Fund. This Settlement Fund will be used to pay notice, claims and administration costs, taxes, attorneys’ fees and costs for Plaintiff’s Counsel, and a potential Service Award to the Plaintiff as approved by the Court.
The “Net Settlement Fund,” which is the amount left over after expenses, taxes, fees, and a Service Award, will be divided pro rata among all Class Members who timely file a valid Proof of Claim and do not exclude themselves from the Settlement. Payments from the Net Settlement Fund will be made under a Plan of Allocation approved by the Court.
Payments under the Plan of Allocation approved by the Court will be conclusive against all Class Members. No person shall have any claim against Plaintiff, Plaintiff’s Counsel, or the Claims Administrator based on determinations or distributions made substantially in accordance with the Stipulation of Settlement, the Plan of Allocation approved by the Court, or further orders of the Court. Among other things, Defendants shall have no responsibility or liability whatsoever for: any act or omission related to the Settlement Fund or the Net Settlement Fund; the determination, administration, calculation, or payment of any Claim or nonperformance of the Claims Administrator; the payment or withholding of taxes; or any losses incurred in connection therewith.
Details about the proposed Settlement are available in the Stipulation of Settlement.
Your Claim will be calculated based upon the provisions of Section 12(a) of the Securities Act, 15 U.S.C. § 77l(a), which generally provides that purchasers of unregistered securities are entitled to get back the value they paid for the unregistered securities, less any value received from selling them.
Unless a different plan of allocation is approved by the Court, the value of each Class Member’s Claim will be calculated as follows:
1. For each digital wallet used to make a contribution to the Genesis Event, a “Recognized Loss Amount” will be calculated as set forth below for all FEI and TRIBE tokens purchased or otherwise acquired using that digital wallet, as listed in the Proof of Claim form and for which adequate documentation is provided.
2. For each digital wallet, a Claimant’s “Starting Value” will be the U.S. dollar value of ETH contributed to the Genesis Event and used to purchase FEI and TRIBE digital assets in the Genesis Group offering, calculated by multiplying the number of ETH contributed by $2,009.19, the U.S. dollar value of ETH employed in the execution of the Genesis transaction.*
3. For each digital wallet, a Claimant’s “Ending Value” will be the sum of their calculated FEI Sales Values, TRIBE Sales Values, FEI Holding Values, and TRIBE Holding Values. These values are calculated as U.S. dollar amounts as follows:
a. For each FEI purchased in the Genesis Group offering and:
i. Sold prior to January 27, 2023, the “FEI Sales Value” is equal to the sales price.**
ii. Held as of January 27, 2023, the “FEI Holding Value” is equal to $1.00.
b. For each TRIBE purchased or otherwise received in the Genesis Group offering (including TRIBE acquired from “pre-swapping” FEI and bonus TRIBE received) and:
i. Sold prior to January 27, 2023, the “TRIBE Sales Value” is equal to the sales price.***
ii. Held as of January 27, 2023, the “TRIBE Holding Value” is equal to $0.25.
4. For each digital wallet used in the Genesis Event, a Claimant’s “Recognized Loss Amount” is equal to the Starting Value minus the Ending Value. If the Recognized Loss Amount is less than or equal to zero, the Recognized Loss Amount for that digital wallet shall be set to zero.
5. A Claimant’s “Recognized Claim” will be the sum of his, her, or its Recognized Loss Amounts as calculated above with respect to all digital wallets used to purchase or acquire FEI and TRIBE as part of the Genesis Group.
6. The Net Settlement Fund will be distributed to Claimants whose Claims have been validated and approved by the Claims Administrator (“Authorized Claimants”), on a pro rata basis based on the relative size of their Recognized Claims. Specifically, a “Distribution Amount” will be calculated for each Authorized Claimant as that Authorized Claimant’s Recognized Claim divided by the total Recognized Claims of all Authorized Claimants, multiplied by the total amount in the Net Settlement Fund.
7. If any Authorized Claimant’s Distribution Amount calculates to less than $10.00, no distribution will be made to that Authorized Claimant.
* See Genesis Transaction, Ethereum blockchain transaction hash: 0xc9851f374701f76024c1f44f7166e0ef8a99456750463dc9d7b426e6359b9b20, available at https://etherscan.io/tx/0xc9851f374701f76024c1f44f7166e0ef8a99456750463dc9d7b426e6359b9b20 (showing, under “More Details,” “Ether Price: $2,009.19 / ETH”).
