SEC v. Joseph Neal Sanberg, No. 8:25-cv-01848, District of Columbia (Aug. 21, 2025) — Complaint

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DANIEL S. LIM (Cal. Bar No. 292406)
Email: [email protected]
DOHOANG T. DUONG (Cal. Bar No. 219127)
Email: [email protected]
MATTHEW T. MONTGOMERY (Cal. Bar No. 260149)
Email: [email protected]
Attorney for Plaintiff
Securities and Exchange Commission
Brent W. Wilner, Associate Director
Douglas M. Miller, Supervisory Trial Counsel
444 S. Flower Street, Suite 900
Los Angeles, California 90071
Telephone: (323) 965-3998
Facsimile: (213) 443-1904
UNITED STATES DISTRICT COURT
CENTRAL DIS
TRICT OF CALIFORNIA
Southern Division
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
vs.
JOSEPH NEAL SANBERG,
Defendant.
Case No.
COMPLAINT
DEMAND FOR JURY TRIAL
Plaintiff Securities and Exchange Commission (“SEC” or the “Commission”)
alleges:
JURISDI
CTION AND VENUE
1.The Court has jurisdiction over this action pursuant to Sections 20(b),
20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§
77t(b), 77t
(d)(1) & 77v(a), and Sections 21(d)(1), 21(d)(3)(A), and 27(a) of the
Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1),

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78u(d)(3)(A), 78u(e) & 78aa(a).
2. Defendant Joseph Sanberg (“Defendant” or “Sanberg”) has, directly or
indirectly, made use of the means or instrumentalities of interstate commerce, of the
mails, or of the facilities of a national securities exchange in connection with the
transactions, acts, practices, and courses of business alleged in this complaint.
3. Venue is proper in this district pursuant to Section 22(a) of the Securities
Act, 15 U.S.C. § 77v(a), and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a),
because certain of the transactions, acts, practices and courses of conduct constituting
violations of the federal securities laws occurred within this district.  In addition,
venue is proper in this district because Defendant resides in this district.
SUMMARY
4. Between in or about January 2021 and December 2022, Sanberg, the co-
founder, board member, and shareholder of an environmental sustainability services
company, Aspiration Partners, Inc. (“Aspiration”), engaged in a scheme to artificially
inflate the company’s revenue in order to attract investors and increase the value of
its stock.  To carry out the scheme, Sanberg made materially false and misleading
statements to investors and engaged in other deceptive acts.
5. To make it appear as though Aspiration’s business was rapidly growing,
Sanberg recruited friends, associates, small businesses, and religious organizations
and presented them to Aspiration as bona fide customers who were fully committed
to paying large sums of money for Aspiration’s services.  These purported customers
signed “letters of intent” or other one-to-two-page agreements (“LOIs”) promising to
pay $25,000 to $750,000 on a recurring basis in return for the company’s
reforestation services.
6. In reality, however, these LOIs were a sham because the purported
customers (the “LOI Customers”) had no intention of paying for the sustainability
services they received from Aspiration.  In fact, Sanberg made it clear to the LOI
Customers that they did not actually have to pay for the services Aspiration provided.

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7. Sanberg just needed the LOI Customers to sign the sham LOIs so that
Aspiration could recognize the amounts in them as revenue, creating the false
appearance that Aspiration was experiencing “explosive growth” and allowing
Sanberg to tout Aspiration’s performance to investors looking to buy its stock.
8. To add apparent legitimacy to these sham LOIs and ensure that
Aspiration would continue recognizing the amounts on the LOIs as revenue, Sanberg
paid the initial payment obligations of the LOI Customers by either sending funds to
LOI Customers directly or sending funds to an entity that would then transfer those
funds to Aspiration.  Sanberg made these payments in a way to avoid detection by
Aspiration.
9. Even as Sanberg stopped paying LOI Customer obligations, and
Aspiration was left with a ballooning uncollected and aging receivable LOI balance,
the company continued to recognize the amounts on the LOIs as revenue.
10. Sanberg took several steps in furtherance of this fraudulent scheme.
Using his influence as a co-founder, large shareholder, and board member of the
company, he limited the access that Aspiration employees had to the LOI Customers
to avoid detection and continue his secret payments on their behalf.  Sanberg also
vouched for the LOI Customers and pushed for the amounts in the LOIs to be
recognized as revenue, even though the LOI Customers had no intention of making
payments and large portions of the purported revenue went uncollected.  In addition,
Sanberg made false and misleading statements about Aspiration’s revenue to
investors, saying things like the LOI Customers were “recurring, sticky and value-
add” when, in fact, the LOI Customers had no intention of paying for the
sustainability services they received from Aspiration.  Sanberg also led certain
investors to believe—falsely—that Aspiration’s revenue projections for fiscal year
2022 were over $100 million higher than what the company had stated publicly.
11. The purported LOI Customer revenue artificially increased Aspiration’s
revenue by approximately $44 million for fiscal year 2021, even though

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approximately $33,875,000 of that amount remained uncollected by December 31,
2021, and the rest had been paid by Sanberg.

12. In total, Sanberg’s scheme resulted in his recruiting approximately 27
LOI Customers between 2021 and 2022, all of whom were ostensibly required to pay
between $25,000 and $750,000 to Aspiration on a recurring basis.
13. Through his fraud, Sanberg raised more than $300 million from
investors who falsely believed Aspiration had a thriving environmental sustainability
services business.
14. By engaging in this conduct, Sanberg violated Section 17(a) of the
Securities Act, 15 U.S.C. § 77q(a)(3), and Section 10(b) of the Exchange Act, 15
U.S.C. § 78j(b), and Rule 10b-5 thereunder.
15. Accordingly, the SEC seeks an order against Defendant: permanently
enjoining him from future violations of these provisions and from participating in the
issuance, purchase, offer, or sale of any security other than for his own personal
accounts; requiring him to pay disgorgement of ill-gotten gains and prejudgment
interest; requiring him to pay civil monetary penalties; and imposing an officer-and-
director bar against him.
THE DEFENDANT
16. Joseph Neal Sanberg, age 46, resides in Anaheim, California.  He is a
co-founder and, until March 2025, was a member of the board of directors of
Aspiration.  Sanberg also controls several other entities.  Sanberg and his entities held
29.82% of Aspiration’s shares as of September 2021.
RELATED ENTITIES
17. Aspiration Partners, Inc. (n/k/a CTN Holdings, Inc.), a Delaware
corporation based in Marina del Rey, California, was formed in 2013 to provide
consumer banking services to consumers focused on environmental sustainability.  In
early 2024, Aspiration sold its financial services business and rebranded its carbon
business as Catona Climate Solutions LLC (“Catona”).  In or about March 2025,

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CTN Holdings, the parent company of Catona, filed for bankruptcy.  Neither
Aspiration nor its securities have been registered with the Commission in any
capacity.
18. InterPrivate Financial Partners III (“InterPrivate”), a Delaware
corporation based in New York, New York, was formed as a blank check company,
or Special Purpose Acquisition Company (“SPAC”), to pursue a business
combination.  InterPrivate’s securities are registered under Section 12(b) of the
Exchange Act and its common stock is quoted on the New York Stock Exchange
(ticker symbol: IPVF).  Starting in around August 2021, InterPrivate sought to
acquire Aspiration through a merger agreement that was ultimately terminated.
THE ALLEGATIONS
A. The Fraudulent Scheme
1. Sanberg’s Influence and Control Over Aspiration
19. In 2013, Sanberg co-founded Aspiration, a privately held financial
services company focused on environmental sustainability.
20. Sanberg was a large shareholder in and board member of Aspiration, and
exercised decision-making authority over its business operations and fund-raising
activities.
21. Sanberg was also personally and financially tied to the success of
Aspiration.
22. From March 2020 through at least November 2021, Sanberg obtained
more than $100 million in loans by pledging over ten million Aspiration shares as
collateral.
23. Sanberg made clear to others that maintaining and increasing the value
of Aspiration’s shares was important to him personally, and would also benefit
Aspiration.
24. For example, on November 29, 2020, Sanberg texted Aspiration’s co-
founder and Chief Executive Officer (“CEO”): “Figure out how to get me the money

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tomorrow or I’ll be in default.  It’s your turn to do what needs to be done. . . .  But if
you don’t get me the money tomorrow we are all f...ed.  Get me the money.  Your
turn to figure it out like I have for so long.  Wire it to the [Sanberg-entity] account.  If
you don’t then [the lender] will foreclose.  This will give you a good taste of what I
have to experience every day.  I hate you and I hate this company and I don’t want to
work anymore with you [ ].  You are so oblivious to what you’ve forced me to have
to do.”
2. Sanberg Takes Advantage of a New Line of Business
25. In late 2020, Aspiration began offering environmental sustainability
services directly to individual and corporate customers under a wholly owned
subsidiary called Aspiration Sustainable Impact Services, LLC (“ASIS”).
26. This new line of business offered carbon offsets and reforestation
services, i.e., tree-planting, where customers would pay Aspiration, which in turn
would pay a third party to plant trees.
27. Starting in or around December 2020, Sanberg began to recruit the LOI
Customers, including those friends and associates he directly communicated with and
those who heard about the opportunity from those friends and associates.
28. Sanberg made it clear to the LOI Customers he communicated with
directly that they could receive reforestation and carbon footprint reduction services
from Aspiration at no charge, through subsidies or “sponsorships.”
29. Specifically, Sanberg told them that he or his entities would pay
Aspiration, or provide the LOI Customers funds to pay Aspiration, for these services.
30. As a result of Sanberg’s representations, the LOI Customers believed
that they did not have to pay for Aspiration’s reforestation services, and had no
intention of paying for them.
3. Sanberg Has His Customers Sign Bogus “Letters of Intent”
31. Despite his verbal assurances to the LOI Customers that they need not
pay for the services they received from Aspiration, starting in or around January

