Organizations

BitTorrent / Rainberry Inc.

The company behind the pioneering BitTorrent protocol and µTorrent; renamed Rainberry in 2017, bought by Justin Sun's TRON in 2018, and fined $10M by the SEC in 2026.

BitTorrent / Rainberry Inc.
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Country
United States
Known for
The company behind the BitTorrent peer-to-peer protocol and the µTorrent client; renamed Rainberry Inc. in 2017 and acquired by Justin Sun's TRON in 2018
Founded
Bram Cohen designed the BitTorrent protocol in 2001 and founded BitTorrent Inc. in 2004
The rename
BitTorrent Inc. became Rainberry Inc. "right around the start of 2017" — a "corporate decision" the company compared to Alphabet and Google, kept so quiet it went unreported for over a year
The acquisition
Acquired by Justin Sun in July 2018 through Rainberry Acquisition Inc. for a reported $120–140 million in cash, after a January 2018 letter of intent, a no-shop clause dispute and a lawsuit that was dropped
BTT token
Launched the BitTorrent (BTT) token in early 2019 to reward seeders; the SEC charged in 2023 that TRX and BTT were sold as unregistered securities
The 2026 resolution
In March 2026 the SEC dismissed its claims against Sun, the Tron Foundation and the BitTorrent Foundation, while Rainberry agreed to pay a $10 million civil penalty without admitting or denying the allegations
Scale
More than 2 billion downloads; in 2026 the network still accounted for 3% of downstream and 28% of upstream internet traffic

Overview

BitTorrent is the company behind the most influential file-sharing protocol ever built — and it hasn’t officially been called BitTorrent in nearly a decade. Around the start of 2017, BitTorrent Inc. quietly changed its corporate name to Rainberry Inc., a decision its chief product officer compared to Alphabet and Google and which went entirely unreported for more than a year (TorrentFreak). Eighteen months later, the company — owner of the µTorrent client and custodian of a protocol used by hundreds of millions — was sold to Justin Sun, the founder of the TRON cryptocurrency, in a deal that began with a signed letter of intent, a violated no-shop clause, and a lawsuit that was filed and then dropped (The Hacker News). The price was reported at $140 million by TechCrunch — or $120 million by CoinDesk and CCN; the parties never confirmed a number (The Hacker News; CoinDesk). And the story did not end with the acquisition: in March 2026, the U.S. Securities and Exchange Commission dismissed its fraud claims against Sun and the TRON and BitTorrent foundations — while Rainberry, the corporate shell of the old BitTorrent Inc., agreed to pay a $10 million civil penalty (The Block).

The protocol and the company

Programmer Bram Cohen designed the BitTorrent peer-to-peer protocol in 2001, with the idea of speeding up downloads by pulling file pieces from many sources at once, and released the first version that July (CoinTelegraph). In 2004 he founded BitTorrent Inc. to develop the technology further (CCN). The company became best known for µTorrent, the lightweight client from which it made millions over the years — unusually for a file-sharing startup, it was well funded from the start, with venture firm Accel among the early investors in a fund that also backed Facebook and Dropbox (TorrentFreak). But the company never converted the protocol’s ubiquity into a multi-billion-dollar business: it tried new products, services and business models, and none surpassed the early success of µTorrent (TorrentFreak). In the years before the acquisition, Cohen said the company had been nearly destroyed by “questionable management practices,” though he added that the waters had calmed under new leadership (TorrentFreak).

The scale of what the company stewarded is hard to overstate. By 2026, BitTorrent and µTorrent had been downloaded more than two billion times across platforms, and the network still accounted for 3% of all downstream and 28% of all upstream traffic on the internet — with the Android version the most popular torrent downloader on the Google Play Store (CoinTelegraph). At the time of the acquisition the service was said to have around 170 million users (CoinTelegraph).

The secret rename

The Rainberry name surfaced the way corporate secrets do: by accident. TorrentFreak noticed in May 2018 that BitTorrent Inc. — the company Cohen founded, the owner of the world’s most recognized torrent client — suddenly had a new name. When asked, the company said it was strictly a “corporate decision” (TorrentFreak). “Rainberry Inc is the official name of the company; it was changed right around the start of 2017,” chief product officer Jordy Berson told TorrentFreak, stressing that none of the product brands would change (TorrentFreak). “The best way to probably think of it is that it’s not unlike how Alphabet Inc is the official name of the company most people know as Google,” he added (TorrentFreak).

What made it strange was the secrecy. The rename had never been announced; Rainberry had no corporate website and appeared nowhere on BitTorrent.com or uTorrent.com; employees continued to list “BitTorrent Inc.” as their employer, and Rainberry did not exist on LinkedIn (TorrentFreak). TorrentFreak also noticed a company called “Rainberry Acquisition” that had been formed in San Francisco two months earlier — a coincidence that stopped looking coincidental when, a month later, Sun closed his acquisition of BitTorrent through an entity of exactly that name (TorrentFreak).

