In re DANNY Z. SPIEGEL

 UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 102175 / January 14, 2025 
 
INVESTMENT ADVISERS ACT OF 1940 
Release No. 6821 / January 14, 2025 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22411 
 
 
In the Matter of 
 
DANNY Z. SPIEGEL, 
 
Respondent. 
 
 
ORDER INSTITUTING ADMINISTRATIVE 
AND CEASE-AND-DESIST PROCEEDINGS, 
PURSUANT TO SECTIONS 15(b) AND 21C 
OF THE SECURITIES EXCHANGE ACT OF 
1934 AND SECTION 203(f) OF THE 
INVESTMENT ADVISERS ACT OF 1940, 
MAKING FINDINGS, AND IMPOSING 
REMEDIAL SANCTIONS AND A CEASE-
AND-DESIST ORDER 
   
 
I. 
 The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
public interest that public administrative and cease-and-desist proceedings be, and hereby are, 
instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange 
Act”) and Section 203(f) of the Investment Advisers Act of 1940 (“Advisers Act”) against Danny 
Z. Spiegel (“Spiegel” or “Respondent”). 
 
II. 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose 
of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 
which the Commission is a party, and without admitting or denying the findings herein, except as 
to the Commission’s jurisdiction over him and the subject matter of these proceedings, which are 
admitted, and except as provided herein in Section VI, Respondent consents to the entry of this 
Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 15(b) and 
21C of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 
1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order 
(“Order”), as set forth below. 
 

2 
III. 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
 
Summary 
1. These proceedings arise out of unregistered broker activity by Spiegel who, 
between at least June 2019 and March 2020 (the “Relevant Period”), solicited investors on behalf 
of StraightPath Venture Partners, LLC (“StraightPath”). StraightPath was an entity that offered 
investments in privately offered membership interests in limited liability companies (the 
“StraightPath Funds”) that each purportedly owned shares of private issuers that had prospects of 
becoming publicly traded issuers (“Pre-IPO Issuers”). During the Relevant Period, Spiegel 
successfully solicited, either directly or through other unregistered agents he compensated, at least 
$6 million in investments for the StraightPath Funds from at least 80 investors. Through his 
unregistered conduct brokering transactions between investors and the StraightPath Funds, Spiegel 
received over $142,000 in transaction-based compensation. 
Respondent 
2. Spiegel (CRD No. 4191462), age 42, resides in Ocean Township, New Jersey. 
Spiegel has been an investment adviser representative with VCP Financial LLC (“VCP Financial”) 
since 2013 and has an ownership interest in the firm. From 2003 to 2017, Spiegel was also 
associated with various broker-dealers. He holds an active Series 65 license as well as life and 
property agent and broker licenses from the State of New York, and he previously held Series 7 
and 63 licenses. Spiegel was a co-owner of IKE Group LLC (“IKE Group”) and has ownership 
interests in Vessel Capital Management, LLC (“Vessel Capital Management”), and Life 143, LLC 
(“Life 143”). 
Other Relevant Individuals and Entities 
3. Shabat (CRD No. 4799909), age 46, resides in Staten Island, New York. Shabat 
has been an investment adviser with VCP Financial since 2013 and has an ownership interest in the 
firm. From 2004 to 2018, Shabat was associated with various broker-dealers. He holds an active 
life insurance agent license from New York and previously held Series 4, 7, and 63 licenses. 
Shabat was a co-owner of IKE Group and has ownership interests in Vessel Capital Management, 
which manages a series of private equity funds, and Life 143 a life and health insurance business. 
4. IKE Group, formed in 2019 and dissolved in 2021, was a New York limited 
liability company co-owned by Spiegel and Shabat. Between June 2019 and March 2020, IKE 
Group received payments from StraightPath for soliciting investors for the StraightPath Funds. 
5. VCP Financial is a New York limited liability company formed in 2013 with its 
principal place of business in Staten Island, New York. VCP Financial is registered as an 
investment adviser with the Commission. It reported approximately $114.5 million in regulatory 
                                                 
1
 The findings herein are made pursuant to Respondents’ Offers of Settlement and are not 
binding on any other person or entity in this or any other proceeding. 