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2021, Sanberg prepared, or caused others to prepare, LOIs that made it appear like
those customers were financially obligated to purchase a certain number of “trees per
month” in return for a monthly/quarterly fee to Aspiration.
32. These LOIs were illusory because they did not indicate that customers
were not actually obligated or expected to pay the monthly/quarterly fees.
33. The LOI Customers signed the LOIs, and Aspiration’s CEO counter-
signed them on behalf of Aspiration.
34. In 2021, Aspiration entered into approximately 27 LOIs and each of the
LOI Customers purportedly agreed to pay amounts ranging from $25,000 to $750,000
to Aspiration on a monthly/quarterly basis.
35. The chart below contains the initials of the LOI Customers, the effective
dates of the LOIs, and the purported monthly or quarterly payment obligations:
INITIALS DATES AMOUNT
A.P.M.                           1/1/2021                               $500,000
D.                                   1/1/2021                                   $250,000
G.P.M.S.                        1/1/2021                        $50,000
G.B. (assigned to
S.B.)
1/1/2021                               $350,000
3.E.                                2/1/2021                                $250,000
C.M.                              2/1/2021                               $50,000
C.E.                               2/1/2021                               $100,000
E.L.F.                            2/1/2021                              $50,000
F.A.V.R.                        2/1/2021                        $50,000
F.A.                               2/1/2021                               $50,000
J.M.                               2/1/2021                               $50,000
Y.I.N.B.H.                     2/1/2021                     $25,000
E.P. 3/1/2021 (amended from
2/1/2021 LOI)
$425,000
M.E. 3/1/2021 (amended from
2/1/2021 LOI)
$100,000
5.N.A.V.                        3/1/2021                        $50,000
D.D.C.                           3/1/2021                               $150,000
G.R.                               3/1/2021                               $50,000
N.C.                               3/1/2021                               $25,000
O.C.                               3/1/2021                               $50,000

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O.                                   3/1/2021                                   $50,000
S.S.E.                             3/1/2021                               $75,000
V.                                   3/1/2021                                   $50,000
W.                                  3/1/2021                                  $50,000
W.P.                               3/1/2021                               $50,000
A.C.D.                           6/1/2021                               $750,000
H.L.I.                             6/1/2021                               $300,000
S.I.                                 6/1/2021                                 $50,000
4. Sanberg Limits Access to the LOI Customers
36. Sanberg tightly controlled Aspiration’s communications with the LOI
Customers, preventing Aspiration from conducting onboarding procedures designed
to, inter alia, ensure that Aspiration’s customers could meet their financial
obligations.
37. Sanberg even had to approve the process by which invoices were sent to
LOI Customers.
38. For example, on February 17, 2021, when Aspiration’s CEO emailed
Sanberg asking for an LOI Customer’s address to send an invoice, Sanberg replied:
“You should send it to me.  And for all my relationships with [the LOI Customers]
please email me the invoices to pass on.”
39. Similarly, on March 26, 2021, when Aspiration’s CEO asked Sanberg
for his permission to send February and March 2021 invoices to an LOI Customer,
Sanberg permitted the executive to send only one of the two invoices.
5. Sanberg Secretly Makes Payments for the LOI Customers
40. Despite the purportedly binding payment obligations imposed on LOI
Customers, Sanberg made any and all payments on their behalf.
41.  Sanberg did this by sending funds from bank accounts he controlled to
either the LOI Customer or Aspiration.
42. As one example, Sanberg paid the LOI Customer obligations by sending
funds to the LOI Customer, as follows:

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a. On June 4, 2021, Aspiration emailed the March invoice to E.P. for
$425,000;
b. On June 14, 2021, Aspiration emailed the April invoice to E.P. for
$425,000;
c. On June 14, 2021, Sanberg wired $450,000 from a bank account
he controlled to E.P.;
d. On June 15, 2021, E.P. wired $425,000 to Aspiration;
e. On June 15, 2021, Sanberg wired $450,000 from a bank account
he controlled to E.P.; and
f. On June 15, 2021, E.P. wired $425,000 to Aspiration.
43. As another example, Sanberg paid the LOI Customer obligations by
sending funds first to a separate entity, which would then send those funds to
Aspiration, as follows:
a.  On March 19, 2022, Aspiration emailed a September 2021
invoice to S.B.;
b. On March 22, 2022, Sanberg wired $350,000 from a bank account
he controlled to a separate entity affiliated with Sanberg;
c. On March 22, 2022, that entity transferred the $350,000 to
Aspiration, with a description indicating that the funds were for
S.B.’s invoice.
44. In these ways, Sanberg provided and sent the funds for every payment
that was made by an LOI Customer to Aspiration from 2021 to 2022.  These
payments totaled approximately $33,575,000.
6. Aspiration’s Artificially Inflated Revenues Are Recognized
and Disseminated to the Public
45. In or around March 2021, Aspiration sought to become a public
company through a SPAC merger.  In pursuit of this goal, Aspiration hired KPMG to
conduct an audit of Aspiration’s finances.

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46. KPMG considered Aspiration’s expected revenue stream from LOI
Customers an important factor in its audit.
47. With Sanberg’s support, Aspiration recognized the revenue purportedly
generated by the LOI Customers as actual revenue, despite the fact that Sanberg had
agreed to cover their payments and despite concerns among Aspiration’s finance
department regarding the collectability of such payments.
48. The revenue recognized from LOI Customers represented a significant
portion of Aspiration’s overall revenue for fiscal year 2021.
49. Specifically, for fiscal year 2021, LOI Customer revenue accounted for
approximately $44 million of Aspiration’s $100.6 million in recognized revenue.
Aspiration recognized this approximate $44 million in LOI Customer revenue, even
though approximately $33,875,000 million remained uncollected as of December 31,
2021.
50. On August 18, 2021, Aspiration announced the proposed SPAC merger
with InterPrivate in a joint press release that was attached to a publicly filed Form
8-K.
51. In an August 2021 investor presentation, which was attached to
Aspiration’s Form 8-K filed on August 18, 2021, Aspiration titled a slide “Explosive
growth from a standing start” and noted its “Corporate ESG [or Environmental,
Social, and Governance] Business has Scaled Rapidly . . .”
52. The slide showed significant growth in Aspiration’s annual recurring
revenue in the first two quarters of 2021, referring to the number of “corporate
clients” (i.e., primarily the LOI Customers) and revenue from the same.
53. In a Form S-4 filed on February 15, 2022, InterPrivate included
Aspiration’s results of operations for the nine months ended September 30, 2021,
which compared to the nine months ended September 30, 2020, showing that
“[e]nterprise sustainability services revenue” went from $0 in 2020 to $33.7 million
in 2021.

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54. The same Form S-4 showed that Aspiration’s total revenue went from
$9.2 million for the nine months ended September 30, 2020 to $62 million for the
nine months ended September 30, 2021.
55. In a press release a few days later, Aspiration’s CEO stated: “Our results
for the fourth quarter and full year 2021 demonstrate Aspiration’s key role at the
forefront of driving the sustainability revolution” and “Aspiration’s strong, ongoing
growth in revenues and gross profits reinforces the power of our differentiated
business model . . . .”
56. In the same press release, Aspiration announced that its total revenue in
2021 was $100.6 million, “up 584%” from 2020 due in part to “Enterprise
Sustainability Services.”
7. Sanberg Solicits Investors by Touting the Artificially Inflated
Revenues
57. Between September and December 2021, Investor 1 purchased over $50
million in Aspiration stock.
58. Before Investor 1 made this investment, Sanberg touted Aspiration’s
successes and profitability in the corporate ESG sector to Investor 1’s Chief
Investment Officer (“CIO”) in person and over the phone, making materially false
and misleading statements to Investor 1 in the process.
59. As an example, Sanberg touted how Aspiration’s ESG business
“represented a large area of profitability” for the company.
60. Further, on February 17, 2022, shortly after the investment and as a
lulling tactic, Sanberg emailed Investor 1’s CIO with a subject line “analysis of
Aspiration 4Q results,” noting that “Aspiration produced $100mm of revenue” in
2021, and touting how Aspiration was “growing as fast/faster” and “a lot more
efficiently and profitably than projected.”
61. Investor 1’s CIO considered these representations about Aspiration’s
successes in the corporate ESG sector and rapid growth to be “extremely important”

