SEC v. Shamoon Omer Rafiq; Omer Rafiq; and Omar Rafiq, No. 1:04-cr-488, Eastern District of New York (Mar. 12, 2021) — Complaint

Richard R. Best
Sanjay Wadhwa
Gerald A. Gross
Jack Kaufman
Liora Sukhatme
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional O ffice
Brookfield Place
200 Vesey Street, Suite 400
New York, New York 10281-1022
(212) 336-0106 (Kaufman)
[email protected]

UNITED STATES DISTRICT CO URT
SOUTHERN DISTRICT O F NEW YO RK

SECURITIES AND EXCHANGE
COMMISSION,

                                             Plaintiff,

                        -against-

Shamoon O mer Rafiq, a/k/a Shamoon Rafiq,
O mer Rafiq, and O mar Rafiq,

                                             Defendant.

CO MPLAINT

21 Civ. _____ (       )

JURY TRIAL DEMANDED

Plaintiff  Securities  and Exchange Commission (“Commission”),  for  its  Complaint  against
Defend ant  Shamoon Omer Rafiq (a/k/a Shamoon Rafiq, Omer Rafiq, and Omar Rafiq)  (“Rafiq” or
“Defendant” ),   alleges  as  follow s:
SUMMARY OF ALLEGATIONS
1. This  case concerns  a multi-million  dollar  securities offering fraud perpetrated by
Defend ant Rafiq, a recidivist  securities  fraudster.    From in  or about July  2020, Defend ant  sought  to
bilk investors  out  of millions  of dollars by offering to sell them securities  purporting to represent  his
ow nership  interests   in    a special  purpose  vehicle  investment  fund  (“SPV”)  that,  Defendant  claimed,

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held  stock of a w ell-know n company (“Company A”) that had  not yet made an  initial  public  offering
of its  stock (“pre-IPO”).  In fact, no such  SPV existed, and  Defend ant  held   no  interest  in  any  such
SPV.  As  part  of  his  fraudulent  sales  pitch,  Defendant  falsely  claimed  that  the SPV w as controlled by
a   w ell-know n European  investment  firm  (“Family  Capital”)  run by a prominent family, and  that
Defendant  w as  a  close  associate  of  Family  Capital and its members.  In fact, Defend ant had  no
connection  to,  or association  w ith,  Family  Capital or its family ow ners (w ho d id  not  even  know  of
Defend ant),  and  Defend ant fraudulently  used the firm’s name  to  create  the  false  appearance  of  a
legitimate  investment  opportunity.    In  furtherance  of  his  scheme,  Defendant  employed  several
fraudulent  devices  to  dupe potential  investors,   including  creating email addresses for misleading
emails  that  purported   to be sent to and from Family  Capital.
2. Using  these  false  representations   and  other  deceptive  devices,  Defendant  convinced
one investor  to deposit into escrow approximately $9 million tow ard the purchase  of Defendant’s
purported interests   in  the  fictitious  fund.    Before  that  transaction  w as completed, how ever, the
investor  discovered Defendant’s fraud and retrieved its escrow ed funds.    In  addition,  Defend ant
made  similar  fraudulent  sales  pitches  to other investors.
VIOLATIONS
3. By virtue  of  the  foregoing  conduct  and  as  alleged  further  herein,  Defend ant  violated
Sections   17(a)(1) and 17(a)(3) of the Securities  Act of 1933 (“Securities  Act”) [15 U.S.C. §§   77q(a)(1)
and 77q(a)(3)].
4. Unless  Defend ant  is restrained   and  enjoined , he    w ill  engage  in  the  acts,  practices,
transactions,  and courses  of business set forth in this  C omplaint or in  acts,  practices,  transactions,
and  courses  of  business   of  similar  type  and  object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
5. The Commission brings  this  action  pursuant  to  the  authority  conferred   upon  it  by

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Securities  Act  Sections   20(b) and 20(d) [15 U.S.C. §§   77t(b) and 77t(d)].
6. The  C ommission seeks a final judgment: (a) permanently  enjoining  Defend ant  from
violating  the  federal securities  law s and rules  this  Complaint alleges they  have violated;  (b) ordering
Defendant  to  pay  civil  money  penalties  pursuant  to  Securities  Act  Section  20(d)  [15 U.S.C. §  77t(d)];
and  (c)  ordering any other and further relief the Court may deem just and proper.
JURISDICTION AND VENUE
7. This  C ourt has  jurisdiction   over  this  action  pursuant  to Securities  Act  Section  22(a)
[15 U.S.C. § 77v(a)].
8. Defendant,  directly  and  indirectly,   has  made  use  of  the  means  or  instrumentalities   of
interstate  commerce or of  the  mails  in  connection  w ith  the transactions,  acts, practices,  and courses
of business  alleged herein.
9. Venue  lies  in  this  District  under  Securities  Act  Section 22(a) [15 U.S.C. § 77v(a)],  as
the  offer or sale took  place  w ithin  the  District.    Certain  of   the  acts,  practices,  transactions,   and
courses  of   business   alleged  in  this  Complaint  occurred  w ithin  this  District,  including:  (i)  the
Defend ant solicited  at  least  one  potential  investor  located  in  New   York,  NY;  (ii)  Defendant  entered
into an escrow  agreement managed by an  escrow  agent  located in  New  York, NY; and (iii) the
Defendant  agreed  that  the  payment  for  his  fictitious  interests   be  transferred to an  escrow  account  at
a bank located in New  York, NY.
DEFENDANT
10. Shamoon O mer Raf iq,  a/k/a Shamoon Rafiq,  Omer Rafiq,  and Omar Rafiq,  age
47, is  a  Dutch  citizen  and, until  at least recently,  resided   in Singapore.  In  a separate earlier matter,
on May 17, 2004,  Rafiq  w as  convicted  in  the  Eastern  District  of  New   York  of a w ire fraud scheme –
–   offering to sell  pre-IPO shares  of Google stock  (w hich he  likew ise  did  not  ow n),   and  defrauding
investors of approximately $500,000.   On  September  14,  2004,  Rafiq w as sentenced   to 41 months in

