SEC v. WILSON J. RONDINI, III; FALCON CAPITAL LLP; and FALCON CAPITAL PARTNERS LIMITED, No. 9:23-cv-81285, Southern District of Florida (Sept. 18, 2023) — Complaint

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA

CASE NO.  9:23-cv-81285

___________________________________________
)
SECURITIES AND EXCHANGE COMMISSION,    )
)
Plaintiff,   )
)
v.      )
)
WILSON J. RONDINI, III,       ) JURY TRIAL DEMANDED
FALCON CAPITAL LLP, and   )
FALCON CAPITAL PARTNERS LIMITED, )
       )
   Defendants.       )
       )
___________________________________________ )

COMPLAINT
Plaintiff Securities and Exchange Commission (“the Commission”) alleges the
following against defendants Wilson J. Rondini, III (“Rondini”), Falcon Capital LLP (“Falcon
LLP”), and Falcon Capital Partners Limited (“Falcon Limited”):
INTRODUCTION
1. From at least 2018 through the end of 2022, Defendants Rondini, Falcon LLP,
and Falcon Limited acted as brokers and dealers, engaged in the business of both effecting
transactions in securities for the accounts of others and buying and selling securities for their
own accounts.  During that time, Defendants raised tens of millions of dollars on behalf of over
a dozen companies that issued stock (commonly referred to as “issuers”) and bought and sold
millions of dollars’ worth of securities for their own accounts.  Yet, at no time during the
relevant period did Rondini, Falcon LLP, or Falcon Limited register as a broker-dealer with the
Commission or associate with a broker-dealer registered with the Commission.

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2. Rondini, Falcon LLP, and Falcon Limited all engaged in the business of
effecting transactions in securities for the accounts of others, thereby acting as brokers.  Falcon
LLP and Falcon Limited entered into agreements with over a dozen issuers or their
underwriters, agreeing to solicit investors to purchase the issuers’ securities.  In exchange for
their efforts, Defendants received commission-based compensation in the form of cash and
stock warrants (a financial instrument that gives the holder the right to buy or sell a specific
number of shares of a company’s stock).  After executing an agreement with a given issuer,
Rondini sent mass emails to a roster of prospective investors, touting the issuer’s stock and
encouraging recipients to buy the stock.  Rondini also engaged in one-on-one communications
with prospective investors via email or WhatsApp, soliciting the investor and providing advice
on the merits of buying a particular company’s stock.  In addition, both Falcon LLP and Falcon
Limited retained a network of approximately 60 subcontracted salespeople that solicited
investors to buy stock in certain companies in exchange for commissions based on the amount
of money the salesperson was able to raise.  From 2018 through 2022, Defendants’ broker
activity included sales to U.S. investors and, during parts of this time period, Rondini physically
operated his business from the United States, engaging in sales to both U.S. and foreign
investors.  By engaging in this brokerage activity without being registered with the Commission
as a broker-dealer or associating with a registered broker-dealer, Defendants broke the law.
3. In addition to acting as brokers, Rondini, Falcon LLP, and Falcon Limited also
acted as dealers, engaging in the business of buying and selling securities for their own
accounts.  Rondini routinely engaged in what he called “private transactions,” dealing in the
securities of some of the issuers before they had conducted an Initial Public Offering (“IPO”) of
their stock to the investing public, and with whom the Falcon entities had executed agreements.
Signing on behalf of different Falcon entities, Rondini executed stock purchase agreements with

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pre-IPO shareholders who wanted to sell their stock, buying those shareholders’ stock at one
price and then selling those shares to interested investors at a mark-up.  Rondini’s emails
effecting these “private transactions” include correspondence sent in his capacity as managing
partner of Falcon LLP, and, in dealings with his escrow agent, Rondini assigned proceeds from
these “private transactions” to both Falcon LLP and Falcon Limited.  Defendants engaged in
private transactions occurring during the time period Rondini was physically operating his
business from the United States.  By engaging in this dealer activity without being registered
with the Commission as a broker-dealer or associating with a registered broker-dealer,
Defendants broke the law.
4. Rondini, Falcon LLP, and Falcon Limited violated Section 15(a)(1) of the
Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78o(a)(1)].  Rondini is also
liable under Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)] as a control person with
respect to the violation of Section 15(a)(1) by Falcon LLP and Falcon Limited.  The
Commission seeks injunctive relief against Defendants, disgorgement of ill-gotten gains,
prejudgment interest on disgorgement, civil penalties, and an order preventing Defendants from
engaging in transactions in penny stocks.
DEFENDANTS
5. Wilson J. Rondini, III, age 60, is a resident of Palm Beach, Florida.  Rondini is
the managing partner of Falcon LLP and indirectly owns the entirety of Falcon Limited.  In the
1980s and 1990s, Rondini was previously associated with registered broker-dealers, but he has
not been associated with a registered broker-dealer since founding Falcon Capital in the late
1990s.
6. Falcon Capital LLP was a limited liability partnership organized under the laws
of the United Kingdom.  It was previously registered with the United Kingdom’s Financial

4
Conduct Authority, but it canceled its registration as of January 4, 2023.  Falcon LLP has never
been registered as a broker-dealer with the Commission.  Rondini holds a 59% membership
share of Falcon LLP.  As of July 11, 2023, Falcon LLP has been dissolved.
7. Falcon Limited is a corporation organized under the laws of Hong Kong, Special
Administrative Region (S.A.R.), China.  Upon information and belief, Falcon Limited is not
licensed with the Hong Kong Securities and Futures Commission.  Falcon Limited has never
been registered as a broker-dealer with the Commission.  Falcon Limited is owned 100% by
Falcon Capital Partners Private Foundation, a private foundation registered in Curaçao, which,
in turn, is 100% owned by Rondini.
JURISDICTION AND VENUE
8. This Court has subject-matter 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), 78aa].
9. This Court has general personal jurisdiction over Rondini because he resides in
the United States.  In addition, this Court has specific personal jurisdiction over Rondini, Falcon
LLP, and Falcon Limited because each defendant had sufficient minimum contacts with the
United States in pursuing their conduct as unregistered broker-dealers.  Rondini began
operating Falcon LLP and Falcon Limited from the United States beginning in late 2020.  In
addition, both prior to and during the period Rondini was operating Falcon LLP and Falcon
Limited from the United States, Falcon LLP and Falcon Limited contracted with issuers based
in the United States, often with Rondini signing the agreement on behalf of the Falcon entity.
Payments Falcon LLP and Falcon Limited handled in connection with their unregistered
broker-dealer activity—including but not limited to compensation received from issuers,
commissions paid to subcontracted salespeople, and payments related to the purchase and sale
of securities in the “private transactions” involving pre-IPO shares—were processed through an

