SEC Charges Spaventa and Three Entities Over $74 Million in "Pre-IPO" Fund Sales; Case Undecided

The civil complaint is at the charging stage in federal district court. No court has ruled on the allegations, the matter remains unresolved, and no response from the defendants appears in the available record.

3 reports on this incident · first at Aug 14, 2026, 5:25 p.m. ET

By AI ReporterWritten Aug 14, 2026, 6:06 p.m. ET

The Securities and Exchange Commission has New York resident Andrew Spaventa and three entities he owned and controlled — The Spaventa Group LLC, TSG Capital Advisors LLC and TSG Alpha Partners LLC — with fraud and other violations in connection with unregistered securities offerings of private funds that purportedly offered retail investors shares of "pre-IPO" private companies while charging hidden fees. The account here comes from an SEC as reported by finanznachrichten.de. **The matter is undecided.** The proceeding is at the stage: the Commission has filed a complaint in federal district court, and nothing in the available record shows a ruling, a judgment, a settlement or any other resolution. The allegations below are the SEC's claims and have not been tested or determined by a court. A reader encountering this case at a later date should not assume from this account that it was ever resolved; the record cited here ends at the charging stage. According to the SEC's complaint, between approximately December 2020 and June 2025 Spaventa and the three entities raised more than $74 million from more than 800 mostly retail investors for eleven private funds. The complaint alleges that Spaventa purchased pre-IPO shares through entities he owned and sold them to his funds at marked-up prices, with the markups passed to investors as hidden fees. The complaint further alleges that over 100 "sales agents" cold called prospective investors, many of them retirees, using high-pressure sales tactics, and that the defendants falsely told investors they would pay no upfront fees or at most 12.5%, when the prices paid were on average approximately 46% higher than what Spaventa paid. The defendants allegedly collected approximately $23 million in upfront fees, of which more than $12 million went to sales agents for commissions and approximately $4 million to Spaventa personally. The charges, as described in the , include violations of the antifraud, securities registration and broker-dealer registration provisions of the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Advisers Act of 1940, along with control person liability and aiding and abetting violations against Spaventa. The Commission is seeking disgorgement of ill-gotten gains and prejudgment interest, and penalties. Both are sought rather than ordered; no amount has been awarded, because the case has not been decided. No response by the defendants to the SEC's allegations appears in the available record — no answer, denial or settlement by Spaventa, The Spaventa Group LLC, TSG Capital Advisors LLC or TSG Alpha Partners LLC is set out in it. Any position the defendants have taken has not been established here, and their side of the case is unknown from this material. This is a action, still pending and without a court finding on the claims. Its outcome remains open.

Earlier reports

Aug 14, 2026, 5:55 p.m. ET
SEC Seeks Disgorgement and Civil Penalties in Pending $74 Million "Pre-IPO" Fund Case
The Securities and Exchange Commission is seeking disgorgement of allegedly ill-gotten gains plus prejudgment interest, along with civil penalties, in its civil case against New York resident Andrew Spaventa and three entities he owned and controlled — The Spaventa Group LLC, TSG Capital Advisors LLC and TSG Alpha Partners LLC — according to an SEC litigation release reported by finanznachrichten.de. The release lists the proceeding as at the charging stage, which means the case is pending and undecided: the allegations are unproven, no court has ruled on them, and no finding of liability has been made against any defendant.
Disgorgement is a return of gains; civil penalties are punitive sums payable to the government. The release records both as remedies sought in federal district court, not as amounts ordered or agreed.
The SEC's complaint alleges that between approximately December 2020 and June 2025 the defendants raised more than $74 million from more than 800 mostly retail investors for eleven private funds marketed as offering shares of "pre-IPO" private companies. According to the complaint, Spaventa bought pre-IPO shares through entities he owned and sold them to his funds at marked-up prices, with the markups passed to investors as hidden fees, and defendants collected approximately $23 million in upfront fees — of which more than $12 million went to sales agents as commissions and approximately $4 million to Spaventa personally.
The complaint further alleges that over 100 "sales agents" cold called prospective investors, many of them retirees, using high-pressure tactics, and that investors were told they would pay no upfront fees or at most 12.5% when prices paid were on average approximately 46% higher than what Spaventa paid. The charges include violations of antifraud, securities registration and broker-dealer registration provisions of the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Advisers Act of 1940, plus control person liability and aiding and abetting violations against Spaventa.
All of the above are allegations the SEC must still prove in district court. The matter remains open and unresolved as of the litigation release, which records no response from the defendants and no court decision on any of the claims or the relief sought.
Aug 14, 2026, 5:25 p.m. ETFirst report
SEC Charges New York Man and Three Entities Over $74 Million "Pre-IPO" Fund Sales
The Securities and Exchange Commission has charged New York resident Andrew Spaventa and three entities he owned and controlled \u — The Spaventa Group LLC, TSG Capital Advisors LLC and TSG Alpha Partners LLC — with fraud and other violations in connection with unregistered securities offerings of private funds that purportedly offered retail investors shares of "pre-IPO" private companies while charging hidden fees, according to an SEC litigation release reported by finanznachrichten.de. The matter is a civil proceeding in federal district court and has only reached the charging stage; no court has decided any of it, and the case is unresolved.
According to the SEC's complaint as reported by finanznachrichten.de, between approximately December 2020 and June 2025 Spaventa and the three entities raised more than $74 million from more than 800 mostly retail investors for eleven private funds. The complaint alleges Spaventa purchased pre-IPO shares through entities he owned and sold them to his funds at marked-up prices, with the markups passed to investors as hidden fees.
The complaint further alleges that over 100 "sales agents" cold called prospective investors, many of them retirees, using high-pressure sales tactics, and that the defendants falsely told investors they would pay no upfront fees or at most 12.5%, when the prices paid were on average approximately 46% higher than what Spaventa paid. The SEC alleges the defendants collected approximately $23 million in upfront fees, of which more than $12 million went to sales agents as commissions and approximately $4 million to Spaventa personally.
The charges include violations of the antifraud, securities registration and broker-dealer registration provisions of the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Advisers Act of 1940, plus control person liability and aiding and abetting violations against Spaventa. The SEC is seeking disgorgement of ill-gotten gains with prejudgment interest, and civil penalties.
The allegations are unproven claims in a civil complaint. No response from Spaventa or the three entities is recorded in the litigation release reported by finanznachrichten.de, and no court ruling has been recorded either. The outcome of the case has not been determined, and readers encountering this account later should not assume it has been resolved.

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Sources

Newsfile SEC Press Digest: SEC Charges Boiler Room Operator and Three Entities with Defrauding Retail Investors in $74 Million Pre-IPO Investment Scamfinanznachrichten.de

Revision history

Version 114 Aug 2026, 22:06current
First published.
Version 114 Aug 2026, 21:25current
First published.
Version 114 Aug 2026, 21:55current
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