Final Order — Money Services Business

Index: OFR 2026 - 229
STATE OF FLORIDA
OFFICE OF FINANCIAL REGULATION
In Re:
POMELO TWO US LLC D/B/A LEMFI
(F/K/A LEMONADE TWO LLC D/B/A LEMFI
(F/D/B/A LEMONADE FINANCE)), and
POMELO TECHNOLOGY US INC.,
(F/K/A LEMONADE TECHNOLOGY INC. (USA)),
Respondents.
FINAL ORDER
Case Number: 121851
The State of Florida, Office of Financial Regulation ("Office"), being authorized and directed to administer and enforce chapter 560, Florida Statutes, hereby enters this Final Order with Notice of Rights ("Final Order") as authorized by the provisions of chapters 120 and 560, Florida Statutes, against POMELO TWO US LLC D/B/A LEMFI (F/K/A_LEMONADE TWO LLC D/B/A LEMFI (F/D/B/A LEMONADE FINANCE)) and POMELO TECHNOLOGY US INC. (F/K/A LEMONADE TECHNOLOGY INC. (USA)) ("Respondents"). FINDINGS OF FACT J. On February 6, 2026, the Office issued an Administrative Complaint ("Complaint") against Respondents, alleging violations of chapter 560, Florida Statutes. (Exhibit A)
2. Within the Complaint was a Notice of Rights that afforded Respondents an
opportunity to request a hearing in accordance with sections 120.569 and 120.57, Florida Statutes, including the following information:
TO PRESERVE THE RIGHT TO A HEARING, A WRITTEN
RESPONSE MUST BE FILED WITH THE OFFICE OF
FINANCIAL REGULATION WITHIN TWENTY-ONE (21)

DAYS AFTER THE RECEIPT OF THE ADMINISTRATIVE
COMPLAINT. SAID RESPONSE MUST BE RECEIVED BY
THE OFFICE NO LATER THAN 5 :00 P .M. ON THE TWENTY￾FIRST DAY AFTER THE RECEIPT OF THE ADMINISTRATIVE COMPLAINT. A FAILURE TO TIMELY RESPOND IN WRITING WILL CONSTITUTE A WAIVER OF RESPONDENTS' RIGHT TO REQUEST A HEARING AND A FINAL ORDER MAY BE ENTERED WITHOUT FURTHER NOTICE.
3. The Office served Respondents with the Complaint via U.S. Certified Mail on
February 17, 2026. (Exhibit B)
4. Respondents' written response to the Complaint was due on or before
March 10, 2026. To date, the Office has neither received a written response to the Complaint nor have Respondents made a claim of equitable tolling.
5. The factual allegations as stated in the Complaint are incorporated herein by
reference as if fully set forth herein, and being uncontested by Respondents, are accepted as true and correct and are adopted by the Office as Findings of Fact for purposes of this Final Order. CONCLUSIONS OF LAW
6. The Office is responsible for the administration and enforcement of chapter 560,
Florida Statutes, and has jurisdiction over the subject matter and of Respondents pursuant to
chapter 560, Florida Statutes.
7. The Findings of Fact that have been adopted herein serve as the basis of the entry
of this Final Order against Respondents.
8. Section 120.569(2)(a), Florida Statutes, and Rule 28-106.111(2), Florida
Administrative Code, require, among other things, that a response or a petition to an action which affects the substantial interests of a party be filed with the agency within 21 days of receipt of written notice of the action. 2

