Andrew Spaventa ran what the SEC calls a boiler room that collected $74 million from more than 800 investors through pre-IPO funds. On August 14, 2026, the agency charged Spaventa and three entities he controlled, alleging hidden fees averaging about 46 percent marked up the prices investors paid for shares.
What happened in the Spaventa case
The SEC’s complaint, filed in the U.S. District Court for the Southern District of New York, names Andrew Spaventa, the Spaventa Group LLC, TSG Capital Advisors LLC, and TSG Alpha Partners LLC. Between roughly December 2020 and June 2025, the defendants raised more than $74 million from over 800 mostly retail investors for eleven private funds. The investors were spread across 49 states and included more than 100 retirees.
Key facts from the SEC complaint
Regulators describe a sales operation staffed by more than 100 agents who cold-called thousands of prospective investors using high-pressure tactics. The funds purportedly offered retail investors a chance to buy shares of pre-IPO private companies.
| Alleged scheme at a glance | Figure |
|---|---|
| Total raised | More than $74 million |
| Investors | More than 800, mostly retail, many retirees |
| Private funds | Eleven |
| Sales agents | More than 100 |
| Period | December 2020 through June 2025 |
| Upfront fees collected | Approximately $23 million |
| Court | Southern District of New York |
How the hidden fee markup worked
According to the complaint, Spaventa purchased pre-IPO shares himself, then sold them to his own funds at marked-up prices in principal transactions. The markups were passed to investors as hidden fees charged on the sale of fund membership interests. Investors were told they would pay no upfront fees or at most 12.5 percent. In reality, prices averaged about 46 percent higher than what Spaventa paid.
| Money flow alleged by the SEC | Amount |
|---|---|
| Upfront fees collected from investors | Approximately $23 million |
| Funneled to sales agents as commissions | Approximately $12 million |
| Paid to Spaventa personally | Approximately $4 million |
| Average markup over purchase price | About 46 percent |
| Told maximum upfront fee | No more than 12.5 percent |
Red flags investors missed
The complaint outlines warning signs common to boiler room operations. Cold calls promising access to exclusive pre-IPO shares, pressure for immediate commitment, and fee structures too favorable to be real all appeared in this case. More than 650 individual investors put in $100,000 or less, and more than 220 put in $20,000 or less, meaning smaller accounts carried the risk.
Spaventa’s own regulatory history predates the scheme. In September 2019, FINRA suspended him from associating with any member firm for failing to pay an arbitration award that resulted from a customer complaint. The suspension was lifted in December 2020 after he paid the award, the same period his sales agents began pitching the funds. The SEC charged violations of the antifraud, securities registration, and broker-dealer registration provisions of the Securities Act, the Exchange Act, and the Advisers Act. Spaventa also faces control person liability and aiding and abetting charges.
What investors should do now
Anyone who bought membership interests in these eleven funds should collect subscription documents, fee disclosures, and call records. The complaint alleges investor money covered Spaventa’s home purchase, renovation costs, personal travel, and luxury car payments. The SEC seeks permanent injunctions, disgorgement with prejudgment interest, and civil penalties, plus conduct-based injunctions against Spaventa. Court-supervised recovery takes time, and investors with complete records are positioned better than those without them.
How to recover your losses
Haselkorn & Thibaut is a securities law firm founded by former Wall Street defense attorneys who shifted their practice to represent investors. The firm has recovered over $520 million for clients in securities matters and maintains a 98 percent success rate in resolved nontraded REIT cases. Attorneys are AV Preeminent rated through Martindale-Hubbell, designated as Super Lawyers, and hold a 5.0-star client review average. The firm operates on a contingency basis, meaning no recovery, no fee.
Contact Haselkorn & Thibaut today
Time matters in fraud cases involving private funds. The earlier you act, the stronger your position. The firm offers a free case evaluation to assess your losses, review your account history, and explain your options under arbitration or settlement.
- Main Phone: 1-888-885-7162
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Offices in Florida, New York, Arizona, Texas, and North Carolina. Former Wall Street defense attorneys with 95+ years of combined experience. No recovery, no fee.
