SEC charges former SPAC CFO over $5M digital asset-related scam

The U.S. securities watchdog has charged a former executive of a special purpose acquisition company (SPAC) with fraud after he allegedly stole $5 million, which he invested in digital assets and other securities.

In a complaint filed with the Southern District of New York, the U.S. Securities and Exchange Commission (SEC) alleged that Cooper J. Morgenthau stole $5 million from his employer from June 2021 through at least July 2022.

Morgenthau is the former Chief Financial Officer of African Gold Acquisition Corp., a SPAC seeking to acquire a company in the gold mining industry. During his time at the firm, he allegedly wired $1.2 million from the company’s coffers to his personal bank and brokerage accounts.

Morgenthau allegedly doctored the company’s accounts and bank statements to avoid detection, deleting his debits and overstating the available balance, authorities said. His antics fooled the company’s management and auditors for over a year.

The SEC further alleges that Morgenthau then raised money from other investors to launch other SPACs. He managed to raise $4.7 million, some of which he used to refund the money he had stolen from his employer.

According to the complaint, Morgenthau used the money to invest in meme stocks and digital assets.

“Our complaint against Morgenthau demonstrates our commitment to holding individuals accountable, particularly when they seek to take advantage of public interest in investment vehicles such as SPACs. Our enforcement team worked swiftly and efficiently to file today’s action in just over four months since it was disclosed, which should serve to deter future bad actors in the SPAC market,” John T. Dugan, Associate Director for Enforcement in the SEC’s Boston Regional Office, commented.

Morgenthau consented to a judgment that barred him from serving in a leadership position at a publicly traded company or violating securities regulations. In a parallel action, the U.S. Attorney’s Office for New York has filed criminal charges against the 35-year-old New Yorker.

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