SEC v. Ganesh H. Betanabhatla, No. 8:24-cv-00184, District of Nebraska (May 22, 2024) — Complaint

Civil Action No.

SECURITIES AND EXCHANGE COMMISSSION,

Plaintiff
v.

GANESH H. BETANABHATLA,

 Defendant

COMPLAINT AND JURY DEMAND
Plaintiff Securities and Exchange Commission (the “Commission”) alleges:
SUMMARY OF THE ACTION
1. Defendant Ganesh H. Betanabhatla (“Betanabhatla” or “Defendant”), a private-
fund manager, defrauded three issuers whose securities he committed to purchase in private
securities offerings on behalf of investment funds he managed.  Between March 2021 and
August 2021, Betanabhatla signed subscription agreements to purchase a total of $263.5 million
in stock in three private securities offerings.  At the time, none of the investment funds
Betanabhatla managed, nor the management firm he ran, Ramas Capital Management, LLC
(“Ramas”), had the money to invest.  Two of the securities offerings were private investment in
public equity, or PIPE, offerings in connection with business combinations undertaken by two
publicly traded special purpose acquisition companies, or SPACs.  A SPAC is a publicly traded
company formed to raise funds in an initial public offering and then acquire an operating
company through a business combination financed, in part, by the money it raised from
investors.
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEBRASKA

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2. Moreover, Betanabhatla had no reasonable basis to believe that he would be able
to raise the hundreds of millions of dollars he agreed to invest by the time the investment
commitments became due.  The funds he managed through Ramas had not raised any money
since late 2019, and in the year preceding Betanabhatla’s signing of the subscription agreements
agreeing to purchase the stock, Ramas and the funds it managed had no more than $204,000 in
their bank accounts at any point.  This combined balance dropped to $11 by the time
Betanabhatla signed the first subscription agreement.
3. Ultimately, none of the investments were funded, and the issuers were left to
attempt to fill the gap in funding they had been anticipating, which in one case left the company
raising capital without 60 percent of the money committed to the transaction.
4. To hide the fact that there was no money to invest, Betanabhatla falsified key
documents and emails that he provided to the issuers and lied to at least one of the issuers about
having $500 million on hand to invest.
5. By his actions, Betanabhatla violated the antifraud provisions of the federal
securities laws.  Specifically, Betanabhatla violated Section 10(b) of the Securities Exchange Act
of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R.
§ 240.10b-5].
6. The Commission requests, among other things, that the Court: (i) permanently
enjoin Betanabhatla from further violating the federal securities laws as alleged in this
complaint; (ii) prohibit Betanabhatla from acting as an officer or director of a publicly traded
company; and (i ii) order Betanabhatla to pay civil monetary penalties.

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JURISDICTION AND VENUE
7. The Commission brings this action pursuant to Sections 21(d), 21(e), and 27 of
the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].
8. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e), and
27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].
9. Defendant, directly or indirectly, made use of the means and instruments of
interstate commerce or of the mails in connection with the acts, transactions, practices, and
courses of business alleged in this complaint.
10. Venue is proper in this District pursuant to Section 27(a) of the Exchange Act [15
U.S.C. § 78aa(a)] because the Defendant resides in this District.
DEFENDANT
11. Ganesh H. Betanabhatla, 39 years old, resides in Omaha, Nebraska.
Betanabhatla was the founder of Ramas, a now-defunct firm that managed three private equity
funds until it ceased business in 2021.  From at least 2016 to 2021, Betanabhatla was managing
partner and chief investment officer of Ramas.  Betanabhatla has worked in finance at
investment banks and private equity firms since 2006.  Betanabhatla was a defendant in a prior
Commission enforcement action, SEC v. Ramas Cap. Mgmt, LLC and Ganesh H. Betanabhatla,
No. 4:22-cv-02979 (S.D. Tex. filed Sept. 1, 2022).
OTHER RELEVANT ENTITY
12. Ramas Capital Management, LLC, was a Delaware limited liability company
formed by Betanabhatla in 2012 as Oilchem, LLC, which changed its name to Ramas Capital
Management, LLC in 2016.  It was declared forfeited by the Delaware Secretary of State in May
2021.  Betanabhatla, who was Ramas’s founder, managing partner, and chief investment officer,

