SEC fines SPAC $104K for control failures that enabled CFO embezzlement

A special purpose acquisition company (SPAC) will pay a $103,591 fine for allegedly having flawed internal controls, reporting, and recordkeeping procedures that allowed its former chief financial officer (CFO) to drain approximately $1.2 million from its bank account.

The Securities and Exchange Commission (SEC) said Wednesday that African Gold Acquisition Corp. gave former CFO Cooper Morgenthau unfettered access to its operating account “with little to no oversight,” according to a press release.

Starting in June 2021, Morgenthau made unauthorized withdrawals from the company’s account over the course of a year, then altered its bank account statements to conceal the fraud. His misconduct was not discovered until several vendors refused to continue providing services to African Gold because they were not being paid, the SEC said, another sign the company failed to comply with basic internal control requirements.

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