Howard Lutnick, chairman and CEO of BGC Partners Inc., speaks during the Piper Sandler Global Exchange and FinTech Conference in New York City, U.S., June 8, 2022.
Brendan McDermid | Reuters
WASHINGTON — The Securities and Exchange Commission on Thursday charged global financial services firm Cantor Fitzgerald with violating laws related to regulatory disclosures by so-called blank-check companies before they raise money from the public.
Cantor’s chairman and CEO, Howard Lutnick, was recently nominated by President-elect Donald Trump to lead the Commerce Department. Lutnick is co-chair of Trump’s transition team.
Cantor agreed to settle the SEC’s charges by agreeing to pay a $6.75 million civil penalty and agreeing to not violate the securities laws at issue in the case.
The firm did not admit or deny the charges, which relate to certain antifraud and proxy provisions of federal securities laws.
Cantor’s settlement echoes an $18 million settlement another blank-check firm, Digital World Acquisition Corp., agreed to pay to the SEC in July 2023 after being charged with fraud for failing to disclose to investors that DWAC had extensive merger discussions with Trump’s then-private social media company, Trump Media. DWAC merged with Trump Media earlier this year.
It was unclear Thursday night whether the Trump transition vetting team was aware of the SEC’s investigation of Cantor when the president-elect said that he had selected Lutnick to become secretary of Commerce.
Howard Lutnick, Chairman and CEO of Cantor Fitzgerald gestures as he speaks during a rally for Republican presidential nominee and former U.S. President Donald Trump at Madison Square Garden, in New York, U.S., October 27, 2024.
Andrew Kelly | Reuters
The SEC in order released Thursday found that Cantor caused two blank-check companies, which are also known as SPACs, to falsely deny in regulatory filings having had contact or substantive discussions with potential merger targets before those SPACs’ initial public offerings.
SPACs are shell companies that have no underlying business before they potentially merge with a target company that has business operations.
The two SPACs controlled by a team of Cantor executives raised $750 million from investors in IPOs before they merged with smart-glass maker View and Satellogic, the satellite imagery and geospatial data, company, the SEC said.
The SEC said that the team of Cantor executives and employees of Cantor subsidiaries searched for potential companies for the two SPACs to merge with, and had “substantive discussions” with potential targets. Those discussions occurred before the blank-check companies were registered and began their IPOs.
View’s agreement to merge with the Cantor SPAC CF Finance Acquisition Corp. was announced in November 2020. Satellogic’s agreement to merge with CF Acquisition Corp. V was announced in July 2021.
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“This enforcement action reflects the straightforward proposition that any disclosures about substantive discussions with potential targets must be materially accurate,” said Sanjay Wadhwa, acting director of the SEC’s Division of Enforcement, on Thursday.
“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 with several private companies regarding a potential merger, including with the companies with which its SPACs eventually merged,” Wadhwa said in a statement.
Cantor spokesperson Erica Chase, in an email to CNBC, said, “No investor was ever harmed by the alleged issues described in the order.”
“We are pleased to have concluded this matter by mutual agreement with the SEC,” Chase said.
The Trump transition did not immediately reply to a request for comment on the case.