Analysis
The SEC charged Andrew Spaventa and three entities he owns and controls -- The Spaventa Group LLC, TSG Capital Advisors LLC and TSG Alpha Partners LLC -- with fraud and unregistered-securities violations tied to eleven private funds marketed as a way for retail investors to buy shares of exclusive, late-stage private technology companies, according to the SEC's press release. Between December 2020 and June 2025, the entities raised more than $74 million from over 800 investors, the large majority of them retail buyers rather than accredited institutions.
The alleged mechanics, per the SEC and Fortune's reporting:
- The sales operation — more than 100 cold-calling sales agents pitched thousands of prospective investors with scripted calls promising access to pre-IPO shares of marquee private companies, explicitly telling investors there would be no hidden fees
- The markup scheme — Spaventa-owned entities allegedly purchased pre-IPO shares first, then resold them to his own funds at marked-up prices, which the funds then passed on to end investors without disclosing the intermediate markup
- Anthropic — Fund 8 held shares acquired at $32.62 to $41.53 and sold to investors at $58.50, a 41% to 79% markup that raised $5.8 million in 2024
- Perplexity — Funds 10 and 11 held shares bought between $340.72 and $389 and sold at $495, a 27% to 45% markup
- SpaceX — Fund 2 held shares Spaventa purchased at $595 and sold to investors at $975
- Anduril — appeared across three separate funds at markups between 29% and 57%
“Spaventa denied the allegations and said he plans to defend himself.”
Investor profile matters here: more than 650 of the 800-plus investors put in $100,000 or less, and more than 100 were retirees -- exactly the population securities regulators have historically flagged as most vulnerable to high-pressure boiler-room sales tactics, a term dating back to bucket-shop stock schemes of the early 20th century and still used by the SEC itself in this case's title.
Why this matters beyond one bad actor
The case lands directly inside a structural feature of this AI cycle: retail investors cannot buy shares of SpaceX, Anthropic, Anduril or Perplexity through any public exchange, because none of them are public, and that scarcity has created a secondary market of funds, SPVs and feeder vehicles promising access at a price. Some of that market is legitimate -- Forge Global, EquityZen and a handful of registered platforms operate with disclosed fee structures -- and some of it, per this complaint, is a cold-calling operation charging undisclosed markups north of 40% while claiming to charge none at all.
None of the four underlying companies did anything wrong; their shares changed hands in real transactions, and the fraud, as alleged, sits entirely in what Spaventa's funds told investors about fees and markups, not in the shares' authenticity. That distinction matters for anyone in the pre-IPO secondary market broadly -- the reputational spillover from a case like this lands on every fund offering retail access to private shares, including the compliant ones, at a moment when demand for pre-IPO exposure to companies like Anthropic ahead of its expected fall listing has never been higher.
Spaventa denied the allegations and said he plans to defend himself. The case is a civil SEC enforcement action, not a criminal referral, though the scale and the retiree-investor profile are the kind of fact pattern that has, in prior boiler-room cases, drawn parallel state or criminal scrutiny once the civil complaint becomes public.
