Page 1 EXHIBIT A-86Page 2 HO-
Coley, Catherine - Vol. I.20220127.
371307- HQ
1/27/2022 10:17 AM
Full-size Transcript
Prepared by:
HO-Tuesday, June 06, 2023Page 3
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
In the Matter of:
)
)
BINANCE.US
File No. HO-13865-A
)
WITNESS:
Catherine Coley
PAGES:
1 through
PLACE:
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.
DATE:
Thursday, January 27,
The above-entitled matter came on for hearing, via
WebEx, pursuant to notice, at 10:17 a.m.
Diversified Reporting Services, Inc.
(202) 467-
[1/27/2022 10:17 AM] Coley, Catherine - Vol. I.20220127. 3713...Page 4
this isn’t coming from Mr. Zhou.
that I think the question we have or the -- the answer
to the question is that she had discussions with Mr.
Zhao about it.
just to be clear that we’re not sort of incorporating
things that Mr. Zhou had told or Mr. Robins after Mr.
Zhou.
And then asking about her understanding,
MS. HITCHINS:
suggestion.
I’m a little worried
I’ll take you up on your
Jamie, thank you.
BY MS. HITCHINS:
Q
So, we were talking -- the first question was
asking what was your initial understanding about what
the service agreements were supposed to cover or
intended to cover, and you gave a response.
the basis for your understanding?
A
What was
As I kind of mentioned, the concept of
licensing the technology was what I was aware of, and
then I relied on legal counsel to properly paper and
document what it was that we needed to document in order
to allow that to happen and take place.
purely legal crafting and putting together the proper
documents required to allow us to operate a platform
using technology of someone else.
loosely encompassing all four of the service agreements
underneath that wing of technology.
So, that was
And I say technology
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Q
In terms of what -- your understanding of what
was intended by the agreement to not cover if you can
answer without revealing the content of privileged
communications?
A
Anything in my opinion outside of the
technology was for us to build out on my own and for BAM
going forward, so initially I came from a service-
oriented background, and I understood that the way I
treated my clients and the way that I interacted with
U.S. persons would lead me to be putting a customer
centric focus for our business.
customer support and our client coverage to be BAM
originated and built out, and as we built that out, we
took some of those services which were originally
outlined and no longer relied on dotcom’s team to
provide those services.
areas where BAM was responsible for building those out,
and that was something that I thought would be additive
to our platform having a U.S. centric support and sales
coverage team.
And so, I wanted our
That’s an example of one of the
Other aspects that were kind of outside of the
technology were the representation, the culture inside
of the company, that Binance.US had among its employees.
The employee kind of recruiting process and interview
process of how we would conduct ourselves was outside of
[1/27/2022 10:17 AM] Coley, Catherine - Vol. I.20220127. 3713...Page 6
the licensing agreements as well.
Those are a couple of
the examples, but there’s -- it was really quite easy
for me to see.
someone that was outside of the team that I brought on,
which initially was legal compliance, customer support,
eventually HR and finance roles, and risk roles
eventually, those were all initially part of the
agreement that we could rely on.
kind of minimize the amount of services that we would
And anything where we had to rely on
And we continued to
need to rely on for sake of any company not wanting to
have an enormous dependency.
for independence from those resources overseas because
it would make us a stronger business, and we’d be able
to have more flexibility addressing our users that were
based in the United States.
Q
We would continue to push
So, something I want to pick up on in what you
just said, you know you had mentioned sort of areas such
as risk, HR.
category or two, as being covered by the agreements, the
four service agreements, but that you wanted to
minimize.
A
I believe finance, perhaps another
Is that accurate over time?
Right.
So, the agreements covered -- I think
it mentions the customer support functionality that we
eventually brought over to be solely operated and
managed by the U.S. team, and that was largely because
[1/27/2022 10:17 AM] Coley, Catherine - Vol. I.20220127. 3713...Page 7
of the language discrepancies.
The times to which our
customers were meeting responses were different based on
using the services that were initially covered in those
agreements.