3 
assets under management as of October 2024. Until January 2022, VCP Financial was known as 
LPS Financial LLC. 
6. StraightPath, formed in 2017, is a Delaware limited liability company that owned 
and managed the StraightPath Funds. StraightPath was previously sued by the Commission in a 
case captioned SEC v. StraightPath Venture Partners LLC, et al., 22-cv-3897 (LAK) (S.D.N.Y. 
May 13, 2022). In SEC v. StraightPath Venture Partners LLC, et al., the Court appointed Melanie 
Cyganowski, (the “Receiver”) over StraightPath and certain affiliates including the StraightPath 
Funds.    
Facts 
7. In 2019, Spiegel and Shabat formed IKE Group to share profits with StraightPath. 
In February 2019, IKE Group entered into a joint venture agreement (the “Joint Venture 
Agreement”) with StraightPath pursuant to which IKE Group agreed to (1) help make interests in 
certain StraightPath Funds available for purchase through an online broker-dealer and (2) solicit 
investors to purchase membership interests in the StraightPath Funds, in exchange for profit share 
payments from StraightPath. In May 2019, IKE Group also signed a Referral Agent Agreement 
with StraightPath pursuant to which StraightPath would pay IKE Group 10% of the amount 
invested by investors referred by IKE Group, as well as 10% of the profits of that investor when a 
Pre-IPO Issuer held by a StraightPath Fund conducted a public offering. The membership interests 
in the StraightPath Funds are securities. 
8. In furtherance of the Joint Venture Agreement, Spiegel thereafter requested that a 
large broker-dealer (the “Brokerage Firm”) add two StraightPath Funds to its Alternative 
Investment Custody Service. Once the Brokerage Firm did so, customers with accounts at the 
Brokerage Firm could purchase interests in the StraightPath Funds through their account with the 
Brokerage Firm and access account statements listing their investment in the StraightPath Funds. 
To purchase the StraightPath Funds through the Brokerage Firm, a customer had to either (1) have 
at least $250,000 in certain investments in their account or (2) have their registered investment 
adviser sign an “Alternative Investment Letter of Authorization” on their behalf. 
9. After the StraightPath Funds became available for purchase through the Brokerage 
Firm, Spiegel solicited investments in the StraightPath Funds in several ways. First, Spiegel, 
through IKE Group, operated a sales force of individuals not registered as brokers by 
compensating at least three individuals who were not registered as brokers to call potential 
investors identified on lists purchased from specialized companies, commonly referred to as 
“leads,” to solicit investments in the StraightPath Funds. In those calls, some of which Spiegel 
monitored, the unregistered individuals provided information about the Pre-IPO Issuers and 
recommended investments in the Pre-IPO Issuers. Spiegel told the unregistered individuals which 
Pre-IPO Issuers were available to purchase through the StraightPath Funds, instructed them on the 
categories of information to collect from potential investors, and provided the individuals with 
sales software, telephones, and email addresses. Once an individual agreed to purchase interests in 
the StraightPath Funds, the unregistered individuals provided the prospective investor’s 
information to Spiegel and Shabat, who finalized the transactions, as described in paragraph 12.  