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controlled Ramas.  Ramas’s principal place of business was Betanabhatla’s former residence in
Houston, Texas.  At the time of the events described herein, Ramas had no employees, but
engaged two consultants, Consultant 1 and Consultant 2 (together, the “Consultants”), to assist
with sourcing and performing diligence on potential investment opportunities.
FACTUAL ALLEGATIONS
A. The First Securities Offering
13. In March 2021, a publicly traded SPAC (“SPAC 1”) announced that it had entered
into an agreement to engage in a business combination with a privately held operating company
(“Target”).  SPAC 1 also announced that it had received commitments from institutional
investors to invest more than $330 million in a PIPE offering set to close concurrent with the
closing of the business combination if approved by SPAC 1’s shareholders.  The PIPE funding
would provide the surviving company with money to fund its capital-intensive operations after
the business combination.  A PIPE offering can reduce risk and protect a SPAC’s investors by
guaranteeing that capital is available to the surviving company after a business combination.
14. Ahead of the announcement, Consultant 1 introduced Betanabhatla to an officer
of Target, and Betanabhatla expressed an interest in making a sizeable investment in SPAC 1’s
PIPE on behalf of a Ramas-managed fund.  However, one of SPAC 1’s financial advisers
expressed concern about Ramas’s ability to fund a large investment, given that the adviser had
not heard of Ramas.  In response, Betanabhatla emailed representatives of SPAC 1 and Target a
supposed term sheet between Ramas Energy Opportunities I, L.P. (the “Ramas Energy
Opportunities Fund”), an investment fund purportedly managed by Ramas, and a certain
sovereign wealth fund (the “Sovereign Wealth Fund”), contemplating an investment in the
Ramas Energy Opportunities Fund and bearing the supposed signature of the Sovereign Wealth

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Fund’s then-CEO.  Despite language in the term sheet that the Ramas Energy Opportunities
Fund “was established as an investment vehicle for the purpose of” making certain investments,
it had never actually been formed.
15.   Consultant 1 followed up with an email to SPAC 1 and Target, on which
Betanabhatla was copied, representing that the Ramas Energy Opportunities Fund’s major
limited partner (i.e., the Sovereign Wealth Fund) had agreed to invest $1.5 billion in the Ramas
Energy Opportunities Fund and had already funded the first of three $500 million tranches to be
deployed at Ramas’s discretion, which Betanabhatla had previously told Consultant 1.  In the
email, Consultant 1 added “[h]opefully this alleviates any concern with regards to the ‘ability to
fund’ the Ramas desired investment level” in SPAC 1’s PIPE offering.
16. In truth, the Sovereign Wealth Fund never contemplated an investment in a
Ramas fund and never did business with Ramas or any of its funds.  The purported term sheet
between the Ramas Energy Opportunities Fund and the Sovereign Wealth Fund, which
Betanabhatla drafted, was fake and the signature of the Sovereign Wealth Fund’s CEO on the
document was forged.  Additionally, at the time, Ramas did not have $500 million to invest,
which Betanabhatla knew.  Nevertheless, Betanabhatla falsely told Consultant 1 that Ramas had
the $500 million available, and failed to correct the consultant when the consultant passed the
false information on to SPAC 1 and Target in his email.
17. Shortly thereafter, Betanabhatla signed a subscription agreement “irrevocably
subscrib[ing] for and agree[ing] to purchase” $200 million worth of shares in SPAC 1’s PIPE
offering on behalf of the Ramas Energy Opportunities Fund, representing 60 percent of the
capital committed by all investors in the PIPE offering.  At the time, neither Ramas nor any fund
that it managed had $200 million to invest.  According to Betanabhatla, he believed that he could