Q
So, you’re understanding was that risk, and
HR, and finance were covered by the four service
agreements?
A
Correct.
Q
Is that based on reading the agreements
themselves or was that from conversations that you had
with counsel or other people?
A
Conversations with counsel and as well as
reviewing the Master Services Agreement.
Q
Okay.
And then one thing you may have
mentioned was that you considered outside or not covered
by the four service agreements something with
regulation.
you just elaborate on that?
A
Is that something you were saying?
Could
Right.
MR. MCDONALD:
And just one more reminder if
that’s -- sometimes the question is asking for your
understanding, and then the question is what’s the basis
for that.
where you offered an understanding, and the basis was at
least in part counsel.
So, I think the last one was a good example
We really need to separate the
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Q
So, when BAM Trading began opening user
accounts for its platform in September of 2019, the four
service agreements were unsigned then.
A
Is that correct?
I don’t recall if there had been a prior
version that had been signed.
the on that I had seen with you was the January
signature.
Q
Okay.
The one I recollect and
So, to your knowledge, there weren’t
any signed versions that you signed?
A
I don’t recall if I had signed a prior version
or if one had been signed by me but never was completed,
so I don’t recall if there had been a previous version
of that.
Q
When did BAM Trading start using any of
Binance Holding’s services?
A
Upon my first week when I went to Shanghai and
began corresponding with -- well, I should specify.
began workshopping with members of dotcom that would
come and be underneath the service level agreements, and
this was all conceptual.
were live with the technology, so that started early on
kind of leveraging their resources and understanding of
how they built dotcom and to interpret how that would
impact running and launching Binance.US.
Q
I
This was nothing yet where we
So, BAM did start using Binance Holding’s
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services as early as June 2019 to your knowledge?
A
As services being discussions with the teams
and beginning laying out of what it would take, but we
hadn’t used the matching engine until the trading
platform went live in September 2014 -- 24 of 2019.
Q
Were there any term sheets for the four
service agreements prior to the drafting of the
agreements?
A
Are you aware of any?
Not that I’m aware of.
The first versions of
these SLAs I received from Harry, and that was early
into us building this out.
Q
Do you ever understand if there was any
impediment that prevented BAM Trading and Binance
Holdings from signing the four service agreements until
January 2020?
MR. MCDONALD:
Excluding anything that you
would’ve -- excluding anything that would constitute
legal advice.
THE WITNESS:
Right.
I think any of the --
the sequence of timing and signatures was conducted by
our legal counsel and determined by them, so I don’t
think I can respond there.
MS. ROSENFIELD:
Ms. Coley, if I may,
sometimes you say our legal counsel, and I’m not sure
who you’re talking about.
So, if it’s Harry Zhou, can
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you tell us?
So, now if you would kindly, you said you couldn’t
respond because it involved your legal counsel.
tell us which one?
And if it’s Chris Robins, can you tell us?
THE WITNESS:
Can you
Thank you for asking me to
clarify.
I understand our is confusing to understand.
So, Harry was counseling me on the initial months of
these SLAs.
them until I had Chris look over them and review them,
I wasn’t going to sign them or complete
and then it was Chris’s responsibility to determine when
were ready to sign those.
BY MS. ROSENFIELD:
Q
So, I have a few follow-up questions here.
So, when the platform went live in September, do you
remember having signed service agreements?
A
No.
I don’t remember having signed service
agreements at that time, but I do remember having seen
the service agreements.
in their final form at that moment.
Q
Okay.
And I don’t know if they were
And you’re aware that there were signed
service agreements later on in I believe January of
2020.
A
Yes.
Q
So, between the time that the company went
That’s correct.
live in January 2020, you can’t tell us whether the
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company had an executed service agreement with its
counterparty?
A
Correct.
I don’t know if we had an executed
service agreement with our counterparty between the
time.
MS. ROSENFIELD:
BY MS. HITCHINS:
Q
Thank you.
After the four service agreements were signed,
were there any changes in the relationship or course of
dealing between BAM Trading and Binance Holdings?