** Sales price for FEI token sales shall equal to the FEI closing price (in dollars) associated with the documented sales date found at https://coinmarketcap.com/.
*** Sales price for TRIBE token sales shall equal the TRIBE closing price (in dollars) associated with the documented sales date found at https://coinmarketcap.com/.
In the event that the value of Claims does not exhaust the Net Settlement Fund, each valid Claim will be increased pro rata to exhaust the Net Settlement Fund.
In the event that the value of Claims exceeds the amount of money in the Net Settlement Fund, each Claim will be reduced pro rata. Whether increased or decreased, the pro rata share of all Authorized Claimants will be adjusted so that the entire Net Settlement Fund is paid out.
To the extent any monies remain in the Net Settlement Fund a reasonable time after the initial distribution, and if the Court determines that it is cost-effective to do so, the Claims Administrator will reallocate the Net Settlement Fund remaining after payment of any unpaid fees and expenses incurred in administering the Settlement, to Authorized Claimants. The re-distribution will be made to Authorized Claimants who have cashed their initial distributions and who would receive at least $10.00 from such re-distribution. Additional re-distributions to Authorized Claimants who have cashed their prior checks and who would receive at least $10.00 on such additional re-distributions may occur thereafter if it is determined by the Court that it would be cost-effective. At such time as the Court determines that the re-distribution of funds remaining in the Net Settlement Fund is not cost-effective, the remaining balance will be contributed to an appropriate 501(c)(3) non-profit organization selected by, and unaffiliated with, Plaintiff’s Counsel, subject to approval by the Court.
To qualify for a payment from the Net Settlement Fund, you must submit a Proof of Claim, along with supporting documentation or information--including proof or verification of wallet ownership--which can be submitted via the Submit a Proof of Claim module on this Settlement Website.
Alternatively, you can also print out a paper copy of the Proof of Claim, which is available on the Important Documents page of this Settlement Website, and mail it to the Claims Administrator at FEI TRIBE Securities Settlement, P.O. Box 25243, Santa Ana, CA 92799.
You will have to provide documentation demonstrating that you are indeed a Class Member, and supporting your losses. The Proof of Claim describes the types of documents and information you need, and how to submit a Claim. If you have any unanswered questions or require assistance in submitting a Proof of Claim, you can contact the Administrator at 888-427-9229 or via email at info@FEITRIBESecuritiesSettlement.com
YOUR PROOF OF CLAIM MUST BE SUBMITTED THROUGH THE SETTLEMENT WEBSITE OR BE MAILED AND POSTMARKED NO LATER THAN OCTOBER 1, 2023.
Late or unsupported Claims may be rejected, so please follow the instructions carefully.
The Court will hold the final Settlement Hearing on October 27, 2023 at 10:00 a.m., to decide whether to approve the Settlement. If the Court approves the Settlement and there are no appeals, Claims will be paid after the approval of the Settlement. However, it is possible there may be appeals related to the final approval, any attorneys’ fees or costs awarded, or any Service Award to the Plaintiff. It is always uncertain whether and how these appeals will be resolved and resolving them may take time, perhaps more than a year. This Settlement Website will be updated with current information concerning the Settlement, including if final approval has been entered by the Court and the approximate dates that any Claims are expected to be paid. Please be patient.
If you are a Class Member and you do not exclude yourself from the Settlement, you will be releasing all of your legal claims concerning Defendants’ conduct described in the Notice of Proposed Class Action Settlement and in the Plaintiff’s Complaint for Violation of the Securities Act of 1933 (the “Release”). You will not be able to sue Defendants for anything related to your purchase of FEI or TRIBE tokens during the Genesis Event under any legal theory in any jurisdiction. This means that you cannot sue, continue to sue, or be part of any other lawsuit against Defendants or their Related Parties about the legal issues in the Litigation. It also means that the Court’s orders will apply to you and legally bind you.
Note: The Notice of Proposed Class Action Settlement provides only a summary of the Release. The specific details of the “Released Claims” against the “Released Defendants” being given up by Class Members who do not exclude themselves from the Settlement, are set forth in the Stipulation of Settlement.
If you do nothing and the Court finally approves the Settlement, you will be included in the Settlement and be bound by the release of claims as described above. However, if you do not timely submit a valid Proof of Claim as explained above, you will not receive any portion of the Net Settlement Fund. To be paid your Claim, you must timely submit a valid Proof of Claim with sufficient supporting documents and information.