9. Pursuant to Rule 28-106.111(4), Florida Administrative Code, the failure of
   Respondents to timely respond to the Complaint constitutes a waiver of Respondents' right to an administrative proceeding.
10. The doctrine of equitable tolling can be applied in administrative cases when a party
    has been misled or lulled into inaction, i.e., has in some extraordinary way, been prevented from asserting his rights, or has timely asserted his rights in the wrong forum. Machules v. Dept. of Admin., 523 So. 2d 1132 (Fla. 1988).
11. Without any evidence of equitable tolling, it is appropriate for the Office to
    conclude there was none. Patz v. Dept. of Health, 864 So.2d 79, 80 (Fla. 3d DCA 2003).
12. When Respondents failed to submit a response to the Office on or before March 10,
    2026, Respondents did not timely file a petition or any other document in response to the Complaint. Respondents also failed to present a claim of equitable tolling. Therefore, it is appropriate for the Office to conclude there was no equitable tolling and Respondents waived their right to an administrative proceeding.
13. Based on the Findings of Fact adopted herein, the Office concludes that
    Respondents violated the specific statutes and rules charged in the Complaint and, as such, the specific charges in the Complaint are adopted in this Final Order as Conclusions of Law.
14. The waiver of a hearing by Respondents, taken together with the Findings of Fact
    and Conclusions of Law adopted herein, constitute sufficient grounds for the Office to take administrative action against Respondents, including the imposition of an administrative fine. Based on the foregoing Findings of Fact and Conclusions of Law, it is hereby ORDERED:
    A. Within thirty (30) days of this Final Order, Respondents shal1 pay an 3

ADMINISTRATIVE FINE of Forty-Eight Thousand Eight Hundred Seventy-Five Dollars ($48,875.00). B. Respondents shall submit the administrative fine in the form of a wire, money order or cashier's check made payable to the "Office of Financial Regulation." Such payment shall reference Case Number 121851 and shall be sent to the attention of Agency Clerk, c/o Margo A. Du Val, Post Office Box 8050, Tallahassee, Florida 32314-8050. DONE and ORDERED this 2.~ day of April, 2026, in Tallahassee, Leon County, Florida. 4

NOTICE OF RIGHTS
A PARTY WHO IS ADVERSELY AFFECTED BY THIS FINAL ORDER IS ENTITLED TO JUDICIAL REVIEW PURSUANT TO SECTION 120.68, FLORIDA STATUTES. REVIEW PROCEEDINGS ARE GOVERNED BY THE FLORIDA RULES OF APPELLATE PROCEDURE. SUCH PROCEEDINGS ARE COMMENCED BY FILING THE ORIGINAL NOTICE OF APPEAL WITH THE AGENCY CLERK FOR THE OFFICE OF FINANCIAL REGULATION AS FOLLOWS:
By Mail, Facsimile or Email
Agency Clerk
Office of Financial Regulation
Office of General Counsel
P.O. Box 8050
Tallahassee, FL 32314-8050
Phone: (850) 410-9889
Fax: (850) 410-9663
Email: Agency.Clerk@flofr.gov
OR By Hand Delivery
Agency Clerk
Office of Financial Regulation
Office of General Counsel
The Fletcher Building
101 East Gaines Street
Tallahassee, FL 32399
Phone: (850) 410-9889
A COPY OF THE NOTICE OF APPEAL, ACCOMPANIED BY THE FILING FEES AS REQUIRED BY LAW, MUST ALSO BE FILED WITH THE DISTRICT COURT OF APPEAL, FIRST DISTRICT, 2000 DRAYTON DRIVE, TALLAHASSEE, FLORIDA 32399-0950, OR WITH THE DISTRICT COURT OF APPEAL IN THE APPELLATE DISTRICT WHERE THE PARTY RESIDES. THE NOTICE OF APPEAL MUST BE FILED WITH BOTH THE AGENCY CLERK FOR THE OFFICE OF FINANCIAL REGULATION AND THE DISTRICT COURT OF APPEAL WITHIN 30 DAYS OF THE RENDITION OF THE ORDER TO BE REVIEWED. 5

CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true and correct copy of the foregoing Final Order was furnished via U.S. Certified Mail to Pomelo Two US LLC d/b/a Lemfi (f/k:/a Lemonade Two LLC d/b/a Lemfi (f/d/b/a Lemonade Finance)) and Pomelo Technology US Inc. (f/k/a Lemonade Technology Inc. (USA)) at 2700 Post Oak Blvd., 21st Floor, Houston, TX 77056 on this ~ day of April, 2026. 9489 0090 0027 6620 8138 28 6 tion 4-8050 . . lerk@flofr.gov Tel: (850) 410-9889