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prison and ordered to pay $342,784 in restitution.    See United States v. Shamoon Rafiq, 04-cr-448
(E.D.N.Y).
OTHER RELEVANT INDIVIDUALS AND ENTITIES
11. Family  Capital is  a  European family-ow ned  firm, founded in 2010,  that  manages
and  invests  the  assets  of the prominent  family that ow ns it.
12. Family  Capital Executive 1 is   the  co-found er and CEO of Family  Capital.
13. Family  Capital Executive 2 is   a partner of Family  Capital.
14. NY Firm is an investment  firm,  located in  New  York, NY, w hich focuses on the
secondary  market  for  late  stage,  pre-IPO companies.
15. NY Firm  Partner is a partner  at NY Firm.
16. Investor A is a family-ow ned  investment   firm  located  in  South  America.    Investor  A
is  a client  of NY Firm.
FACTS
17. In  or about July  2020, Rafiq began a scheme to defraud investors  by offering to sell
fictitious securities  purportedly created  by  Family  Capital.  To deceive  potential  investors,  Rafiq
created the appearance of legitimacy  by falsely  representing  himself to be a close associate  of Family
Capital and  by impersonating  members of Family  Capital  through misleading  emails  and  fr audulent
sale documents.    In  fact,  Rafiq  had  no  association  w ith  Family  Capital,  and  members of Family
Capital had  not even heard  of him.
18. By at least  July 2020, Rafiq began soliciting potential  investors  in  New  York, NY,
and elsew here,  by falsely representing  that  he  ow ned   interests  in  a limited liability company (“Family
Capital Tech  Fund  LLC”   or “Family Tech  Fund"),   w hich Rafiq  claimed was an  SPV that had  been
created by Family Capital to ow n pre-IPO shares  of Company A , and  that Rafiq w anted to sell  those
interests.   In  fact,  Family  Tech  Fund  did not,  and  does not,  exist.

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19. One   of the potential  investors  that  Rafiq  solicited  to  purchase  his  purported Family
Tech Fund  interests was a New  York investment  firm that  focused   on the secondary market for late-
stage,  pre-IPO companies  (“NY Firm”).  On July 21, 2020, during  a  Skype  call,  Rafiq  discussed  w ith
a partner of NY Firm (“NY Firm Partner”)  his  desire to sell his purported interest  in  Family  Tech
Fund.  During that  call, Rafiq  told NY Firm  Partner  that Rafiq  w as a close family friend of the
family that  ow ns Family  Capital.    Rafiq  stated  that,  in  2015, he   had  invested approximately $2.5
million  in  Family  Tech  Fund,  w hich  he  described  as  a   limited  liability  corporation managed by
Family  Capital.    Rafiq  further  stated  that  Family  Tech  Fund  w as  an SPV,  formed by Family  Capital
in  2015, w hich acquired  pre-IPO shares  of Company A for approximately $11/share.    Rafiq then
explained  that he    w as going through a d ivorce and  w as looking  to sell  all or some of his interests   in
Family Tech  Fund ,  as  the  pre-IPO shares  of C ompany A had  increased   in value to more than $80
per share.  Rafiq further  explained  that,  in light  of Family Capital’s role as manager of Family Tech
Fund,  Family  Capital  w ould  have  to  be  involved  in  any  sale  of  Rafiq’s  interests,  but that Family
Capital w ould consent  to the sale and w ould facilitate  any such transaction  as long as the buyer w as
reputable.
20. As Rafiq  knew, his statements to NY Firm Partner regarding the proposed
investment during their  July 21, 2020 call w ere false.  In  fact:  (i)  Family  Tech  Fund  did  not  exist  and
had never existed;  (ii)  Rafiq  d id   not  ow n  any  interest  in  an  SPV  that  ow ned   pre-IPO shares  of
Company A; (iii)  Rafiq  w as  not  an  associate  of Family  Capital; and  (iv)  Family  Capital  was not aware
of, and  d id  not consent  to,  Rafiq’s representations.
21. During the w eeks follow ing the  July  21  call,  NY Firm Partner  introduced Rafiq to
NY Firm’s  client,  Investor  A,  and  negotiated  on Investor  A’s behalf its  potential  purchase of Rafiq’s
purported interests   in  Family  Tech  Fund.    In  emails   to NY Firm  Partner  and  Investor  A d uring that
time period, Rafiq repeated the false information  he had  given  to NY Firm Partner  during their  July

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21 call, offering to sell Investor  A  the purported SPV interests that  Rafiq  did not own and  that did
not even exist.   For example, on August 3, 2020, Rafiq emailed Investor  A’s representatives,  copying
NY Firm Partner,  stating  that Rafiq would “hold $5mm of [Company A] shares  until  you have
spoken to your LPs [limited  partners],” and  that, “You have my commitment that I w ill remain a
shareholder  via [Family Capital] in [Company A] until the  IPO.”  In  fact,  Rafiq  did  not  ow n, or
otherw ise  control,  any  shares  of  C ompany A stock through Family Capital.
22. Rafiq’s representations  regard ing his purported association  w ith Family Capital
helped convince  Investor  A to move forward with the  proposed transaction.   For example, on
August 5, 2020, Investor  A’s  representatives  emailed  Rafiq,  “confirming  [Investor  A]’s  intent   to
move forw ard on a $5mm purchase  of [Company A] Series  C Preferred shares  via a membership
interest   via  a  Series  of  [Family  Tech  Fund]  – our bid price is $93.09/share.”  Investor  A’s
representatives  explained  in  that  email  that they  had   “talked to [NY Firm Partner] about [Family
Capital] and based on our other preliminary due diligence  and your original comfort w ith the
family/team w e are comfortable w ith proceeding forw ard tow ards an expected closing.   We
understand  that  [Family  Capital  Executive  2]  is  point  on  the  [Family  Capital]  side  so  w e  look
forw ard to getting  connected  in  and proceeding forw ard.”
23. As part of his  fraudulent scheme,  in or about July 2020, Rafiq caused the creation  of
an email  account  w ith an ad d ress that closely  resembled the genuine  email address of Family  Capital
Executive  1,  Family  Capital’s  co-found er and  C EO, and  a second  email account  that closely
resembled the genuine  email address of Family Capital Executive  2, a Family  Capital partner.    At
that  time,  Family  Capital  Executive  1  and  Family  Capital  Executive  2  w ere  not  aw are  of  the  email
addresses created by Rafiq, and they never used them.  Neither  Family  Capital  Executive  1 nor
Family  Capital Executive  2 knew  of Rafiq,  or had ever met or otherw ise communicated w ith him,
and neither  consented  to the creation of these email addresses.  At or about the same time, to