5
escrow account Rondini maintained at First Horizon Bank in Tennessee.  Acting pursuant to
agreements Falcon LLP and Falcon Limited executed with issuers, Rondini solicited U.S.
investors.  In addition, even before he began operating Falcon LLP and Falcon Limited from the
United States in the fall of 2020, Rondini conducted a substantial amount of business on behalf
of Falcon LLP and Falcon Limited from the United States, hosting a Falcon Capital conference
in Las Vegas in June 2019 and frequently conducting his broker and dealer activities while
traveling in the United States.
10. Venue lies in this District pursuant to Section 27 of the Exchange Act [15 U.S.C.
§ 78aa] because Rondini resides in this District and has transacted business here.
11. In connection with the conduct alleged in this Complaint, Rondini, Falcon LLP,
and Falcon Limited, directly and indirectly, singly or in concert with others, made use of the
means or instruments of transportation or communication in interstate commerce and of the
mails.  As detailed below, the conduct alleged in this Complaint involved deliberate or reckless
disregard of regulatory requirements.
FACTUAL ALLEGATIONS
I. Falcon LLP and Falcon Limited Agreed to Solicit Investors
12. Falcon LLP and Falcon Limited entered into contracts with over a dozen issuers
or their underwriters (an underwriter is a person who acts as a link in a chain of transactions
through which stock moves from an issuer to the public), agreeing to solicit investors to
purchase securities in exchange for commission-based compensation.  In nearly all cases,
Rondini was the signatory for the Falcon Capital entity that was party to these agreements.  The
agreements concerned both issuers raising financing prior to an IPO, as well as issuers pursuing
an IPO.

6
13. With respect to pre-IPO financing, one of the Falcon entities would agree to
identify investors willing to purchase stock in a private placement of the issuer’s shares.  In
exchange, the issuer agreed to pay the Falcon entity a cash fee equal to a percentage of the total
amount the Falcon entity raised from investors, i.e. 10% of the gross proceeds the issuer
received from investors who purchased through Falcon entity solicitations (“Falcon investors”).
In addition, several agreements provided that the issuer would provide additional compensation
in the form of warrants to purchase a percentage of the total shares sold to Falcon investors.
14. For issuers preparing for an IPO, one of the Falcon entities would enter into
agreements with the issuer’s underwriter, agreeing to sell an allocation of shares to investors in
exchange for commissions.  For example, in one agreement, Falcon LLP agreed to accept
compensation of 71.43% of the total cash commission and warrants received by the underwriter
for shares the underwriter sold to investors Falcon LLP had referred.  In another agreement,
Falcon LLP agreed to a cash fee of 4.5% of the gross sales price of securities Falcon LLP
investors purchased.
15. The issuers with whom Falcon LLP or Falcon Limited contracted included,
among others, the following companies: BeatClub, Boxlight Corporation, CNS
Pharmaceuticals, Inc., Esports Technologies, Inc., Impossible Kicks, Moleculin Biotech, Inc.,
My Job Matcher, Inc. (a/k/a Job.com), Quantum Computing Inc., Soliton, Inc., Sondors, Inc.,
StereoVision Imaging, TuneGO, Inc., Volcon, Inc., Weyland Tech (n/k/a Logiq, Inc.), and
World View Enterprises.  Each of these companies is based in the United States.
16. Fees paid pursuant to the agreements Falcon LLP and Falcon Limited executed
with issuers were frequently wired through an escrow account managed by Falcon Capital LLC,
a limited liability company based in Tennessee that Rondini used as his escrow agent.  The
escrow account Falcon Capital LLC maintained was at First Horizon Bank in Tennessee.

7
II. Rondini, Falcon LLP, and Falcon Limited Solicited Investors
17. After executing an agreement with either an issuer or its underwriter, Falcon LLP
or Falcon Limited solicited investors to purchase shares.  To attract investors, Rondini sent out
frequent mass emails with a signature block that identified him as the “Managing Partner” of
“Falcon Capital,” drawing no distinction between Falcon LLP or Falcon Limited.  In these mass
emails, which Rondini called “missives,” Rondini touted the merits of a single issuer or
highlighted multiple issuers with whom the Falcon entities had agreements.  By way of
example, in an October 10, 2019 email, Rondini touted the stock of CNS Pharmaceuticals, Inc.,
noting “[a]ll looking very very good on CNS,” and offered recipients a chance to obtain an
allocation of shares in the IPO the following month.  In a May 3, 2020 mass email, Rondini
promoted Moleculin Biotech, Inc.: “The situation at Moleculin is becoming extremely
compelling . . . so much so . . . that we have been sharing the story with our entire Universe
recently versus a more targeted audience.”  In a January 22, 2021 mass email, Rondini touted
TuneGO, Inc., stating “[w]e are of the opinion that we could see an exit in the range of 7x to
10x current levels on a transaction with Big Tech before the bell tolls on 2021.”  Rondini’s
mass emails frequently concluded with a message encouraging a recipient to message Rondini
via WhatsApp or to reach out via email to obtain shares.
18. In addition to sending mass emails, Rondini solicited investors one-on-one via
email and WhatsApp to obtain expressions of interest in purchasing stock and arrange for the
investor to wire funds directly to the issuer or to Rondini’s escrow agent, Falcon Capital LLC.
Rondini also sent out emails to individual investors with electronic links to the documents
investors needed to participate in a stock transaction (commonly referred to as “subscription
documents”).  His emails to individual investors frequently included messages touting the
companies he was promoting or encouraging investors to pay attention to upcoming news the