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in Investor 1’s decision to purchase Aspiration stock, as it made the company look
“incredibly well” financially.
62. On December 15, 2021, Investor 2 purchased $250 million in Aspiration
stock through a special purpose entity.
63. Prior to this investment, on September 2, 2021, Aspiration shared
detailed financials with Investor 2, including the purported revenue from LOI
Customers for the first half of 2021.
64. On September 8, 2021, after reviewing the financials, Investor 2’s
managing director asked, among other things, about the average term of the
agreements that LOI Customers were signed up to and whether they were “one-off
consulting agreements.”
65. On the same day, Sanberg emailed a reply to Investor 2’s question,
saying that the agreements with LOI Customers were “definitely not one-off
consulting agreements” and “we are engaging our corporate clients in long term
relationship[s].”
66. In that same email, Sanberg said he “wanted to call out this point
because I think it’s such a big deal” and noted that Aspiration’s relationship with the
LOI Customers was “recurring, sticky and value-add” in nature.
67. In an October 12, 2021 email, Sanberg told Investor 2 about a specific
LOI Customer, E.P., saying that it was “carbon neutral through Aspiration” and that
he expected “more opportunities for deals like this.”
68. Investor 2 considered these representations regarding the purported
success, long-term relationship, and revenue generated from the LOI Customers to be
important in its decision to invest.
8. Sanberg Further Inflates the Already Inflated Revenues
69. At the start of 2022, Aspiration hoped to take advantage of its
purportedly strong 2021 financial performance, based in large part on “revenue”
generated by the LOI Customers, and use it to attract even more investors.

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70. InterPrivate included in its February 15, 2022 Form S-4 that Aspiration
expected an estimated $254 million in total revenue for fiscal year 2022.  The Form
S-4 also contained a “Letter from the Co-Founders” of Aspiration—identified as the
CEO and Sanberg—to “Prospective Shareholders,” stating that the enterprise
sustainability services revenue for the nine months ended September 30, 2021
“represents a significant avenue for future growth.”
71. Despite these estimates in the Form S-4, Sanberg wanted to separately
present much higher projections (i.e., $385-to-$386 million) to select, potential
investors who had signed confidentiality agreements.
72. Aspiration’s Chief Financial Officer (“CFO”) disagreed with Sanberg on
this approach, due to issues with recognizing and collecting LOI Customer revenue,
and expressed a preference for sharing the publicly disclosed, lower projection.
73. Specifically, on March 14, 2022, the CFO informed Sanberg: “We do
have some revenue recognition risk that I wanted to outline for you. . . .  As such, we
may not be able to recognize all the revenues outlined [in Sanberg’s higher
projections].”
74. In that same email, the CFO told Sanberg: “There is also risk with the
existing Enterprise business.[]  Our collection has been poor and KPMG may push us
to reverse or write off some revenue.  But our main challenge today is revenue
recognition. . . .  Considering the revenue recognition risk, my recommendation is to
go out with one set of projections ($255M).”
75. On March 31, 2022, the Aspiration board, which included Sanberg,
received the company’s 2022 budget, which forecasted the lower $255 million in
revenue for fiscal year 2022, largely driven by a forecast of $150 million in
“[e]nterprise sustainability revenue.”
76. However, Sanberg still insisted on showing select investors the higher
projections.

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77. After the March 31, 2022 email to Aspiration’s board with the lower
forecast, Sanberg went forward with circulating the higher projections to prospective
investors who had signed confidentiality agreements.
78. On April 6, 2022, Sanberg emailed a prospective investor this
confidential “Investor Addendum,” which projected that Aspiration would achieve
“$386 million in total revenues in 2022” and discussed “strong demand generated by
our Enterprise business.”
79. In the same April 6, 2022 email, Sanberg told the potential investor that
the Investor Addendum contained “internal projections” that were “substantially
ahead of the public projections that Aspiration disclosed to the marketplace.”
80. Sanberg was also copied on an April 25, 2022 email from an Aspiration
executive to another prospective investor containing the higher 2022 revenue
projections—i.e., more than $385 million in revenue for fiscal year 2022 based on
expected revenue of over $280 million in “Enterprise Sustainability Services”—and
purported actual revenue from LOI Customers in 2021.  In this email, the executive
similarly told this prospective investor that the higher projections were “based on our
internal targets rather than the more conservative numbers we’ve shared publicly.”
81. The prospective investors who received these inflated projections
considered them important in deciding whether to invest in Aspiration.
9. Sanberg Obtained Money and Shares from Aspiration as a
Result of the Artificially Inflated Revenue
82. Sanberg received significant compensation from Aspiration between
2021 and 2022 for his work recruiting LOI Customers.
83. For example, on April 12, 2021, an Aspiration board resolution granted
Sanberg an option to purchase 3,338,809 shares of Aspiration stock.
84. Aspiration’s CEO later memorialized this grant by signing an Aspiration
services contract dated September 13, 2021, which stated that “in exchange for
Joseph Sanberg’s advisory services related to Aspiration Sustainable Impact Services

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LLC . . . the Company has offered 3,338,809 common stock options of the Company
to Joseph Sanberg [] in consideration for these services.”
85. In September 2021, Aspiration internally valued 3,338,809 in its
common stock at tens of millions of dollars.
86.  Aspiration’s CEO signed another services contract dated July 29, 2021,
which obligated Aspiration to pay one of Sanberg’s entities $475,000 “in exchange
for Joseph Sanberg’s services related to Aspiration’s Sustainable Impact Services
LLC.”
87. Aspiration’s CEO signed another services contract dated August 30,
2021, which obligated Aspiration to pay one of Sanberg’s entities $550,000 and
specified that the payment was “related to Aspiration Sustainable Impact Services
LLC.”
88. Aspiration’s CEO signed another Aspiration services contract dated
September 30, 2021, which obligated Aspiration to pay one of Sanberg’s entities
$525,316 “in exchange for Joseph Sanberg’s services related to [Aspiration’s]
sustainability impact business.”  An identical contract dated October 22, 2021, for
$512,476, was also signed by the CEO.
89. In all, in 2021, Aspiration paid Sanberg and his entities over $3.6 million
in cash.
90. In addition, during its January 2022 meeting, the Aspiration board
granted Sanberg a one-time cash bonus of $8,000,000, deeming such a grant
“advisable and in the in best interests of the Company.”
91. In the same January 2022 meeting, the Aspiration board approved the
grant of “9,000,000 shares of fully vested Restricted Stock to Joseph Sanberg . . . to
reward Mr. Sanberg for his service to the Company and in order to incent Mr.
Sanberg to continue his service to the Company.”
92. In all, in 2022, Aspiration paid Sanberg and his entities approximately
$8 million in cash.

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93. As of December 31, 2022, Sanberg and his entities owned more than 33
million shares of Aspiration stock, representing 24.8% of all outstanding shares of the
company.
94. Aspiration made these lucrative payouts to Sanberg despite having low
cash reserves and employees expressing concerns over Aspiration’s ballooning
accounts receivable and accounts payable balances.
95. Moreover, Sanberg used a portion of millions of dollars he obtained
from Aspiration to pay the monthly/quarterly fees owed by the LOI Customers.
96. For example, Sanberg used nearly $2.3 million of his aforementioned $8
million cash bonus from January 2022 to pay invoices for approximately five LOI
Customers in early February 2022.
10. Sanberg’s Inflated Revenue Scheme Falls Apart
97. In 2022, revenue from the LOI Customers accounted for over $40
million of Aspiration’s $216,764,449 in recognized revenue.
98. However, Aspiration’s accounts receivable balance had increased to
approximately $104 million by June 2022, higher than the entirety of the company’s
2021 revenue.
99. On March 18, 2022, an Aspiration accountant lodged an internal
complaint to express concerns about “related party transactions” pertaining to
Aspiration’s reforestation services business, lack of supporting documentation for
LOI Customer revenue, Aspiration’s uncollected balances, and invoicing issues.
100. As a result, the Aspiration board agreed to form a Special Committee to
investigate these concerns.  By April 5, 2022, all board members, including Sanberg,
signed the “Action by Written Consent of the Board” establishing the Special
Committee.
101. On or about July 5, 2022, after the creation of the Special Committee,
KPMG resigned as Aspiration’s outside auditor, citing, among other factors, “revenue
transactions that had characteristics of fraud.”