A
I mentioned this a little bit when describing
some of the services that we relied on initially that we
over time operated solely out of the U.S.
a couple of the instances where those service agreements
were broader than what we needed at that time.
customer support is mentioned in the Master Services
Agreement, and that eventually became solely operated by
Binance.US and a team in the U.S.
we continued to try to rebuild on our own in the U.S.
that were kind of chipping away at the service level
agreement, but many of the components still remained
intact until my departure such as matching engine.
Q
Okay.
That would be
So,
And other components
Are you familiar with the enhancement
work orders that were contemplated or their provisions
for them under the Master Services Agreement?
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A
In reviewing those documents for this
conversation or testimony with you, I did see the
enhancement documents, but I did not recollect the
nuances of those from prior.
Q
So, did BAM Trading during your tenure ever
submit any enhancement work orders?
A
I did not.
I had direct contact with the
members that I needed to enhance specific functions and
so would so in a faster way of requests.
I don’t recall
putting those enhancement orders through.
Q
Could someone else, one of your reports, have
submitted those enhancement work orders without your
knowledge?
A
I wouldn’t know if they did if they did it
without my knowledge.
Q
Are you familiar with the Master Service
Agreements provisions regarding access to confidential
information and sharing of confidential information
between parties?
A
Did you say the Master Service or across all
of them?
Q
Agreement.
A
I’m talking about the Master Services
I’d like to review the document and point out
specifically what you’re asking if that’s the case.
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routes.
So the website that we designed was stripped of
many of the pop-ups and moving parts and simplified and
provided there.
buy/sell was obviously a very useful component for the
U.S. and for the sophistication level of the U.S.
participants.
That's when introducing one-click
I did feel like because those limits were
quite small, a good portion of our users were looking
for a purchase of digital assets around the 50,000 mark,
that would size them out of the one-click buy/sell, and
they wouldn't be sophisticated enough to use the order
book.
So that's where OTC made sense to incorporate.
But my Reliance was more on the consistency
and making sure that we had, you know, a fast platform
that worked for our users, and would have minimal
downtime or bugs that would pop up.
kind of kept it simple as we could because the U.S.
audience wasn't looking for a highly distracting
interface.
Q
And that's what we
When you're answering the question, were you
thinking more of migrating personnel?
A
No.
I interpreted the question before as to
what tech components I wanted to see built out in the
U.S. product.
initially, and the personnel that I eventually brought
The personnel that I worked with
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over to BAM's side and brought on as contractors, was a
group that would be nimble enough to take on new tech
build-outs that we were looking for, and be versatile
enough to accommodate the new aspects of the business.
If there were technology advancements on the
dot-com side that the knowledge base did not include
those members of the BAM team, there may be some
information shared from a tech lead to educate them on
how to build it.
at that time.
But our engineers were specific to BAM
And so we were --
Q
What --
A
--limited in what we could build due to the
technical knowledge of our team that we had on BAM's
side.
Q
In terms of you know your views about
migration, were any sort of more components of the
platform that were not user-facing contemplated as well
for the migration that you viewed as important for the
migration?
A
Can you just clarify the migration that you're
referencing?
Q
Yeah, we were talking about the migration of
some BAM Trading technology from overseas to the United
States.
your view, was that, you know, something that you wanted
Was any technology more backend or was -- in
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to accomplish?
A
As we -- as I was building out my team in the
U.S., and getting familiar with the technology
components that we had, that we relied on dot-com for
the support and maintenance of abroad, there was --
there were categories of elements that I wanted to have
full independence from.
everything, but that wouldn't necessarily be possible or
be possible at that time, given our reliance on some of
I wanted full independence of
those components.
But the departments in the areas where we did
want that independence as quickly as we could would --
it started off with customer support.
get as much finance and clearing and settlement in the
U.S., given that's a 24/7 job that's required for our
users.
users quickly.