Plaintiff and the Class Members are represented by the law firms, The Restis Law Firm, P.C., HGT Law and AFN Law PLLC (“Plaintiff’s Counsel”).
You will not be directly charged for their work on the case except as approved by the Court from the Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense. You can contact Plaintiff’s Counsel as follows:
William R. Restis
The Restis Law Firm, P.C.
225 Broadway, Suite 2220
San Diego, CA 92101
Hung G. Ta
250 Park Ave, 7th Floor
New York, NY 10177
AFN Law PLLC
502 Second Ave, 14th Floor
Seattle, WA 98104
Plaintiff’s Counsel will ask the Court to approve payment of a maximum of twenty five percent (25%) of the Settlement Fund ($4,462,500) for attorneys’ fees, plus payment of litigation expenses of a maximum of $125,000.00 from the Settlement Fund (“Fee and Expense Award”).
Plaintiff’s Counsel will also ask the Court to approve a payment of a maximum of $10,000 to the Plaintiff for his assistance in prosecuting the Litigation on behalf of the Class (“Service Award”).
The Court may award less than these amounts.
Plaintiff’s Counsel have a deadline of October 11, 2023 to file these requests with the Court. Plaintiff’s Counsel will explain the basis for their requests, and filed documents will be made available on the Important Documents page of this Settlement Website.
If you do not want the Settlement to apply to you, and do not want a portion of the Net Settlement Fund, but you want to keep your right to sue or continue to sue Defendants on your own about the legal issues relating to the Litigation, then you must take steps to get out of the Settlement. This is called excluding yourself from the Class and the Settlement (also referred to as “opting out”).
To exclude yourself from the Settlement, you or an authorized representative must send a written request, either by mail or email, signed by either you or your authorized representative, to the Claims Administrator stating that you want to be excluded from the Shomroni v. Fei Labs Inc. Settlement. You cannot exclude yourself by phone.
This written request must include the following information:
1. Your full name, mailing address, telephone number, and email address;
2. The Ethereum wallet address you used to contribute to the Genesis Event;
3. The statement, “I wish to exclude myself from the Class and do not wish to participate in the Settlement in Shomroni v. Fei Labs, Inc., et al., Case No. CGC-22-598995” or substantially similar clear and unambiguous language; and,
4. Your handwritten signature. An attorney’s signature or a typed signature is not sufficient.
To be valid, your request for exclusion must be submitted or postmarked (if by mail) by September 6, 2023 to:
FEI TRIBE Securities Settlement
P.O. Box 25243
Santa Ana, CA 92799
Your request for exclusion may also be submitted by email to info@FEITRIBESecuritiesSettlement.com by September 6, 2023 and should include the words “Opt Out” or “Request for Exclusion” in the email subject line, or other similar words indicating that the purpose of the email is to request exclusion.
If you submit both a Proof of Claim and a request for exclusion, the request for exclusion will be deemed invalid.
No. Unless you exclude yourself (opt out), you give up the right to sue Defendants for the claims released by the Settlement. You must exclude yourself from the Class if you want to pursue your own lawsuit.
If you request to be excluded, you will not receive any payments from the Net Settlement Fund and cannot object to the Settlement. If you request to be excluded from the Settlement, you will not be legally bound by anything that happens in the Litigation, even if the Court finally approves the Settlement.
You can inform the Court that you do not agree with all or any part of the Settlement or the Plan of Allocation. You can also object to the request for a Fee and Expense Award submitted by Plaintiff’s Counsel, or any Service Award requested by the Plaintiff. This is called objecting to the Settlement.
If you are a Class Member and have not excluded yourself, you can object to the Settlement or the Stipulation of Settlement. You can also object to the Plan of Allocation, any Fee and Expense Award requested by Plaintiff’s Counsel, or any Service Award requested by Plaintiff. You can provide reasons for the objection and why you think the Court should not approve the Settlement, any request for a Fee and Expense Award, or any request for a Service Award. The Court will consider your views.
To object, you must state in writing that you object to the settlement of the lawsuit entitled Shomroni v. Fei Labs, Inc., et al., Case No. CGC-22-598995. Please note that it is not sufficient to simply state that you object. Rather, in your written objection, you must include your full name, current address, and evidence demonstrating that you are a Class Member impacted by the Settlement. The evidence you provide should include the Ethereum wallet address you used to contribute ETH to the Genesis Event offering, and/or any confirmation email that you received after submitting a Proof of Claim. You or your authorized representative must also sign your written objection to the Settlement.