STATE OF FLORIDA
OFFICE OF FINANCIAL REGULATION
In Re:
POMELO TWO US LLC D/B/A LEMFI
(F/K/A LEMONADE TWO LLC D/B/A LEMFI
(F/D/B/A LEMONADE FINANCE)) and
POMELO TECHNOLOGY US INC.
(F/K/A LEMONADE TECHNOLOGY INC. (USA)),
Respondents.
ADMINISTRATIVE COMPLAINT AND
Exhibit A
Case Number: 121851
NOTICE OF INTENT TO ISSUE CEASE & DESIST ORDER The State of Florida, Office of Financial Regulation ("Office"), files this Administrative Complaint against POMELO TWO US LLC D/B/A LEMFI (F/K/A LEMONADE TWO LLC D/B/A LEMFI (F/D/B/A LEMONADE FINANCE)) and POMELO TECHNOLOGY US INC. (F/K/A LEMONADE TECHNOLOGY INC. (USA)) ("Respondents"), alleging:
GENERAL ALLEGATIONS

1. Pursuant to sections 560.105 and 560.109, Florida Statutes, the Office is charged
   with administering and enforcing the provisions of chapter 560, Florida Statutes, and conducting examinations and investigations to determine whether any provision of chapter 560, Florida Statutes, has been violated.

2. Pursuant to section 560.114(8), Florida Statutes, the Office may impose a fine of
   up to $1,000.00 per day for each day that a person engages in the business of a money services business without being licensed.

3. Section 560.103(23), Florida Statutes, defines a "money services business" as any
   person located in or doing business in Florida, from Florida, or into Florida from locations outside Florida or the United States who acts as, among other things, a "money transmitter."

4. Section 560.103(24), Florida Statutes, defines a "money transmitter" as:
   [A] corporation, limited liability company, limited liability partnership, or foreign entity qualified to do business in this state which receives currency, monetary value, a payment instrument, or virtual currency for the purpose of acting as an intermediary to transmit currency, monetary value, a payment instrument, or virtual currency from one person to another location or person by any means, including transmission by wire, facsimile, electronic transfer, courier, the Internet, or through bi11 payment services or other businesses that facilitate such transfer within this country, or to or from this country. The term includes only an intermediary that has the ability to unilaterally execute or indefinitely prevent a transaction.

5. Section 560.103(12), Florida Statutes, defines "currency" as the coin and paper
   money of the United States or of any other country which is designated as legal tender and which circulates and is customarily used and accepted as a medium of exchange in the country of issuance.

6. Section 560.103(22), Florida Statutes, defines "monetary value" as a medium of
   exchange, other than virtual currency, regardless of whether it is redeemable in currency.

7. Pursuant to section 560.l 14(1)(a), Florida Statutes, an "affiliated party" is
   responsible for, among other things, complying with all provisions of chapter 560, Florida Statutes, and its related rules or orders.

8. Pursuant to section 560.103(1), Florida Statutes, an "affiliated party" is, among
   other things, a person who has a controlling interest in a money services business.

9. Pursuant to section 560.127, Florida Statutes, a person has a controlling interest in
   a money services business if the person, among other things, possesses the power, directly or indirectly, to direct the management or policies of the money services business.

10. Pursuant to section 560.103(31), Florida Statutes, a "person" is, among other
    things, a corporation.
    2

11. At all times material, Pomelo Two US LLC d/b/a LemFi (f/k/a Lemonade Two
    LLC d/b/a LemFi (f/d/b/a Lemonade Finance)) ("Pomelo Two") has done business as a money services business.

12. At all times material, Pomelo Technology US Inc. (f/k/a Lemonade Technology
    Inc. (USA)) ("Pomelo Technology") is and has been the direct owner of Pomelo Two, and by operation of law pursuant to section 560.103(1), Florida Statutes, Pomelo Technology is an affiliated party who is liable for all violations of Pomelo Two.

