In re TALANTA Investment

 
 
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 101175 / September 25, 2024    
 
ADMINISTRATIVE PROCEEDING 
File No. 3-22191 
 
 
In the Matter of 
 
TALANTA Investment 
Group, LLC 
 
Respondent. 
 
 
 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER 
  
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against TALANTA Investment Group, LLC (“Talanta 
Investment” 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 it and the subject matter of these proceedings, which are 
admitted, Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings 
Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing 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 a violation of the beneficial ownership reporting 
requirements of the federal securities laws.  Section 13(d) of the Exchange Act and Rule 13d-1 
thereunder together require that any person who directly or indirectly acquires beneficial 
ownership of more than five percent of a voting class of any equity security registered under 
Section 12 of the Exchange Act file a statement with the Commission.  During the relevant time, 
beneficial owners could comply with this requirement by filing a Schedule 13D with the 
Commission within 10 days after they acquired the requisite amount of beneficial ownership. 
 
2. On January 21, 2020, Talanta Investment acquired beneficial ownership of more 
than five percent of the outstanding common stock of Limbach Holdings, Inc. (“Limbach”) 
through an investment made by a related fund (“Fund”).  Talanta Investment’s managing member 
(“Managing Member”) also had beneficial ownership over the Fund’s position in Limbach.  On 
March 13, 2020, Talanta Investment filed a Schedule 13D and the Fund and the Managing 
Member also signed the schedule (collectively, “the Talanta Filers”).  The Schedule 13D was 
untimely and thus violated Section 13(d). 
 
Respondent and Related Parties 
 
3. Talanta Investment is a North Carolina limited liability company based in 
Charlotte, North Carolina which serves as the general partner to the Fund.  Talanta Investment is 
managed by the Managing Member.  
 
Legal Framework 
 
4. Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) thereunder together require 
any person who has directly or indirectly acquired beneficial ownership of more than five percent of 
any voting class of any equity security registered under Section 12 of the Exchange Act to file a 
statement with the Commission disclosing certain information specified in a Schedule 13D.  During 
the relevant time, individuals or entities could comply with this requirement by filing a Schedule 
13D with the Commission within 10 days after they acquired the requisite amount of beneficial 
ownership.
2
  Section 13(d) allows shareholders and potential investors to evaluate changes in 
substantial shareholdings.
3
  
 
                                                 
1
 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any other person 
or entity in this or any other proceeding. 
 
2
 On October 10, 2023, the Commission adopted amendments to the rules governing beneficial ownership reporting 
under Sections 13(d) and 13(g) to update and shorten certain filing deadlines (the “2023 Amendments”).  

3 
 
5. There is no state of mind requirement for violations of Section 13(d) and the rules 
thereunder.
4
  The failure to timely file a required report, even if inadvertent, constitutes a 
violation.
5
  
 
Facts 
 
6. On January 21, 2020, the Talanta Filers acquired warrants of Limbach.  Each 
warrant was exercisable for one-half share of Limbach common stock.  In total, exercise of the 
warrants would result in the acquisition of 131,368 shares of common stock.  By that time, the 
Talanta Filers had also accumulated a total of 464,440 shares of Limbach common stock.  In total, 
as of January 21, 2020, the Talanta Filers beneficially owned 595,808 shares of Limbach common 
stock, which represented 7.6% of the issuer’s outstanding shares. 
 
7. The Fund directly held the Limbach common stock position.  Talanta Investment 
and the Managing Member had indirect beneficial ownership in the position.  Each of the parties 
had the power to direct the voting and disposition of the common stock. 
 
8. On March 13, 2020, the Talanta Filers filed a Schedule 13D reporting the position 
in Limbach common stock and represented the date of event that required filing (“Event Date”) 
was January 21, 2020.  The Talanta Filers should have filed a Schedule 13D within 10 days of the 
Event Date.  As a result, the Schedule 13D was untimely.  The Schedule 13D was signed by the 
Respondent, the Fund, and the Managing Member.   
 
 
 
                                                                                                                                                             
Modernization of Beneficial Ownership Reporting, SEC Release No. 34-98704 (Oct. 10, 2023), 88 Fed. Reg. 76896 
(Nov. 7, 2023).  Among other provisions, the 2023 Amendments shortened the deadline for filing the initial 
statement on Schedule 13D from 10 days to five business days, which became effective on February 5, 2024.  Id. at 
76897, 76906. 
 
3
 See generally GAF Corp. v. Milstein, 453 F.2d 709, 717 (2d Cir. 1971) cert. denied, 406 U.S. 910 (1972); see also 
SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) cert. denied, 440 U.S. 913 (1979), citing, S. Rep. 
No. 550, 90th Cong., 1st Sess. 1 (1967) and H.R. Rep. No. 1711, 90th Cong., 2d Sess. 2 (1968) (“The purpose of 
section 13(d) is to require disclosure of information by persons who have acquired a substantial interest, or increased 
their interest in the equity securities of a company by a substantial amount, within a relatively short period of 
time.”). 
 