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secure an investment from the Sovereign Wealth Fund to fund the $200 million commitment.
However, Betanabhatla had no reasonable basis to believe this, as he had never had contact with
anyone at the Sovereign Wealth Fund, let alone a commitment from the Sovereign Wealth Fund
to invest in a Ramas fund.
18. When funding for the Ramas Energy Opportunities Fund’s $200 million
investment in SPAC 1’s PIPE offering came due several months later, the fund failed to fulfill its
commitment.  As a result, the surviving company of the business combination between SPAC 1
and Target was left with significantly less funding than it had been expecting, causing it to scale
back growth plans.
19. Betanabhatla knew, or was severely reckless in not knowing, that his statements
described in Section A above were untrue and misleading, and that his actions described in
Section A above were fraudulent and deceptive.
B. The Second Securities Offering
20. In April 2021, a different SPAC (“SPAC 2”) announced that it had entered into
two business combination agreements and that it had commitments from certain investors to
invest $300 million in a PIPE offering set to close concurrent with the closing of the business
combinations.
21. Ahead of SPAC 2’s announcement, Betanabhatla signed a subscription agreement
on behalf of the Ramas Energy Opportunities Fund “irrevocably subscrib[ing] for and agree[ing]
to purchase” $25 million worth of SPAC 2’s stock in the PIPE offering.  At the time, neither
Ramas, nor any fund managed by Ramas, had $25 million to invest, and Betanabhatla had no
reasonable basis to believe that he could raise the money by the time it was due.  Although
Betanabhatla claims to have believed that he could obtain the money from the Sovereign Wealth

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Fund, he had no reasonable basis to support this purported belief.  As described above,
Betanabhatla had never had contact with anyone at the Sovereign Wealth Fund and had not
obtained a commitment from the Sovereign Wealth Fund to invest in a Ramas fund.
22. Several months later, when the $25 million became due, the Ramas Energy
Opportunities Fund defaulted on its commitment.
23. Betanabhatla knew, or was severely reckless in not knowing, that his statements
described in Section B above were misleading.
C. The Third Securities Offering
24. In May 2021, a privately held technology company (“Company 1”) was seeking
to raise money in a private placement.  Through an acquaintance of Consultant 1, Betanabhatla
was introduced to Company 1’s CEO and expressed an interest in investing in Company 1’s
private placement on behalf of a Ramas-managed fund.  Company 1’s CEO wanted to ensure
that the source of the investment was not connected to a country subject to U.S. sanctions, so he
questioned Betanabhatla about the Ramas fund’s limited partner.  In response, Betanabhatla told
Company 1’s CEO that the limited partner was the sovereign wealth fund of a U.S. ally, which
satisfied the CEO’s concern.
25. In July 2021, Consultant 1, with Betanabhatla’s authorization, signed a term sheet
with Company 1 contemplating a $50 million investment by Ramas in Company 1’s private
placement.
26. The private placement had two components, a primary offering (which was to
close within 30 days of the signing of the term sheet) and a secondary offering to take place after
the close of the primary.  In August 2021, the allocations among the investors in Company 1’s

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primary and secondary offerings were determined, with a Ramas allocation of $38.5 million in
the primary and $11.5 million in the secondary.
27. On August 9, 2021, Betanabhatla executed a subscription agreement on behalf of
Ramas Energy Capital II, L.P. (the “Ramas II Fund”) agreeing to purchase $38.5 million worth
of Company 1’s stock in the primary offering, which represented 75 percent of the capital
committed by investors in the primary offering.  Although the Ramas II Fund was an entity
formed in Delaware, it never did any business and never raised any money.  Furthermore, the
$38.5 million was to be paid to Company 1 immediately, and neither Ramas, nor any fund
managed by Ramas, had the money.
28. Later that day, Betanabhatla emailed Company 1’s counsel falsely stating that he
had an appointment at his bank that day to initiate the wire transfers for the investment.
Betanabhatla never had such an appointment and never initiated the wire transfers.  Instead, over
the next three weeks, Betanabhatla emailed Company 1’s CEO and its counsel a variety of false
excuses as to why Company 1 had not received the $38.5 million from Ramas, including that the
compliance team at the bank where the Ramas II Fund maintained its bank account was
performing anti-money laundering steps before the bank would release the money.  In addition,
Betanabhatla sent two emails to Company 1’s CEO and its counsel, purportedly from two
different banks, providing wire-transfer confirmation numbers.  In fact, the emails were fake, the
wire transfer confirmation numbers were phony, and Betanabhatla never wired the money to
Company 1.
29. Betanabhatla knew, or was severely reckless in not knowing, that his statements
described in Section C above were untrue and misleading, and that his actions described in
Section C above were fraudulent and deceptive.

