July 14, 2021

Enforcement: SEC Casts a Wide Net in Landmark SPAC Proceeding

We’ve known for some time that the SEC’s Division of Enforcement has been taking a hard look at SPAC deals, and yesterday it announced an enforcement action against, well, EVERYBODY involved in an allegedly fraudulent SPAC transaction. This excerpt from the SEC’s press release gives you a sense for how widely the Division of Enforcement cast its net:

The Securities and Exchange Commission today announced charges against special purpose acquisition corporation Stable Road Acquisition Company, its sponsor SRC-NI, its CEO Brian Kabot, the SPAC’s proposed merger target Momentus Inc., and Momentus’s founder and former CEO Mikhail Kokorich for misleading claims about Momentus’s technology and about national security risks associated with Kokorich.

The SPAC, the sponsor, the target & both CEOs – that’s quite a haul!  Apparently Momentus’s former CEO is continuing to litigate the charges against him, but the other defendants settled with the SEC. Under the terms of the SEC’s order, each of the settling defendants agreed to cease and desist from violations of certain antifraud provisions of the federal securities laws and to pay civil monetary penalties aggregating $8 million.

But that’s not all. Momentus and the other parties agreed to a number of undertakings. These include establishing an independent board committee to police compliance with the SEC’s order, retaining an independent consultant to review Momentus’s disclosure controls and implementing changes recommended by that consultant. The order also calls for the parties to offer rescission to PIPE investors, and for the sponsor to forego 250,000 founders shares.

Although the misleading claims at issue were initially made by the target, the SEC found fault with the due diligence investigation conducted by the SPAC and its CEO, which led to the filing of inaccurate registration statements and proxy solicitations.

John Jenkins