4
 See, e.g., Savoy Indus., 587 F.2d at 1167 (“Indeed, the plain language of section 13(d)(1) gives no hint that 
intentional conduct need be found, but rather, appears to place a simple and affirmative duty of reporting on certain 
persons.”). 
 
5
 Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *1–2 (May 19, 1980) (Commission opinion) (“We 
have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 
violation”); Herbert Moskowitz, 77 SEC 446, 2002 WL 434524, at *7 (Mar. 21, 2002) (Commission opinion) 
(“evidence of both motive for non-disclosure and actual market impact ... is irrelevant” to whether violations of 
Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred). 

4 
 
Violations 
 
9.  Respondent is the general partner of the Fund, and it made the investment 
decisions for the Fund.  Respondent caused the Fund and the Managing Member to sign the 
Schedule 13D.   
 
10. As a result of the conduct described above, Respondent violated, and caused the 
other Talanta Filers to violate, Section 13(d)(1) of the Exchange Act and Rule 13d-1 thereunder. 
 
Cooperation 
 
11. In determining to accept the Offer, the Commission considered cooperation 
afforded to the Commission staff. 
  
IV. 
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent Talanta Investment’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 21C of the Exchange Act, Respondent TALANTA Investment 
Group, LLC cease and desist from committing or causing any violations and any future violations of 
Section 13(d)(1) of the Exchange Act and Rule 13d-1 thereunder. 
 
B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 
penalty in the amount of $45,000 to the Securities and Exchange Commission for transfer to the 
general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 
payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.   
 
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:  
 

5 
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Talanta 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 D. Mark Cave, Associate Director, 
Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, DC 
20549.  
 
 C. 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, it shall not argue that itis entitled to, nor shall it 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 it 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. 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
Secretary 
 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 101175 / September 25, 2024    

 

ADMINISTRATIVE PROCEEDING 

File No. 3-22191 

 

 

In the Matter of 

 

TALANTA Investment 

Group, LLC 

 

Respondent. 

 

 

 

 

 

 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER 

  

I. 

 

 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-

and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 

Exchange Act of 1934 (“Exchange Act”), against TALANTA Investment Group, LLC (“Talanta 

Investment” 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 it and the subject matter of these proceedings, which are 

admitted, Respondent consents to the entry of this Order Instituting Cease-and-Desist Proceedings 

Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing 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 a violation of the beneficial ownership reporting 

requirements of the federal securities laws.  Section 13(d) of the Exchange Act and Rule 13d-1 

thereunder together require that any person who directly or indirectly acquires beneficial 

ownership of more than five percent of a voting class of any equity security registered under 

Section 12 of the Exchange Act file a statement with the Commission.  During the relevant time, 

beneficial owners could comply with this requirement by filing a Schedule 13D with the 

Commission within 10 days after they acquired the requisite amount of beneficial ownership. 

 

2. On January 21, 2020, Talanta Investment acquired beneficial ownership of more 

than five percent of the outstanding common stock of Limbach Holdings, Inc. (“Limbach”) 

through an investment made by a related fund (“Fund”).  Talanta Investment’s managing member 

(“Managing Member”) also had beneficial ownership over the Fund’s position in Limbach.  On 

March 13, 2020, Talanta Investment filed a Schedule 13D and the Fund and the Managing 

Member also signed the schedule (collectively, “the Talanta Filers”).  The Schedule 13D was 

untimely and thus violated Section 13(d). 

 

Respondent and Related Parties 

 

3. Talanta Investment is a North Carolina limited liability company based in 

Charlotte, North Carolina which serves as the general partner to the Fund.  Talanta Investment is 

managed by the Managing Member.  

 

Legal Framework 

 

4. Section 13(d)(1) of the Exchange Act and Rule 13d-1(a) thereunder together require 

any person who has directly or indirectly acquired beneficial ownership of more than five percent of 

any voting class of any equity security registered under Section 12 of the Exchange Act to file a 

statement with the Commission disclosing certain information specified in a Schedule 13D.  During 

the relevant time, individuals or entities could comply with this requirement by filing a Schedule 

13D with the Commission within 10 days after they acquired the requisite amount of beneficial 

ownership.2  Section 13(d) allows shareholders and potential investors to evaluate changes in 

substantial shareholdings.3  

 

                                                 
1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any other person 

or entity in this or any other proceeding. 

 
2 On October 10, 2023, the Commission adopted amendments to the rules governing beneficial ownership reporting 

under Sections 13(d) and 13(g) to update and shorten certain filing deadlines (the “2023 Amendments”).  



