Litigation Release No. 25778 / July 14, 2023

Securities and Exchange Commission v. Cooper J. Morgenthau, Civil Action No. 1:23-cv-00022 (S.D.N.Y. filed Jan. 3, 2023)

SEC Obtains Final Judgment Against Former SPAC CFO for Orchestrating $5 Million Fraud Scheme

The Securities and Exchange Commission announced today that it obtained a final judgment in a previously-filed case against Cooper J. Morgenthau, the former CFO of African Gold Acquisition Corp., a SPAC or special purpose acquisition company, for orchestrating a scheme in which he stole more than $5 million from the company and from investors in two other SPACs that he incorporated.

The SEC’s complaint, filed in January 2023 in the U.S. District Court for the Southern District of New York, alleged that, from June 2021 through July 2022, Morgenthau embezzled money from African Gold and stole funds from another SPAC series called Strategic Metals Acquisition Corp. I and II to pay for his personal expenses and to trade in crypto assets and other securities.

According to the SEC’s complaint, Morgenthau concealed unauthorized withdrawals by falsifying African Gold’s bank account statements and then provided those falsified documents to African Gold’s auditor and accountants for purposes of preparing African Gold’s SEC filings. During the same general time period, Morgenthau raised money from Strategic Metals’ investors based on misrepresentations that the money would be used to launch the Strategic Metals SPACs, when in fact Morgenthau misappropriated the money for personal uses, including to conceal his embezzlement of African Gold’s funds.

On July 13, 2023, the court entered a final judgment ordering Morgenthau to pay disgorgement of $5,111,335, plus prejudgment interest thereon in the amount of $221,237, deemed satisfied by the amounts of restitution and forfeiture ordered in a parallel criminal case filed against Morgenthau.  Previously, Morgenthau consented to the entry of a judgment on January 6, 2023, enjoining him from violations of Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 and Rules 10b-5, 13b2-1, 13b2-2(a) and (b), and 13a-14 thereunder and Section 17(a) of the Securities Act of 1933, and barring him from serving as an officer or director of a publicly traded company.

On January 3, 2023, Morgenthau pled guilty to criminal charges brought by the U.S. Attorney’s Office for the Southern District of New York.  On April 27, 2023, Morgenthau was sentenced to 36 months in prison, plus 36 months of supervised release, and ordered to forfeit $5,111,335 and to pay restitution of $5,111,335.

For further information, see Litigation Release No. 25605Judgment