4 
10. Second, Spiegel solicited investments for the StraightPath Fund himself, both from 
existing advisory clients as well as by calling “leads” with no pre-existing relationship with VCP 
Financial. Spiegel communicated with prospective investors using methods of interstate 
commerce, including telephone and email. During those communications, he introduced the 
StraightPath Funds to investors he believed were interested in investing in Pre-IPO Issuers. He did 
so by providing them with information about the Pre-IPO Issuers and recommending the 
investments. In some instances, Spiegel also attempted to negotiate with StraightPath, on an 
investor’s behalf, the fee that StraightPath charged on an investor’s profits once a Pre-IPO Issuer 
went public. Once an individual agreed to purchase interests in the StraightPath Funds, Spiegel and 
Shabat finalized the transactions, as described in paragraph 12.  
11. Third, Spiegel finalized sales of interests in the StraightPath Funds to investors 
initially contacted by other unregistered sales agents used by StraightPath, who desired to invest 
through the Brokerage Firm. In those instances, StraightPath provided those individuals’ names 
and contact information to Shabat and Spiegel, who in turn contacted the investors and finalized 
the transactions, as described in paragraph 12.  
12. To finalize the investors’ transactions in the StraightPath Funds, Shabat and Spiegel 
ensured that the investor received and returned, where necessary, the paperwork for the 
StraightPath Funds, such as the Private Placement Memorandum, subscription agreements, 
accredited investor certifications, and investor questionnaires. If an investor was not a pre-existing 
VCP Financial client, the investor was also sent paperwork to become one. Thereafter, Spiegel 
signed the Alternative Investment Letter of Authorization for the investor so that they could 
complete their purchase through the Brokerage Firm’s Alternative Investment Custody Service. If 
an investor needed to fund their account with the Brokerage Firm to purchase their interest in the 
StraightPath Funds and decided to do so by check, they sent the check to Spiegel and Shabat, who 
in turn sent it to the Brokerage Firm.  
13. Spiegel continued to serve as a point of contact for investors regarding their 
investments in the StraightPath Funds, including regarding the delivery of post-IPO shares. 
14. When engaged in the conduct described above, Spiegel was not associated with a 
broker-dealer registered with the Commission. Although Spiegel was affiliated with a registered 
investment adviser during the Relevant Period, the actions of Spiegel in connection with the 
StraightPath Fund as described above were brokerage services distinct from his investment 
advisory services. Among other facts, most investors in connection with whom IKE Group 
received compensation were not pre-existing investment advisory clients of VCP Financial, and 
VCP Financial did not charge these investors a management fee for the value of their investments 
in the StraightPath Funds. Instead, Spiegel’s payments received in connection with investments in 
the StraightPath Funds came solely from payments that IKE Group received from StraightPath. 
Such payments were transaction-based compensation for brokerage services. 
15. In total, Spiegel received $142,083.01 from StraightPath in connection with the 
activities described in paragraphs 7 through 14 above. Certain of this compensation was paid 
through entities that Spiegel controlled or through payments of Spiegel’s expenses. 

5 
Violations 
16. As a result of the conduct described above, Spiegel willfully violated Section 15(a) 
of the Exchange Act, which prohibits any broker or dealer from making use of the mails or any 
means or instrumentality of interstate commerce, to effect any transaction in, or induce or attempt 
to induce the purchase or sale of, any security unless the broker or dealer is registered in 
accordance with Section 15(b) of the Exchange Act or is a natural person who is associated with a 
registered broker or dealer. 
Disgorgement and Civil Penalties 
17. The disgorgement and prejudgment interest ordered in paragraph V.D is consistent 
with equitable principles and does not exceed Respondent’s net profits from his violations, and will 
be distributed to harmed investors to the extent feasible. The Commission will remit funds paid 
pursuant to paragraph V.E to the court-appointed Receiver in SEC v. StraightPath Venture 
Partners, LLC, et al., 22-cv-3897 (S.D.N.Y. May 13, 2022), for distribution to harmed investors 
pursuant to a court-approved distribution plan.  Upon approval of the distribution final accounting 
by the Commission, any amounts remaining that are infeasible to return to investors, and any 
amounts returned to the Commission in the future that are infeasible to return to investors, may be 
transferred to the general fund of the U.S. Treasury, subject to Section 21F(g)(3) of the Exchange 
Act. 
IV. 
Undertaking 
 
18. Respondent has undertaken to provide to the Commission, within 14 days after the 
end of the 6-month suspension period described below, an affidavit that he has complied fully with 
the sanctions described in Section V below. 
 
V. 
In view of the foregoing, the Commission deems it appropriate and in the public interest to 
impose the sanctions agreed to in Respondent Spiegel’s Offer. 
 
Accordingly, pursuant to Sections 15(b) and 21C of the Exchange Act and Section 203(f) 
of the Advisers Act, it is hereby ORDERED that: 
 
 A. Spiegel cease and desist from committing or causing any violations and any future 
violations of Section 15(a) of the Exchange Act. 
 
