SEC Fines Cantor Fitzgerald $6.75 Million for Misleading SPAC Investors
From the desk of Jim Eccleston at Eccleston Law
The Securities and Exchange Commission (SEC) has charged Cantor Fitzgerald, L.P. with causing two special purpose acquisition companies (SPACs) under its control to make misleading statements to investors before their initial public offerings (IPOs). According to SEC.gov, Cantor Fitzgerald has agreed to pay a $6.75 million civil penalty to settle the charges.
SPACs are entities without business operations that raise funds through IPOs to later acquire an operating business. According to the SEC’s order, Cantor Fitzgerald executives managed and controlled CF Finance Acquisition Corp. II and CF Acquisition Corp. V, which collectively raised $750 million through IPOs in 2020 and 2021. Those SPACs later merged with View, Inc. and Satellogic Inc., respectively.
The SEC found that Cantor Fitzgerald caused these SPACs to falsely claim in SEC filings that they had not engaged in substantive discussions with potential merger targets before their IPOs. In reality, the SEC alleges that Cantor Fitzgerald personnel already had begun negotiations with several potential targets, including View and Satellogic, the companies with which the SPACs ultimately merged.
Sanjay Wadhwa, Acting Director of the SEC’s Division of Enforcement, emphasized the importance of accurate disclosures, stating, “Cantor Fitzgerald misled investors about a critical investment consideration by repeatedly stating in public filings that it had not identified or approached any potential merger targets, despite having had substantive discussions.”
The SEC charged Cantor Fitzgerald with causing violations of antifraud and proxy provisions of federal securities laws. Without admitting or denying the findings, Cantor Fitzgerald agreed to cease the violations and to pay the $6.75 million penalty.
Eccleston Law LLC represents investors and financial advisors nationwide in securities, employment, transition, regulatory, and disciplinary matters.
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