8
companies would be releasing.  Rondini also provided investors with advice on what to
purchase.  For example, in a May 30, 2018 email, Rondini told an investor: “The strategy that
we use with these pre-IPO’s with the A1/S1’s filed is to buy an equal amount on the IPO . . .
sell the spike and then hold the pre-IPO for the bigger moves . . . leaking it out at 90 day
intervals.”  In another instance, on March 15, 2021, Rondini told a U.S.-based investor: “Sell
some SOLY . . . not all.”  Rondini’s emails were always from the domain name “@falcon-
capital.com” and often included the Falcon Capital signature block.
19. Rondini, operating through Falcon LLP and Falcon Limited, also employed a
network of at least 60 subcontracted salespeople to solicit investors to purchase stock in issuers.
These subcontracted salespeople entered into “Consultancy Services Agreements” with Falcon
Limited and Falcon LLP in which the salesperson agreed to contact investors and attempt to
raise funds by selling them stock in certain issuers in exchange for a fee.  These subcontracted
salespeople were paid on commission, often receiving 5% of the amount the salesperson was
able to raise from investors.  Rondini frequently paid these commissions to his salespeople
through the Falcon Capital LLC escrow account in Tennessee, ordering his escrow agent to
wire the payment.  Depending on which issuer’s securities were being sold, Rondini ordered his
escrow agent to attribute the commission payment to Falcon LLP or Falcon Limited.  After
paying commissions to the salespeople, Rondini would frequently instruct the escrow agent to
transfer remaining funds to Rondini’s personal bank accounts.  Rondini also sent emails to
issuers requesting that stock warrants due under consultancy agreements be allocated to the
salespeople and Rondini himself.
III. Defendants Solicited U.S. Investors and Conducted Business in the United States
20. In connection with agreements Falcon LLP and Falcon Limited executed with
issuers, Falcon LLP and Falcon Limited solicited investors domiciled in the United States to

9
purchase stock in various issuers.  Rondini communicated directly with multiple U.S. investors
to tout different issuers, give advice on the merits of a transaction, and facilitate U.S. investors’
purchase of securities.  On at least one occasion, Rondini assisted a U.S. investor in making an
investment with an issuer notwithstanding the issuer’s agreement with Falcon Limited
prohibiting Falcon Limited from soliciting investors in the United States.  Rondini counseled
the investor, who maintained residences in North Carolina and Malaysia, to use his Malaysia
address, telling the investor that the issuer “may not accept US investors” and that use of the
Malaysia addressed was “just for pre ipo.  You can still deposit in your normal brokerage acct.”
21. Beginning in late 2020, Rondini began physically operating his business from the
United States.
22. Even prior to the time when Rondini began operating his business from the
United States, Rondini conducted extensive business in the United States on behalf of Falcon
LLP and Falcon Limited.  By way of example, in a February 19, 2019 email to Falcon investors
in Soliton, Inc., Rondini stated “we have been fielding queries on delivery starting at 7 am.
Monday (Far East time) through a few minutes ago . . . we have been explaining the mechanics
from hotel lobby’s today to row six on an American Airlines flight from Charlotte to Palm
Beach to the car from the airport upon arrival . . . we are always accessible.”  In June 2019,
Rondini held an event for Falcon investors in Las Vegas, Nevada.  Falcon investors gathered
and heard presentations, including one from the CEO of CNS Pharmaceuticals, Inc. and one
from the CEO of StereoVision Imaging.
IV. Defendants’ Unregistered Dealer Activity
23. In addition to acting as unregistered brokers, Defendants also acted as
unregistered dealers.  Defendants engaged in what Rondini described as “private transactions.”
In these transactions, Rondini, signing agreements on behalf of different Falcon entities

10
including “Falcon Capital” and “Falcon Equity Partners,” purchased pre-IPO shares from
shareholders who wanted to sell their stock.  After taking these securities on the books of the
Falcon entity signing the agreement, Rondini then contracted with interested buyers to sell them
the shares, charging them a higher price than the price at which the Falcon entity had acquired
the shares.  The period of time during which the shares were held in a Falcon entity’s inventory
varied from a time as short as one day to a time as long as several months.
24. Defendants used these “private transactions” as an additional means to generate
revenue.  Rondini described a “private transaction” in June 2019 involving pre-IPO shares of
CNS Pharmaceuticals, Inc. in an email to his partner in Falcon LLP, noting that the entity had
acquired a total of 79,167 shares of CNS from two stockholders and would be selling them to
five other investors: “We bought the shares at $1.60 . . . We put them out at $2.00 . . . . We are
taking the spread as a fee . . . $31,667.”
25. Several of these “private transactions” involved U.S. investors.  By way of
example, on October 1, 2021, a Texas resident purchased 20,000 pre-IPO shares of TuneGO,
Inc. at $1.10 per share from Falcon Equity Partners a now-defunct UK-based entity Rondini
controlled.  Falcon Equity Partners had acquired the shares from another investor the previous
day, September 30, 2021, at $0.90 per share.  On October 19, 2021, a Florida resident
purchased 18,519 pre-IPO shares of TuneGO, Inc. at $1.35 per share from Falcon Equity
Partners.  Similarly, on October 19, 2021, a North Carolina resident purchased 18,519 pre-IPO
shares of TuneGo, Inc. at $1.35 per share from Falcon Equity Partners.  Falcon Equity Partners
had acquired the shares sold to these last two purchasers from a prior investor at a price of
either $0.88 per share or $0.90 per share.
26. Rondini sent email correspondence concerning these private transactions in his
capacity as managing partner of Falcon UK.  In addition, in dealings with his escrow agent,

11
Rondini assigned proceeds from these “private transactions” to both Falcon LLP and Falcon
Limited.
CLAIM FOR RELIEF
COUNT ONE
Violation of Section 15(a)(1) of the Exchange Act – Broker Registration
27. The Commission repeats and incorporates by reference the allegations in
paragraphs 1-26, above.
28. From at least 2018 through the end of 2022, Rondini, Falcon LLP, and Falcon
Limited engaged in the business of effecting transactions in securities for the accounts of others
and, directly or indirectly, by the use of the mails or any means or instrumentality of interstate
commerce, effected transactions in, or induced or attempted to induce the purchase or sale of,
securities, while they were not registered with the Commission as a broker and not associated
with an entity registered with the Commission as a broker.
29. The broker transactions at issue included sales to U.S. investors within the last
five years.  In addition, the broker transactions at issue involved sales of securities to both U.S.
and non-U.S. investors completed after Rondini began to physically operate his business,
including the business of Falcon LLP and Falcon Limited, from the United States.
30. By reason of the foregoing, Rondini, Falcon LLP, and Falcon Limited violated,
and unless enjoined are reasonably likely to continue to violate, Section 15(a)(1) of the
Exchange Act [15 U.S.C. § 78o(a)(1)].
COUNT TWO
Violation of Section 15(a)(1) of the Exchange Act – Dealer Registration
31. The Commission repeats and incorporates by reference the allegations in
paragraphs 1-30, above.