To assist the Court in considering your objection, you should include the factual and legal grounds for your objections, and copies of any documents supporting your positions.
To be considered, any written statement of objection must be postmarked by October 1, 2023 and submitted to the Claims Administrator at:
FEI TRIBE Securities Settlement
P.O. Box 25243
Santa Ana, CA 92799
Your written statement of objection may also be submitted by email to info@FEITRIBESecuritiesSettlement.com by October 1, 2023 and should include the words “Objection to Settlement” in the email subject line, or some other similar words indicating that the purpose of the email is to object to the Settlement.
If you fail to properly submit a written objection prior to October 1, 2023, your objection may not be heard during the final Settlement Hearing, and your objection(s) may be waived, or the Court will not consider them.
If you submit both a request for exclusion and an objection, the request for exclusion will be deemed invalid.
Objecting is simply informing the Court that you do not like something about the Settlement, the Plan of Allocation, any Fee and Expense Award requested by Plaintiff’s Counsel, or any Service Award requested by the Plaintiff. If you submit a written objection, you will still be entitled to receive a share of the Net Settlement Fund if you submit a timely and valid Proof of Claim. Even if you submit an objection, you will still be bound by all terms of the Settlement and related orders if approved by the Court, whether or not you submit a Proof of Claim.
You can object only if you remain as a Class Member. Excluding yourself from the Class informs the Court that you do not want to be part of the Class and you will not receive any of the benefits under the Settlement. If you exclude yourself, you have no basis to object, because the case no longer affects you.
You may attend and ask to speak at the final Settlement Hearing, but you do not have to do so.
The Court will hold a final Settlement Hearing on October 27, 2023 at 10:00 a.m. to decide whether the Settlement is fair, reasonable, and adequate, and whether the Settlement and Stipulation of Settlement should be finally approved. At the final Settlement Hearing, the Court will also decide whether to approve the Plan of Allocation, grant Plaintiff’s Counsel any Fee and Expense Award, and whether to grant Plaintiff any Service Award. If there are objections, the Court will consider them at the final Settlement Hearing.
At the final Settlement Hearing, Plaintiff’s Counsel will answer any questions that the Court may have. You are not required to attend the final Settlement Hearing, but you are welcome to come at your own expense. If you send an objection, you do not have to come to the Court to talk about it. As long as you submitted your written objection on time as explained above, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary.
After the hearing, the Court will decide whether to approve the Settlement and Plan of Allocation, whether to grant any Fee and Expense Award to Plaintiff’s counsel, and whether to grant any Service Award to Plaintiff. We do not know how long these decisions will take.
If you intend to speak at the final Settlement Hearing, you must send to all counsel a Notice of Intention to Appear before October 1, 2023. You must include copies of any papers, exhibits, or other evidence that you or your lawyer intend to present to the Court in connection with the final Settlement Hearing. Your Notice of Intention to Appear must be sent to all counsel by either mail or email sent to the addresses below:
William R. Restis
The Restis Law Firm, P.C.
225 Broadway, Suite 2220
San Diego, CA 92101
Quinn Emanuel Urquhart & Sullivan LLP
555 Twin Dolphin Dr, 5th Floor
Redwood Shores, CA 94065
Email is preferred. If you fail to send counsel a proper Notice of Intention to Appear before October 1, 2023, along with copies of any papers, exhibits, or other evidence that you or your counsel intend to present to the Court in connection with the final Settlement Hearing, you may not be heard during the final Settlement Hearing. However, any timely written objection you submitted will be considered by the Court.
The Notice of Proposed Class Action Settlement summarizes the proposed Settlement. The Stipulation of Settlement and other documents available on the Important Documents page of this Settlement Website provide more details.
You can also obtain additional information or request a copy of the Stipulation of Settlement by calling 888-427-9229 toll free or by writing to the Claims Administrator at info@FEITRIBESecuritiesSettlement.com.
PLEASE DO NOT TELEPHONE THE COURT OR THE CLERK’S OFFICE TO INQUIRE ABOUT THIS SETTLEMENT OR THE CLAIMS PROCESS.
A full list of the wallets and centralized exchanges that are supported and available to be connected through the Proof of Claim module is available here.