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Former SPAC CFO Charged In Connection To Multi-Million Dollar Securities Fraud Scheme

On January 3rd, 2022, the Securities and Exchange Commission (SEC) officially announced securities fraud charges against Cooper J. Morgenthau, the former Chief Financial Officer (CFO) of a company called African Gold Acquisition Corp. The investment entity was organized as a special purpose acquisition company (SPAC). In total, the SEC alleges that investors were defrauded out of approximately $5 million, including investors in Florida. Here, our Miami investor fraud lawyer provides an overview of the securities fraud charges filed in this case.

 Background: What is a SPAC?

 A SPAC (special purpose acquisition company) is a company that is formed for the purpose of acquiring one or more operating businesses. A SPAC typically raises money through an initial public offering (IPO) and then uses those funds to seek out and acquire a private company, which becomes a publicly traded company as a result of the acquisition. SPACs are also sometimes known as “blank check companies.” The reason is that they have no specific business plan or operations when they are formed, but rather they are created with the goal of acquiring an existing company.

Allegations: Funds Invested into a SPAC Were Diverted

 The SEC complaint against Cooper J. Morgenthau was filed in the United States District Court for the Southern District of New York. Within the legal complaint, the SEC alleges that Mr. Morgenthau raised funds on false pretenses. He was the CFO of African Gold Acquisition Corp., a SPAC. From June 2021 through July 2022, the SEC believes that Mr. Morgenthau improperly diverted investor funds out of African Gold Acquisition Corp.—making unauthorized withdrawals to his own personal bank account. The SEC alleges that at least $1.2 million in investor funds were diverted in this manner.

The federal agency contends that Mr. Morgenthau falsified financial records, including bank statements, to conceal the fact that he was making unauthorized withdrawals from the company. Additionally, the SEC alleges that Mr. Morgenthau made material misrepresentations to actual and prospective investors. He falsely informed investors that their money was being used to fund the creation of another special purpose acquisition company called Strategic Metals.

 SEC Seeking Appropriate Remedies, Parallel Criminal Case Filed

 As part of its civil enforcement action, the SEC is seeking all appropriate remedies against Mr. Morgenthau and African Gold Acquisition Corp, including findings that the former SPAC CFO violated federal securities law. The federal agency is also seeking monetary remedies. Notably, the SEC confirmed that a parallel criminal case has been opened up against Mr. Morgenthau in New York.

Call Our Miami, FL Securities Fraud Attorney Today

At ​Carlson & Associates, P.A., our Miami securities fraud attorneys have the professional skills and legal expertise that you can trust. If you or your loved one suffered significant investment losses in a SPAC and any other complex investment entity, we are here to help. Give us a call now or connect with us directly online to arrange a fully confidential initial consultation.


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