3 

 

5. There is no state of mind requirement for violations of Section 13(d) and the rules 

thereunder.4  The failure to timely file a required report, even if inadvertent, constitutes a 

violation.5  

 

Facts 

 

6. On January 21, 2020, the Talanta Filers acquired warrants of Limbach.  Each 

warrant was exercisable for one-half share of Limbach common stock.  In total, exercise of the 

warrants would result in the acquisition of 131,368 shares of common stock.  By that time, the 

Talanta Filers had also accumulated a total of 464,440 shares of Limbach common stock.  In total, 

as of January 21, 2020, the Talanta Filers beneficially owned 595,808 shares of Limbach common 

stock, which represented 7.6% of the issuer’s outstanding shares. 

 

7. The Fund directly held the Limbach common stock position.  Talanta Investment 

and the Managing Member had indirect beneficial ownership in the position.  Each of the parties 

had the power to direct the voting and disposition of the common stock. 

 

8. On March 13, 2020, the Talanta Filers filed a Schedule 13D reporting the position 

in Limbach common stock and represented the date of event that required filing (“Event Date”) 

was January 21, 2020.  The Talanta Filers should have filed a Schedule 13D within 10 days of the 

Event Date.  As a result, the Schedule 13D was untimely.  The Schedule 13D was signed by the 

Respondent, the Fund, and the Managing Member.   

 

 

 

                                                                                                                                                             
Modernization of Beneficial Ownership Reporting, SEC Release No. 34-98704 (Oct. 10, 2023), 88 Fed. Reg. 76896 

(Nov. 7, 2023).  Among other provisions, the 2023 Amendments shortened the deadline for filing the initial 

statement on Schedule 13D from 10 days to five business days, which became effective on February 5, 2024.  Id. at 

76897, 76906. 

 
3 See generally GAF Corp. v. Milstein, 453 F.2d 709, 717 (2d Cir. 1971) cert. denied, 406 U.S. 910 (1972); see also 

SEC v. Savoy Indus., Inc., 587 F.2d 1149, 1167 (D.C. Cir. 1978) cert. denied, 440 U.S. 913 (1979), citing, S. Rep. 

No. 550, 90th Cong., 1st Sess. 1 (1967) and H.R. Rep. No. 1711, 90th Cong., 2d Sess. 2 (1968) (“The purpose of 

section 13(d) is to require disclosure of information by persons who have acquired a substantial interest, or increased 

their interest in the equity securities of a company by a substantial amount, within a relatively short period of 

time.”). 

 
4 See, e.g., Savoy Indus., 587 F.2d at 1167 (“Indeed, the plain language of section 13(d)(1) gives no hint that 

intentional conduct need be found, but rather, appears to place a simple and affirmative duty of reporting on certain 

persons.”). 

 
5 Cf. Oppenheimer & Co., Inc., 47 SEC 286, 1980 WL 26901, at *1–2 (May 19, 1980) (Commission opinion) (“We 

have previously held that the failure to make a required report, even though inadvertent, constitutes a willful 

violation”); Herbert Moskowitz, 77 SEC 446, 2002 WL 434524, at *7 (Mar. 21, 2002) (Commission opinion) 

(“evidence of both motive for non-disclosure and actual market impact … is irrelevant” to whether violations of 

Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 thereunder occurred). 



4 

 

Violations 

 

9.  Respondent is the general partner of the Fund, and it made the investment 

decisions for the Fund.  Respondent caused the Fund and the Managing Member to sign the 

Schedule 13D.   

 

10. As a result of the conduct described above, Respondent violated, and caused the 

other Talanta Filers to violate, Section 13(d)(1) of the Exchange Act and Rule 13d-1 thereunder. 

 

Cooperation 

 

11. In determining to accept the Offer, the Commission considered cooperation 

afforded to the Commission staff. 

  

IV. 

 

 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent Talanta Investment’s Offer. 

 

 Accordingly, it is hereby ORDERED that: 

 

 A. Pursuant to Section 21C of the Exchange Act, Respondent TALANTA Investment 

Group, LLC cease and desist from committing or causing any violations and any future violations of 

Section 13(d)(1) of the Exchange Act and Rule 13d-1 thereunder. 

 

B. Respondent shall, within 14 days of the entry of this Order, pay a civil money 

penalty in the amount of $45,000 to the Securities and Exchange Commission for transfer to the 

general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3). If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. § 3717.   

 

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:  

 

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


5 

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

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

Talanta 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 D. Mark Cave, Associate Director, 

Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, DC 

20549.  

 

 C. 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, it shall not argue that itis entitled to, nor shall it 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 it 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. 

 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

Secretary 

 


	UNITED STATES OF AMERICA
	IV.