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deceive  potential  investors,  Rafiq also caused  the  creation  of a Family Capital w ebsite address that
corresponded to the  above-described phony email addresses, and that automatically  routed  users  to
Family  Capital’s  actual  w ebsite.
24. To create  the  false  impression  that  Family  Capital  knew  of and  approved the
proposed transaction  w ith NY Firm and  Investor A,  Rafiq  caused to be sent to NY Firm and
Investor  A emails  from the  phony email addresses he caused to be created for Family Capital
Executive 1 and Family Capital  Executive  2.   For example, on August 5, 2020, Rafiq responded by
email to  an  Investor  A email,  adding on the  “cc” line  of his  response  email the misleading  email
ad d resses  that  he  had   caused to be created for  Family  Capital  Executive  1  and  Family  Capital
Executive  2.  In  his  response  email,  Rafiq,  know ing  that  he  w as  not  send ing  an  email  to  the  actual
email address of Family Capital Executive  2, stated  :    “[Family  Capital  Executive  2]  –   I’ve  taken
liberty to get the NDA executed w ith folks at [Investor  A] already and it should be sent  to [Family
Capital Executive  2] shortly as you have more urgent matters to deal w ith now .  Also please see
below   request  on  documents,  they  are  aw are  that  [Family  Capital]  w ont  [sic]  be  disclosing  any  LP
and / or their  sharehold ing  information.  I w ill upd ate you on the exact shares that  need to be
transferred.”
25. On August 6, 2020, Rafiq caused a similar  misleading  response  email  to  be  sent  from
the Family Capital Executive  1 email address he  used   in  his  scheme,  stating:  “Given the situation  in
Beirut and that  [Family Capital Executive 2]’s family members are still  missing,  please allow  him
some time to revert on the documents requested.”   As Rafiq knew , Family Capital Executive  1 w as
unaw are  of  the  August  6  email  purportedly  sent  in  his  name,  and  Family  Capital  Executive  1  never
authorized that  email or its contents.
26. Rafiq used other similarly  deceptive emails.   On August 12, 2020, he caused an email
to be sent purportedly from Family  Capital  Executive  2  to NY Firm Partner, Investor  A, and  others.

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The  August  12  email requested    that the  recipients  sign and  return to Family Capital Executive  1 and
Family Capital Executive  2 certain purported deal  documents attached  to the  August  12 email.    As
Rafiq knew  and  intend ed , the attached deal documents w ere phony.  They  included a document
titled,  “Limited  Liability  Operating  Agreement  of [Family  Tech  Fund]  November 20, 2015,”
(“Operating Agreement”) and another  document  titled,  “[Family  Tech  Fund]  Subscription
Agreement”  (“Subscription  Agreement”).    Rafiq  knew   that  these  documents  w ere m isleading
because  he  knew   that  Family  Tech  Fund  did not exist,  and   he  knew   that  neither  Family  C apital  nor
any  of its  members knew  of or had  authorized  the  documents.
27. On or about August  13, 2020, an Investor  A representative  executed  the  Operating
Agreement  and  the  Subscription  Agreement,  and  Investor  A agreed to purchase Rafiq’s  purported
interests   in  Family  Tech  Fund  for  approximately  $9  million.
28. On or about August  13, 2020, Rafiq requested  that  Investor  A w ire transfer the $9
million  to a Singapore bank account registered  to an ind ividual  w ho,  Rafiq  claimed,  w as  Rafiq’s
account  manager.  Rafiq told NY Firm Partner  that Rafiq did not w ant the funds to be transferred to
an account  in Rafiq’s  name  due to concerns  related to his divorce.  NY Firm Partner  proposed to
Rafiq  that  the  parties  instead  enter  into  an escrow  agreement  for deposit of the  $9 million  purchase
fund s.
29. On August 13, 2020, Rafiq again  sent  an email to the misleading Family  Capital
Executive  2  email address, copying NY Firm Partner and Investor  A.  Rafiq’s  August  13  email
proposed that  NY  Firm  set  up  the  escrow  account, and  that the  escrow  agent  w ould release  the
funds once the escrow  agreement conditions w ere met.    Rafiq  stated  that  this  w ould  be “a simple
lateral  transfer  of  my  shares.”    Rafiq  knew   that  this  statement w as false  because  Rafiq  did  not  ow n
any shares of C ompany A, and  Rafiq knew  that he w as falsely ind ucing  Investor A to w ire
approximately $9 million to purchase securities interests  that did not actually  exist.

 9
30. On August 13, 2020, Rafiq caused an email to be sent  from the misleading  Family
Capital Executive  2 email address to Rafiq, NY Firm Partner, Investor  A, and  others,  stating
“approved from our end.  Please  initiate  DocuSign process.”    Rafiq  knew   that  this  statement  w as
false  because  the  email  address did not belong to Family Capital Executive  2, and Rafiq  knew  that
neither  Family  Capital  Executive  2  (nor  anyone  else  associated  w ith  Family  Capital)  was aware of or
ha  d approved   the email or the  und erlying transaction.
31. On August 13, 2020, Rafiq caused an email to be sent  from the misleading  Family
Capital Executive  1 email address to NY Firm Partner, Investor  A, and others, stating  that Family
Capital Executive  1 ha  d   “countersigned  the SA [Subscription  Agreement] & OA [Operating
Agreement]  w hich  are  attached,”  and  asking  Family  Capital  Executive  2  to  sign  the  escrow
agreement  “on  our  behalf.”    The  attached  Subscription  Agreement  and  Operating  Agreement
appeared   to be signed by Family Capital Executive  1.  How ever, the  signatures   on  the  Subscription
Agreement  and  Operating  Agreement  attached  to  the  email  w ere  forgeries  that Rafiq  either  created
or caused  to be created.   As    Rafiq  knew,  Family Capital Executive  1 did not sign those  documents,
or otherw ise  know  of or authorize  their  signing  or the  und erlying  transaction.
32. On August  14,  2020,  Investor  A  wire  transferred  approximately $9 million  to an
escrow  account  created to proceed w ith the  purported transaction  w ith Rafiq.    Shortly  thereafter,
NY Fund   and  Investor  A became suspicious about the transaction.    Investor  A retrieved  the  funds  it
had sent to the escrow  account,  and   the  fund s  w ere  not  sent to Rafiq.
33. In  or  about  July  and  August  2020,  Rafiq  solicited  other  investment   firms  using  the
same false representations  and misleading  email accounts  that he used to fraudulently  solicit  NY
Firm.
34. For example, beginning  on or about July 10, 2020, Rafiq began soliciting  an
investment  firm headquartered  in Florida (“Florida Firm”).  Rafiq falsely  represented to Florida Firm