B. Spiegel be, and hereby is, suspended from association with any broker, dealer, 
investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally 
recognized statistical rating organization for six (6) months, effective on the second Monday six (6) 
months following the entry of this Order. 

6 
 
C. Spiegel be, and hereby is, suspended from participating in any offering of a penny 
stock, including: acting as a promoter, finder, consultant, agent or other person who engages in 
activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, 
or inducing or attempting to induce the purchase or sale of any penny stock for six (6) months, 
effective on the second Monday six (6) months following the entry of this Order. 
 
D. Spiegel shall pay disgorgement of $142,083.01, prejudgment interest of 
$33,790.76, and civil penalties of $40,000 to the Securities and Exchange Commission. If timely 
payment of disgorgement and prejudgment interest is not made, additional interest shall accrue 
pursuant to SEC Rule of Practice 600. If timely payment of a civil money penalty is not made, 
additional interest shall accrue pursuant to 31 U.S.C. § 3717.  
 
Payment shall be made in the following installments: 
 
1. $53,968.45 within 14 days of the entry of this Order; and 
2. $53,968.44 within each of 180, 240, and 360 days of the entry of this Order. 
 
Payments shall be applied first to post order interest, which accrues pursuant to SEC Rule of 
Practice 600 and/or pursuant to 31 U.S.C. § 3717. Prior to making the final payment set forth 
herein, Respondent shall contact the staff of the Commission for the amount due. If Respondent 
fails to make any payment by the date agreed and/or in the amount agreed according to the 
schedule set forth above, all outstanding payments under this Order, including post-order interest, 
minus any payments made, shall become due and payable immediately at the discretion of the staff 
of the Commission without further application to the Commission. 
 
Payment must be made in one of the following ways:  
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 

7 
Payments by check or money order must be accompanied by a cover letter identifying 
Spiegel as a Respondent in these proceedings, and the file number of these proceedings; a copy of 
the cover letter and check or money order must be sent to Sheldon L. Pollock, Division of 
Enforcement, Securities and Exchange Commission, 100 Pearl Street, Suite 20-100, New York, 
NY 10004-2616. 
 
 E. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, a Fair Fund is created 
for the disgorgement, prejudgment interest and penalties referenced in paragraph V.D. above. The 
Fair Fund may be added to or combined with Fair Funds established in In the Matter of Tamir 
Shabat, and In the Matter of Joseph J. Orlando Jr. Amounts ordered to be paid as civil money 
penalties pursuant to this Order shall be treated as penalties paid to the government for all 
purposes, including all tax purposes. To preserve the deterrent effect of the civil penalty, 
Respondent agrees that in any Related Investor Action, he shall not argue that he is entitled to, nor 
shall he benefit by, offset or reduction of any award of compensatory damages by the amount of 
any part of Respondent’s payment of a civil penalty in this action (“Penalty Offset”). If the court in 
any Related Investor Action grants such a Penalty Offset, Respondent agrees that he shall, within 
30 days after entry of a final order granting the Penalty Offset, notify the Commission’s counsel in 
this action and pay the amount of the Penalty Offset to the Securities and Exchange Commission. 
Such a payment shall not be deemed an additional civil penalty and shall not be deemed to change 
the amount of the civil penalty imposed in this proceeding. For purposes of this paragraph, a 
“Related Investor Action” means a private damages action brought against Respondent by or on 
behalf of one or more investors based on substantially the same facts as alleged in the Order 
instituted by the Commission in this proceeding. 
 
 F. Respondent shall comply with the undertaking enumerated in Section IV.18 above. 
 
VI. 
It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 
523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and admitted by 
Respondent, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 
amounts due by Respondent under this Order or any other judgment, order, consent order, decree 
or settlement agreement entered in connection with this proceeding, is a debt for the violation by 
Respondent of the federal securities laws or any regulation or order issued under such laws, as set 
forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 523(a)(19). 
 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
        Secretary 
 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 
 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 102175 / January 14, 2025 

 

INVESTMENT ADVISERS ACT OF 1940 

Release No. 6821 / January 14, 2025 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22411 

 

 

In the Matter of 

 

DANNY Z. SPIEGEL, 

 

Respondent. 