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32. From at least 2018 through the end of 2022, Rondini, Falcon LLP, and Falcon
Limited engaged in the business of buying and selling securities for their own accounts and,
directly or indirectly, by the use of the mails or any means or instrumentality of interstate
commerce, effected transactions in, or induced or attempted to induce the purchase or sale of,
securities, while they were not registered with the Commission as a dealer and not associated
with an entity registered with the Commission as a dealer.
33. The dealer transactions at issue involved sales of securities to both U.S. and non-
U.S. investors completed after Rondini began to physically operate his business, including the
business of Falcon LLP and Falcon Limited, from the United States.
34. By reason of the foregoing, Rondini, Falcon LLP, and Falcon Limited violated,
and unless enjoined are reasonably likely to continue to violate, Section 15(a)(1) of the
Exchange Act [15 U.S.C. § 78o(a)(1)].
COUNT THREE
Control Person Liability Under Section 20(a) of the Exchange Act
35. The Commission repeats and incorporates by reference the allegations in
paragraphs 1-34, above.
36. From at least 2018 through the end of 2022, Rondini had the power to control the
general affairs of both Falcon LLP and Falcon Limited.  He also had the power to control their
corporate policies and activities in effecting transactions in securities for the accounts of others
and engaging in the business of buying and selling securities for their own accounts.  As such,
Rondini was a controlling person of both Falcon LLP and Falcon Limited for the purposes of
Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)].

13
37. As alleged above, Falcon LLP and Falcon Limited engaged in the business of
effecting transactions in securities for the accounts of others, and engaged in the business of
buying and selling securities for their own accounts.
38. As alleged above, while engaged in these businesses, Falcon LLP and Falcon
Limited directly or indirectly, by the use of the mails or any means or instrumentality of
interstate commerce effected transactions in, or induced or attempted to induce the purchase or
sale of, securities, while they were not registered with the Commission as a broker or dealer and
not associated with an entity registered with the Commission as a broker or dealer.  Thus,
Falcon LLP and Falcon Limited violated Section 15(a)(1) of the Exchange Act [15 U.S.C. §
78o(a)(1)].
39. Accordingly, Rondini is liable as a controlling person pursuant to Section 20(a)
of the Exchange Act [15 U.S.C. § 78t(a)] for the violations of Section 15(a)(1) of the Exchange
Act [15 U.S.C. § 78o(a)(1)] committed by Falcon LLP and Falcon Limited.
RELIEF REQUESTED
WHEREFORE, the Commission requests that this Court find Rondini, Falcon LLP, and
Falcon Limited committed the violations alleged, and:
A. Issue a permanent injunction, in a form consistent with Eleventh Circuit
precedent, prohibiting Rondini, Falcon LLP, and Falcon Limited from violating Section 15(a) of
the Exchange Act.
B. Issue a permanent injunction enjoining Rondini, Falcon LLP, and Falcon Limited
from directly or indirectly, including but not limited to, through any entity they own or control,
engaging in any activity for the purpose of inducing or attempting to induce the purchase or sale
of any security, causing any person or entity to engage in any activity for the purpose of
inducing or attempting to induce the purchase or sale of any security, or deriving compensation

14
from any activity engaged in for the purpose of inducing or attempting to induce the purchase or
sale of any security, provided, however, that such injunction shall not prevent Rondini from
purchasing or selling securities listed on a national securities exchange for his own personal
account.
C. Issue an Order directing Rondini, Falcon LLP, and Falcon Limited to disgorge,
on a joint and several basis, all ill-gotten gains or proceeds received as a result of the acts and/or
courses of conduct complained of herein, with prejudgment interest thereon.
D. Issue an Order directing Rondini, Falcon LLP, and Falcon Limited to pay, on a
joint and several basis, a civil money penalty pursuant to Section 21(d) of the Exchange Act.
E. Issue an Order prohibiting Rondini, Falcon LLP, and Falcon Limited from
participating in an offering of penny stock, including engaging in activities with a broker,
dealer, or issuer for purposes of issuing, trading, or inducing or attempting to induce the
purchase or sale of any penny stock.
F. Grant such other and further relief as may be necessary and appropriate.
G. Further, the Commission respectfully requests that the Court retain jurisdiction
over this action in order to implement and carry out the terms of all orders and decrees that it
may enter, or to entertain any suitable application or motion by the Commission for additional
relief within the jurisdiction of this Court.
JURY DEMAND
The Commission demands a jury in this matter for all claims so triable.

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Respectfully submitted,
 SECURITIES AND EXCHANGE COMMISSION
 By its attorneys,

/s/Richard M. Harper II_________________________
Richard M. Harper II (Special Bar ID # A5503112)
Jonathan T. Menitove (Special Bar ID # A5503111)
Jeffrey T. Cook (FL-Bar# 647578)
Alexandra B. Lavin (Special Bar ID # A5503099)
Boston Regional Office
33 Arch Street, 24th Floor
Boston, MA 02110
(617) 573-8979 (Harper)
[email protected]

Dated: September 18, 2023

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 

 
CASE NO.  9:23-cv-81285 

 
___________________________________________ 

) 
SECURITIES AND EXCHANGE COMMISSION, ) 

) 
Plaintiff,   ) 

) 
v.      )  

) 
WILSON J. RONDINI, III,    ) JURY TRIAL DEMANDED 
FALCON CAPITAL LLP, and   ) 
FALCON CAPITAL PARTNERS LIMITED, )  
       ) 
   Defendants.   )  
       ) 
___________________________________________ ) 
 

COMPLAINT 

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

following against defendants Wilson J. Rondini, III (“Rondini”), Falcon Capital LLP (“Falcon 

LLP”), and Falcon Capital Partners Limited (“Falcon Limited”): 

INTRODUCTION 

1. From at least 2018 through the end of 2022, Defendants Rondini, Falcon LLP, 

and Falcon Limited acted as brokers and dealers, engaged in the business of both effecting 

transactions in securities for the accounts of others and buying and selling securities for their 

own accounts.  During that time, Defendants raised tens of millions of dollars on behalf of over 

a dozen companies that issued stock (commonly referred to as “issuers”) and bought and sold 

millions of dollars’ worth of securities for their own accounts.  Yet, at no time during the 

relevant period did Rondini, Falcon LLP, or Falcon Limited register as a broker-dealer with the 

Commission or associate with a broker-dealer registered with the Commission. 