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102. In late 2022, Aspiration’s new management launched a revenue
remediation project that resulted in Aspiration restating its financial statements for
fiscal years 2021 and 2022.
103. In August 2023, InterPrivate announced that it was abandoning its SPAC
merger with Aspiration.
B.   Sanberg’s False and Misleading Statements
104. In furtherance of and in connection with the fraudulent scheme to
artificially inflate Aspiration’s revenue, Sanberg made various false and misleading
representations to investors.
105. Sanberg was the maker of these false and misleading statements because
he had ultimate authority over their content and/or approved their dissemination.
106. Sanberg’s false and misleading statements were material in that they
would have been viewed by a reasonable investor as important in making an
investment decision and as having significantly altered the total mix of information
made available to the investor.
107. First, Sanberg represented to investors that Aspiration’s LOI Customer
business—which was referred to as Aspiration’s corporate ESG business, Enterprise
Sustainability business, or ASIS business—was highly successful and profitable.
108. Second, he represented to investors that LOI Customers were long-term
customers.
109. Third, he specifically identified a few specific LOI Customers for
investors, to prove that they existed.
110. Fourth, he circulated to investors inflated 2022 projections that were
premised on revenue from the LOI Customers.
111. All of these representations were materially false and misleading
because Sanberg omitted the fact that he assured the LOI Customers they would not
have to pay for Aspiration’s services, that the LOI Customer revenue was predicated
on Sanberg paying the monthly/quarterly fees on behalf of the LOI Customers, that

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Sanberg was partially relying on money he obtained from Aspiration to cover those
monthly/quarterly payments, and that a significant portion of the LOI Customer
revenue remained uncollected.
112. In addition, with respect to the 2022 projections, Sanberg omitted that
Aspiration’s CFO expressed concerns about the collectability of the projected
revenue and its ability to be recognized as revenue.
C. Sanberg Acted with Scienter and Negligently
113. Sanberg acted with scienter in carrying out the scheme to defraud and in
making the false and misleading statements to investors.  Sanberg also acted
negligently in carrying out his scheme and in making the false and misleading
statements, that is, Sanberg failed to exercise the level of care that a reasonable
person would have exercised under the same circumstances.
114. Sanberg’s scienter and failure to act reasonably under the circumstances
is demonstrated, in part, by the following:
(a) Sanberg knew, or was reckless and negligent for not knowing, that
the LOIs were artificially inflating Aspiration’s revenue, both internally and to the
public, because he assured LOI Customers they did not actually have to make the
payments set forth in the LOIs.
(b) Sanberg paid the invoices sent to the LOI Customers by either
paying Aspiration or by wiring money to the LOI Customers for the customers to pay
Aspiration.
(c) Sanberg limited Aspiration’s communication with the LOI
Customers, controlling who could send invoices to them, and how many invoices
could be sent at one time.
(d) Sanberg ensured that little to no due diligence was done on the
LOIs themselves, including on the identity and paying ability of the LOI Customers.
(e) Despite knowing that he told LOI Customers they would not have
to pay for Aspiration’s services, and that most of the LOI Customer

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monthly/quarterly payments were not actually being made, Sanberg touted the LOI
Customers to Aspiration investors, calling them “a big deal” and claiming they were
“recurring, sticky and value-add.”
(f) Despite knowing that his inflated 2022 projections were based on
LOI Customer revenue that he financed and was largely uncollected, Sanberg created,
advocated for, and disseminated to investors those inflated projections.
(g) Sanberg knew, or was reckless and negligent for not knowing, that
the inflated 2022 projections were riddled with revenue recognition issues, as
specifically outlined for him by Aspiration’s CFO, before he sent them out to
investors.

FIRST CLAIM FOR RELIEF
Fraud in Connection with the Purchase or Sale of Securities
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
115. The SEC realleges and incorporates by reference paragraphs 1 through
114 above.
116. In connection with the purchase or sale of securities, Sanberg engaged in
a scheme to defraud and made material misstatements, false statements, and
omissions to investors.  Specifically, Sanberg (1) recruited LOI Customers to buy
Aspiration’s tree-planting services and maintained exclusive relationships with them;
(2) had LOI Customers sign LOIs that purportedly obligated them to pay Aspiration
over a long period of time but assured them that they would not actually have to do
so; (3) made those payments himself through accounts he controlled and, in some
cases, with money Aspiration paid him; (4) ensured that Aspiration recognized such
payments and uncollected LOI Customer payments as revenue even though LOI
Customers did not pay the amounts due and the LOIs themselves were not properly
vetted; (5) made false statements to investors that such “revenue” was a sign of
Aspiration’s long-term success; and (6) lulled investors with financials showing such
purported revenue.

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117. By engaging in the conduct described above, Sanberg, with scienter,
directly or indirectly, in connection with the purchase or sale of a security, and by the
use of means or instrumentalities of interstate commerce, of the mails, or of the
facilities of a national securities exchange: (a) employed devices, schemes, or
artifices to defraud; (b) made untrue statements of a material fact or omitted to state a
material fact necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading; or (c) engaged in acts,
practices, or courses of business which operated or would operate as a fraud or deceit
upon other persons.
118. By engaging in the conduct described above, Sanberg violated, and
unless restrained and enjoined will continue to violate, Section 10(b) of the Exchange
Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5.
SECOND CLAIM FOR RELIEF
Fraud in the Offer or Sale of Securities
Violations of Sections 17(a) of the Securities Act
119. The SEC realleges and incorporates by reference paragraphs 1 through
114 above.
120. In the offer or sale of securities, Sanberg engaged in a scheme to defraud
and made material misstatements, false statements, and omissions to investors.
Specifically, Sanberg (1) recruited LOI Customers to buy Aspiration’s tree-planting
services and maintained exclusive relationships with them; (2) had LOI Customers
sign LOIs that purportedly obligated them to pay Aspiration over a long period of
time but assured them that they would not actually have to do so; (3) made those
payments himself through accounts he controlled and, in some cases, with money
Aspiration paid him; (4) ensured that Aspiration recognized such payments and
uncollected LOI Customer payments as revenue even though LOI Customers did not
pay the amounts due and the LOIs themselves were not properly vetted; (5) made
false statements to investors that such “revenue” was a sign of Aspiration’s long-term

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success; (6) lulled investors with financials showing the purported revenue; and (7)
disseminated false, unsupported, and inflated projections to prospective investors.
121. By engaging in the conduct described above, Sanberg, with scienter,
directly or indirectly, in the offer or sale of securities by the use of means or
instruments of transportation or communication in interstate commerce or by use of
the mails (a) employed devices, schemes, or artifices to defraud; (b) obtained money
or property by means of untrue statements of a material fact or by omitting to state a
material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; or (c) engaged in
transactions, practices, or courses of business which operated or would operate as a
fraud or deceit upon the purchaser.
122. By engaging in the conduct described above, Sanberg violated, and
unless restrained and enjoined will continue to violate, Section 17(a) of the Securities
Act, 15 U.S.C. § 77q(a).
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court:
I.
Issue findings of fact and conclusions of law that Defendant committed the
alleged violations.
II.
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently enjoining Defendant and his agents, servants,
employees, and attorneys, and those persons in active concert or participation with
any of them, who receive actual notice of the judgment by personal service or
otherwise, and each of them, from violating Sections 17(a) of the Securities Act [15
U.S.C. § 77q(a)], and Section 10(b) of the Exchange Act [15 U.S.C. §§ 78j(b)] and
Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

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III.
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently enjoining Defendant from directly or indirectly,
including, but not limited to, through any entity he owns or controls, participating in
the issuance, purchase, offer, or sale of any security, provided, however, that such
injunction shall not prevent him from purchasing or selling securities for his own
personal accounts.
IV.
 Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. §
78u(d)(2)] and/or Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)], prohibiting
Defendant from acting as an officer or director of any issuer that has a class of
securities registered pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l] or
that is required to file reports pursuant to Section 15(d) of the Exchange Act [15
U.S.C. § 78o(d)].
V.
Order Defendant to disgorge all funds received from his illegal conduct,
together with prejudgment interest thereon, pursuant to Exchange Act Sections
21(d)(3), 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(3); 78u(d)(5) and 78u(d)(7)].
VI.
Order Defendant to pay civil penalties under Section 20(d) of the Securities
Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. §
78u(d)(3)] for their violations of the federal securities laws.
VII.
Retain jurisdiction of this action in accordance with the principles of equity and
the Federal Rules of Civil Procedure in order to implement and carry out the terms of
all orders and decrees that may be entered, or to entertain any suitable application or
motion for additional relief within the jurisdiction of this Court.

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VIII.
Grant such other and further relief as this Court may determine to be just and
necessary.

Dated:  August 21, 2025
/s/ Daniel S. Lim
Daniel S. Lim
Attorney for Plaintiff
Securities and Exchan
ge Commission

Jury Demand
 The SEC demands trial by jury on liability.

Dated:  August 21, 2025
/s/ Daniel S. Lim
Daniel S. Lim
Attorney for Plaintiff
Securities and Exchan
ge Commission



			

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DANIEL S. LIM (Cal. Bar No. 292406) 
Email: [email protected]   
DOHOANG T. DUONG (Cal. Bar No. 219127) 
Email: [email protected] 
MATTHEW T. MONTGOMERY (Cal. Bar No. 260149) 
Email: [email protected]  

Attorney for Plaintiff 
Securities and Exchange Commission 
Brent W. Wilner, Associate Director 
Douglas M. Miller, Supervisory Trial Counsel 
444 S. Flower Street, Suite 900 
Los Angeles, California 90071 
Telephone: (323) 965-3998 
Facsimile: (213) 443-1904 

UNITED STATES DISTRICT COURT 
CENTRAL DISTRICT OF CALIFORNIA 

Southern Division 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

vs. 

JOSEPH NEAL SANBERG, 

Defendant. 

Case No.  

