The SEC just put a number on the pre-IPO grey market: 46% average markup, $74M, 800 buyers

The SEC filed a complaint on Friday in the Southern District of New York against The Spaventa Group, a Long Island firm run by former broker Andrew Spaventa, which the agency characterises as a pre-IPO "boiler room" ^[1]. The allegation that should concern anyone buying private-company exposure is not that the shares were phantom: it is that, per the SEC, investors paid on average 46% more for their positions than Spaventa's own companies paid to acquire them, with the premium reaching 91% in some cases ^[5].

The scale, as reported by Fortune's Amanda Gerut: more than 100 agents making thousands of phone calls, selling the most requested names in the market, including Anduril, Anthropic, Perplexity and SpaceX ^[2][16]. More than $74 million came in across 11 private funds operated from offices on Long Island and in New Jersey, over four and a half years from December 2020 to June 2025 ^[4]. More than 800 people bought in; most were retail, more than 650 put in $100,000 or less, and over 100 were retirees, according to the SEC ^[3]. That is roughly $92,500 per investor ^[9] and about $1.4 million a month for 54 consecutive months ^[14]. One caveat on the source: the same Fortune newsletter later summarises the buyers as "most with $100,000 or more," which contradicts the SEC-attributed figure a few paragraphs above it ^[15]. Use the complaint's number.

The markup arithmetic is the case. A 46% average premium means roughly 68 cents of every dollar an investor handed over corresponded to what the shares actually cost the sponsor, and roughly 32 cents did not ^[10]. At the 91% extreme, about 52 cents ^[11]. If that average held across the full raise, the implied spread is about $23 million on roughly $51 million of cost ^[12]. Investors allegedly had no idea the markups were that high, and the pitch included a promise of no rip-offs from "unnecessary fees" ^[5]. Spaventa denied the SEC's claims when Fortune reached him by phone ^[6].

For comparison, the regulator's earlier pre-IPO action this year against Giovanni Pennetta alleged $10 million misappropriated while selling fraudulent shares in companies including Anduril; Pennetta pled guilty to one count of wire fraud ^[7]. The Spaventa figures are about 7.4 times larger ^[13]. Fortune's Allie Garfinkle, who has written about investors chasing phantom Anthropic shares, describes the secondary market as both massive and unregulated ^[8]. This is the first case at a scale that makes that description an enforcement fact rather than a warning.

The operating consequence is narrow and useful. The SEC's theory converts an undisclosed acquisition-to-sale spread into fraud ^[5], which means the two things worth demanding from any SPV or feeder offering a hot private name are the sponsor's own purchase price with a chain of title, and fee disclosure in writing that covers markup, not just management and carry. If a sponsor will not tell you what it paid, you are in the fact pattern the SEC just charged.

Watch whether the agency follows this with cases against other SPV sponsors and placement agents rather than only outright fabricators ^[7][1], and whether Spaventa contests the markup calculations or the disclosure claim ^[6]. Also watch the fee language in the next pre-IPO deck that lands in your inbox.