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that  he  was a  close  associate  of  Family  Capital, and  Rafiq offered to sell  Florida Firm fictitious
interests   in  an  SPV  that  held   pre-IPO shares  of Company A.  On July 10, 2020, Rafiq submitted a
“Client Engagement Form” to Florida Firm,  and   he stated on this  form that  his  “net  w orth
excluding primary residence” was “over $50,000,000.”   On August  8, 2020, in  furtherance  of his
solicitation  of Florida Firm,  Rafiq  caused  to  be  sent  an  email  to  Florida  Firm  from  the  misleading
email account appearing to belong to Family Capital Executive  2, w ith tw o attached documents, the
Operating Agreement, and a document titled, [Family Tech  Fund] Confidential  Private  Placement
Memorandum.”    The  email  further  stated  that  Family  Capital  Executive  2  had  not  attached  the
Subscription  Agreement because, “as I understand  from Omer [Rafiq],” Rafiq and Florida Firm had
not  yet  finalized  “the  specifics  of  the  investment.”
35. As    Rafiq  knew ,  his above statements to Florida  Firm w ere false,  and  the d ocuments
he  caused to be sent to Florida Firm w ere misleading,  because  Rafiq  d id   not  ow n  any  interest  in  an
SPV w ith pre-IPO shares of Company A, and Family Tech Fund did not exist.
36. On or about August  9, 2020, during its due diligence  review  of the proposed
transaction,  Florida Firm discovered Rafiq’s 2004 conviction (described  in  paragraph  10  above) and
promptly terminated  any further  contact w ith Rafiq.
FIRST CLAIM FO R RELIEF
Violations of Securities  Act  Sections   17(a)(1) and 17(a)(3)

37. The C ommission re-alleges  and  incorporates  by  reference  here  the allegations   in
paragraphs 1 through  36
38. Defend ant,  directly or indirectly,  singly  or in concert, in  the  offer or sale  of securities
and  by the use of the means  or instruments  of transportation  or communication  in  interstate
commerce or the  mails,  (1)  know ingly or recklessly  has  employed one  or more devices,  schemes  or
artifices   to defraud, and /or (2)  know ingly,  recklessly,  or negligently  has   engaged  in one or more
transactions,  practices, or courses   of business  w hich operated or would operate as a fraud or deceit

 11
upon the purchaser.
39. By reason of the foregoing, Defend ant,  directly  or indirectly,   singly  or  in  concert,  has
violated  and,  unless  enjoined,  w ill  again violate Securities  Act  Sections   17(a)(1)  and 17(a)(3) [15
U.S.C. §§   77q(a)(1)  and  77(q)(a)(3)].
PRAYER FO R RELIEF
 WHEREFORE,  the  Commission  respectfully   requests  that  the  Court  enter a Final
Jud gment:
I.
Permanently  enjoining  Rafiq and  its agents,  servants,  employees  and  attorneys  and  all
persons  in  active  concert  or  participation  w ith  any  of  them from violating,  directly  or indirectly,
Securities  Act  Sections  17(a)  [15 U.S.C. § 77q(a)];
II.
Ordering Defendant to pay civil  monetary penalties  under Securities  Act Section  20(d)
[15 U.S.C. § 77t(d)];  and

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III.
Granting  any  other  and   further  relief  this  Court  may deem just  and   proper.

Dated:  New  York, New  York
M arch 12, 2021
_/s/ Richard R. Best____
Richard R. Best
Sanjay  Wadhwa
Gerald A. Gross
Jack Kaufman
Liora Sukhatme
Attorneys  for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New  York Regional  Office
Brookfield Place
200  Vesey  Street,  Suite  400
New York, New York 10281-1022
(212)  336-0106 (Kaufman)
[email protected]

Richard R. Best  
Sanjay Wadhwa 
Gerald A. Gross 
Jack Kaufman 
Liora Sukhatme 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
Brookfield Place  
200 Vesey Street, Suite 400 
New York, New York 10281-1022 
(212) 336-0106 (Kaufman) 
[email protected] 
 
 
UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

 
SECURITIES AND EXCHANGE 
COMMISSION, 
 
                                             Plaintiff, 
 
                        -against- 
 
Shamoon Omer Rafiq, a/k/a Shamoon Rafiq, 
Omer Rafiq, and Omar Rafiq,  
 
                                             Defendant.  
 
 

 
 
COMPLAINT 

   
21 Civ. _____ (       ) 

 
   

JURY TRIAL DEMANDED 
  

           
          

 
Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against 

Defendant Shamoon Omer Rafiq (a/k/a Shamoon Rafiq, Omer Rafiq, and Omar Rafiq) (“Rafiq” or 

“Defendant”), alleges as follows: 

SUMMARY OF ALLEGATIONS 

1. This case concerns a multi-million dollar securities offering fraud perpetrated by 

Defendant Rafiq, a recidivist securities fraudster.  From in or about July 2020, Defendant sought to 

bilk investors out of millions of dollars by offering to sell them securities purporting to represent his 

ownership interests in a special purpose vehicle investment fund (“SPV”) that, Defendant claimed, 

Case 1:21-cv-02168   Document 1   Filed 03/12/21   Page 1 of 12



 2 

held stock of a well-known company (“Company A”) that had not yet made an initial public offering 

of its stock (“pre-IPO”).  In fact, no such SPV existed, and Defendant held no interest in any such 

SPV.  As part of his fraudulent sales pitch, Defendant falsely claimed that the SPV was controlled by 

a well-known European investment firm (“Family Capital”) run by a prominent family, and that 

Defendant was a close associate of Family Capital and its members.  In fact, Defendant had no 

connection to, or association with, Family Capital or its family owners (who did not even know of 

Defendant), and Defendant fraudulently used the firm’s name to create the false appearance of a 

legitimate investment opportunity.  In furtherance of his scheme, Defendant employed several 

fraudulent devices to dupe potential investors, including creating email addresses for misleading 

emails that purported to be sent to and from Family Capital. 

