Published: August 22, 2026 | Category: Deals & M&A
Andrew Spaventa’s funds allegedly marked up shares in SpaceX, Anduril and Anthropic by as much as 91 percent while telling retirees the fees were nearly free.
The Securities and Exchange Commission has charged New York broker Andrew Spaventa and three entities he controlled with running a boiler room that raised more than $74 million from over 800 retail investors by secretly marking up pre-IPO shares in SpaceX, Anduril, Anthropic and Perplexity. The regulator’s complaint, filed August 14 in the Southern District of New York, alleges the scheme ran for four and a half years, from December 2020 to June 2025, and drew in more than 100 retirees among its victims.
According to the SEC, Spaventa’s entities, The Spaventa Group LLC, TSG Capital Advisors LLC and TSG Alpha Partners LLC, bought pre-IPO shares and then resold them to eleven private funds at inflated prices before those funds sold membership interests on to investors. The agency said investors paid on average 46 percent more than Spaventa’s companies had paid for the shares, with the markup running as high as 91 percent in some cases.
More than 100 sales agents cold-called prospective investors, according to the complaint, telling them they would pay no upfront fee or one capped at 12.5 percent. The SEC said the true hidden fees totaled roughly $23 million, of which more than $12 million went to the sales force as commissions and about $4 million went to Spaventa personally.
“Unsolicited calls and high-pressure sales tactics are the calling cards of so-called boiler room operators,” said Sheldon L. Pollock, associate director of the SEC’s New York Regional Office. “We encourage investors to be vigilant when it comes to these types of tactics.”
The complaint charges the defendants with violating 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. It also names Spaventa individually for control person liability and aiding and abetting violations. The SEC is seeking permanent injunctions, disgorgement of the gains plus prejudgment interest and civil penalties. Spaventa denied the allegations when reached by Fortune’s Term Sheet newsletter.
The case is the largest pre-IPO boiler room action the SEC has brought this year, well ahead of an earlier complaint against Giovanni Pennetta, who pleaded guilty to a single count of wire fraud after misappropriating about $10 million while selling fraudulent Anduril shares. It lands as retail demand for pre-IPO stakes in AI and defense names has fueled an increasingly large, and largely unregulated, secondary market, one regulators are now signaling closer attention to.