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30. In a telephone call in late August 2021, Company 1’s CEO and its counsel
confronted Betanabhatla, who then admitted on the call that there was no money to invest.
Company 1 subsequently cancelled its private placement and returned the money it had received
from other investors.  It later raised money in another private placement, but on less favorable
terms.
D. Betanabhatla’s Confession to Consultant 1
31. Shortly before the telephone call in late August 2021 in which Betanabhatla
admitted to Company 1’s CEO and its counsel that there was no money to invest in Company 1’s
private placement, Betanabhatla spoke with Consultant 1 by telephone and admitted this fact to
Consultant 1.
32. The next day, Betanabhatla drafted and signed a letter addressed to the
Consultants outlining the transactions with SPAC 1, SPAC 2, and Company 1 described above;
acknowledging that Ramas never received any money from the Sovereign Wealth Fund;
confirming that the Consultants did not know this before the previous day; and admitting that
Betanabhatla had made misstatements to Company 1’s representatives.  The letter also
acknowledged that the SPAC 1 and SPAC 2 transactions were in connection with SPACs, and
that “the significant size of the $200mm Ramas PIPE investment in [SPAC 1] . . . was material
to the closing of [SPAC 1’s] overall transaction.”

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CLAIM FOR RELIEF
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
33. The Commission realleges and incorporates by reference paragraphs 1 through
32, as though fully set forth herein.
34. By engaging in the conduct described above, the Defendant, in connection with
the purchase or sale of securities, directly or indirectly, by the use of the means or
instrumentalities of interstate commerce, or of the mails, or of the facilities of a national
securities exchange, with scienter:
(a) employed devices, schemes, or artifices to defraud;
(b) made untrue statements of material fact or omitted to state material facts
necessary in order to make the statements made, in the light of the circumstances
under which they were made, not misleading; and/or
(c) engaged in acts, practices, or courses of business which operated or would operate
as a fraud or deceit upon other persons, including purchasers and sellers of
securities.
35. By engaging in the foregoing conduct, the Defendant violated, and unless
restrained and enjoined will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. §
78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
PRAYER FOR RELIEF
WHEREFORE, the Commission respectfully requests that this Court enter a judgment:
I.
Finding that the Defendant committed the violations alleged herein;

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II.
Permanently enjoining the Defendant from directly or indirectly violating Section 10(b)
of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5];
III.
Ordering the Defendant to pay civil penalties pursuant to Section 21(d)(3) of the
Exchange Act [15 U.S.C. § 78u(d)(3)];
IV.
Barring the Defendant, pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C.
§ 78u(d)(2)], from acting as an officer or director of any issuer that has a class of securities
registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is required to file
reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)];
V.
Retaining jurisdiction of this action in accordance with the principles of equity and the
Federal Rules of Civil Procedure in order to implement and carry out the terms of all orders and
decrees that may be entered, or to entertain any suitable application or motion for additional
relief within the jurisdiction of this Court; and
VI.
Granting such other and further relief as this Court may deem just, equitable, and
necessary.

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JURY DEMAND
Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the Commission hereby
requests a trial by jury and that the trial of this matter take place in Omaha, Nebraska.
Dated:  May 22, 2024
Respectfully submitted,

s/ Robert J. Durham
New York Bar Number 2973022
Attorney for Plaintiff
Securities and Exchange Commission
44 Montgomery Street, Suite 2800
San Francisco, California 94104-4802
Telephone:  415-705-2445
Facsimile:  415-705-2501
Email:  [email protected]

Civil Action No. 
 
SECURITIES AND EXCHANGE COMMISSSION, 
 

Plaintiff 
v. 
 
