SEC Charges Andrew Spaventa Entities in Alleged $74 Million Pre-IPO Fraud

Summary

On August 14, 2026, the SEC charged New York resident Andrew Spaventa, The Spaventa Group LLC, TSG Capital Advisors LLC, and TSG Alpha Partners LLC in SEC v. Spaventa, No. 26-civ-06958, in the Southern District of New York; Litigation Release No. 26611 followed August 17. The complaint alleges that from approximately December 2020 to June 2025, the defendants raised more than $74 million from over 800 mostly retail investors nationwide through unregistered offerings of 11 private funds marketed as access to pre-IPO shares. Spaventa allegedly acquired shares directly or through another fund, then sold them as principal to his funds at markups embedded as hidden fees. More than 100 agents cold-called thousands of prospects, many retirees, using high-pressure tactics. Investors were told upfront fees were zero or no more than 12.5%, but paid prices averaging approximately 46% above Spaventa’s costs. The alleged scheme produced about $23 million in upfront fees, including more than $12 million in agent commissions and approximately $4 million for Spaventa personally.

The SEC alleges violations of antifraud, securities registration, and broker-dealer registration provisions under the Securities Act of 1933, Exchange Act of 1934, and Investment Advisers Act of 1940, plus control person and aiding-and-abetting liability against Spaventa. It seeks permanent and conduct-based injunctions, disgorgement, prejudgment interest, and civil penalties. Brian Kudon, Margaret Spillane, Douglas Smith, and Elisa Solomon conducted the investigation under Lee A. Greenwood, Corey Schuster, George Stepaniuk, and Sheldon L. Pollock, with assistance from Ronald Krietzman, David Jaffe, John Celio, Stephen DeBella, and Kyle Duffy. Solomon and Spillane will litigate under Alexander Vasilescu. The SEC also directed investors to its pre-IPO Investor Alert.