The acquisition that started with a lawsuit

Sun had been talking to BitTorrent about a possible acquisition since late 2017, and in January 2018 signed a letter of intent containing a no-shop clause — BitTorrent was not allowed to negotiate any other deals while the letter was valid (The Hacker News). BitTorrent reportedly violated the clause. Sun sued the company in January — and then dropped the suit, created Rainberry Acquisition Inc., and closed the deal: on the same day in June 2018, both Rainberry Acquisition and BitTorrent’s Rainberry filed California paperwork reflecting a merger (The Hacker News). Variety had broken the sale the week before without a price; TechCrunch then reported the $140 million figure (The Hacker News). A shareholder quoted by TechCrunch said one of Sun’s aims was to use the acquisition to “legitimize” TRON’s business (TorrentFreak).

The founder wanted no part of what came next. Cohen, who had already stepped back from day-to-day operations in 2017 to work on the Chia Network, told TorrentFreak: “I have no involvement with Tron” (CCN). Within two months of the deal, at least five senior employees — including the general manager and the head of marketing — left over concerns about the acquisition and the company’s direction, though the company said it had also hired 16 new people since late June (CoinDesk). CoinDesk reported the departures were less amicable than presented, and that some staff were bound by 18-month lock-in agreements (CoinDesk). Years later, Ethereum founder Vitalik Buterin would call the post-acquisition BitTorrent “zombified” — “another appendage of the Sun dictatorship” — during a dispute over the BitTorrent File System’s resemblance to the InterPlanetary File System (CoinTelegraph).

BTT, BitTorrent X and DLive

Sun’s first big move was to put a token on the protocol. In early 2019, BitTorrent launched its own cryptocurrency, BTT, to incentivize users to keep files on the network longer — more copies of any file meant faster downloads for everyone (CoinTelegraph). The token’s market debut was rough: by March 2020 it had dropped 90% from its all-time high (CoinTelegraph).

In October 2020, Sun pushed the company through another transformation: BitTorrent acquired DLive.tv, the blockchain-based esports streaming service with around 7 million active users and more than 200,000 active content creators, and folded it — along with the existing BitTorrent services — into a newly formed entity called BitTorrent X, powered by the BTT token (CoinDesk). “BitTorrent X is the next step in establishing a truly decentralized internet,” Sun, by then also BitTorrent’s CEO, said in the announcement (CoinDesk). The BitTorrent File System (BTFS) — decentralized file storage where users earn tokens for offering their device’s storage — rounded out the ecosystem vision, though its resemblance to IPFS drew accusations of copying from IPFS founder Juan Benet (CoinTelegraph).

The SEC case and the split ending

In March 2023, the SEC charged Sun and three of his wholly owned companies — Tron Foundation Limited, BitTorrent Foundation Ltd., and Rainberry Inc. — with the unregistered offer and sale of the TRX and BTT tokens as securities (TorrentFreak). Sun was also charged with fraudulently manipulating the TRX secondary market: the SEC alleged he directed employees to execute more than 600,000 wash trades between two platform accounts he controlled over a ten-month period in 2018–2019, with 4.5 to 7.4 million TRX wash-traded daily, generating $31 million (TorrentFreak). Eight celebrities — including Lindsay Lohan, Jake Paul, Soulja Boy, Ne-Yo, Lil Yachty, Akon and Kendra Lust — were charged for promoting the tokens without disclosing they were paid; six of them settled for a combined $400,000 (TorrentFreak). “Sun and others used an age-old playbook to mislead and harm investors,” said Gurbir Grewal, the SEC’s enforcement director (TorrentFreak).

The case ended the way many crypto cases ended after the change of administration. In February 2025 the SEC requested a stay to explore a settlement, and on March 5, 2026, a final judgment entered by the Southern District of New York dismissed the SEC’s claims against Sun, the Tron Foundation and the BitTorrent Foundation (The Block). But the dismissal was not total: Rainberry — the corporate entity that was once BitTorrent Inc. — was ordered to pay a $10 million civil penalty and agreed never to engage in deceptive market practices for securities, without admitting or denying the allegations (The Block). The court still had to approve the judgment (The Block). “I am very pleased to confirm that the SEC has moved to dismiss all claims against me,” Sun told The Block, promising to keep “accelerating innovation” and to work with the SEC on crypto regulation (The Block). The Block noted the broader context: since President Donald Trump took office, the SEC had dropped more than a dozen crypto cases, and Sun had invested at least $75 million in World Liberty Financial’s WLFI token and $100 million in the $TRUMP memecoin (The Block).