COMPLAINT 

DEMAND FOR JURY TRIAL  

Plaintiff Securities and Exchange Commission (“SEC” or the “Commission”) 

alleges: 

JURISDICTION AND VENUE 
1. The Court has jurisdiction over this action pursuant to Sections 20(b),

20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§ 

77t(b), 77t(d)(1) & 77v(a), and Sections 21(d)(1), 21(d)(3)(A), and 27(a) of the 

Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1), 

Case 8:25-cv-01848     Document 1     Filed 08/21/25     Page 1 of 23   Page ID #:1



 

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78u(d)(3)(A), 78u(e) & 78aa(a). 

2. Defendant Joseph Sanberg (“Defendant” or “Sanberg”) has, directly or 

indirectly, made use of the means or instrumentalities of interstate commerce, of the 

mails, or of the facilities of a national securities exchange in connection with the 

transactions, acts, practices, and courses of business alleged in this complaint.  

3. Venue is proper in this district pursuant to Section 22(a) of the Securities 

Act, 15 U.S.C. § 77v(a), and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a), 

because certain of the transactions, acts, practices and courses of conduct constituting 

violations of the federal securities laws occurred within this district.  In addition, 

venue is proper in this district because Defendant resides in this district.   

SUMMARY 
4. Between in or about January 2021 and December 2022, Sanberg, the co-

founder, board member, and shareholder of an environmental sustainability services 

company, Aspiration Partners, Inc. (“Aspiration”), engaged in a scheme to artificially 

inflate the company’s revenue in order to attract investors and increase the value of 

its stock.  To carry out the scheme, Sanberg made materially false and misleading 

statements to investors and engaged in other deceptive acts. 

5. To make it appear as though Aspiration’s business was rapidly growing, 

Sanberg recruited friends, associates, small businesses, and religious organizations 

and presented them to Aspiration as bona fide customers who were fully committed 

to paying large sums of money for Aspiration’s services.  These purported customers 

signed “letters of intent” or other one-to-two-page agreements (“LOIs”) promising to 

pay $25,000 to $750,000 on a recurring basis in return for the company’s 

reforestation services.   

6. In reality, however, these LOIs were a sham because the purported 

customers (the “LOI Customers”) had no intention of paying for the sustainability 

services they received from Aspiration.  In fact, Sanberg made it clear to the LOI 

Customers that they did not actually have to pay for the services Aspiration provided.   

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7. Sanberg just needed the LOI Customers to sign the sham LOIs so that 

Aspiration could recognize the amounts in them as revenue, creating the false 

appearance that Aspiration was experiencing “explosive growth” and allowing 

Sanberg to tout Aspiration’s performance to investors looking to buy its stock.  

8. To add apparent legitimacy to these sham LOIs and ensure that 

Aspiration would continue recognizing the amounts on the LOIs as revenue, Sanberg 

paid the initial payment obligations of the LOI Customers by either sending funds to 

LOI Customers directly or sending funds to an entity that would then transfer those 

funds to Aspiration.  Sanberg made these payments in a way to avoid detection by 

Aspiration.   

9. Even as Sanberg stopped paying LOI Customer obligations, and 

Aspiration was left with a ballooning uncollected and aging receivable LOI balance, 

the company continued to recognize the amounts on the LOIs as revenue.   

10. Sanberg took several steps in furtherance of this fraudulent scheme.  

Using his influence as a co-founder, large shareholder, and board member of the 

company, he limited the access that Aspiration employees had to the LOI Customers 

to avoid detection and continue his secret payments on their behalf.  Sanberg also 

vouched for the LOI Customers and pushed for the amounts in the LOIs to be 

recognized as revenue, even though the LOI Customers had no intention of making 

payments and large portions of the purported revenue went uncollected.  In addition, 

Sanberg made false and misleading statements about Aspiration’s revenue to 

investors, saying things like the LOI Customers were “recurring, sticky and value-

add” when, in fact, the LOI Customers had no intention of paying for the 

sustainability services they received from Aspiration.  Sanberg also led certain 

investors to believe—falsely—that Aspiration’s revenue projections for fiscal year 

2022 were over $100 million higher than what the company had stated publicly.    

11. The purported LOI Customer revenue artificially increased Aspiration’s 

revenue by approximately $44 million for fiscal year 2021, even though 

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approximately $33,875,000 of that amount remained uncollected by December 31, 

2021, and the rest had been paid by Sanberg.     

12. In total, Sanberg’s scheme resulted in his recruiting approximately 27 

LOI Customers between 2021 and 2022, all of whom were ostensibly required to pay 

between $25,000 and $750,000 to Aspiration on a recurring basis.   

13. Through his fraud, Sanberg raised more than $300 million from 

investors who falsely believed Aspiration had a thriving environmental sustainability 

services business.   

14. By engaging in this conduct, Sanberg violated Section 17(a) of the 

Securities Act, 15 U.S.C. § 77q(a)(3), and Section 10(b) of the Exchange Act, 15 

U.S.C. § 78j(b), and Rule 10b-5 thereunder.     

15. Accordingly, the SEC seeks an order against Defendant: permanently 

enjoining him from future violations of these provisions and from participating in the 

issuance, purchase, offer, or sale of any security other than for his own personal 

accounts; requiring him to pay disgorgement of ill-gotten gains and prejudgment 

interest; requiring him to pay civil monetary penalties; and imposing an officer-and-

director bar against him. 

THE DEFENDANT 
16. Joseph Neal Sanberg, age 46, resides in Anaheim, California.  He is a 

co-founder and, until March 2025, was a member of the board of directors of 

Aspiration.  Sanberg also controls several other entities.  Sanberg and his entities held 

29.82% of Aspiration’s shares as of September 2021.   

RELATED ENTITIES 
17. Aspiration Partners, Inc. (n/k/a CTN Holdings, Inc.), a Delaware 

corporation based in Marina del Rey, California, was formed in 2013 to provide 

consumer banking services to consumers focused on environmental sustainability.  In 

early 2024, Aspiration sold its financial services business and rebranded its carbon 

business as Catona Climate Solutions LLC (“Catona”).  In or about March 2025, 

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CTN Holdings, the parent company of Catona, filed for bankruptcy.  Neither 

Aspiration nor its securities have been registered with the Commission in any 

capacity. 

18. InterPrivate Financial Partners III (“InterPrivate”), a Delaware 

corporation based in New York, New York, was formed as a blank check company, 

or Special Purpose Acquisition Company (“SPAC”), to pursue a business 

combination.  InterPrivate’s securities are registered under Section 12(b) of the 

Exchange Act and its common stock is quoted on the New York Stock Exchange 

(ticker symbol: IPVF).  Starting in around August 2021, InterPrivate sought to 

acquire Aspiration through a merger agreement that was ultimately terminated. 

THE ALLEGATIONS 
A. The Fraudulent Scheme 

1. Sanberg’s Influence and Control Over Aspiration  
19. In 2013, Sanberg co-founded Aspiration, a privately held financial 

services company focused on environmental sustainability.   

20. Sanberg was a large shareholder in and board member of Aspiration, and 

exercised decision-making authority over its business operations and fund-raising 

activities.     

21. Sanberg was also personally and financially tied to the success of 

Aspiration. 

22. From March 2020 through at least November 2021, Sanberg obtained 

more than $100 million in loans by pledging over ten million Aspiration shares as 

collateral.    

23. Sanberg made clear to others that maintaining and increasing the value 

of Aspiration’s shares was important to him personally, and would also benefit 

Aspiration.    

24. For example, on November 29, 2020, Sanberg texted Aspiration’s co-

founder and Chief Executive Officer (“CEO”): “Figure out how to get me the money 

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tomorrow or I’ll be in default.  It’s your turn to do what needs to be done. . . .  But if 

you don’t get me the money tomorrow we are all f…ed.  Get me the money.  Your 

turn to figure it out like I have for so long.  Wire it to the [Sanberg-entity] account.  If 

you don’t then [the lender] will foreclose.  This will give you a good taste of what I 

have to experience every day.  I hate you and I hate this company and I don’t want to 

work anymore with you [ ].  You are so oblivious to what you’ve forced me to have 

to do.”   

2. Sanberg Takes Advantage of a New Line of Business  
25. In late 2020, Aspiration began offering environmental sustainability 

services directly to individual and corporate customers under a wholly owned 

subsidiary called Aspiration Sustainable Impact Services, LLC (“ASIS”).   

26. This new line of business offered carbon offsets and reforestation 

services, i.e., tree-planting, where customers would pay Aspiration, which in turn 

would pay a third party to plant trees.    

27. Starting in or around December 2020, Sanberg began to recruit the LOI 

Customers, including those friends and associates he directly communicated with and 

those who heard about the opportunity from those friends and associates. 

28. Sanberg made it clear to the LOI Customers he communicated with 

directly that they could receive reforestation and carbon footprint reduction services 

from Aspiration at no charge, through subsidies or “sponsorships.”   

29. Specifically, Sanberg told them that he or his entities would pay 

Aspiration, or provide the LOI Customers funds to pay Aspiration, for these services.   

30. As a result of Sanberg’s representations, the LOI Customers believed 

that they did not have to pay for Aspiration’s reforestation services, and had no 

intention of paying for them.   

