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.
African Gold, which began trading in February 2021, was formed in the Cayman Islands as a blank-check company with the goal of purchasing a gold mining business, according to its website.
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.
As a result of the fraud, African Gold materially misstated information in multiple financial filings with the SEC and kept inaccurate books and records, according to the agency’s order. Without admitting or denying the SEC’s findings, African Gold agreed to a cease-and-desist order as well as paying the fine.
In January, Morgenthau pleaded guilty to one count of wire fraud in U.S. District Court for the Southern District of New York for embezzling more than $5 million from African Gold to pay for personal stock and cryptocurrency ventures. As part of his plea, Morgenthau agreed to forfeit $5.1 million and pay $5.1 million in restitution. He is scheduled to be sentenced in April and faces up to 20 years in prison.
He also faced related charges from the SEC for violating the antifraud provisions of the federal securities laws, lying to African Gold’s auditor and accountants, knowingly falsifying African Gold’s books and records, and filing false certifications with the agency. Morgenthau consented to an officer-and-director bar and will pay financial penalties to be determined later.
African Gold could not be reached for comment.