GANESH H. BETANABHATLA, 
 
 Defendant 
 

 

COMPLAINT AND JURY DEMAND 

Plaintiff Securities and Exchange Commission (the “Commission”) alleges: 

SUMMARY OF THE ACTION 

1. Defendant Ganesh H. Betanabhatla (“Betanabhatla” or “Defendant”), a private-

fund manager, defrauded three issuers whose securities he committed to purchase in private 

securities offerings on behalf of investment funds he managed.  Between March 2021 and 

August 2021, Betanabhatla signed subscription agreements to purchase a total of $263.5 million 

in stock in three private securities offerings.  At the time, none of the investment funds 

Betanabhatla managed, nor the management firm he ran, Ramas Capital Management, LLC 

(“Ramas”), had the money to invest.  Two of the securities offerings were private investment in 

public equity, or PIPE, offerings in connection with business combinations undertaken by two 

publicly traded special purpose acquisition companies, or SPACs.  A SPAC is a publicly traded 

company formed to raise funds in an initial public offering and then acquire an operating 

company through a business combination financed, in part, by the money it raised from 

investors. 

IN THE UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF NEBRASKA 

 
 

 

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2. Moreover, Betanabhatla had no reasonable basis to believe that he would be able 

to raise the hundreds of millions of dollars he agreed to invest by the time the investment 

commitments became due.  The funds he managed through Ramas had not raised any money 

since late 2019, and in the year preceding Betanabhatla’s signing of the subscription agreements 

agreeing to purchase the stock, Ramas and the funds it managed had no more than $204,000 in 

their bank accounts at any point.  This combined balance dropped to $11 by the time 

Betanabhatla signed the first subscription agreement.   

3. Ultimately, none of the investments were funded, and the issuers were left to 

attempt to fill the gap in funding they had been anticipating, which in one case left the company 

raising capital without 60 percent of the money committed to the transaction.   

4. To hide the fact that there was no money to invest, Betanabhatla falsified key 

documents and emails that he provided to the issuers and lied to at least one of the issuers about 

having $500 million on hand to invest.   

5. By his actions, Betanabhatla violated the antifraud provisions of the federal 

securities laws.  Specifically, Betanabhatla violated Section 10(b) of the Securities Exchange Act 

of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. 

§ 240.10b-5]. 

6. The Commission requests, among other things, that the Court: (i) permanently 

enjoin Betanabhatla from further violating the federal securities laws as alleged in this 

complaint; (ii) prohibit Betanabhatla from acting as an officer or director of a publicly traded 

company; and (iii) order Betanabhatla to pay civil monetary penalties.  

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JURISDICTION AND VENUE 

7. The Commission brings this action pursuant to Sections 21(d), 21(e), and 27 of 

the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa].   

8. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e), and 

27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa]. 

9. Defendant, directly or indirectly, made use of the means and instruments of 

interstate commerce or of the mails in connection with the acts, transactions, practices, and 

courses of business alleged in this complaint.  

10. Venue is proper in this District pursuant to Section 27(a) of the Exchange Act [15 

U.S.C. § 78aa(a)] because the Defendant resides in this District.   

DEFENDANT 

11. Ganesh H. Betanabhatla, 39 years old, resides in Omaha, Nebraska.  

Betanabhatla was the founder of Ramas, a now-defunct firm that managed three private equity 

funds until it ceased business in 2021.  From at least 2016 to 2021, Betanabhatla was managing 

partner and chief investment officer of Ramas.  Betanabhatla has worked in finance at 

investment banks and private equity firms since 2006.  Betanabhatla was a defendant in a prior 

Commission enforcement action, SEC v. Ramas Cap. Mgmt, LLC and Ganesh H. Betanabhatla, 

No. 4:22-cv-02979 (S.D. Tex. filed Sept. 1, 2022). 

OTHER RELEVANT ENTITY 

12. Ramas Capital Management, LLC, was a Delaware limited liability company 

formed by Betanabhatla in 2012 as Oilchem, LLC, which changed its name to Ramas Capital 

Management, LLC in 2016.  It was declared forfeited by the Delaware Secretary of State in May 

2021.  Betanabhatla, who was Ramas’s founder, managing partner, and chief investment officer, 

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controlled Ramas.  Ramas’s principal place of business was Betanabhatla’s former residence in 

Houston, Texas.  At the time of the events described herein, Ramas had no employees, but 

engaged two consultants, Consultant 1 and Consultant 2 (together, the “Consultants”), to assist 

with sourcing and performing diligence on potential investment opportunities.   