3. Sanberg Has His Customers Sign Bogus “Letters of Intent” 
31. Despite his verbal assurances to the LOI Customers that they need not 

pay for the services they received from Aspiration, starting in or around January 

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2021, Sanberg prepared, or caused others to prepare, LOIs that made it appear like 

those customers were financially obligated to purchase a certain number of “trees per 

month” in return for a monthly/quarterly fee to Aspiration.   

32. These LOIs were illusory because they did not indicate that customers 

were not actually obligated or expected to pay the monthly/quarterly fees.   

33. The LOI Customers signed the LOIs, and Aspiration’s CEO counter-

signed them on behalf of Aspiration.  

34. In 2021, Aspiration entered into approximately 27 LOIs and each of the 

LOI Customers purportedly agreed to pay amounts ranging from $25,000 to $750,000 

to Aspiration on a monthly/quarterly basis.    

35. The chart below contains the initials of the LOI Customers, the effective 

dates of the LOIs, and the purported monthly or quarterly payment obligations: 

INITIALS DATES AMOUNT 
A.P.M. 1/1/2021 $500,000  
D. 1/1/2021 $250,000  
G.P.M.S. 1/1/2021 $50,000  
G.B. (assigned to 
S.B.) 

1/1/2021 $350,000  

3.E. 2/1/2021 $250,000  
C.M. 2/1/2021 $50,000  
C.E. 2/1/2021 $100,000  
E.L.F. 2/1/2021 $50,000  
F.A.V.R. 2/1/2021 $50,000  
F.A. 2/1/2021 $50,000  
J.M. 2/1/2021 $50,000  
Y.I.N.B.H. 2/1/2021 $25,000  
E.P. 3/1/2021 (amended from 

2/1/2021 LOI) 
$425,000  

M.E. 3/1/2021 (amended from 
2/1/2021 LOI) 

$100,000  

5.N.A.V. 3/1/2021 $50,000  
D.D.C. 3/1/2021 $150,000  
G.R. 3/1/2021 $50,000  
N.C. 3/1/2021 $25,000  
O.C. 3/1/2021 $50,000  

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O. 3/1/2021 $50,000  
S.S.E. 3/1/2021 $75,000  
V. 3/1/2021 $50,000  
W. 3/1/2021 $50,000  
W.P. 3/1/2021 $50,000  
A.C.D. 6/1/2021 $750,000  
H.L.I. 6/1/2021 $300,000  
S.I. 6/1/2021 $50,000  

4. Sanberg Limits Access to the LOI Customers  
36. Sanberg tightly controlled Aspiration’s communications with the LOI 

Customers, preventing Aspiration from conducting onboarding procedures designed 

to, inter alia, ensure that Aspiration’s customers could meet their financial 

obligations.   

37. Sanberg even had to approve the process by which invoices were sent to 

LOI Customers.   

38. For example, on February 17, 2021, when Aspiration’s CEO emailed 

Sanberg asking for an LOI Customer’s address to send an invoice, Sanberg replied: 

“You should send it to me.  And for all my relationships with [the LOI Customers] 

please email me the invoices to pass on.” 

39. Similarly, on March 26, 2021, when Aspiration’s CEO asked Sanberg 

for his permission to send February and March 2021 invoices to an LOI Customer, 

Sanberg permitted the executive to send only one of the two invoices.    

5. Sanberg Secretly Makes Payments for the LOI Customers  
40. Despite the purportedly binding payment obligations imposed on LOI 

Customers, Sanberg made any and all payments on their behalf.   

41.  Sanberg did this by sending funds from bank accounts he controlled to 

either the LOI Customer or Aspiration.    

42. As one example, Sanberg paid the LOI Customer obligations by sending 

funds to the LOI Customer, as follows: 

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a. On June 4, 2021, Aspiration emailed the March invoice to E.P. for 

$425,000;  

b. On June 14, 2021, Aspiration emailed the April invoice to E.P. for 

$425,000;  

c. On June 14, 2021, Sanberg wired $450,000 from a bank account 

he controlled to E.P.;  

d. On June 15, 2021, E.P. wired $425,000 to Aspiration;  

e. On June 15, 2021, Sanberg wired $450,000 from a bank account 

he controlled to E.P.; and  

f. On June 15, 2021, E.P. wired $425,000 to Aspiration.    

43. As another example, Sanberg paid the LOI Customer obligations by 

sending funds first to a separate entity, which would then send those funds to 

Aspiration, as follows: 

a.  On March 19, 2022, Aspiration emailed a September 2021 

invoice to S.B.; 

b. On March 22, 2022, Sanberg wired $350,000 from a bank account 

he controlled to a separate entity affiliated with Sanberg;   

c. On March 22, 2022, that entity transferred the $350,000 to 

Aspiration, with a description indicating that the funds were for 

S.B.’s invoice.   

44. In these ways, Sanberg provided and sent the funds for every payment 

that was made by an LOI Customer to Aspiration from 2021 to 2022.  These 

payments totaled approximately $33,575,000.   

6. Aspiration’s Artificially Inflated Revenues Are Recognized 
and Disseminated to the Public  

45. In or around March 2021, Aspiration sought to become a public 

company through a SPAC merger.  In pursuit of this goal, Aspiration hired KPMG to 

conduct an audit of Aspiration’s finances.   

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46. KPMG considered Aspiration’s expected revenue stream from LOI 

Customers an important factor in its audit. 

47. With Sanberg’s support, Aspiration recognized the revenue purportedly 

generated by the LOI Customers as actual revenue, despite the fact that Sanberg had 

agreed to cover their payments and despite concerns among Aspiration’s finance 

department regarding the collectability of such payments.   

48. The revenue recognized from LOI Customers represented a significant 

portion of Aspiration’s overall revenue for fiscal year 2021.   

49. Specifically, for fiscal year 2021, LOI Customer revenue accounted for 

approximately $44 million of Aspiration’s $100.6 million in recognized revenue.  

Aspiration recognized this approximate $44 million in LOI Customer revenue, even 

though approximately $33,875,000 million remained uncollected as of December 31, 

2021.     

50. On August 18, 2021, Aspiration announced the proposed SPAC merger 

with InterPrivate in a joint press release that was attached to a publicly filed Form 

8-K.   

51. In an August 2021 investor presentation, which was attached to 

Aspiration’s Form 8-K filed on August 18, 2021, Aspiration titled a slide “Explosive 

growth from a standing start” and noted its “Corporate ESG [or Environmental, 

Social, and Governance] Business has Scaled Rapidly . . .”   

52. The slide showed significant growth in Aspiration’s annual recurring 

revenue in the first two quarters of 2021, referring to the number of “corporate 

clients” (i.e., primarily the LOI Customers) and revenue from the same.       

53. In a Form S-4 filed on February 15, 2022, InterPrivate included 

Aspiration’s results of operations for the nine months ended September 30, 2021, 

which compared to the nine months ended September 30, 2020, showing that 

“[e]nterprise sustainability services revenue” went from $0 in 2020 to $33.7 million 

in 2021.    

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54. The same Form S-4 showed that Aspiration’s total revenue went from 

$9.2 million for the nine months ended September 30, 2020 to $62 million for the 

nine months ended September 30, 2021. 

55. In a press release a few days later, Aspiration’s CEO stated: “Our results 

for the fourth quarter and full year 2021 demonstrate Aspiration’s key role at the 

forefront of driving the sustainability revolution” and “Aspiration’s strong, ongoing 

growth in revenues and gross profits reinforces the power of our differentiated 

business model . . . .”  

56. In the same press release, Aspiration announced that its total revenue in 

2021 was $100.6 million, “up 584%” from 2020 due in part to “Enterprise 

Sustainability Services.”   

7. Sanberg Solicits Investors by Touting the Artificially Inflated 
Revenues   

57. Between September and December 2021, Investor 1 purchased over $50 

million in Aspiration stock.   

58. Before Investor 1 made this investment, Sanberg touted Aspiration’s 

successes and profitability in the corporate ESG sector to Investor 1’s Chief 

Investment Officer (“CIO”) in person and over the phone, making materially false 

and misleading statements to Investor 1 in the process.   

59. As an example, Sanberg touted how Aspiration’s ESG business 

“represented a large area of profitability” for the company.    

60. Further, on February 17, 2022, shortly after the investment and as a 

lulling tactic, Sanberg emailed Investor 1’s CIO with a subject line “analysis of 

Aspiration 4Q results,” noting that “Aspiration produced $100mm of revenue” in 

2021, and touting how Aspiration was “growing as fast/faster” and “a lot more 

efficiently and profitably than projected.”     

61. Investor 1’s CIO considered these representations about Aspiration’s 

successes in the corporate ESG sector and rapid growth to be “extremely important” 

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in Investor 1’s decision to purchase Aspiration stock, as it made the company look 

“incredibly well” financially.     

62. On December 15, 2021, Investor 2 purchased $250 million in Aspiration 

stock through a special purpose entity.   

63. Prior to this investment, on September 2, 2021, Aspiration shared 

detailed financials with Investor 2, including the purported revenue from LOI 

Customers for the first half of 2021.   

