Appeal from the United States District Court for the Southern District of New York No. 20-cv-2803, Andrew L. Carter, Judge. Plaintiffs-Appellants used Defendants-Appellees’ website, Binance.com, to purchase a type of crypto-asset called “tokens.” They allege that by selling these tokens without registration, Binance violated Section 12(a)(1) of the Securities Act of 1933, 15 U.S.C. §77l(a)(1), and the “Blue Sky” securities laws of various states. Plaintiffs also seek recission of contracts they entered into with Binance under Section 29(b) of the Securities and Exchange Act of 1934, 15 U.S.C. §78cc(b). The district court dismissed Plaintiffs’ claims as impermissible extraterritorial applications of these statutes and also dismissed their federal claims as untimely. We conclude that Plaintiffs have adequately alleged that their transactions on the Binance exchange were domestic transactions and that therefore the application of federal and state securities laws here was not impermissibly extraterritorial. We further conclude that Plaintiffs’ federal claims did not accrue until after they made the relevant purchases, and therefore their claims arising from purchases made during the year before filing suit are timely. Accordingly, we REVERSE and REMAND as to the claims challenged on appeal. ALISON NATHAN, C.J. Plaintiffs-Appellants, purchasers of crypto-assets on an international electronic exchange called Binance, appeal the dismissal of this putative class action against Defendants-Appellees Binance and its chief executive officer Changpeng Zhao. Plaintiffs seek damages arising from Binance’s alleged violation of Section 12(a)(1) of the Securities Act of 1933 (Securities Act), 15 U.S.C. §77l(a)(1), which they claim occurred when Binance unlawfully promoted, offered, and sold billions of dollars’ worth of crypto-assets called “tokens,” which were not registered as securities. Plaintiffs also seek recission of contracts they entered into with Binance under Section 29(b) of the Securities and Exchange Act of 1934 (Exchange Act), 15 U.S.C. §78cc(b), on the basis that Binance allegedly contracted to sell securities without being registered as a securities exchange or broker-dealer. Lastly, Plaintiffs raise claims under “Blue Sky” laws, which are state statutes designed to protect the public from securities fraud. The district court concluded that (1) Plaintiffs’ claims constitute an impermissible extraterritorial application of securities law under Morrison v. National Australia Bank Ltd., 561 U.S. 247 (2010), and (2) Plaintiffs’ federal claims are also untimely under the applicable statutes of limitations. On appeal, Plaintiffs argue that they have plausibly alleged that the transactions at issue are subject to domestic securities laws and that their federal claims involving purchases made during the year before filing suit are timely.1 We agree. First, we conclude that Plaintiffs have plausibly alleged that the transactions at issue are domestic transactions subject to domestic securities laws because the parties became bound to the transactions in the United States, and therefore irrevocable liability attached in the United States. Second, we conclude that these claims accrued at the time Plaintiffs purchased or committed to purchase the tokens, and thus Plaintiffs’ claims arising from transactions in tokens during the year before filing the complaint are timely. Accordingly, we REVERSE and REMAND for further proceedings as to the claims challenged on appeal. BACKGROUND I. Facts The following facts are taken from Plaintiffs’ allegations in their operative complaint and documents that it incorporates. See Chambers v. Time Warner, Inc., 282 F.3d 147, 152-53 (2d Cir. 2002). Binance is an online platform where a variety of crypto-assets can be purchased and sold. It represents itself as the largest such exchange in the world. By July 2017, Binance had been founded in China and had launched its digital asset exchange. Within less than a year, it moved its titular headquarters first to Japan and then to Malta, seeking more favorable regulatory environments. Nonetheless, Binance rejects having any physical headquarters in any geographic jurisdiction. In February 2020, in response to Maltese regulators denying that Binance was a “Malta-based cryptocurrency company,” Binance founder and CEO, co-defendant Changpeng Zhao stated: Binance.com is not headquartered or operated in Malta…There are misconceptions some people have on how the world must work…you must have offices, HQ, etc. But there is a new world with blockchain now…Binance.com has always operated in a decentralized manner as we reach out to our users across more than 180 nations worldwide. App’x at 171-72
