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The SEC has filed a civil complaint against Andrew Spaventa, a 40-year-old from Miller Place, New York, and three companies he controls, alleging they ran a pre-IPO “boiler room” that bilked more than 800 investors out of $74 million over roughly four and a half years. The victims were largely retail clients and retirees, which is the kind of detail that makes a fraud case go from bad to genuinely ugly.
The complaint, filed on August 14, targets The Spaventa Group LLC (TSG), TSG Capital Advisors LLC, and TSG Alpha Partners LLC. Investors were told they were buying into private funds holding shares of some of the most coveted pre-IPO names in tech and defense: SpaceX, Anduril, Anthropic, and Perplexity. What they weren’t told, the SEC alleges, is that the shares came with markups so steep they bordered on parody.
The mechanics of a modern boiler room
The Spaventa Group, founded in September 2020, deployed more than 100 commissioned sales agents across offices in Long Island and New Jersey. These agents used high-pressure phone tactics to pitch the funds to retail investors, many of whom had no experience navigating private equity markets.
Investors were reportedly told that upfront fees were low or nonexistent, with average costs supposedly capped at 12.5%. The reality, according to the SEC, was considerably less pleasant. Shares acquired by the funds were marked up an average of 46% before being passed along to investors. SpaceX shares, the marquee name in the portfolio, allegedly carried a 64% markup.
That gap between what investors were told and what they were charged is the core of the SEC’s case. The commission estimates that approximately $23 million in fees were never disclosed. Of that sum, more than $12 million went to the sales agents as commissions. Roughly $4 million allegedly ended up in Spaventa’s own pocket.
To put the scale of the markup in context: if you bought $100,000 worth of SpaceX shares through TSG, you were effectively paying $164,000 for them.
Why pre-IPO markets are a regulatory gray zone
It’s worth noting that the SEC made no allegations against SpaceX, Anduril, Anthropic, or Perplexity themselves. These companies had no involvement in the scheme. Their names were simply the bait, leveraged because they represent exactly the kind of pre-IPO opportunity that generates FOMO among retail investors who feel locked out of Silicon Valley’s wealth creation engine.
The Spaventa Group’s operation ran from December 2020 through June 2025.
What the SEC is seeking, and what it signals
The SEC’s complaint seeks permanent injunctions against Spaventa and his entities, financial restitution for defrauded investors, civil penalties, and restrictions on Spaventa’s ability to operate in financial services going forward.
The SEC’s complaint specifically alleges registration violations alongside the fraud charges. The targeting of retirees adds a layer of severity that regulators and courts tend to take seriously. Elderly investors with fixed incomes and limited ability to recover losses are considered especially vulnerable under securities law.
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