 

 

ORDER INSTITUTING ADMINISTRATIVE 

AND CEASE-AND-DESIST PROCEEDINGS, 

PURSUANT TO SECTIONS 15(b) AND 21C 

OF THE SECURITIES EXCHANGE ACT OF 

1934 AND SECTION 203(f) OF THE 

INVESTMENT ADVISERS ACT OF 1940, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS AND A CEASE-

AND-DESIST ORDER 

   

 

I. 

 The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that public administrative and cease-and-desist proceedings be, and hereby are, 

instituted pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (“Exchange 

Act”) and Section 203(f) of the Investment Advisers Act of 1940 (“Advisers Act”) against Danny 

Z. Spiegel (“Spiegel” or “Respondent”). 

 

II. 

 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose 

of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 

which the Commission is a party, and without admitting or denying the findings herein, except as 

to the Commission’s jurisdiction over him and the subject matter of these proceedings, which are 

admitted, and except as provided herein in Section VI, Respondent consents to the entry of this 

Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 15(b) and 

21C of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 

1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order 

(“Order”), as set forth below. 

 



2 

III. 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

 

Summary 

1. These proceedings arise out of unregistered broker activity by Spiegel who, 

between at least June 2019 and March 2020 (the “Relevant Period”), solicited investors on behalf 

of StraightPath Venture Partners, LLC (“StraightPath”). StraightPath was an entity that offered 

investments in privately offered membership interests in limited liability companies (the 

“StraightPath Funds”) that each purportedly owned shares of private issuers that had prospects of 

becoming publicly traded issuers (“Pre-IPO Issuers”). During the Relevant Period, Spiegel 

successfully solicited, either directly or through other unregistered agents he compensated, at least 

$6 million in investments for the StraightPath Funds from at least 80 investors. Through his 

unregistered conduct brokering transactions between investors and the StraightPath Funds, Spiegel 

received over $142,000 in transaction-based compensation. 

Respondent 

2. Spiegel (CRD No. 4191462), age 42, resides in Ocean Township, New Jersey. 

Spiegel has been an investment adviser representative with VCP Financial LLC (“VCP Financial”) 

since 2013 and has an ownership interest in the firm. From 2003 to 2017, Spiegel was also 

associated with various broker-dealers. He holds an active Series 65 license as well as life and 

property agent and broker licenses from the State of New York, and he previously held Series 7 

and 63 licenses. Spiegel was a co-owner of IKE Group LLC (“IKE Group”) and has ownership 

interests in Vessel Capital Management, LLC (“Vessel Capital Management”), and Life 143, LLC 

(“Life 143”). 

Other Relevant Individuals and Entities 

3. Shabat (CRD No. 4799909), age 46, resides in Staten Island, New York. Shabat 

has been an investment adviser with VCP Financial since 2013 and has an ownership interest in the 

firm. From 2004 to 2018, Shabat was associated with various broker-dealers. He holds an active 

life insurance agent license from New York and previously held Series 4, 7, and 63 licenses. 

Shabat was a co-owner of IKE Group and has ownership interests in Vessel Capital Management, 

which manages a series of private equity funds, and Life 143 a life and health insurance business. 

4. IKE Group, formed in 2019 and dissolved in 2021, was a New York limited 

liability company co-owned by Spiegel and Shabat. Between June 2019 and March 2020, IKE 

Group received payments from StraightPath for soliciting investors for the StraightPath Funds. 

5. VCP Financial is a New York limited liability company formed in 2013 with its 

principal place of business in Staten Island, New York. VCP Financial is registered as an 

investment adviser with the Commission. It reported approximately $114.5 million in regulatory 

                                                 
1 The findings herein are made pursuant to Respondents’ Offers of Settlement and are not 

binding on any other person or entity in this or any other proceeding. 



3 

assets under management as of October 2024. Until January 2022, VCP Financial was known as 

LPS Financial LLC. 