FACTUAL ALLEGATIONS 

A. The First Securities Offering 

13. In March 2021, a publicly traded SPAC (“SPAC 1”) announced that it had entered 

into an agreement to engage in a business combination with a privately held operating company 

(“Target”).  SPAC 1 also announced that it had received commitments from institutional 

investors to invest more than $330 million in a PIPE offering set to close concurrent with the 

closing of the business combination if approved by SPAC 1’s shareholders.  The PIPE funding 

would provide the surviving company with money to fund its capital-intensive operations after 

the business combination.  A PIPE offering can reduce risk and protect a SPAC’s investors by 

guaranteeing that capital is available to the surviving company after a business combination. 

14. Ahead of the announcement, Consultant 1 introduced Betanabhatla to an officer 

of Target, and Betanabhatla expressed an interest in making a sizeable investment in SPAC 1’s 

PIPE on behalf of a Ramas-managed fund.  However, one of SPAC 1’s financial advisers 

expressed concern about Ramas’s ability to fund a large investment, given that the adviser had 

not heard of Ramas.  In response, Betanabhatla emailed representatives of SPAC 1 and Target a 

supposed term sheet between Ramas Energy Opportunities I, L.P. (the “Ramas Energy 

Opportunities Fund”), an investment fund purportedly managed by Ramas, and a certain  

sovereign wealth fund (the “Sovereign Wealth Fund”), contemplating an investment in the 

Ramas Energy Opportunities Fund and bearing the supposed signature of the Sovereign Wealth 

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Fund’s then-CEO.  Despite language in the term sheet that the Ramas Energy Opportunities 

Fund “was established as an investment vehicle for the purpose of” making certain investments, 

it had never actually been formed. 

15.   Consultant 1 followed up with an email to SPAC 1 and Target, on which 

Betanabhatla was copied, representing that the Ramas Energy Opportunities Fund’s major 

limited partner (i.e., the Sovereign Wealth Fund) had agreed to invest $1.5 billion in the Ramas 

Energy Opportunities Fund and had already funded the first of three $500 million tranches to be 

deployed at Ramas’s discretion, which Betanabhatla had previously told Consultant 1.  In the 

email, Consultant 1 added “[h]opefully this alleviates any concern with regards to the ‘ability to 

fund’ the Ramas desired investment level” in SPAC 1’s PIPE offering. 

16. In truth, the Sovereign Wealth Fund never contemplated an investment in a 

Ramas fund and never did business with Ramas or any of its funds.  The purported term sheet 

between the Ramas Energy Opportunities Fund and the Sovereign Wealth Fund, which 

Betanabhatla drafted, was fake and the signature of the Sovereign Wealth Fund’s CEO on the 

document was forged.  Additionally, at the time, Ramas did not have $500 million to invest, 

which Betanabhatla knew.  Nevertheless, Betanabhatla falsely told Consultant 1 that Ramas had 

the $500 million available, and failed to correct the consultant when the consultant passed the 

false information on to SPAC 1 and Target in his email.  

17. Shortly thereafter, Betanabhatla signed a subscription agreement “irrevocably 

subscrib[ing] for and agree[ing] to purchase” $200 million worth of shares in SPAC 1’s PIPE 

offering on behalf of the Ramas Energy Opportunities Fund, representing 60 percent of the 

capital committed by all investors in the PIPE offering.  At the time, neither Ramas nor any fund 

that it managed had $200 million to invest.  According to Betanabhatla, he believed that he could 

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6 

secure an investment from the Sovereign Wealth Fund to fund the $200 million commitment.  

However, Betanabhatla had no reasonable basis to believe this, as he had never had contact with 

anyone at the Sovereign Wealth Fund, let alone a commitment from the Sovereign Wealth Fund 

to invest in a Ramas fund.  

18. When funding for the Ramas Energy Opportunities Fund’s $200 million 

investment in SPAC 1’s PIPE offering came due several months later, the fund failed to fulfill its 

commitment.  As a result, the surviving company of the business combination between SPAC 1 

and Target was left with significantly less funding than it had been expecting, causing it to scale 

back growth plans. 