2. Using these false representations and other deceptive devices, Defendant convinced 

one investor to deposit into escrow approximately $9 million toward the purchase of Defendant’s 

purported interests in the fictitious fund.  Before that transaction was completed, however, the 

investor discovered Defendant’s fraud and retrieved its escrowed funds.  In addition, Defendant 

made similar fraudulent sales pitches to other investors.   

VIOLATIONS 

3. By virtue of the foregoing conduct and as alleged further herein, Defendant violated 

Sections 17(a)(1) and 17(a)(3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77q(a)(1) 

and 77q(a)(3)]. 

4. Unless Defendant is restrained and enjoined, he will engage in the acts, practices, 

transactions, and courses of business set forth in this Complaint or in acts, practices, transactions, 

and courses of business of similar type and object.   

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

5. The Commission brings this action pursuant to the authority conferred upon it by 

Case 1:21-cv-02168   Document 1   Filed 03/12/21   Page 2 of 12



 3 

Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)].  

6. The Commission seeks a final judgment: (a) permanently enjoining Defendant from 

violating the federal securities laws and rules this Complaint alleges they have violated; (b) ordering 

Defendant to pay civil money penalties pursuant to Securities Act Section 20(d) [15 U.S.C. § 77t(d)]; 

and (c) ordering any other and further relief the Court may deem just and proper. 

JURISDICTION AND VENUE 

7. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a) 

[15 U.S.C. § 77v(a)].  

8. Defendant, directly and indirectly, has made use of the means or instrumentalities of 

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

of business alleged herein. 

9. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)], as 

the offer or sale took place within the District.  Certain of  the acts, practices, transactions, and 

courses of  business alleged in this Complaint occurred within this District, including: (i) the 

Defendant solicited at least one potential investor located in New York, NY; (ii) Defendant entered 

into an escrow agreement managed by an escrow agent located in New York, NY; and (iii) the 

Defendant agreed that the payment for his fictitious interests be transferred to an escrow account at 

a bank located in New York, NY.    

DEFENDANT 

10. Shamoon Omer Rafiq, a/k/a Shamoon Rafiq, Omer Rafiq, and Omar Rafiq, age 

47, is a Dutch citizen and, until at least recently, resided in Singapore.  In a separate earlier matter, 

on May 17, 2004, Rafiq was convicted in the Eastern District of New York of a wire fraud scheme –

– offering to sell pre-IPO shares of Google stock (which he likewise did not own), and defrauding 

investors of approximately $500,000.  On September 14, 2004, Rafiq was sentenced to 41 months in 

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 4 

prison and ordered to pay $342,784 in restitution.  See United States v. Shamoon Rafiq, 04-cr-448 

(E.D.N.Y).  

OTHER RELEVANT INDIVIDUALS AND ENTITIES 

11. Family Capital is a European family-owned firm, founded in 2010, that manages 

and invests the assets of the prominent family that owns it. 

12. Family Capital Executive 1 is the co-founder and CEO of Family Capital. 

13. Family Capital Executive 2 is a partner of Family Capital. 

14. NY Firm is an investment firm, located in New York, NY, which focuses on the 

secondary market for late stage, pre-IPO companies. 

15. NY Firm Partner is a partner at NY Firm. 

16. Investor A is a family-owned investment firm located in South America.  Investor A 

is a client of NY Firm.   

FACTS 

17. In or about July 2020, Rafiq began a scheme to defraud investors by offering to sell 

fictitious securities purportedly created by Family Capital.  To deceive potential investors, Rafiq 

created the appearance of legitimacy by falsely representing himself to be a close associate of Family 

Capital and by impersonating members of Family Capital through misleading emails and fraudulent 

sale documents.  In fact, Rafiq had no association with Family Capital, and members of Family 

Capital had not even heard of him. 

18. By at least July 2020, Rafiq began soliciting potential investors in New York, NY, 

and elsewhere, by falsely representing that he owned interests in a limited liability company (“Family 

Capital Tech Fund LLC” or “Family Tech Fund"), which Rafiq claimed was an SPV that had been 

created by Family Capital to own pre-IPO shares of Company A, and that Rafiq wanted to sell those 

interests.  In fact, Family Tech Fund did not, and does not, exist.    

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19. One of the potential investors that Rafiq solicited to purchase his purported Family 

Tech Fund interests was a New York investment firm that focused on the secondary market for late-

stage, pre-IPO companies (“NY Firm”).  On July 21, 2020, during a Skype call, Rafiq discussed with 

a partner of NY Firm (“NY Firm Partner”) his desire to sell his purported interest in Family Tech 

Fund.  During that call, Rafiq told NY Firm Partner that Rafiq was a close family friend of the 

family that owns Family Capital.  Rafiq stated that, in 2015, he had invested approximately $2.5 

million in Family Tech Fund, which he described as a limited liability corporation managed by 

Family Capital.  Rafiq further stated that Family Tech Fund was an SPV, formed by Family Capital 

in 2015, which acquired pre-IPO shares of Company A for approximately $11/share.  Rafiq then 

explained that he was going through a divorce and was looking to sell all or some of his interests in 

Family Tech Fund, as the pre-IPO shares of Company A had increased in value to more than $80 

per share.  Rafiq further explained that, in light of Family Capital’s role as manager of Family Tech 

Fund, Family Capital would have to be involved in any sale of Rafiq’s interests, but that Family 

Capital would consent to the sale and would facilitate any such transaction as long as the buyer was 

reputable.   

20. As Rafiq knew, his statements to NY Firm Partner regarding the proposed 

investment during their July 21, 2020 call were false.  In fact: (i) Family Tech Fund did not exist and 

had never existed; (ii) Rafiq did not own any interest in an SPV that owned pre-IPO shares of 

Company A; (iii) Rafiq was not an associate of Family Capital; and (iv) Family Capital was not aware 

of, and did not consent to, Rafiq’s representations.  

21. During the weeks following the July 21 call, NY Firm Partner introduced Rafiq to 

NY Firm’s client, Investor A, and negotiated on Investor A’s behalf its potential purchase of Rafiq’s 

purported interests in Family Tech Fund.  In emails to NY Firm Partner and Investor A during that 

time period, Rafiq repeated the false information he had given to NY Firm Partner during their July 

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21 call, offering to sell Investor A the purported SPV interests that Rafiq did not own and that did 

not even exist.  For example, on August 3, 2020, Rafiq emailed Investor A’s representatives, copying 

NY Firm Partner, stating that Rafiq would “hold $5mm of [Company A] shares until you have 

spoken to your LPs [limited partners],” and that, “You have my commitment that I will remain a 

shareholder via [Family Capital] in [Company A] until the IPO.”  In fact, Rafiq did not own, or 

otherwise control, any shares of Company A stock through Family Capital.  