64. On September 8, 2021, after reviewing the financials, Investor 2’s 

managing director asked, among other things, about the average term of the 

agreements that LOI Customers were signed up to and whether they were “one-off 

consulting agreements.”     

65. On the same day, Sanberg emailed a reply to Investor 2’s question, 

saying that the agreements with LOI Customers were “definitely not one-off 

consulting agreements” and “we are engaging our corporate clients in long term 

relationship[s].”   

66. In that same email, Sanberg said he “wanted to call out this point 

because I think it’s such a big deal” and noted that Aspiration’s relationship with the 

LOI Customers was “recurring, sticky and value-add” in nature.   

67. In an October 12, 2021 email, Sanberg told Investor 2 about a specific 

LOI Customer, E.P., saying that it was “carbon neutral through Aspiration” and that 

he expected “more opportunities for deals like this.” 

68. Investor 2 considered these representations regarding the purported 

success, long-term relationship, and revenue generated from the LOI Customers to be 

important in its decision to invest.   

8. Sanberg Further Inflates the Already Inflated Revenues  
69. At the start of 2022, Aspiration hoped to take advantage of its 

purportedly strong 2021 financial performance, based in large part on “revenue” 

generated by the LOI Customers, and use it to attract even more investors.       

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70. InterPrivate included in its February 15, 2022 Form S-4 that Aspiration 

expected an estimated $254 million in total revenue for fiscal year 2022.  The Form 

S-4 also contained a “Letter from the Co-Founders” of Aspiration—identified as the 

CEO and Sanberg—to “Prospective Shareholders,” stating that the enterprise 

sustainability services revenue for the nine months ended September 30, 2021 

“represents a significant avenue for future growth.” 

71. Despite these estimates in the Form S-4, Sanberg wanted to separately 

present much higher projections (i.e., $385-to-$386 million) to select, potential 

investors who had signed confidentiality agreements.   

72. Aspiration’s Chief Financial Officer (“CFO”) disagreed with Sanberg on 

this approach, due to issues with recognizing and collecting LOI Customer revenue, 

and expressed a preference for sharing the publicly disclosed, lower projection.     

73. Specifically, on March 14, 2022, the CFO informed Sanberg: “We do 

have some revenue recognition risk that I wanted to outline for you. . . .  As such, we 

may not be able to recognize all the revenues outlined [in Sanberg’s higher 

projections].” 

74. In that same email, the CFO told Sanberg: “There is also risk with the 

existing Enterprise business.[]  Our collection has been poor and KPMG may push us 

to reverse or write off some revenue.  But our main challenge today is revenue 

recognition. . . .  Considering the revenue recognition risk, my recommendation is to 

go out with one set of projections ($255M).”   

75. On March 31, 2022, the Aspiration board, which included Sanberg, 

received the company’s 2022 budget, which forecasted the lower $255 million in 

revenue for fiscal year 2022, largely driven by a forecast of $150 million in 

“[e]nterprise sustainability revenue.”   

76. However, Sanberg still insisted on showing select investors the higher 

projections.   

 

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77. After the March 31, 2022 email to Aspiration’s board with the lower 

forecast, Sanberg went forward with circulating the higher projections to prospective 

investors who had signed confidentiality agreements. 

78. On April 6, 2022, Sanberg emailed a prospective investor this 

confidential “Investor Addendum,” which projected that Aspiration would achieve 

“$386 million in total revenues in 2022” and discussed “strong demand generated by 

our Enterprise business.”       

79. In the same April 6, 2022 email, Sanberg told the potential investor that 

the Investor Addendum contained “internal projections” that were “substantially 

ahead of the public projections that Aspiration disclosed to the marketplace.”  

80. Sanberg was also copied on an April 25, 2022 email from an Aspiration 

executive to another prospective investor containing the higher 2022 revenue 

projections—i.e., more than $385 million in revenue for fiscal year 2022 based on 

expected revenue of over $280 million in “Enterprise Sustainability Services”—and 

purported actual revenue from LOI Customers in 2021.  In this email, the executive 

similarly told this prospective investor that the higher projections were “based on our 

internal targets rather than the more conservative numbers we’ve shared publicly.”   

81. The prospective investors who received these inflated projections 

considered them important in deciding whether to invest in Aspiration. 

9. Sanberg Obtained Money and Shares from Aspiration as a 
Result of the Artificially Inflated Revenue 

82. Sanberg received significant compensation from Aspiration between 

2021 and 2022 for his work recruiting LOI Customers. 

83. For example, on April 12, 2021, an Aspiration board resolution granted 

Sanberg an option to purchase 3,338,809 shares of Aspiration stock. 

84. Aspiration’s CEO later memorialized this grant by signing an Aspiration 

services contract dated September 13, 2021, which stated that “in exchange for 

Joseph Sanberg’s advisory services related to Aspiration Sustainable Impact Services 

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LLC . . . the Company has offered 3,338,809 common stock options of the Company 

to Joseph Sanberg [] in consideration for these services.”   

85. In September 2021, Aspiration internally valued 3,338,809 in its 

common stock at tens of millions of dollars.     

86.  Aspiration’s CEO signed another services contract dated July 29, 2021, 

which obligated Aspiration to pay one of Sanberg’s entities $475,000 “in exchange 

for Joseph Sanberg’s services related to Aspiration’s Sustainable Impact Services 

LLC.”   

87. Aspiration’s CEO signed another services contract dated August 30, 

2021, which obligated Aspiration to pay one of Sanberg’s entities $550,000 and 

specified that the payment was “related to Aspiration Sustainable Impact Services 

LLC.”   

88. Aspiration’s CEO signed another Aspiration services contract dated 

September 30, 2021, which obligated Aspiration to pay one of Sanberg’s entities 

$525,316 “in exchange for Joseph Sanberg’s services related to [Aspiration’s] 

sustainability impact business.”  An identical contract dated October 22, 2021, for 

$512,476, was also signed by the CEO.       

89. In all, in 2021, Aspiration paid Sanberg and his entities over $3.6 million 

in cash.   

90. In addition, during its January 2022 meeting, the Aspiration board 

granted Sanberg a one-time cash bonus of $8,000,000, deeming such a grant 

“advisable and in the in best interests of the Company.” 

91. In the same January 2022 meeting, the Aspiration board approved the 

grant of “9,000,000 shares of fully vested Restricted Stock to Joseph Sanberg . . . to 

reward Mr. Sanberg for his service to the Company and in order to incent Mr. 

Sanberg to continue his service to the Company.”    

92. In all, in 2022, Aspiration paid Sanberg and his entities approximately 

$8 million in cash.   

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93. As of December 31, 2022, Sanberg and his entities owned more than 33 

million shares of Aspiration stock, representing 24.8% of all outstanding shares of the 

company. 

94. Aspiration made these lucrative payouts to Sanberg despite having low 

cash reserves and employees expressing concerns over Aspiration’s ballooning 

accounts receivable and accounts payable balances.   

95. Moreover, Sanberg used a portion of millions of dollars he obtained 

from Aspiration to pay the monthly/quarterly fees owed by the LOI Customers.   

96. For example, Sanberg used nearly $2.3 million of his aforementioned $8 

million cash bonus from January 2022 to pay invoices for approximately five LOI 

Customers in early February 2022.   

10. Sanberg’s Inflated Revenue Scheme Falls Apart  
97. In 2022, revenue from the LOI Customers accounted for over $40 

million of Aspiration’s $216,764,449 in recognized revenue.   

98. However, Aspiration’s accounts receivable balance had increased to 

approximately $104 million by June 2022, higher than the entirety of the company’s 

2021 revenue.   

99. On March 18, 2022, an Aspiration accountant lodged an internal 

complaint to express concerns about “related party transactions” pertaining to 

Aspiration’s reforestation services business, lack of supporting documentation for 

LOI Customer revenue, Aspiration’s uncollected balances, and invoicing issues.   

100. As a result, the Aspiration board agreed to form a Special Committee to 

investigate these concerns.  By April 5, 2022, all board members, including Sanberg, 

signed the “Action by Written Consent of the Board” establishing the Special 

Committee.   

101. On or about July 5, 2022, after the creation of the Special Committee, 

KPMG resigned as Aspiration’s outside auditor, citing, among other factors, “revenue 

transactions that had characteristics of fraud.”   

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102. In late 2022, Aspiration’s new management launched a revenue 

remediation project that resulted in Aspiration restating its financial statements for 

fiscal years 2021 and 2022.   

103. In August 2023, InterPrivate announced that it was abandoning its SPAC 

merger with Aspiration.   

B.   Sanberg’s False and Misleading Statements 
104. In furtherance of and in connection with the fraudulent scheme to 

artificially inflate Aspiration’s revenue, Sanberg made various false and misleading 

representations to investors.   

105. Sanberg was the maker of these false and misleading statements because 

he had ultimate authority over their content and/or approved their dissemination.   

106. Sanberg’s false and misleading statements were material in that they 

would have been viewed by a reasonable investor as important in making an 

investment decision and as having significantly altered the total mix of information 

made available to the investor. 