Case 9:23-cv-81285-XXXX   Document 1   Entered on FLSD Docket 09/18/2023   Page 1 of 15



2 

2. Rondini, Falcon LLP, and Falcon Limited all engaged in the business of 

effecting transactions in securities for the accounts of others, thereby acting as brokers.  Falcon 

LLP and Falcon Limited entered into agreements with over a dozen issuers or their 

underwriters, agreeing to solicit investors to purchase the issuers’ securities.  In exchange for 

their efforts, Defendants received commission-based compensation in the form of cash and 

stock warrants (a financial instrument that gives the holder the right to buy or sell a specific 

number of shares of a company’s stock).  After executing an agreement with a given issuer, 

Rondini sent mass emails to a roster of prospective investors, touting the issuer’s stock and 

encouraging recipients to buy the stock.  Rondini also engaged in one-on-one communications 

with prospective investors via email or WhatsApp, soliciting the investor and providing advice 

on the merits of buying a particular company’s stock.  In addition, both Falcon LLP and Falcon 

Limited retained a network of approximately 60 subcontracted salespeople that solicited 

investors to buy stock in certain companies in exchange for commissions based on the amount 

of money the salesperson was able to raise.  From 2018 through 2022, Defendants’ broker 

activity included sales to U.S. investors and, during parts of this time period, Rondini physically 

operated his business from the United States, engaging in sales to both U.S. and foreign 

investors.  By engaging in this brokerage activity without being registered with the Commission 

as a broker-dealer or associating with a registered broker-dealer, Defendants broke the law. 

3. In addition to acting as brokers, Rondini, Falcon LLP, and Falcon Limited also 

acted as dealers, engaging in the business of buying and selling securities for their own 

accounts.  Rondini routinely engaged in what he called “private transactions,” dealing in the 

securities of some of the issuers before they had conducted an Initial Public Offering (“IPO”) of 

their stock to the investing public, and with whom the Falcon entities had executed agreements.  

Signing on behalf of different Falcon entities, Rondini executed stock purchase agreements with 

Case 9:23-cv-81285-XXXX   Document 1   Entered on FLSD Docket 09/18/2023   Page 2 of 15



3 

pre-IPO shareholders who wanted to sell their stock, buying those shareholders’ stock at one 

price and then selling those shares to interested investors at a mark-up.  Rondini’s emails 

effecting these “private transactions” include correspondence sent in his capacity as managing 

partner of Falcon LLP, and, in dealings with his escrow agent, Rondini assigned proceeds from 

these “private transactions” to both Falcon LLP and Falcon Limited.  Defendants engaged in 

private transactions occurring during the time period Rondini was physically operating his 

business from the United States.  By engaging in this dealer activity without being registered 

with the Commission as a broker-dealer or associating with a registered broker-dealer, 

Defendants broke the law. 

4. Rondini, Falcon LLP, and Falcon Limited violated Section 15(a)(1) of the 

Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. § 78o(a)(1)].  Rondini is also 

liable under Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)] as a control person with 

respect to the violation of Section 15(a)(1) by Falcon LLP and Falcon Limited.  The 

Commission seeks injunctive relief against Defendants, disgorgement of ill-gotten gains, 

prejudgment interest on disgorgement, civil penalties, and an order preventing Defendants from 

engaging in transactions in penny stocks. 

DEFENDANTS 

5. Wilson J. Rondini, III, age 60, is a resident of Palm Beach, Florida.  Rondini is 

the managing partner of Falcon LLP and indirectly owns the entirety of Falcon Limited.  In the 

1980s and 1990s, Rondini was previously associated with registered broker-dealers, but he has 

not been associated with a registered broker-dealer since founding Falcon Capital in the late 

1990s. 

6. Falcon Capital LLP was a limited liability partnership organized under the laws 

of the United Kingdom.  It was previously registered with the United Kingdom’s Financial 

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Conduct Authority, but it canceled its registration as of January 4, 2023.  Falcon LLP has never 

been registered as a broker-dealer with the Commission.  Rondini holds a 59% membership 

share of Falcon LLP.  As of July 11, 2023, Falcon LLP has been dissolved. 

7. Falcon Limited is a corporation organized under the laws of Hong Kong, Special 

Administrative Region (S.A.R.), China.  Upon information and belief, Falcon Limited is not 

licensed with the Hong Kong Securities and Futures Commission.  Falcon Limited has never 

been registered as a broker-dealer with the Commission.  Falcon Limited is owned 100% by 

Falcon Capital Partners Private Foundation, a private foundation registered in Curaçao, which, 

in turn, is 100% owned by Rondini. 

JURISDICTION AND VENUE 

8. This Court has subject-matter 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), 78aa]. 

9. This Court has general personal jurisdiction over Rondini because he resides in 

the United States.  In addition, this Court has specific personal jurisdiction over Rondini, Falcon 

LLP, and Falcon Limited because each defendant had sufficient minimum contacts with the 

United States in pursuing their conduct as unregistered broker-dealers.  Rondini began 

operating Falcon LLP and Falcon Limited from the United States beginning in late 2020.  In 

addition, both prior to and during the period Rondini was operating Falcon LLP and Falcon 

Limited from the United States, Falcon LLP and Falcon Limited contracted with issuers based 

in the United States, often with Rondini signing the agreement on behalf of the Falcon entity.  