6. StraightPath, formed in 2017, is a Delaware limited liability company that owned 

and managed the StraightPath Funds. StraightPath was previously sued by the Commission in a 

case captioned SEC v. StraightPath Venture Partners LLC, et al., 22-cv-3897 (LAK) (S.D.N.Y. 

May 13, 2022). In SEC v. StraightPath Venture Partners LLC, et al., the Court appointed Melanie 

Cyganowski, (the “Receiver”) over StraightPath and certain affiliates including the StraightPath 

Funds.    

Facts 

7. In 2019, Spiegel and Shabat formed IKE Group to share profits with StraightPath. 

In February 2019, IKE Group entered into a joint venture agreement (the “Joint Venture 

Agreement”) with StraightPath pursuant to which IKE Group agreed to (1) help make interests in 

certain StraightPath Funds available for purchase through an online broker-dealer and (2) solicit 

investors to purchase membership interests in the StraightPath Funds, in exchange for profit share 

payments from StraightPath. In May 2019, IKE Group also signed a Referral Agent Agreement 

with StraightPath pursuant to which StraightPath would pay IKE Group 10% of the amount 

invested by investors referred by IKE Group, as well as 10% of the profits of that investor when a 

Pre-IPO Issuer held by a StraightPath Fund conducted a public offering. The membership interests 

in the StraightPath Funds are securities. 

8. In furtherance of the Joint Venture Agreement, Spiegel thereafter requested that a 

large broker-dealer (the “Brokerage Firm”) add two StraightPath Funds to its Alternative 

Investment Custody Service. Once the Brokerage Firm did so, customers with accounts at the 

Brokerage Firm could purchase interests in the StraightPath Funds through their account with the 

Brokerage Firm and access account statements listing their investment in the StraightPath Funds. 

To purchase the StraightPath Funds through the Brokerage Firm, a customer had to either (1) have 

at least $250,000 in certain investments in their account or (2) have their registered investment 

adviser sign an “Alternative Investment Letter of Authorization” on their behalf. 

9. After the StraightPath Funds became available for purchase through the Brokerage 

Firm, Spiegel solicited investments in the StraightPath Funds in several ways. First, Spiegel, 

through IKE Group, operated a sales force of individuals not registered as brokers by 

compensating at least three individuals who were not registered as brokers to call potential 

investors identified on lists purchased from specialized companies, commonly referred to as 

“leads,” to solicit investments in the StraightPath Funds. In those calls, some of which Spiegel 

monitored, the unregistered individuals provided information about the Pre-IPO Issuers and 

recommended investments in the Pre-IPO Issuers. Spiegel told the unregistered individuals which 

Pre-IPO Issuers were available to purchase through the StraightPath Funds, instructed them on the 

categories of information to collect from potential investors, and provided the individuals with 

sales software, telephones, and email addresses. Once an individual agreed to purchase interests in 

the StraightPath Funds, the unregistered individuals provided the prospective investor’s 

information to Spiegel and Shabat, who finalized the transactions, as described in paragraph 12.  



4 

10. Second, Spiegel solicited investments for the StraightPath Fund himself, both from 

existing advisory clients as well as by calling “leads” with no pre-existing relationship with VCP 

Financial. Spiegel communicated with prospective investors using methods of interstate 

commerce, including telephone and email. During those communications, he introduced the 

StraightPath Funds to investors he believed were interested in investing in Pre-IPO Issuers. He did 

so by providing them with information about the Pre-IPO Issuers and recommending the 

investments. In some instances, Spiegel also attempted to negotiate with StraightPath, on an 

investor’s behalf, the fee that StraightPath charged on an investor’s profits once a Pre-IPO Issuer 

went public. Once an individual agreed to purchase interests in the StraightPath Funds, Spiegel and 

Shabat finalized the transactions, as described in paragraph 12.  

11. Third, Spiegel finalized sales of interests in the StraightPath Funds to investors 

initially contacted by other unregistered sales agents used by StraightPath, who desired to invest 

through the Brokerage Firm. In those instances, StraightPath provided those individuals’ names 

and contact information to Shabat and Spiegel, who in turn contacted the investors and finalized 

the transactions, as described in paragraph 12.  