19. Betanabhatla knew, or was severely reckless in not knowing, that his statements 

described in Section A above were untrue and misleading, and that his actions described in 

Section A above were fraudulent and deceptive.  

B. The Second Securities Offering 

20. In April 2021, a different SPAC (“SPAC 2”) announced that it had entered into 

two business combination agreements and that it had commitments from certain investors to 

invest $300 million in a PIPE offering set to close concurrent with the closing of the business 

combinations.   

21. Ahead of SPAC 2’s announcement, Betanabhatla signed a subscription agreement 

on behalf of the Ramas Energy Opportunities Fund “irrevocably subscrib[ing] for and agree[ing] 

to purchase” $25 million worth of SPAC 2’s stock in the PIPE offering.  At the time, neither 

Ramas, nor any fund managed by Ramas, had $25 million to invest, and Betanabhatla had no 

reasonable basis to believe that he could raise the money by the time it was due.  Although 

Betanabhatla claims to have believed that he could obtain the money from the Sovereign Wealth 

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7 

Fund, he had no reasonable basis to support this purported belief.  As described above, 

Betanabhatla had never had contact with anyone at the Sovereign Wealth Fund and had not 

obtained a commitment from the Sovereign Wealth Fund to invest in a Ramas fund. 

22. Several months later, when the $25 million became due, the Ramas Energy 

Opportunities Fund defaulted on its commitment.   

23. Betanabhatla knew, or was severely reckless in not knowing, that his statements 

described in Section B above were misleading. 

C. The Third Securities Offering 

24. In May 2021, a privately held technology company (“Company 1”) was seeking 

to raise money in a private placement.  Through an acquaintance of Consultant 1, Betanabhatla 

was introduced to Company 1’s CEO and expressed an interest in investing in Company 1’s 

private placement on behalf of a Ramas-managed fund.  Company 1’s CEO wanted to ensure 

that the source of the investment was not connected to a country subject to U.S. sanctions, so he 

questioned Betanabhatla about the Ramas fund’s limited partner.  In response, Betanabhatla told 

Company 1’s CEO that the limited partner was the sovereign wealth fund of a U.S. ally, which 

satisfied the CEO’s concern.     

25. In July 2021, Consultant 1, with Betanabhatla’s authorization, signed a term sheet 

with Company 1 contemplating a $50 million investment by Ramas in Company 1’s private 

placement.   

26. The private placement had two components, a primary offering (which was to 

close within 30 days of the signing of the term sheet) and a secondary offering to take place after 

the close of the primary.  In August 2021, the allocations among the investors in Company 1’s 

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8 

primary and secondary offerings were determined, with a Ramas allocation of $38.5 million in 

the primary and $11.5 million in the secondary.  

27. On August 9, 2021, Betanabhatla executed a subscription agreement on behalf of 

Ramas Energy Capital II, L.P. (the “Ramas II Fund”) agreeing to purchase $38.5 million worth 

of Company 1’s stock in the primary offering, which represented 75 percent of the capital 

committed by investors in the primary offering.  Although the Ramas II Fund was an entity 

formed in Delaware, it never did any business and never raised any money.  Furthermore, the 

$38.5 million was to be paid to Company 1 immediately, and neither Ramas, nor any fund 

managed by Ramas, had the money. 

28. Later that day, Betanabhatla emailed Company 1’s counsel falsely stating that he 

had an appointment at his bank that day to initiate the wire transfers for the investment.  

Betanabhatla never had such an appointment and never initiated the wire transfers.  Instead, over 

the next three weeks, Betanabhatla emailed Company 1’s CEO and its counsel a variety of false 

excuses as to why Company 1 had not received the $38.5 million from Ramas, including that the 

compliance team at the bank where the Ramas II Fund maintained its bank account was 

performing anti-money laundering steps before the bank would release the money.  In addition, 

Betanabhatla sent two emails to Company 1’s CEO and its counsel, purportedly from two 

different banks, providing wire-transfer confirmation numbers.  In fact, the emails were fake, the 

wire transfer confirmation numbers were phony, and Betanabhatla never wired the money to 

Company 1.   