22. Rafiq’s representations regarding his purported association with Family Capital 

helped convince Investor A to move forward with the proposed transaction.  For example, on 

August 5, 2020, Investor A’s representatives emailed Rafiq, “confirming [Investor A]’s intent to 

move forward on a $5mm purchase of [Company A] Series C Preferred shares via a membership 

interest via a Series of [Family Tech Fund] – our bid price is $93.09/share.”  Investor A’s 

representatives explained in that email that they had “talked to [NY Firm Partner] about [Family 

Capital] and based on our other preliminary due diligence and your original comfort with the 

family/team we are comfortable with proceeding forward towards an expected closing.  We 

understand that [Family Capital Executive 2] is point on the [Family Capital] side so we look 

forward to getting connected in and proceeding forward.”   

23. As part of his fraudulent scheme, in or about July 2020, Rafiq caused the creation of 

an email account with an address that closely resembled the genuine email address of Family Capital 

Executive 1, Family Capital’s co-founder and CEO, and a second email account that closely 

resembled the genuine email address of Family Capital Executive 2, a Family Capital partner.  At 

that time, Family Capital Executive 1 and Family Capital Executive 2 were not aware of the email 

addresses created by Rafiq, and they never used them.  Neither Family Capital Executive 1 nor 

Family Capital Executive 2 knew of Rafiq, or had ever met or otherwise communicated with him, 

and neither consented to the creation of these email addresses.  At or about the same time, to 

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deceive potential investors, Rafiq also caused the creation of a Family Capital website address that 

corresponded to the above-described phony email addresses, and that automatically routed users to 

Family Capital’s actual website.  

24. To create the false impression that Family Capital knew of and approved the 

proposed transaction with NY Firm and Investor A, Rafiq caused to be sent to NY Firm and 

Investor A emails from the phony email addresses he caused to be created for Family Capital 

Executive 1 and Family Capital Executive 2.  For example, on August 5, 2020, Rafiq responded by 

email to an Investor A email, adding on the “cc” line of his response email the misleading email 

addresses that he had caused to be created for Family Capital Executive 1 and Family Capital 

Executive 2.  In his response email, Rafiq, knowing that he was not sending an email to the actual 

email address of Family Capital Executive 2, stated:  “[Family Capital Executive 2] – I’ve taken 

liberty to get the NDA executed with folks at [Investor A] already and it should be sent to [Family 

Capital Executive 2] shortly as you have more urgent matters to deal with now.  Also please see 

below request on documents, they are aware that [Family Capital] wont [sic] be disclosing any LP 

and/or their shareholding information.  I will update you on the exact shares that need to be 

transferred.”  

25. On August 6, 2020, Rafiq caused a similar misleading response email to be sent from 

the Family Capital Executive 1 email address he used in his scheme, stating: “Given the situation in 

Beirut and that [Family Capital Executive 2]’s family members are still missing, please allow him 

some time to revert on the documents requested.”  As Rafiq knew, Family Capital Executive 1 was 

unaware of the August 6 email purportedly sent in his name, and Family Capital Executive 1 never 

authorized that email or its contents. 

26. Rafiq used other similarly deceptive emails.  On August 12, 2020, he caused an email 

to be sent purportedly from Family Capital Executive 2 to NY Firm Partner, Investor A, and others.  

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The August 12 email requested that the recipients sign and return to Family Capital Executive 1 and 

Family Capital Executive 2 certain purported deal documents attached to the August 12 email.  As 

Rafiq knew and intended, the attached deal documents were phony.  They included a document 

titled, “Limited Liability Operating Agreement of [Family Tech Fund] November 20, 2015,” 

(“Operating Agreement”) and another document titled, “[Family Tech Fund] Subscription 

Agreement” (“Subscription Agreement”).  Rafiq knew that these documents were misleading 

because he knew that Family Tech Fund did not exist, and he knew that neither Family Capital nor 

any of its members knew of or had authorized the documents.   

27. On or about August 13, 2020, an Investor A representative executed the Operating 

Agreement and the Subscription Agreement, and Investor A agreed to purchase Rafiq’s purported 

interests in Family Tech Fund for approximately $9 million.   

28. On or about August 13, 2020, Rafiq requested that Investor A wire transfer the $9 

million to a Singapore bank account registered to an individual who, Rafiq claimed, was Rafiq’s 

account manager.  Rafiq told NY Firm Partner that Rafiq did not want the funds to be transferred to 

an account in Rafiq’s name due to concerns related to his divorce.  NY Firm Partner proposed to 

Rafiq that the parties instead enter into an escrow agreement for deposit of the $9 million purchase 

funds.   

29. On August 13, 2020, Rafiq again sent an email to the misleading Family Capital 

Executive 2 email address, copying NY Firm Partner and Investor A.  Rafiq’s August 13 email 

proposed that NY Firm set up the escrow account, and that the escrow agent would release the 

funds once the escrow agreement conditions were met.  Rafiq stated that this would be “a simple 

lateral transfer of my shares.”  Rafiq knew that this statement was false because Rafiq did not own 

any shares of Company A, and Rafiq knew that he was falsely inducing Investor A to wire 

approximately $9 million to purchase securities interests that did not actually exist.     

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 9 

30. On August 13, 2020, Rafiq caused an email to be sent from the misleading Family 

Capital Executive 2 email address to Rafiq, NY Firm Partner, Investor A, and others, stating 

“approved from our end.  Please initiate DocuSign process.”  Rafiq knew that this statement was 

false because the email address did not belong to Family Capital Executive 2, and Rafiq knew that 

neither Family Capital Executive 2 (nor anyone else associated with Family Capital) was aware of or 

had approved the email or the underlying transaction.       