We're looking to
And we need that real-time ability to respond to
The wallet and custody was one that I wanted
to have, at least U.S. participation in so that we would
have control over the custody of the tokens.
data was one that I wanted custody of the data and
ability to interact with the raw data in real-time, as
to my directions, not waiting on someone else's
approvals.
And the
The components on the tech side product ideas,
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there was an amount of innovation that we were allowed,
but there was also an enormous amount of products that
we hadn't incorporated yet.
new technology advancement on the BAM side was not as
well-received as just completing the list of products
that we hadn't incorporated yet.
And so for us to make a net
So I was looking to have an engineering team
in the U.S. so that we could have net new advancements.
For instance, a tax service and an easy tax procedure is
very specific to the U.S.
And so that would be
something that we would need net built new.
those were some of the kind of frictions I would have.
The other components outside of a tech team,
And so
the design team I wanted to be able to have real-time
designs for either our marketing or updating of our
website, updating of our app.
bring over the design with Pascal.
elements being kind of the support functions for our
DevOps.
And so we were able to
But then other
So DevOps was a team that would be internal
only-facing and critical for us to get bugs fixed and
elements tuned to kind of a like the firemen of our
team.
bring over.
those I didn't.
So those are all the components that I sought to
Some of those I accomplished.
Some of
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And every time that I would feel defeated on
one, I would aim for another and continue to keep
pushing for that level of independence such that we
could operate in the vision that I had for the business.
And from a business perspective side, I felt like I had
the support I needed to grow and build the business and
the success was apparent for that.
Q
I can really hear your passion on this topic.
Not to cast any sort of negative light on it, but to
focus on where you were getting pushback, you know, what
were the areas of this plan and your vision, where were
you getting pushback, and who was giving you the
pushback?
A
The kind of the major components of pushback
outside of the -- I will back up.
A couple of major
pain points up at front, and then I will break them down
as to how we were able to overcome or how we weren't
able to overcome.
The codebase that was used and the engineers
that were used to build out the platform, the majority
of the codebase was in Chinese so that presented a high
level of difficulty for a Western- and U.S.-based
engineering team to come in and begin building and
maintaining and updating the codebase.
Certainly, there is plenty of talent that is
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bilingual.
of building a team, so.
an immediate difficulty for us bringing the engineering
team over was just the language aspect of it, and it's
how integrated that was to the tech.
But the cultural combination is a huge part
And that is kind of -- that was
I say that integrated to the tech, that's some
parts of the tech.
Other parts of the tech were -- I
don't know the language that they were written in, other
than Rust.
But Rust is a computer language, not a
country language.
So that was a pushback initially on
the engineering team was that was our difficult pain
point.
The other aspects of the -- the data and the
finance were the two most difficult ones to bring over
to the U.S., and the data was -- had a significant
opacity to it.
or how or what we would need to do to be able to bring
the data over.
And I did not get answers from CZ on why
And then on the finance side, we were able to
bring over the signatories of our bank accounts so that
it was Josh and I.
teams we were not able to hire the adequate persons for
operating those functions in the U.S. by the time that I
had left.
conducted to be able to bring the clearing and
But the clearing and settlement
So we had job descriptions out and interviews
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EXHIBIT A-86
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HO-13865
Coley, Catherine - Vol. I.20220127.
371307- HQ
1/27/2022 10:17 AM
Full-size Transcript
Prepared by:
HO-13865
Tuesday, June 06, 2023
PDF Page 4
Case 1:23-cv-01599 Document 20-6 Filed 06/06/23 Page 3 of 18
1
1
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
2
3
In the Matter of:
4
)
5
)
BINANCE.US
File No. HO-13865-A
)
6
7
WITNESS:
Catherine Coley
8
PAGES:
1 through 199
9
PLACE:
Securities and Exchange Commission
10
100 F Street, N.E.
11
Washington, D.C. 20549
12
DATE:
Thursday, January 27, 2022
13
14
15
The above-entitled matter came on for hearing, via
WebEx, pursuant to notice, at 10:17 a.m.
16
17
18
19
20
21
22
23
24
25
Diversified Reporting Services, Inc.