Payments Falcon LLP and Falcon Limited handled in connection with their unregistered 

broker-dealer activity—including but not limited to compensation received from issuers, 

commissions paid to subcontracted salespeople, and payments related to the purchase and sale 

of securities in the “private transactions” involving pre-IPO shares—were processed through an 

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escrow account Rondini maintained at First Horizon Bank in Tennessee.  Acting pursuant to 

agreements Falcon LLP and Falcon Limited executed with issuers, Rondini solicited U.S. 

investors.  In addition, even before he began operating Falcon LLP and Falcon Limited from the 

United States in the fall of 2020, Rondini conducted a substantial amount of business on behalf 

of Falcon LLP and Falcon Limited from the United States, hosting a Falcon Capital conference 

in Las Vegas in June 2019 and frequently conducting his broker and dealer activities while 

traveling in the United States. 

10. Venue lies in this District pursuant to Section 27 of the Exchange Act [15 U.S.C. 

§ 78aa] because Rondini resides in this District and has transacted business here.  

11. In connection with the conduct alleged in this Complaint, Rondini, Falcon LLP, 

and Falcon Limited, directly and indirectly, singly or in concert with others, made use of the 

means or instruments of transportation or communication in interstate commerce and of the 

mails.  As detailed below, the conduct alleged in this Complaint involved deliberate or reckless 

disregard of regulatory requirements.  

FACTUAL ALLEGATIONS 

I. Falcon LLP and Falcon Limited Agreed to Solicit Investors 

12. Falcon LLP and Falcon Limited entered into contracts with over a dozen issuers 

or their underwriters (an underwriter is a person who acts as a link in a chain of transactions 

through which stock moves from an issuer to the public), agreeing to solicit investors to 

purchase securities in exchange for commission-based compensation.  In nearly all cases, 

Rondini was the signatory for the Falcon Capital entity that was party to these agreements.  The 

agreements concerned both issuers raising financing prior to an IPO, as well as issuers pursuing 

an IPO. 

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13. With respect to pre-IPO financing, one of the Falcon entities would agree to 

identify investors willing to purchase stock in a private placement of the issuer’s shares.  In 

exchange, the issuer agreed to pay the Falcon entity a cash fee equal to a percentage of the total 

amount the Falcon entity raised from investors, i.e. 10% of the gross proceeds the issuer 

received from investors who purchased through Falcon entity solicitations (“Falcon investors”).  

In addition, several agreements provided that the issuer would provide additional compensation 

in the form of warrants to purchase a percentage of the total shares sold to Falcon investors. 

14. For issuers preparing for an IPO, one of the Falcon entities would enter into 

agreements with the issuer’s underwriter, agreeing to sell an allocation of shares to investors in 

exchange for commissions.  For example, in one agreement, Falcon LLP agreed to accept 

compensation of 71.43% of the total cash commission and warrants received by the underwriter 

for shares the underwriter sold to investors Falcon LLP had referred.  In another agreement, 

Falcon LLP agreed to a cash fee of 4.5% of the gross sales price of securities Falcon LLP 

investors purchased. 

15. The issuers with whom Falcon LLP or Falcon Limited contracted included, 

among others, the following companies: BeatClub, Boxlight Corporation, CNS 

Pharmaceuticals, Inc., Esports Technologies, Inc., Impossible Kicks, Moleculin Biotech, Inc., 

My Job Matcher, Inc. (a/k/a Job.com), Quantum Computing Inc., Soliton, Inc., Sondors, Inc., 

StereoVision Imaging, TuneGO, Inc., Volcon, Inc., Weyland Tech (n/k/a Logiq, Inc.), and 

World View Enterprises.  Each of these companies is based in the United States. 

16. Fees paid pursuant to the agreements Falcon LLP and Falcon Limited executed 

with issuers were frequently wired through an escrow account managed by Falcon Capital LLC, 

a limited liability company based in Tennessee that Rondini used as his escrow agent.  The 

escrow account Falcon Capital LLC maintained was at First Horizon Bank in Tennessee. 

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II. Rondini, Falcon LLP, and Falcon Limited Solicited Investors 

17. After executing an agreement with either an issuer or its underwriter, Falcon LLP 

or Falcon Limited solicited investors to purchase shares.  To attract investors, Rondini sent out 

frequent mass emails with a signature block that identified him as the “Managing Partner” of 

“Falcon Capital,” drawing no distinction between Falcon LLP or Falcon Limited.  In these mass 

emails, which Rondini called “missives,” Rondini touted the merits of a single issuer or 

highlighted multiple issuers with whom the Falcon entities had agreements.  By way of 

example, in an October 10, 2019 email, Rondini touted the stock of CNS Pharmaceuticals, Inc., 

noting “[a]ll looking very very good on CNS,” and offered recipients a chance to obtain an 

allocation of shares in the IPO the following month.  In a May 3, 2020 mass email, Rondini 

promoted Moleculin Biotech, Inc.: “The situation at Moleculin is becoming extremely 

compelling . . . so much so . . . that we have been sharing the story with our entire Universe 

recently versus a more targeted audience.”  In a January 22, 2021 mass email, Rondini touted 

TuneGO, Inc., stating “[w]e are of the opinion that we could see an exit in the range of 7x to 

10x current levels on a transaction with Big Tech before the bell tolls on 2021.”  Rondini’s 

mass emails frequently concluded with a message encouraging a recipient to message Rondini 

via WhatsApp or to reach out via email to obtain shares. 

18. In addition to sending mass emails, Rondini solicited investors one-on-one via 

email and WhatsApp to obtain expressions of interest in purchasing stock and arrange for the 

investor to wire funds directly to the issuer or to Rondini’s escrow agent, Falcon Capital LLC.  

Rondini also sent out emails to individual investors with electronic links to the documents 

investors needed to participate in a stock transaction (commonly referred to as “subscription 

documents”).  His emails to individual investors frequently included messages touting the 

companies he was promoting or encouraging investors to pay attention to upcoming news the 

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companies would be releasing.  Rondini also provided investors with advice on what to 

purchase.  For example, in a May 30, 2018 email, Rondini told an investor: “The strategy that 

we use with these pre-IPO’s with the A1/S1’s filed is to buy an equal amount on the IPO . . . 

sell the spike and then hold the pre-IPO for the bigger moves . . . leaking it out at 90 day 

intervals.”  In another instance, on March 15, 2021, Rondini told a U.S.-based investor: “Sell 

some SOLY . . . not all.”  Rondini’s emails were always from the domain name “@falcon-

capital.com” and often included the Falcon Capital signature block. 

