2026-04-17 sec-litreleases complaint 263 KB 36,972 chars

SEC v. Sudheesh Nambiar, No. 5:26-cv-3203, Northern District of California (Apr. 17, 2026) — Complaint

raw: 1.From at least November 2018 through May 2024, Defendant Sudheesh Nambiar

1.From at least November 2018 through May 2024, Defendant Sudheesh Nambiar, No. 5:26-cv-3203 (Apr. 17, 2026)

Caption: SEC v. Sudheesh Nambiar

Source PDF JSON

Enriched metadata

Scheme: ponzi (100%)
Court: Northern District of California
Case No.: 5:26-cv-3203
Victim loss: $43,000,000
Victims: 400
Entity: Sudheesh Nambiar

Classified ponzi(confidence 100%). EDGAR detection: forms Form D· recall 35% / precision 15%. detection rule →

Extracted insights

Dollar amounts 9

$43.00M $43 million $10M–$100M
$43.00M $43 Million $10M–$100M
$21.00M $21 million $10M–$100M
$18.00M $18 million $10M–$100M
$8.00M $8 million $1M–$10M
$3.00M $3 million $1M–$10M
$900K $900,000 $100K–$1M
$900K $900,000 $100K–$1M
$982 $982 <$10K

Entities 4

company investors that he would use their pooled funds to invest in securities
person numerous unprofitable trades
agency Securities and Exchange Commission
person sudheesh nambiar

Triples 18

Sudheesh Nambiar Orchestrated A Ponzi-like scheme
Sudheesh Nambiar Raised Approximately $43 million from over 400 investors throughout the United States
Sudheesh Nambiar Ran A related private fund offering that fraudulently raised approximately $900,000 from nine investors
Sudheesh Nambiar Made Numerous material misrepresentations and omissions to investors in his Ponzi-like scheme about his skill and success in trading securities
Sudheesh Nambiar Told Investors that he would use their pooled funds to invest in securities
Sudheesh Nambiar Told Investors that they could expect high returns on their investments of around 20% to 40% per year
Sudheesh Nambiar Provided False documents, including account statements, charts, and excerpts of Excel spreadsheets, purporting to show profitable trades and high returns on their investments
Sudheesh Nambiar Made False claims to those investors about his monthly, quarterly, and yearly profits
Sudheesh Nambiar Suffered Substantial trading losses, which totaled about $21 million over the course of his Ponzi-like scheme
Sudheesh Nambiar Concealed From investors in that scheme that he used millions of dollars of investor funds to repay existing investors, pay off high-interest loans from cash advance companies, and cover personal expenses
Sudheesh Nambiar Unraveled His Ponzi-like scheme as numerous investors demanded to withdraw their money and he did not have sufficient funds to satisfy those requests
Sudheesh Nambiar Solicited Investments in a separate private fund that would also invest in securities selected by Nambiar
Sudheesh Nambiar Omitted To tell the fund’s investors that he was engaged in a Ponzi-like scheme and that he had suffered significant trading losses
Sudheesh Nambiar Made Numerous unprofitable trades
Sudheesh Nambiar Violated Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder
Sudheesh Nambiar Violated Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933
Sudheesh Nambiar Violated Section 206(4) of the Investment Advisers Act of 1940 and Rule 206(4)-8 thereunder
The SEC Seeks Permanent injunctions, disgorgement of ill-gotten gains with prejudgment

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1.From at least November 2018 through May 2024, Defendant Sudheesh Nambiar · Source

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Extracted body text (36,972c)

COMPLAINT
SEC v. NAMBIAR

JASON H. LEE (Cal. Bar No. 253140)
JASON M. BUSSEY (Cal. Bar No. 227185)
AUDREY PAK (Cal. Bar No. 299991)
[email protected]
YOONA KIM (Cal. Bar No. 314641)
[email protected]
HANNAH CHO (Cal. Bar No. 342289)
[email protected]

Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
44 Montgomery Street, Suite 700
San Francisco, CA 94104
(415) 705-2500 (Telephone)
(415) 705-2501 (Facsimile)

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

vs.