(202) 467-9200
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1
this isn’t coming from Mr. Zhou.
2
that I think the question we have or the -- the answer
3
to the question is that she had discussions with Mr.
4
Zhao about it.
5
just to be clear that we’re not sort of incorporating
6
things that Mr. Zhou had told or Mr. Robins after Mr.
7
Zhou.
8
9
10
11
And then asking about her understanding,
MS. HITCHINS:
suggestion.
I’m a little worried
I’ll take you up on your
Jamie, thank you.
BY MS. HITCHINS:
Q
So, we were talking -- the first question was
12
asking what was your initial understanding about what
13
the service agreements were supposed to cover or
14
intended to cover, and you gave a response.
15
the basis for your understanding?
16
A
What was
As I kind of mentioned, the concept of
17
licensing the technology was what I was aware of, and
18
then I relied on legal counsel to properly paper and
19
document what it was that we needed to document in order
20
to allow that to happen and take place.
21
purely legal crafting and putting together the proper
22
documents required to allow us to operate a platform
23
using technology of someone else.
24
loosely encompassing all four of the service agreements
25
underneath that wing of technology.
So, that was
And I say technology
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1
Q
In terms of what -- your understanding of what
2
was intended by the agreement to not cover if you can
3
answer without revealing the content of privileged
4
communications?
5
A
Anything in my opinion outside of the
6
technology was for us to build out on my own and for BAM
7
going forward, so initially I came from a service-
8
oriented background, and I understood that the way I
9
treated my clients and the way that I interacted with
10
U.S. persons would lead me to be putting a customer
11
centric focus for our business.
12
customer support and our client coverage to be BAM
13
originated and built out, and as we built that out, we
14
took some of those services which were originally
15
outlined and no longer relied on dotcom’s team to
16
provide those services.
17
areas where BAM was responsible for building those out,
18
and that was something that I thought would be additive
19
to our platform having a U.S. centric support and sales
20
coverage team.
21
And so, I wanted our
That’s an example of one of the
Other aspects that were kind of outside of the
22
technology were the representation, the culture inside
23
of the company, that Binance.US had among its employees.
24
The employee kind of recruiting process and interview
25
process of how we would conduct ourselves was outside of
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1
the licensing agreements as well.
Those are a couple of
2
the examples, but there’s -- it was really quite easy
3
for me to see.
4
someone that was outside of the team that I brought on,
5
which initially was legal compliance, customer support,
6
eventually HR and finance roles, and risk roles
7
eventually, those were all initially part of the
8
agreement that we could rely on.
9
kind of minimize the amount of services that we would
And anything where we had to rely on
And we continued to
10
need to rely on for sake of any company not wanting to
11
have an enormous dependency.
12
for independence from those resources overseas because
13
it would make us a stronger business, and we’d be able
14
to have more flexibility addressing our users that were
15
based in the United States.
16
Q
We would continue to push
So, something I want to pick up on in what you
17
just said, you know you had mentioned sort of areas such
18
as risk, HR.
19
category or two, as being covered by the agreements, the
20
four service agreements, but that you wanted to
21
minimize.
22
A
I believe finance, perhaps another
Is that accurate over time?
Right.
So, the agreements covered -- I think
23
it mentions the customer support functionality that we
24
eventually brought over to be solely operated and
25
managed by the U.S. team, and that was largely because
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1
of the language discrepancies.
The times to which our
2
customers were meeting responses were different based on
3
using the services that were initially covered in those
4
agreements.
5
Q
So, you’re understanding was that risk, and
6
HR, and finance were covered by the four service
7
agreements?
8
A
Correct.
9
Q
Is that based on reading the agreements
10
themselves or was that from conversations that you had
11
with counsel or other people?
12
13
14
A
Conversations with counsel and as well as
reviewing the Master Services Agreement.
Q
Okay.
And then one thing you may have
15
mentioned was that you considered outside or not covered
16
by the four service agreements something with
17
regulation.
18
you just elaborate on that?
19
A
20
Is that something you were saying?