13. At all times material, Respondents were not licensed to transact business as a
    money services bu~iness pursuant to chapter 560, Florida Statutes.

14. Respondents are not currently licensed to transact business as a money services
    business pursuant to chapter 560, Florida Statutes.

15. The Office conducted an examination (No. 117356) to ascertain Respondents'
    compliance with chapter 560, Florida Statutes.

16. Pursuant to section 560.1141, Florida Statutes, the Office has adopted disciplinary
    guidelines that include ranges of designated penalties applicable to each ground for disciplinary action that may be imposed by the Office.

17. Rule 69V-560.1000(1), Florida Administrative Code, provides that the penalties
    that are applicable to each ground for disciplinary action that may be imposed by the Office against a person for a violation of chapter 560, Florida Statutes, are set forth in the "Office of Financial Regulation, Division of Consumer Finance, Form OFR-560-09, Disciplinary Guidelines for Money Services Businesses." COUNTI

18. The above general allegations are hereby re-alleged and incorporated by reference
    3

as if fully stated herein.
19. Pursuant to section 560.125(1), Florida Statutes, a person may not engage in the
business of a money services business in Florida unless the person is licensed under chapter 560, Florida Statutes, or is exempted from licensure.
20. Pursuant to section 560.204(1), Florida Statutes, a person may not engage in the
activity of a money transmitter for compensation unless the person is licensed or exempted from licensure.
21. As used in section 560.204(1 ), Florida Statutes, the term "compensation" includes
profit or loss on the exchange of currency.
22. As part of its examination, the Office reviewed Respondents' descriptions of its
business, flow of funds, and transaction process, along with Respondents' submitted database of Florida transmissions and other information and documents.
23. For 391 days during the period of July 22, 2022, through August 31, 2023,
Respondents conducted 13,915 transactions (totaling approximately $2,129,522.91) in which they received funds from customers in Florida and transmitted those funds to Uganda, Kenya, Nigeria, and Ghana, and generated revenue on the profit and loss on the currency exchange rate.
24. Based on the foregoing, Respondents received currency or monetary value for the
purpose of acting as an intermediary to transmit currency from one person to another location for compensation. As such, during the period of July 22, 2022, through August 31, 2023, Respondents engaged in the activity of a money transmitter, pursuant to section 560.103(24), Florida Statutes, and, thus, a money services business pursuant to section 560.103(23), Florida Statutes.
25. Respondents are not and have never been licensed to transact business as a money
services business pursuant to chapter 560, Florida Statutes.
4

26. Therefore, during the period of July 22, 2022, through August 31, 2023,
    Respondents engaged in the business of a money services business without a license in violation of section 560.125( I), Florida Statutes.
27. Pursuant to the Disciplinary Guidelines for Money Services Businesses Form OFR￾560-09, incorporated by reference in Ru1e 69V-560.1000, Florida Administrative Code (2019)
    violation number 39, a person cited for violating section 560.125(1), Florida Statutes, is subject to a fine of $500.00 per day for each day that a person engages in the business of a money services business without being licensed.
28. Further, pursuant to section 560.125(4), Florida Statutes, the Office may issue and
    serve upon any person who violates any provision of section 560.125, Florida Statutes, a complaint seeking a cease and desist order.
29. The Office is, therefore, seeking the entry of an order requiring Respondents to
    immediately cease and desist from any and a11 money services business activities within the jurisdiction of chapter 560, Florida Statutes, and/or from acting as an affiliated party of any money services business licensed or required to be licensed by the Office pursuant to chapter 560, Florida Statutes. WHEREFORE, Respondents, POMELO TWO US LLC D/B/A LEMFI (F/K/A LEMONADE TWO LLC D/B/A LEMFI (F/D/B/A LEMONADE FINANCE)) and POMELO TECHNOLOGY US INC. (F/KJA LEMONADE TECHNOLOGY INC. (USA)) are hereby notified that the Office intends to enter an Order imposing an appropriate administrative penalty for Respondents' unlicensed activity, and a cease and desist order. {this space intentionally left blank with Notice of Rights appearing on the following page] 5