31. On August 13, 2020, Rafiq caused an email to be sent from the misleading Family 

Capital Executive 1 email address to NY Firm Partner, Investor A, and others, stating that Family 

Capital Executive 1 had “countersigned the SA [Subscription Agreement] & OA [Operating 

Agreement] which are attached,” and asking Family Capital Executive 2 to sign the escrow 

agreement “on our behalf.”  The attached Subscription Agreement and Operating Agreement 

appeared to be signed by Family Capital Executive 1.  However, the signatures on the Subscription 

Agreement and Operating Agreement attached to the email were forgeries that Rafiq either created 

or caused to be created.  As Rafiq knew, Family Capital Executive 1 did not sign those documents, 

or otherwise know of or authorize their signing or the underlying transaction.   

32. On August 14, 2020, Investor A wire transferred approximately $9 million to an 

escrow account created to proceed with the purported transaction with Rafiq.  Shortly thereafter, 

NY Fund and Investor A became suspicious about the transaction.  Investor A retrieved the funds it 

had sent to the escrow account, and the funds were not sent to Rafiq.   

33. In or about July and August 2020, Rafiq solicited other investment firms using the 

same false representations and misleading email accounts that he used to fraudulently solicit NY 

Firm. 

34. For example, beginning on or about July 10, 2020, Rafiq began soliciting an 

investment firm headquartered in Florida (“Florida Firm”).  Rafiq falsely represented to Florida Firm 

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 10 

that he was a close associate of Family Capital, and Rafiq offered to sell Florida Firm fictitious 

interests in an SPV that held pre-IPO shares of Company A.  On July 10, 2020, Rafiq submitted a 

“Client Engagement Form” to Florida Firm, and he stated on this form that his “net worth 

excluding primary residence” was “over $50,000,000.”  On August 8, 2020, in furtherance of his 

solicitation of Florida Firm, Rafiq caused to be sent an email to Florida Firm from the misleading 

email account appearing to belong to Family Capital Executive 2, with two attached documents, the 

Operating Agreement, and a document titled, [Family Tech Fund] Confidential Private Placement 

Memorandum.”  The email further stated that Family Capital Executive 2 had not attached the 

Subscription Agreement because, “as I understand from Omer [Rafiq],” Rafiq and Florida Firm had 

not yet finalized “the specifics of the investment.”   

35. As Rafiq knew, his above statements to Florida Firm were false, and the documents 

he caused to be sent to Florida Firm were misleading, because Rafiq did not own any interest in an 

SPV with pre-IPO shares of Company A, and Family Tech Fund did not exist.    

36. On or about August 9, 2020, during its due diligence review of the proposed 

transaction, Florida Firm discovered Rafiq’s 2004 conviction (described in paragraph 10 above) and 

promptly terminated any further contact with Rafiq.    

FIRST CLAIM FOR RELIEF 
Violations of Securities Act Sections 17(a)(1) and 17(a)(3) 

 
37. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 36 

38. Defendant, directly or indirectly, singly or in concert, in the offer or sale of securities 

and by the use of the means or instruments of transportation or communication in interstate 

commerce or the mails, (1) knowingly or recklessly has employed one or more devices, schemes or 

artifices to defraud, and/or (2) knowingly, recklessly, or negligently has engaged in one or more 

transactions, practices, or courses of business which operated or would operate as a fraud or deceit 

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 11 

upon the purchaser. 

39. By reason of the foregoing, Defendant, directly or indirectly, singly or in concert, has 

violated and, unless enjoined, will again violate Securities Act Sections 17(a)(1) and 17(a)(3) [15 

U.S.C. §§ 77q(a)(1) and 77(q)(a)(3)]. 

PRAYER FOR RELIEF 

 WHEREFORE, the Commission respectfully requests that the Court enter a Final 

Judgment: 

I. 

Permanently enjoining Rafiq and its agents, servants, employees and attorneys and all 

persons in active concert or participation with any of them from violating, directly or indirectly, 

Securities Act Sections 17(a) [15 U.S.C. § 77q(a)]; 

II. 

Ordering Defendant to pay civil monetary penalties under Securities Act Section 20(d) 

[15 U.S.C. § 77t(d)]; and 

  

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 12 

III. 

Granting any other and further relief this Court may deem just and proper. 

 
Dated: New York, New York 

March 12, 2021 

_/s/ Richard R. Best____   
Richard R. Best 
Sanjay Wadhwa 
Gerald A. Gross 
Jack Kaufman 
Liora Sukhatme 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
Brookfield Place  
200 Vesey Street, Suite 400 
New York, New York 10281-1022 
(212) 336-0106 (Kaufman) 
[email protected] 
 
  