12. To finalize the investors’ transactions in the StraightPath Funds, Shabat and Spiegel 

ensured that the investor received and returned, where necessary, the paperwork for the 

StraightPath Funds, such as the Private Placement Memorandum, subscription agreements, 

accredited investor certifications, and investor questionnaires. If an investor was not a pre-existing 

VCP Financial client, the investor was also sent paperwork to become one. Thereafter, Spiegel 

signed the Alternative Investment Letter of Authorization for the investor so that they could 

complete their purchase through the Brokerage Firm’s Alternative Investment Custody Service. If 

an investor needed to fund their account with the Brokerage Firm to purchase their interest in the 

StraightPath Funds and decided to do so by check, they sent the check to Spiegel and Shabat, who 

in turn sent it to the Brokerage Firm.  

13. Spiegel continued to serve as a point of contact for investors regarding their 

investments in the StraightPath Funds, including regarding the delivery of post-IPO shares. 

14. When engaged in the conduct described above, Spiegel was not associated with a 

broker-dealer registered with the Commission. Although Spiegel was affiliated with a registered 

investment adviser during the Relevant Period, the actions of Spiegel in connection with the 

StraightPath Fund as described above were brokerage services distinct from his investment 

advisory services. Among other facts, most investors in connection with whom IKE Group 

received compensation were not pre-existing investment advisory clients of VCP Financial, and 

VCP Financial did not charge these investors a management fee for the value of their investments 

in the StraightPath Funds. Instead, Spiegel’s payments received in connection with investments in 

the StraightPath Funds came solely from payments that IKE Group received from StraightPath. 

Such payments were transaction-based compensation for brokerage services. 

15. In total, Spiegel received $142,083.01 from StraightPath in connection with the 

activities described in paragraphs 7 through 14 above. Certain of this compensation was paid 

through entities that Spiegel controlled or through payments of Spiegel’s expenses. 



5 

Violations 

16. As a result of the conduct described above, Spiegel willfully violated Section 15(a) 

of the Exchange Act, which prohibits any broker or dealer from making use of the mails or any 

means or instrumentality of interstate commerce, to effect any transaction in, or induce or attempt 

to induce the purchase or sale of, any security unless the broker or dealer is registered in 

accordance with Section 15(b) of the Exchange Act or is a natural person who is associated with a 

registered broker or dealer. 

Disgorgement and Civil Penalties 

17. The disgorgement and prejudgment interest ordered in paragraph V.D is consistent 

with equitable principles and does not exceed Respondent’s net profits from his violations, and will 

be distributed to harmed investors to the extent feasible. The Commission will remit funds paid 

pursuant to paragraph V.E to the court-appointed Receiver in SEC v. StraightPath Venture 

Partners, LLC, et al., 22-cv-3897 (S.D.N.Y. May 13, 2022), for distribution to harmed investors 

pursuant to a court-approved distribution plan.  Upon approval of the distribution final accounting 

by the Commission, any amounts remaining that are infeasible to return to investors, and any 

amounts returned to the Commission in the future that are infeasible to return to investors, may be 

transferred to the general fund of the U.S. Treasury, subject to Section 21F(g)(3) of the Exchange 

Act. 

IV. 

Undertaking 

 

18. Respondent has undertaken to provide to the Commission, within 14 days after the 

end of the 6-month suspension period described below, an affidavit that he has complied fully with 

the sanctions described in Section V below. 

 

V. 

In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanctions agreed to in Respondent Spiegel’s Offer. 

 

Accordingly, pursuant to Sections 15(b) and 21C of the Exchange Act and Section 203(f) 

of the Advisers Act, it is hereby ORDERED that: 

 

 A. Spiegel cease and desist from committing or causing any violations and any future 

violations of Section 15(a) of the Exchange Act. 

 

B. Spiegel be, and hereby is, suspended from association with any broker, dealer, 

investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally 

recognized statistical rating organization for six (6) months, effective on the second Monday six (6) 

months following the entry of this Order. 