NOTICE OF RIGHTS
Respondents are entitled to be represented by counsel or another qualified representative. Respondents also have the right to request a hearing pursuant to sections 120.569 and 120.57, Florida Statutes. Such request must comply with Rules 28-106.2015 and 28-106.104, Florida Administrative Code. An Election of Proceeding form is attached for your convenience. Any such request must be filed as follows:
B., Mail, Facsimile or Email
Agency Clerk
Office of Financial Regulation
Office of General Counsel
P.O. Box 8050
TaJlahassee, FL 32314-8050
Phone: (850) 410-9889
Fax: (850) 410-9663
Email: Agency.Clerk@flofr.gov
OR By Hand Deliverv
Agency Clerk
Office of Financial Regulation
Office of General Counsel
The Fletcher Building
10 I East Gaines Street, Suite 504
Tallahassee, FL 32399
Phone: (850) 410-9889
TO PRESERVE THE RIGHT TO A HEARING, A WRITTEN RESPONSE MUST BE FILED WITH THE OFFICE OF FINANCIAL REGULATION WITHIN TWENTY￾ONE (21) DAYS AFTER THE RECEIPT OF THE ADMINISTRATIVE COMPLAINT. SAID RESPONSE MUST BE RECEIVED BY THE OFFICE NO LATER THAN 5:00 P.M. ON THE TWENTY-FIRST DAY AFTER THE RECEIPT OF THE ADMINISTRATIVE COMPLAINT. A FAILURE TO TIMELY RESPOND IN WRITING WILL CONSTITUTE A WAIVER OF RESPONDENTS' RIGHT TO REQUEST A HEARING AND A FINAL ORDER MAY BE ENTERED WITHOUT FURTHER NOTICE. You may not make an oral request for an administrative hearing. With regard to a written request, if you fail to follow the outlined procedure, your request may be dismissed. Any request for an administrative proceeding received prior to the date of this notice is deemed abandoned and to be considered, must be timely renewed in compliance with the procedure set forth above. Mediation of this matter pursuant to section 120.573, Florida Statutes, is not available. 6

NOTICE TO RESPONDENTS
In accordance with the Americans with Disabilities Act, persons with disabilities needing special accommodation to participate in this proceeding should contact the Agency Clerk no later than seven (7) days prior to the filing deadline or proceeding, at the Office of Financial Regulation, The Fletcher Building, Suite 504, 200 East Gaines Street, Tallahassee, Florida 32399, Phone: (850) 410-9889, or by Email: Agency.Clerk@flofr.gov. 7t//1v1/' 1"71 -~i.._Vr~ By: V (' i.l Margo A. DuVal Assistant General Counsel Office of Financial Regulation Office of General Counsel Fla. Bar No. 122205 200 E Gaines Street Tallahassee, FL 32399 Tel: (850) 410-9824 Email:margo.duval@flofr.gov CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing Administrative Complaint has been sent for service via U.S. Certified Mail to Pomelo Two US LLC d/b/a LemFi (f/k/a Lemonade Two LLC d/b/a LemFi (f/d/b/a Lemonade Finance)) and Pomelo Technology US Inc. (f/k/a Lemonade Technology Inc. (USA)) at 2700 Post Oak Blvd., 21st Floor, Houston, TX 77056, on this 6th day of February, 2026. 1vf1 ·1 A¼i.._Vc~ Margo A.7 Du Val Assistant General Counsel 9489 □□ 90 0027 662~ 163 62 __ _ 7