Case 1:21-cv-02168   Document 1   Filed 03/12/21   Page 12 of 12


	Richard R. Best
	Sanjay Wadhwa
	Gerald A. Gross
	Jack Kaufman
	Liora Sukhatme
	Attorneys for Plaintiff
	SECURITIES AND EXCHANGE COMMISSION
	New York Regional Office
	Brookfield Place
	200 Vesey Street, Suite 400
	New York, New York 10281-1022
	(212) 336-0106 (Kaufman)
	[email protected]
	Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against Defendant Shamoon Omer Rafiq (a/k/a Shamoon Rafiq, Omer Rafiq, and Omar Rafiq) (“Rafiq” or “Defendant”), alleges as follows:
	SUMMARY OF ALLEGATIONS
	VIOLATIONS
	3. By virtue of the foregoing conduct and as alleged further herein, Defendant violated Sections 17(a)(1) and 17(a)(3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77q(a)(1) and 77q(a)(3)].
	4. Unless Defendant is restrained and enjoined, he will engage in the acts, practices, transactions, and courses of business set forth in this Complaint or in acts, practices, transactions, and courses of business of similar type and object.
	NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
	5. The Commission brings this action pursuant to the authority conferred upon it by Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)].
	6. The Commission seeks a final judgment: (a) permanently enjoining Defendant from violating the federal securities laws and rules this Complaint alleges they have violated; (b) ordering Defendant to pay civil money penalties pursuant to Securities Ac...
	JURISDICTION AND VENUE
	7. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a) [15 U.S.C. § 77v(a)].
	8. Defendant, directly and indirectly, has made use of the means or instrumentalities of interstate commerce or of the mails in connection with the transactions, acts, practices, and courses of business alleged herein.
	9. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)], as the offer or sale took place within the District.  Certain of the acts, practices, transactions, and courses of business alleged in this Complaint occurred with...
	DEFENDANT
	10. Shamoon Omer Rafiq, a/k/a Shamoon Rafiq, Omer Rafiq, and Omar Rafiq, age 47, is a Dutch citizen and, until at least recently, resided in Singapore.  In a separate earlier matter, on May 17, 2004, Rafiq was convicted in the Eastern District of New ...
	OTHER RELEVANT INDIVIDUALS AND ENTITIES
	11. Family Capital is a European family-owned firm, founded in 2010, that manages and invests the assets of the prominent family that owns it.
	12. Family Capital Executive 1 is the co-founder and CEO of Family Capital.
	13. Family Capital Executive 2 is a partner of Family Capital.
	14. NY Firm is an investment firm, located in New York, NY, which focuses on the secondary market for late stage, pre-IPO companies.
	15. NY Firm Partner is a partner at NY Firm.
	16. Investor A is a family-owned investment firm located in South America.  Investor A is a client of NY Firm.
	17. In or about July 2020, Rafiq began a scheme to defraud investors by offering to sell fictitious securities purportedly created by Family Capital.  To deceive potential investors, Rafiq created the appearance of legitimacy by falsely representing h...
	18. By at least July 2020, Rafiq began soliciting potential investors in New York, NY, and elsewhere, by falsely representing that he owned interests in a limited liability company (“Family Capital Tech Fund LLC” or “Family Tech Fund"), which Rafiq cl...
	19. One of the potential investors that Rafiq solicited to purchase his purported Family Tech Fund interests was a New York investment firm that focused on the secondary market for late-stage, pre-IPO companies (“NY Firm”).  On July 21, 2020, during a...
	20. As Rafiq knew, his statements to NY Firm Partner regarding the proposed investment during their July 21, 2020 call were false.  In fact: (i) Family Tech Fund did not exist and had never existed; (ii) Rafiq did not own any interest in an SPV that o...
	21. During the weeks following the July 21 call, NY Firm Partner introduced Rafiq to NY Firm’s client, Investor A, and negotiated on Investor A’s behalf its potential purchase of Rafiq’s purported interests in Family Tech Fund.  In emails to NY Firm P...
	22. Rafiq’s representations regarding his purported association with Family Capital helped convince Investor A to move forward with the proposed transaction.  For example, on August 5, 2020, Investor A’s representatives emailed Rafiq, “confirming [Inv...
	23. As part of his fraudulent scheme, in or about July 2020, Rafiq caused the creation of an email account with an address that closely resembled the genuine email address of Family Capital Executive 1, Family Capital’s co-founder and CEO, and a secon...
	24. To create the false impression that Family Capital knew of and approved the proposed transaction with NY Firm and Investor A, Rafiq caused to be sent to NY Firm and Investor A emails from the phony email addresses he caused to be created for Famil...
	25. On August 6, 2020, Rafiq caused a similar misleading response email to be sent from the Family Capital Executive 1 email address he used in his scheme, stating: “Given the situation in Beirut and that [Family Capital Executive 2]’s family members ...
	26. Rafiq used other similarly deceptive emails.  On August 12, 2020, he caused an email to be sent purportedly from Family Capital Executive 2 to NY Firm Partner, Investor A, and others.  The August 12 email requested that the recipients sign and ret...
	27. On or about August 13, 2020, an Investor A representative executed the Operating Agreement and the Subscription Agreement, and Investor A agreed to purchase Rafiq’s purported interests in Family Tech Fund for approximately $9 million.
	28. On or about August 13, 2020, Rafiq requested that Investor A wire transfer the $9 million to a Singapore bank account registered to an individual who, Rafiq claimed, was Rafiq’s account manager.  Rafiq told NY Firm Partner that Rafiq did not want ...
	29. On August 13, 2020, Rafiq again sent an email to the misleading Family Capital Executive 2 email address, copying NY Firm Partner and Investor A.  Rafiq’s August 13 email proposed that NY Firm set up the escrow account, and that the escrow agent w...
	30. On August 13, 2020, Rafiq caused an email to be sent from the misleading Family Capital Executive 2 email address to Rafiq, NY Firm Partner, Investor A, and others, stating “approved from our end.  Please initiate DocuSign process.”  Rafiq knew th...
	31. On August 13, 2020, Rafiq caused an email to be sent from the misleading Family Capital Executive 1 email address to NY Firm Partner, Investor A, and others, stating that Family Capital Executive 1 had “countersigned the SA [Subscription Agreement...
	32. On August 14, 2020, Investor A wire transferred approximately $9 million to an escrow account created to proceed with the purported transaction with Rafiq.  Shortly thereafter, NY Fund and Investor A became suspicious about the transaction.  Inves...
	33. In or about July and August 2020, Rafiq solicited other investment firms using the same false representations and misleading email accounts that he used to fraudulently solicit NY Firm.
	34. For example, beginning on or about July 10, 2020, Rafiq began soliciting an investment firm headquartered in Florida (“Florida Firm”).  Rafiq falsely represented to Florida Firm that he was a close associate of Family Capital, and Rafiq offered to...
	35. As Rafiq knew, his above statements to Florida Firm were false, and the documents he caused to be sent to Florida Firm were misleading, because Rafiq did not own any interest in an SPV with pre-IPO shares of Company A, and Family Tech Fund did not...
	36. On or about August 9, 2020, during its due diligence review of the proposed transaction, Florida Firm discovered Rafiq’s 2004 conviction (described in paragraph 10 above) and promptly terminated any further contact with Rafiq.
	Violations of Securities Act Sections 17(a)(1) and 17(a)(3)
	37. The Commission re-alleges and incorporates by reference here the allegations in paragraphs 1 through 36
	38. Defendant, directly or indirectly, singly or in concert, in the offer or sale of securities and by the use of the means or instruments of transportation or communication in interstate commerce or the mails, (1) knowingly or recklessly has employed...
	39. By reason of the foregoing, Defendant, directly or indirectly, singly or in concert, has violated and, unless enjoined, will again violate Securities Act Sections 17(a)(1) and 17(a)(3) [15 U.S.C. §§ 77q(a)(1) and 77(q)(a)(3)].
	PRAYER FOR RELIEF
	Dated: New York, New York
	Sanjay Wadhwa
	Gerald A. Gross
	Jack Kaufman
	Liora Sukhatme
	Attorneys for Plaintiff
	SECURITIES AND EXCHANGE COMMISSION
	New York Regional Office
	Brookfield Place
	200 Vesey Street, Suite 400
	New York, New York 10281-1022
	(212) 336-0106 (Kaufman)
	[email protected]