Could
Right.
MR. MCDONALD:
And just one more reminder if
21
that’s -- sometimes the question is asking for your
22
understanding, and then the question is what’s the basis
23
for that.
24
where you offered an understanding, and the basis was at
25
least in part counsel.
So, I think the last one was a good example
We really need to separate the
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1
Q
So, when BAM Trading began opening user
2
accounts for its platform in September of 2019, the four
3
service agreements were unsigned then.
4
A
Is that correct?
I don’t recall if there had been a prior
5
version that had been signed.
6
the on that I had seen with you was the January 2020
7
signature.
8
Q
9
10
Okay.
The one I recollect and
So, to your knowledge, there weren’t
any signed versions that you signed?
A
I don’t recall if I had signed a prior version
11
or if one had been signed by me but never was completed,
12
so I don’t recall if there had been a previous version
13
of that.
14
15
16
Q
When did BAM Trading start using any of
Binance Holding’s services?
A
Upon my first week when I went to Shanghai and
17
began corresponding with -- well, I should specify.
18
began workshopping with members of dotcom that would
19
come and be underneath the service level agreements, and
20
this was all conceptual.
21
were live with the technology, so that started early on
22
kind of leveraging their resources and understanding of
23
how they built dotcom and to interpret how that would
24
impact running and launching Binance.US.
25
Q
I
This was nothing yet where we
So, BAM did start using Binance Holding’s
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1
2
services as early as June 2019 to your knowledge?
A
As services being discussions with the teams
3
and beginning laying out of what it would take, but we
4
hadn’t used the matching engine until the trading
5
platform went live in September 2014 -- 24 of 2019.
6
Q
Were there any term sheets for the four
7
service agreements prior to the drafting of the
8
agreements?
9
A
Are you aware of any?
Not that I’m aware of.
The first versions of
10
these SLAs I received from Harry, and that was early
11
into us building this out.
12
Q
Do you ever understand if there was any
13
impediment that prevented BAM Trading and Binance
14
Holdings from signing the four service agreements until
15
January 2020?
16
MR. MCDONALD:
Excluding anything that you
17
would’ve -- excluding anything that would constitute
18
legal advice.
19
THE WITNESS:
Right.
I think any of the --
20
the sequence of timing and signatures was conducted by
21
our legal counsel and determined by them, so I don’t
22
think I can respond there.
23
MS. ROSENFIELD:
Ms. Coley, if I may,
24
sometimes you say our legal counsel, and I’m not sure
25
who you’re talking about.
So, if it’s Harry Zhou, can
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1
you tell us?
2
So, now if you would kindly, you said you couldn’t
3
respond because it involved your legal counsel.
4
tell us which one?
5
And if it’s Chris Robins, can you tell us?
THE WITNESS:
Can you
Thank you for asking me to
6
clarify.
I understand our is confusing to understand.
7
So, Harry was counseling me on the initial months of
8
these SLAs.
9
them until I had Chris look over them and review them,
I wasn’t going to sign them or complete
10
and then it was Chris’s responsibility to determine when
11
were ready to sign those.
12
BY MS. ROSENFIELD:
13
Q
So, I have a few follow-up questions here.
14
So, when the platform went live in September, do you
15
remember having signed service agreements?
16
A
No.
I don’t remember having signed service
17
agreements at that time, but I do remember having seen
18
the service agreements.
19
in their final form at that moment.
20
Q
Okay.
And I don’t know if they were
And you’re aware that there were signed
21
service agreements later on in I believe January of
22
2020.
23
A
Yes.
24
Q
So, between the time that the company went
25
That’s correct.
live in January 2020, you can’t tell us whether the
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company had an executed service agreement with its
2
counterparty?
3
A
Correct.
I don’t know if we had an executed
4
service agreement with our counterparty between the
5
time.
6
MS. ROSENFIELD:
7
BY MS. HITCHINS:
8
9
10
11
Q
Thank you.
After the four service agreements were signed,
were there any changes in the relationship or course of
dealing between BAM Trading and Binance Holdings?