19. Rondini, operating through Falcon LLP and Falcon Limited, also employed a 

network of at least 60 subcontracted salespeople to solicit investors to purchase stock in issuers.  

These subcontracted salespeople entered into “Consultancy Services Agreements” with Falcon 

Limited and Falcon LLP in which the salesperson agreed to contact investors and attempt to 

raise funds by selling them stock in certain issuers in exchange for a fee.  These subcontracted 

salespeople were paid on commission, often receiving 5% of the amount the salesperson was 

able to raise from investors.  Rondini frequently paid these commissions to his salespeople 

through the Falcon Capital LLC escrow account in Tennessee, ordering his escrow agent to 

wire the payment.  Depending on which issuer’s securities were being sold, Rondini ordered his 

escrow agent to attribute the commission payment to Falcon LLP or Falcon Limited.  After 

paying commissions to the salespeople, Rondini would frequently instruct the escrow agent to 

transfer remaining funds to Rondini’s personal bank accounts.  Rondini also sent emails to 

issuers requesting that stock warrants due under consultancy agreements be allocated to the 

salespeople and Rondini himself. 

III. Defendants Solicited U.S. Investors and Conducted Business in the United States 

20. In connection with agreements Falcon LLP and Falcon Limited executed with 

issuers, Falcon LLP and Falcon Limited solicited investors domiciled in the United States to 

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purchase stock in various issuers.  Rondini communicated directly with multiple U.S. investors 

to tout different issuers, give advice on the merits of a transaction, and facilitate U.S. investors’ 

purchase of securities.  On at least one occasion, Rondini assisted a U.S. investor in making an 

investment with an issuer notwithstanding the issuer’s agreement with Falcon Limited 

prohibiting Falcon Limited from soliciting investors in the United States.  Rondini counseled 

the investor, who maintained residences in North Carolina and Malaysia, to use his Malaysia 

address, telling the investor that the issuer “may not accept US investors” and that use of the 

Malaysia addressed was “just for pre ipo.  You can still deposit in your normal brokerage acct.” 

21. Beginning in late 2020, Rondini began physically operating his business from the 

United States. 

22. Even prior to the time when Rondini began operating his business from the 

United States, Rondini conducted extensive business in the United States on behalf of Falcon 

LLP and Falcon Limited.  By way of example, in a February 19, 2019 email to Falcon investors 

in Soliton, Inc., Rondini stated “we have been fielding queries on delivery starting at 7 am. 

Monday (Far East time) through a few minutes ago . . . we have been explaining the mechanics 

from hotel lobby’s today to row six on an American Airlines flight from Charlotte to Palm 

Beach to the car from the airport upon arrival . . . we are always accessible.”  In June 2019, 

Rondini held an event for Falcon investors in Las Vegas, Nevada.  Falcon investors gathered 

and heard presentations, including one from the CEO of CNS Pharmaceuticals, Inc. and one 

from the CEO of StereoVision Imaging. 

IV. Defendants’ Unregistered Dealer Activity 

23. In addition to acting as unregistered brokers, Defendants also acted as 

unregistered dealers.  Defendants engaged in what Rondini described as “private transactions.”  

In these transactions, Rondini, signing agreements on behalf of different Falcon entities 

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including “Falcon Capital” and “Falcon Equity Partners,” purchased pre-IPO shares from 

shareholders who wanted to sell their stock.  After taking these securities on the books of the 

Falcon entity signing the agreement, Rondini then contracted with interested buyers to sell them 

the shares, charging them a higher price than the price at which the Falcon entity had acquired 

the shares.  The period of time during which the shares were held in a Falcon entity’s inventory 

varied from a time as short as one day to a time as long as several months. 

24. Defendants used these “private transactions” as an additional means to generate 

revenue.  Rondini described a “private transaction” in June 2019 involving pre-IPO shares of 

CNS Pharmaceuticals, Inc. in an email to his partner in Falcon LLP, noting that the entity had 

acquired a total of 79,167 shares of CNS from two stockholders and would be selling them to 

five other investors: “We bought the shares at $1.60 . . . We put them out at $2.00 . . . . We are 

taking the spread as a fee . . . $31,667.” 

25. Several of these “private transactions” involved U.S. investors.  By way of 

example, on October 1, 2021, a Texas resident purchased 20,000 pre-IPO shares of TuneGO, 

Inc. at $1.10 per share from Falcon Equity Partners a now-defunct UK-based entity Rondini 

controlled.  Falcon Equity Partners had acquired the shares from another investor the previous 

day, September 30, 2021, at $0.90 per share.  On October 19, 2021, a Florida resident 

purchased 18,519 pre-IPO shares of TuneGO, Inc. at $1.35 per share from Falcon Equity 

Partners.  Similarly, on October 19, 2021, a North Carolina resident purchased 18,519 pre-IPO 

shares of TuneGo, Inc. at $1.35 per share from Falcon Equity Partners.  Falcon Equity Partners 

had acquired the shares sold to these last two purchasers from a prior investor at a price of 

either $0.88 per share or $0.90 per share. 

26. Rondini sent email correspondence concerning these private transactions in his 

capacity as managing partner of Falcon UK.  In addition, in dealings with his escrow agent, 

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Rondini assigned proceeds from these “private transactions” to both Falcon LLP and Falcon 

Limited. 

CLAIM FOR RELIEF 

COUNT ONE 

Violation of Section 15(a)(1) of the Exchange Act – Broker Registration 

27. The Commission repeats and incorporates by reference the allegations in 

paragraphs 1-26, above. 

28. From at least 2018 through the end of 2022, Rondini, Falcon LLP, and Falcon 

Limited engaged in the business of effecting transactions in securities for the accounts of others 

and, directly or indirectly, by the use of the mails or any means or instrumentality of interstate 

commerce, effected transactions in, or induced or attempted to induce the purchase or sale of, 

securities, while they were not registered with the Commission as a broker and not associated 

with an entity registered with the Commission as a broker. 