What this profile does not claim

This profile does not state a definitive acquisition price — TechCrunch reported $140 million and CoinDesk and CCN reported $120 million, and the parties never confirmed a number, so both reported figures are presented. It does not explain why BitTorrent Inc. renamed itself Rainberry; the company called it a “corporate decision” and gave no further reason. It does not treat the SEC’s 2023 allegations as proven — Rainberry settled without admitting or denying them, and the claims against Sun and the foundations were dismissed. It does not confirm whether the March 2026 judgment received final court approval. And it treats the company’s scale figures — the 2 billion downloads and the traffic share — as the company’s own announcement, not independent measurement.

Timeline

2001
Bram Cohen designs the BitTorrent peer-to-peer file-sharing protocol and releases its first version.
2004
Cohen founds BitTorrent Inc. to develop the protocol; the company becomes best known for the µTorrent client.
2017
BitTorrent Inc. changes its corporate name to Rainberry Inc. around the start of the year; the rename goes unreported for more than twelve months.
2018
Sun signs a January letter of intent with a no-shop clause, sues BitTorrent after the clause is violated, drops the suit, and acquires the company in July through Rainberry Acquisition Inc. for a reported $120–140 million; Cohen cuts ties and five senior employees leave in August.
2019
The BitTorrent (BTT) token launches in early 2019 to incentivize users to seed files on the network.
2020
BitTorrent acquires the esports streaming service DLive.tv (about 7 million active users) and folds it into a new BitTorrent X ecosystem powered by BTT.
2023
The SEC charges Sun and three of his companies — including Rainberry Inc. — with the unregistered sale of TRX and BTT and with fraud through wash trading.
2025
The SEC requests a stay in the case in February to explore a potential settlement.
2026
On March 5 the SEC dismisses its claims against Sun, the Tron Foundation and the BitTorrent Foundation, while Rainberry agrees to a $10 million civil penalty; the BitTorrent network passes 2 billion downloads.

Sources

7 sources (1 tier 1, 4 tier 2, 2 tier 3), each opened and read against the claim it supports. Every source is independent of the subject; no first-party material is cited. See the source policy.

  1. CoinDesk, 2020-10-22 Supports: DLive.tv acquisition (~7M active users, 200K+ creators); new BitTorrent X entity; BTT token created after the 2019 acquisition; Sun as BitTorrent CEO; August 2018 exodus of five senior employees including GM and head of marketing; $120M cash via Rainberry Acquisition Inc.; protocol's 2B+ users and enterprise adoption (Twitter, Blizzard, Facebook). Open original source
  2. TorrentFreak, 2018-05-12 Supports: Rename to Rainberry "right around the start of 2017"; "corporate decision" quote from CPO Jordy Berson; Alphabet/Google analogy; founded by Bram Cohen; known for uTorrent; Accel early investment; near-destruction by "questionable management practices" per Cohen; rename kept under the radar (no corporate site, LinkedIn still said BitTorrent Inc.); Rainberry Acquisition shell spotted two months earlier. Open original source
  3. The Hacker News, 2018-06-19 Supports: $140M cash acquisition (per TechCrunch); talks began late 2017; January 2018 letter of intent with no-shop clause; clause violated; Sun sued in January; suit dropped; Sun created Rainberry Acquisition Inc.; both filed California merger paperwork the same day; 170M+ user base; TRON's decentralized-internet ambitions. Open original source
  4. TorrentFreak, 2023-03-23 Supports: SEC charged Sun, Tron Foundation Ltd, BitTorrent Foundation Ltd and Rainberry Inc. with unregistered offer/sale of TRX and BTT; 600,000+ wash trades over 10 months in 2018/19 (4.5–7.4M TRX daily), $31M generated; 8 celebrities charged for undisclosed promotion (6 settled $400K combined); Grewal's "age-old playbook" quote; acquisition recap ($140M, "legitimize" TRON motive per shareholder). Open original source
  5. The Block, 2026-03-05 Supports: March 2026 SDNY final judgment dismissing claims against Sun, Tron Foundation and BitTorrent Foundation; Rainberry's $10M civil penalty and no-deceptive-practices undertaking, no admit-or-deny, court approval pending; 2023 allegations recap; Sun's statement; June 2018 acquisition and BTT a year later; February 2025 stay; Sun's $75M WLFI and $100M $TRUMP investments; a dozen+ crypto cases dismissed under Trump. Open original source
  6. CCN, 2018-08 Supports: Protocol created 2001, BitTorrent Inc. founded 2004; Cohen: 'I have no involvement with Tron'; no official role after acquisition; $120M figure; 5 employees left / 16 hired since late June (company tweet); CoinDesk on departures being less than amicable; 18-month lock-in agreements. Open original source
  7. CoinTelegraph, 2026-07 Supports: 2B+ downloads; 3% of downstream / 28% of upstream internet traffic; Android's most popular torrent downloader; July 2018 acquisition rumoured at $140M with 170M users; BTT launched early 2019 (down 90% by March 2020); BTFS/IPFS logo controversy with Juan Benet's and Vitalik Buterin's ("zombified BitTorrent") criticisms. Open original source

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