A
I mentioned this a little bit when describing
12
some of the services that we relied on initially that we
13
over time operated solely out of the U.S.
14
a couple of the instances where those service agreements
15
were broader than what we needed at that time.
16
customer support is mentioned in the Master Services
17
Agreement, and that eventually became solely operated by
18
Binance.US and a team in the U.S.
19
we continued to try to rebuild on our own in the U.S.
20
that were kind of chipping away at the service level
21
agreement, but many of the components still remained
22
intact until my departure such as matching engine.
23
Q
Okay.
That would be
So,
And other components
Are you familiar with the enhancement
24
work orders that were contemplated or their provisions
25
for them under the Master Services Agreement?
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1
A
In reviewing those documents for this
2
conversation or testimony with you, I did see the
3
enhancement documents, but I did not recollect the
4
nuances of those from prior.
5
6
7
Q
So, did BAM Trading during your tenure ever
submit any enhancement work orders?
A
I did not.
I had direct contact with the
8
members that I needed to enhance specific functions and
9
so would so in a faster way of requests.
10
11
I don’t recall
putting those enhancement orders through.
Q
Could someone else, one of your reports, have
12
submitted those enhancement work orders without your
13
knowledge?
14
A
15
16
I wouldn’t know if they did if they did it
without my knowledge.
Q
Are you familiar with the Master Service
17
Agreements provisions regarding access to confidential
18
information and sharing of confidential information
19
between parties?
20
21
A
Did you say the Master Service or across all
of them?
22
Q
23
Agreement.
24
A
25
I’m talking about the Master Services
I’d like to review the document and point out
specifically what you’re asking if that’s the case.
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1
routes.
So the website that we designed was stripped of
2
many of the pop-ups and moving parts and simplified and
3
provided there.
4
buy/sell was obviously a very useful component for the
5
U.S. and for the sophistication level of the U.S.
6
participants.
7
That's when introducing one-click
I did feel like because those limits were
8
quite small, a good portion of our users were looking
9
for a purchase of digital assets around the 50,000 mark,
10
that would size them out of the one-click buy/sell, and
11
they wouldn't be sophisticated enough to use the order
12
book.
So that's where OTC made sense to incorporate.
13
But my Reliance was more on the consistency
14
and making sure that we had, you know, a fast platform
15
that worked for our users, and would have minimal
16
downtime or bugs that would pop up.
17
kind of kept it simple as we could because the U.S.
18
audience wasn't looking for a highly distracting
19
interface.
20
Q
21
22
And that's what we
When you're answering the question, were you
thinking more of migrating personnel?
A
No.
I interpreted the question before as to
23
what tech components I wanted to see built out in the
24
U.S. product.
25
initially, and the personnel that I eventually brought
The personnel that I worked with
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1
over to BAM's side and brought on as contractors, was a
2
group that would be nimble enough to take on new tech
3
build-outs that we were looking for, and be versatile
4
enough to accommodate the new aspects of the business.
5
If there were technology advancements on the
6
dot-com side that the knowledge base did not include
7
those members of the BAM team, there may be some
8
information shared from a tech lead to educate them on
9
how to build it.
10
at that time.
But our engineers were specific to BAM
And so we were --
11
Q
What --
12
A
--limited in what we could build due to the
13
technical knowledge of our team that we had on BAM's
14
side.
15
Q
In terms of you know your views about
16
migration, were any sort of more components of the
17
platform that were not user-facing contemplated as well
18
for the migration that you viewed as important for the
19
migration?
20
A
21
22
Can you just clarify the migration that you're
referencing?
Q
Yeah, we were talking about the migration of
23
some BAM Trading technology from overseas to the United
24
States.
25
your view, was that, you know, something that you wanted
Was any technology more backend or was -- in
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1
2
to accomplish?
A
As we -- as I was building out my team in the
3
U.S., and getting familiar with the technology
4
components that we had, that we relied on dot-com for
5
the support and maintenance of abroad, there was --
6
there were categories of elements that I wanted to have
7
full independence from.