STATE OF FLORIDA
OFFICE OF FINANCIAL REGULATION
Case No: 121851
Pomelo Two US LLC d/b/a LemFi (f/k/a Lemonade Two LLC d/b/a LemFi (f/d/b/a Lemonade Finance)) and Pomelo Technology US Inc. (f/k/a Lemonade Technology Inc. (USA)) 2700 Post Oak Blvd., 21st Floor Houston, 1X 77056 ELECTION OF PROCEEDING I have received and read the Administrative Complaint, including the Notice of Rights, filed by the Office of Financial Regulation ("Office") regarding the above-referenced Respondent, and I am requesting disposition as indicated below. PLEASE SELECT ONLY ONE OF THE OPTIONS:
OPTION #1: 0 I do~ request a hearing in this matter. I s!2mtl dispute any of the Office's factual allegations and conclusions of law as stated in the Administrative Complaint. I understand that upon my waiving the right to a hearing, the Office may enter a final order adopting the findings of fact and conclusions of law In the Administrative Complaint, and Imposing the penalties sought in the Administrative Complaint. OPTION #2: 0 r do not dispute any of the Office's factual allegations but dispute the Office's conclusions of law to those factual allegations, and request disposition of this matter by informal hearing pursuant to section 120.57(2), Florida Statutes. I request to (CHECK ONLY ONE OF THE FOLLOWING 2 OPTIONS):
a. 0 Attend a hearing by video teleconference before a Hearing Officer appointed by the Office; OR b. D Submit a written statement with supporting documentation to a Hearing Officer appointed by the Office. OPTION #3: 0 I do dispute one or more of the Office's factual allegations. I request a formal hearing before the Division of Administrative Hearings (DOAH) pursuant to section 120.57(1), Florida Statutes. In accordance with Rule 28-106.2015(5)(c), FAC, I am attaching a copy of the material facts that I dispute. TO PRESERVE YOUR RIGHT TO A HEARING, A RESPONSE MUST BE FILED WITH THE OFFICE OF FINANCIAL REGULATION AGENCY CLERK NO LATER THAN 5:00 P,M. ON OR BEFORE THE TWENTY-FIRST DAY AFTER RECEIPT OF THE ADMINISTRATIVE COMPLAINT, BY ANY OF THE FOLLOWING METHODS:

1. By email: Agency.Clerk@flofr.gov; or
2. By U.S. Mail; P.O. Box 8050, Tallahassee, Florida 32314-8050; or
3. By hand delivery: Office of General Counsel, Suite 504, Fletcher Bldg., 101 E. Gaines Street, Tallahassee, FL32399.
   Signature of Respondent or Mailing Address
   Authorized Representative of Respondent
   Printed Name & Title City State Zip
   Date E-mail Address Telephone Number
   Form: OFR-GC-13 (rev. 1/28/2026)
   Page 1 of 2

STATE OF FLORIDA
OFFICE OF FINANCIAL REGULATION
Case No: 121851
Pomelo Two US LLC d/b/a Lem Fi (f/k/a Lemonade Two LLC d/b/a LemFi (f/d/b/a Lemonade Finance)) and Pomelo Technology US Inc. (f/k/a Lemonade Technology Inc. (USA)) 2700 Post Oak Blvd., 21st Floor Houston, TX 77056 **YOU ARE TO COMPLETE THE FOUOWING ONLY IF YOU HAVE CHECKED OPTION #3 ON THE PRECEDING PAGE. If you need more space, you may provide additional pages. As Respondent or the authorized representative of Respondent, I am disputing the following material facts:
Signature of Respondent or Authorized Representative Form: OFR-GC-13 (rev.1/28/2026)
Page 2 of2
Date

;;;;;:::§ UNITED ST/JTES
~ POST~L SERVICE
February 26, 2026
Dear Amber Hopkins:
Exhibit B
The following is in response to your request for proof of delivery on your item with the tracking number:
9489 0090 0027 6620 8163 62.
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Delivered, Front Desk/Reception/Mail Room
February 17, 2026, 4:42 pm
HOUSTON, TX 77056
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Note: Scanned image may reflect a different destination address due to Intended Recipient's delivery instructions on file. Thank you for selecting the United States Postal Service® for your mailing needs. If you require additional assistance, please contact your local Post Office™ or a Postal representative at 1-800-222-1811. Sincerely, United States Postal Service® 475 L'Enfant Plaza SW Washington, D.C. 20260-0004