6 

 

C. Spiegel be, and hereby is, suspended from participating in any offering of a penny 

stock, including: acting as a promoter, finder, consultant, agent or other person who engages in 

activities with a broker, dealer or issuer for purposes of the issuance or trading in any penny stock, 

or inducing or attempting to induce the purchase or sale of any penny stock for six (6) months, 

effective on the second Monday six (6) months following the entry of this Order. 

 

D. Spiegel shall pay disgorgement of $142,083.01, prejudgment interest of 

$33,790.76, and civil penalties of $40,000 to the Securities and Exchange Commission. If timely 

payment of disgorgement and prejudgment interest is not made, additional interest shall accrue 

pursuant to SEC Rule of Practice 600. If timely payment of a civil money penalty is not made, 

additional interest shall accrue pursuant to 31 U.S.C. § 3717.  

 

Payment shall be made in the following installments: 

 

1. $53,968.45 within 14 days of the entry of this Order; and 

2. $53,968.44 within each of 180, 240, and 360 days of the entry of this Order. 

 

Payments shall be applied first to post order interest, which accrues pursuant to SEC Rule of 

Practice 600 and/or pursuant to 31 U.S.C. § 3717. Prior to making the final payment set forth 

herein, Respondent shall contact the staff of the Commission for the amount due. If Respondent 

fails to make any payment by the date agreed and/or in the amount agreed according to the 

schedule set forth above, all outstanding payments under this Order, including post-order interest, 

minus any payments made, shall become due and payable immediately at the discretion of the staff 

of the Commission without further application to the Commission. 

 

Payment must be made in one of the following ways:  

 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;  

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

http://www.sec.gov/about/offices/ofm.htm


7 

Payments by check or money order must be accompanied by a cover letter identifying 

Spiegel as a Respondent in these proceedings, and the file number of these proceedings; a copy of 

the cover letter and check or money order must be sent to Sheldon L. Pollock, Division of 

Enforcement, Securities and Exchange Commission, 100 Pearl Street, Suite 20-100, New York, 

NY 10004-2616. 

 

 E. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, a Fair Fund is created 

for the disgorgement, prejudgment interest and penalties referenced in paragraph V.D. above. The 

Fair Fund may be added to or combined with Fair Funds established in In the Matter of Tamir 

Shabat, and In the Matter of Joseph J. Orlando Jr. Amounts ordered to be paid as civil money 

penalties pursuant to this Order shall be treated as penalties paid to the government for all 

purposes, including all tax purposes. To preserve the deterrent effect of the civil penalty, 

Respondent agrees that in any Related Investor Action, he shall not argue that he is entitled to, nor 

shall he benefit by, offset or reduction of any award of compensatory damages by the amount of 

any part of Respondent’s payment of a civil penalty in this action (“Penalty Offset”). If the court in 

any Related Investor Action grants such a Penalty Offset, Respondent agrees that he shall, within 

30 days after entry of a final order granting the Penalty Offset, notify the Commission’s counsel in 

this action and pay the amount of the Penalty Offset to the Securities and Exchange Commission. 

Such a payment shall not be deemed an additional civil penalty and shall not be deemed to change 

the amount of the civil penalty imposed in this proceeding. For purposes of this paragraph, a 

“Related Investor Action” means a private damages action brought against Respondent by or on 

behalf of one or more investors based on substantially the same facts as alleged in the Order 

instituted by the Commission in this proceeding. 

 

 F. Respondent shall comply with the undertaking enumerated in Section IV.18 above. 

 

VI. 

It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 

523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and admitted by 

Respondent, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 

amounts due by Respondent under this Order or any other judgment, order, consent order, decree 

or settlement agreement entered in connection with this proceeding, is a debt for the violation by 

Respondent of the federal securities laws or any regulation or order issued under such laws, as set 

forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. § 523(a)(19). 

 

 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

        Secretary 

 


	UNITED STATES OF AMERICA
	I.
	II.
	III.
	Summary
	Respondent
	Other Relevant Individuals and Entities
	Facts
	Disgorgement and Civil Penalties
	IV.
	V.
	VI.