8
everything, but that wouldn't necessarily be possible or
9
be possible at that time, given our reliance on some of
10
I wanted full independence of
those components.
11
But the departments in the areas where we did
12
want that independence as quickly as we could would --
13
it started off with customer support.
14
get as much finance and clearing and settlement in the
15
U.S., given that's a 24/7 job that's required for our
16
users.
17
users quickly.
We're looking to
And we need that real-time ability to respond to
18
The wallet and custody was one that I wanted
19
to have, at least U.S. participation in so that we would
20
have control over the custody of the tokens.
21
data was one that I wanted custody of the data and
22
ability to interact with the raw data in real-time, as
23
to my directions, not waiting on someone else's
24
approvals.
25
And the
The components on the tech side product ideas,
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1
there was an amount of innovation that we were allowed,
2
but there was also an enormous amount of products that
3
we hadn't incorporated yet.
4
new technology advancement on the BAM side was not as
5
well-received as just completing the list of products
6
that we hadn't incorporated yet.
7
And so for us to make a net
So I was looking to have an engineering team
8
in the U.S. so that we could have net new advancements.
9
For instance, a tax service and an easy tax procedure is
10
very specific to the U.S.
And so that would be
11
something that we would need net built new.
12
those were some of the kind of frictions I would have.
13
The other components outside of a tech team,
And so
14
the design team I wanted to be able to have real-time
15
designs for either our marketing or updating of our
16
website, updating of our app.
17
bring over the design with Pascal.
18
elements being kind of the support functions for our
19
DevOps.
And so we were able to
But then other
20
So DevOps was a team that would be internal
21
only-facing and critical for us to get bugs fixed and
22
elements tuned to kind of a like the firemen of our
23
team.
24
bring over.
25
those I didn't.
So those are all the components that I sought to
Some of those I accomplished.
Some of
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And every time that I would feel defeated on
2
one, I would aim for another and continue to keep
3
pushing for that level of independence such that we
4
could operate in the vision that I had for the business.
5
And from a business perspective side, I felt like I had
6
the support I needed to grow and build the business and
7
the success was apparent for that.
8
9
Q
I can really hear your passion on this topic.
Not to cast any sort of negative light on it, but to
10
focus on where you were getting pushback, you know, what
11
were the areas of this plan and your vision, where were
12
you getting pushback, and who was giving you the
13
pushback?
14
A
The kind of the major components of pushback
15
outside of the -- I will back up.
A couple of major
16
pain points up at front, and then I will break them down
17
as to how we were able to overcome or how we weren't
18
able to overcome.
19
The codebase that was used and the engineers
20
that were used to build out the platform, the majority
21
of the codebase was in Chinese so that presented a high
22
level of difficulty for a Western- and U.S.-based
23
engineering team to come in and begin building and
24
maintaining and updating the codebase.
25
Certainly, there is plenty of talent that is
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bilingual.
2
of building a team, so.
3
an immediate difficulty for us bringing the engineering
4
team over was just the language aspect of it, and it's
5
how integrated that was to the tech.
6
But the cultural combination is a huge part
And that is kind of -- that was
I say that integrated to the tech, that's some
7
parts of the tech.
Other parts of the tech were -- I
8
don't know the language that they were written in, other
9
than Rust.
But Rust is a computer language, not a
10
country language.
So that was a pushback initially on
11
the engineering team was that was our difficult pain
12
point.
13
The other aspects of the -- the data and the
14
finance were the two most difficult ones to bring over
15
to the U.S., and the data was -- had a significant
16
opacity to it.
17
or how or what we would need to do to be able to bring
18
the data over.
And I did not get answers from CZ on why
19
And then on the finance side, we were able to
20
bring over the signatories of our bank accounts so that
21
it was Josh and I.
22
teams we were not able to hire the adequate persons for
23
operating those functions in the U.S. by the time that I
24
had left.
25
conducted to be able to bring the clearing and
But the clearing and settlement
So we had job descriptions out and interviews
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