29. Betanabhatla knew, or was severely reckless in not knowing, that his statements 

described in Section C above were untrue and misleading, and that his actions described in 

Section C above were fraudulent and deceptive. 

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9 

30. In a telephone call in late August 2021, Company 1’s CEO and its counsel 

confronted Betanabhatla, who then admitted on the call that there was no money to invest.  

Company 1 subsequently cancelled its private placement and returned the money it had received 

from other investors.  It later raised money in another private placement, but on less favorable 

terms. 

D. Betanabhatla’s Confession to Consultant 1 

31. Shortly before the telephone call in late August 2021 in which Betanabhatla 

admitted to Company 1’s CEO and its counsel that there was no money to invest in Company 1’s 

private placement, Betanabhatla spoke with Consultant 1 by telephone and admitted this fact to 

Consultant 1. 

32. The next day, Betanabhatla drafted and signed a letter addressed to the 

Consultants outlining the transactions with SPAC 1, SPAC 2, and Company 1 described above; 

acknowledging that Ramas never received any money from the Sovereign Wealth Fund; 

confirming that the Consultants did not know this before the previous day; and admitting that 

Betanabhatla had made misstatements to Company 1’s representatives.  The letter also 

acknowledged that the SPAC 1 and SPAC 2 transactions were in connection with SPACs, and 

that “the significant size of the $200mm Ramas PIPE investment in [SPAC 1] . . . was material 

to the closing of [SPAC 1’s] overall transaction.”   

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10 

CLAIM FOR RELIEF 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder 

33. The Commission realleges and incorporates by reference paragraphs 1 through 

32, as though fully set forth herein. 

34. By engaging in the conduct described above, the Defendant, in connection with 

the purchase or sale of securities, directly or indirectly, by the use of the means or 

instrumentalities of interstate commerce, or of the mails, or of the facilities of a national 

securities exchange, with scienter: 

(a) employed devices, schemes, or artifices to defraud; 

(b) made untrue statements of material fact or omitted to state material facts 

necessary in order to make the statements made, in the light of the circumstances 

under which they were made, not misleading; and/or 

(c) engaged in acts, practices, or courses of business which operated or would operate 

as a fraud or deceit upon other persons, including purchasers and sellers of 

securities.  

35. By engaging in the foregoing conduct, the Defendant violated, and unless 

restrained and enjoined will continue to violate, Section 10(b) of the Exchange Act [15 U.S.C. § 

78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that this Court enter a judgment: 

I. 

Finding that the Defendant committed the violations alleged herein; 

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11 

II. 

Permanently enjoining the Defendant from directly or indirectly violating Section 10(b) 

of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]; 

III. 

Ordering the Defendant to pay civil penalties pursuant to Section 21(d)(3) of the 

Exchange Act [15 U.S.C. § 78u(d)(3)]; 

IV. 

Barring the Defendant, pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. 

§ 78u(d)(2)], from acting as an officer or director of any issuer that has a class of securities 

registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or that is required to file 

reports pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)]; 

V. 

Retaining jurisdiction of this action in accordance with the principles of equity and the 

Federal Rules of Civil Procedure in order to implement and carry out the terms of all orders and 

decrees that may be entered, or to entertain any suitable application or motion for additional 

relief within the jurisdiction of this Court; and 

VI. 

Granting such other and further relief as this Court may deem just, equitable, and 

necessary. 

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12 

JURY DEMAND 

Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the Commission hereby 

requests a trial by jury and that the trial of this matter take place in Omaha, Nebraska. 

Dated: May 22, 2024 

Respectfully submitted, 
  
s/ Robert J. Durham 
New York Bar Number 2973022 
Attorney for Plaintiff 
Securities and Exchange Commission 
44 Montgomery Street, Suite 2800 
San Francisco, California 94104-4802 
Telephone:  415-705-2445 
Facsimile:  415-705-2501 
Email:  [email protected] 

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	COMPLAINT AND JURY DEMAND
	SUMMARY OF THE ACTION
	DEFENDANT
	FACTUAL ALLEGATIONS
	A. The First Securities Offering
	B. The Second Securities Offering
	C. The Third Securities Offering
	D. Betanabhatla’s Confession to Consultant 1

	CLAIM FOR RELIEF