107. First, Sanberg represented to investors that Aspiration’s LOI Customer 

business—which was referred to as Aspiration’s corporate ESG business, Enterprise 

Sustainability business, or ASIS business—was highly successful and profitable.   

108. Second, he represented to investors that LOI Customers were long-term 

customers.  

109. Third, he specifically identified a few specific LOI Customers for 

investors, to prove that they existed.      

110. Fourth, he circulated to investors inflated 2022 projections that were 

premised on revenue from the LOI Customers.   

111. All of these representations were materially false and misleading 

because Sanberg omitted the fact that he assured the LOI Customers they would not 

have to pay for Aspiration’s services, that the LOI Customer revenue was predicated 

on Sanberg paying the monthly/quarterly fees on behalf of the LOI Customers, that 

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Sanberg was partially relying on money he obtained from Aspiration to cover those 

monthly/quarterly payments, and that a significant portion of the LOI Customer 

revenue remained uncollected.   

112. In addition, with respect to the 2022 projections, Sanberg omitted that 

Aspiration’s CFO expressed concerns about the collectability of the projected 

revenue and its ability to be recognized as revenue.  

C. Sanberg Acted with Scienter and Negligently 
113. Sanberg acted with scienter in carrying out the scheme to defraud and in 

making the false and misleading statements to investors.  Sanberg also acted 

negligently in carrying out his scheme and in making the false and misleading 

statements, that is, Sanberg failed to exercise the level of care that a reasonable 

person would have exercised under the same circumstances.   

114. Sanberg’s scienter and failure to act reasonably under the circumstances 

is demonstrated, in part, by the following:  

(a) Sanberg knew, or was reckless and negligent for not knowing, that 

the LOIs were artificially inflating Aspiration’s revenue, both internally and to the 

public, because he assured LOI Customers they did not actually have to make the 

payments set forth in the LOIs.  

(b) Sanberg paid the invoices sent to the LOI Customers by either 

paying Aspiration or by wiring money to the LOI Customers for the customers to pay 

Aspiration.   

(c) Sanberg limited Aspiration’s communication with the LOI 

Customers, controlling who could send invoices to them, and how many invoices 

could be sent at one time.   

(d) Sanberg ensured that little to no due diligence was done on the 

LOIs themselves, including on the identity and paying ability of the LOI Customers.   

(e) Despite knowing that he told LOI Customers they would not have 

to pay for Aspiration’s services, and that most of the LOI Customer 

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monthly/quarterly payments were not actually being made, Sanberg touted the LOI 

Customers to Aspiration investors, calling them “a big deal” and claiming they were 

“recurring, sticky and value-add.” 

(f) Despite knowing that his inflated 2022 projections were based on 

LOI Customer revenue that he financed and was largely uncollected, Sanberg created, 

advocated for, and disseminated to investors those inflated projections.   

(g) Sanberg knew, or was reckless and negligent for not knowing, that 

the inflated 2022 projections were riddled with revenue recognition issues, as 

specifically outlined for him by Aspiration’s CFO, before he sent them out to 

investors.     

FIRST CLAIM FOR RELIEF 
Fraud in Connection with the Purchase or Sale of Securities 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder 
115. The SEC realleges and incorporates by reference paragraphs 1 through 

114 above. 

116. In connection with the purchase or sale of securities, Sanberg engaged in 

a scheme to defraud and made material misstatements, false statements, and 

omissions to investors.  Specifically, Sanberg (1) recruited LOI Customers to buy 

Aspiration’s tree-planting services and maintained exclusive relationships with them; 

(2) had LOI Customers sign LOIs that purportedly obligated them to pay Aspiration 

over a long period of time but assured them that they would not actually have to do 

so; (3) made those payments himself through accounts he controlled and, in some 

cases, with money Aspiration paid him; (4) ensured that Aspiration recognized such 

payments and uncollected LOI Customer payments as revenue even though LOI 

Customers did not pay the amounts due and the LOIs themselves were not properly 

vetted; (5) made false statements to investors that such “revenue” was a sign of 

Aspiration’s long-term success; and (6) lulled investors with financials showing such 

purported revenue.   

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117. By engaging in the conduct described above, Sanberg, with scienter, 

directly or indirectly, in connection with the purchase or sale of a security, and by the 

use of means or instrumentalities of interstate commerce, of the mails, or of the 

facilities of a national securities exchange: (a) employed devices, schemes, or 

artifices to defraud; (b) made untrue statements of a material fact or omitted to state a 

material fact necessary in order to make the statements made, in the light of the 

circumstances under which they were made, not misleading; or (c) engaged in acts, 

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

upon other persons. 

118. By engaging in the conduct described above, Sanberg violated, and 

unless restrained and enjoined will continue to violate, Section 10(b) of the Exchange 

Act, 15 U.S.C. § 78j(b), and Rule 10b-5 thereunder, 17 C.F.R. § 240.10b-5. 

SECOND CLAIM FOR RELIEF 
Fraud in the Offer or Sale of Securities 

Violations of Sections 17(a) of the Securities Act 
119. The SEC realleges and incorporates by reference paragraphs 1 through 

114 above. 

120. In the offer or sale of securities, Sanberg engaged in a scheme to defraud 

and made material misstatements, false statements, and omissions to investors.  

Specifically, Sanberg (1) recruited LOI Customers to buy Aspiration’s tree-planting 

services and maintained exclusive relationships with them; (2) had LOI Customers 

sign LOIs that purportedly obligated them to pay Aspiration over a long period of 

time but assured them that they would not actually have to do so; (3) made those 

payments himself through accounts he controlled and, in some cases, with money 

Aspiration paid him; (4) ensured that Aspiration recognized such payments and 

uncollected LOI Customer payments as revenue even though LOI Customers did not 

pay the amounts due and the LOIs themselves were not properly vetted; (5) made 

false statements to investors that such “revenue” was a sign of Aspiration’s long-term 

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success; (6) lulled investors with financials showing the purported revenue; and (7) 

disseminated false, unsupported, and inflated projections to prospective investors.   

121. By engaging in the conduct described above, Sanberg, with scienter, 

directly or indirectly, in the offer or sale of securities by the use of means or 

instruments of transportation or communication in interstate commerce or by use of 

the mails (a) employed devices, schemes, or artifices to defraud; (b) obtained money 

or property by means of untrue statements of a material fact or by omitting to state a 

material fact necessary in order to make the statements made, in light of the 

circumstances under which they were made, not misleading; or (c) engaged in 

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

fraud or deceit upon the purchaser. 

122. By engaging in the conduct described above, Sanberg violated, and 

unless restrained and enjoined will continue to violate, Section 17(a) of the Securities 

Act, 15 U.S.C. § 77q(a). 

PRAYER FOR RELIEF 
WHEREFORE, the SEC respectfully requests that the Court: 

I. 
Issue findings of fact and conclusions of law that Defendant committed the 

alleged violations. 

II. 
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently enjoining Defendant and his agents, servants, 

employees, and attorneys, and those persons in active concert or participation with 

any of them, who receive actual notice of the judgment by personal service or 

otherwise, and each of them, from violating Sections 17(a) of the Securities Act [15 

U.S.C. § 77q(a)], and Section 10(b) of the Exchange Act [15 U.S.C. §§ 78j(b)] and 

Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].   

 

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III. 
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently enjoining Defendant from directly or indirectly, 

including, but not limited to, through any entity he owns or controls, participating in 

the issuance, purchase, offer, or sale of any security, provided, however, that such 

injunction shall not prevent him from purchasing or selling securities for his own 

personal accounts. 

IV.  
 Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, pursuant to Section 21(d)(2) of the Exchange Act [15 U.S.C. § 

78u(d)(2)] and/or Section 20(e) of the Securities Act [15 U.S.C. § 77t(e)], prohibiting 

Defendant from acting as an officer or director of any issuer that has a class of 

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

that is required to file reports pursuant to Section 15(d) of the Exchange Act [15 

U.S.C. § 78o(d)]. 

V. 
Order Defendant to disgorge all funds received from his illegal conduct, 

together with prejudgment interest thereon, pursuant to Exchange Act Sections 

21(d)(3), 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(3); 78u(d)(5) and 78u(d)(7)]. 

VI. 
Order Defendant to pay civil penalties under Section 20(d) of the Securities 

Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 

78u(d)(3)] for their violations of the federal securities laws. 

VII. 
Retain jurisdiction of this action in accordance with the principles of equity and 

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

all orders and decrees that may be entered, or to entertain any suitable application or 

motion for additional relief within the jurisdiction of this Court. 

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VIII. 
Grant such other and further relief as this Court may determine to be just and 

necessary. 

 

Dated:  August 21, 2025 /s/ Daniel S. Lim 
Daniel S. Lim 
Attorney for Plaintiff 
Securities and Exchange Commission 

 

Jury Demand 
 The SEC demands trial by jury on liability.   

 

Dated:  August 21, 2025 /s/ Daniel S. Lim 
Daniel S. Lim 
Attorney for Plaintiff 
Securities and Exchange Commission 

 
 
 

Case 8:25-cv-01848     Document 1     Filed 08/21/25     Page 23 of 23   Page ID #:23



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