29. The broker transactions at issue included sales to U.S. investors within the last 

five years.  In addition, the broker transactions at issue involved sales of securities to both U.S. 

and non-U.S. investors completed after Rondini began to physically operate his business, 

including the business of Falcon LLP and Falcon Limited, from the United States. 

30. By reason of the foregoing, Rondini, Falcon LLP, and Falcon Limited violated, 

and unless enjoined are reasonably likely to continue to violate, Section 15(a)(1) of the 

Exchange Act [15 U.S.C. § 78o(a)(1)]. 

COUNT TWO 

Violation of Section 15(a)(1) of the Exchange Act – Dealer Registration 

31. The Commission repeats and incorporates by reference the allegations in 

paragraphs 1-30, above. 

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32. From at least 2018 through the end of 2022, Rondini, Falcon LLP, and Falcon 

Limited engaged in the business of buying and selling securities for their own accounts and, 

directly or indirectly, by the use of the mails or any means or instrumentality of interstate 

commerce, effected transactions in, or induced or attempted to induce the purchase or sale of, 

securities, while they were not registered with the Commission as a dealer and not associated 

with an entity registered with the Commission as a dealer. 

33. The dealer transactions at issue involved sales of securities to both U.S. and non-

U.S. investors completed after Rondini began to physically operate his business, including the 

business of Falcon LLP and Falcon Limited, from the United States. 

34. By reason of the foregoing, Rondini, Falcon LLP, and Falcon Limited violated, 

and unless enjoined are reasonably likely to continue to violate, Section 15(a)(1) of the 

Exchange Act [15 U.S.C. § 78o(a)(1)]. 

COUNT THREE 

Control Person Liability Under Section 20(a) of the Exchange Act 

35. The Commission repeats and incorporates by reference the allegations in 

paragraphs 1-34, above. 

36. From at least 2018 through the end of 2022, Rondini had the power to control the 

general affairs of both Falcon LLP and Falcon Limited.  He also had the power to control their 

corporate policies and activities in effecting transactions in securities for the accounts of others 

and engaging in the business of buying and selling securities for their own accounts.  As such, 

Rondini was a controlling person of both Falcon LLP and Falcon Limited for the purposes of 

Section 20(a) of the Exchange Act [15 U.S.C. § 78t(a)]. 

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37. As alleged above, Falcon LLP and Falcon Limited engaged in the business of 

effecting transactions in securities for the accounts of others, and engaged in the business of 

buying and selling securities for their own accounts. 

38. As alleged above, while engaged in these businesses, Falcon LLP and Falcon 

Limited directly or indirectly, by the use of the mails or any means or instrumentality of 

interstate commerce effected transactions in, or induced or attempted to induce the purchase or 

sale of, securities, while they were not registered with the Commission as a broker or dealer and 

not associated with an entity registered with the Commission as a broker or dealer.  Thus, 

Falcon LLP and Falcon Limited violated Section 15(a)(1) of the Exchange Act [15 U.S.C. § 

78o(a)(1)]. 

39. Accordingly, Rondini is liable as a controlling person pursuant to Section 20(a) 

of the Exchange Act [15 U.S.C. § 78t(a)] for the violations of Section 15(a)(1) of the Exchange 

Act [15 U.S.C. § 78o(a)(1)] committed by Falcon LLP and Falcon Limited. 

RELIEF REQUESTED 

WHEREFORE, the Commission requests that this Court find Rondini, Falcon LLP, and 

Falcon Limited committed the violations alleged, and: 

A. Issue a permanent injunction, in a form consistent with Eleventh Circuit 

precedent, prohibiting Rondini, Falcon LLP, and Falcon Limited from violating Section 15(a) of 

the Exchange Act. 

B. Issue a permanent injunction enjoining Rondini, Falcon LLP, and Falcon Limited 

from directly or indirectly, including but not limited to, through any entity they own or control, 

engaging in any activity for the purpose of inducing or attempting to induce the purchase or sale 

of any security, causing any person or entity to engage in any activity for the purpose of 

inducing or attempting to induce the purchase or sale of any security, or deriving compensation 

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from any activity engaged in for the purpose of inducing or attempting to induce the purchase or 

sale of any security, provided, however, that such injunction shall not prevent Rondini from 

purchasing or selling securities listed on a national securities exchange for his own personal 

account. 

C. Issue an Order directing Rondini, Falcon LLP, and Falcon Limited to disgorge, 

on a joint and several basis, all ill-gotten gains or proceeds received as a result of the acts and/or 

courses of conduct complained of herein, with prejudgment interest thereon. 

D. Issue an Order directing Rondini, Falcon LLP, and Falcon Limited to pay, on a 

joint and several basis, a civil money penalty pursuant to Section 21(d) of the Exchange Act. 

E. Issue an Order prohibiting Rondini, Falcon LLP, and Falcon Limited from 

participating in an offering of penny stock, including engaging in activities with a broker, 

dealer, or issuer for purposes of issuing, trading, or inducing or attempting to induce the 

purchase or sale of any penny stock. 

F. Grant such other and further relief as may be necessary and appropriate. 

G. Further, the Commission respectfully requests that the Court retain jurisdiction 

over this action in order to implement and carry out the terms of all orders and decrees that it 

may enter, or to entertain any suitable application or motion by the Commission for additional 

relief within the jurisdiction of this Court. 

JURY DEMAND 

The Commission demands a jury in this matter for all claims so triable. 

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Respectfully submitted, 

 SECURITIES AND EXCHANGE COMMISSION 

 By its attorneys, 

 
/s/Richard M. Harper II_________________________ 
Richard M. Harper II (Special Bar ID # A5503112) 
Jonathan T. Menitove (Special Bar ID # A5503111) 
Jeffrey T. Cook (FL-Bar# 647578) 
Alexandra B. Lavin (Special Bar ID # A5503099) 
Boston Regional Office 
33 Arch Street, 24th Floor 
Boston, MA 02110 
(617) 573-8979 (Harper) 
[email protected] 
 

Dated: September 18, 2023 

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	COMPLAINT
	INTRODUCTION
	JURISDICTION AND VENUE
	FACTUAL ALLEGATIONS
	RELIEF REQUESTED