SUDHEESH NAMBIAR,

Defendant.

Case No. 5:26-cv-3203

COMPLAINT

DEMAND FOR JURY TRIAL

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

SUMMARY OF THE ACTION

1. From at least November 2018 through May 2024, Defendant Sudheesh Nambiar

orchestrated a Ponzi-like scheme, fraudulently raising approximately $43 million from over 400

investors throughout the United States.

2. In addition, between the end of 2020 and April 2021, Nambiar ran a related private

fund offering that fraudulently raised approximately $900,000 from nine investors.

3. Nambiar, who was a day trader based in Milpitas, California, made numerous

material misrepresentations and omissions to investors in his Ponzi-like scheme about his skill and

success in trading securities. He falsely told those investors that he would use their pooled funds to

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

COMPLAINT
SEC v. NAMBIAR -2-

invest in securities, and that they could expect high returns on their investments of around 20% to

40% per year. To deceive those investors and keep his fraudulent scheme going, Nambiar also

frequently provided them with false documents, including account statements, charts, and excerpts

of Excel spreadsheets, purporting to show profitable trades and high returns on their investments.

Additionally, Nambiar made false claims to those investors about his monthly, quarterly, and

yearly profits.

4. In reality, Nambiar was a highly unsuccessful trader who repeatedly suffered

substantial trading losses, which totaled about $21 million over the course of his Ponzi-like

scheme. Furthermore, Nambiar concealed from investors in that scheme that he used millions of

dollars of investor funds to repay existing investors, pay off high-interest loans from cash advance

companies, and cover personal expenses.

5. By May 2024, Nambiar’s Ponzi-like scheme unraveled as numerous investors

demanded to withdraw their money and Nambiar did not have sufficient funds to satisfy those

requests. Many of Nambiar’s investors have suffered a total loss of their investments.

6. In the midst of the Ponzi-like scheme, Nambiar solicited investments in a separate

private fund that would also invest in securities selected by Nambiar. While doing so, he omitted to

tell the fund’s investors that he was engaged in a Ponzi-like scheme and that he had suffered

significant trading losses. The fund collapsed within months after Nambiar made numerous

unprofitable trades.

7. As a result of the conduct alleged in this Complaint, Nambiar violated Section

10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and Rule

10b-5 thereunder [17 C.F.R. § 240.10b-5]; Sections 5(a), 5(c), and 17(a) of the Securities Act of

1933 (“Securities Act”) [15 U.S.C. §§ 77e(a), 77e(c), and 77q(a)]; and Section 206(4) of the

Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. § 80b-6(4)] and Rule 206(4)-8

thereunder [17 C.F.R. § 275.206(4)-8].

8. In this action, the SEC seeks against Nambiar permanent injunctions, disgorgement

of ill-gotten gains with prejudgment interest, and civil monetary penalties. The SEC also seeks an

order prohibiting Nambiar from participating in the issuance, purchase, offer, or sale of any

COMPLAINT
SEC v. NAMBIAR -3-

security, and permanently enjoining Nambiar from, directly or indirectly, acting as or being

associated with an investment adviser.

JURISDICTION AND VENUE

9. The SEC brings this action pursuant to Sections 20(b), 20(d), and 22(a) of the

Securities Act [15 U.S.C. §§ 77t(b), 77t(d), and 77v(a)]; Sections 21(d), 21(e), and 27 of the

Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa]; and Section 209(d) of the Advisers Act [15

U.S.C. § 80b-9(d)].

10. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)(1),

and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(a)]; Sections 21(d), 21(e),

and 27 of the Exchange Act [15 U.S.C. §§ 78u(d), 78u(e), and 78aa]; and Sections 209(d) and

214(a) of the Advisers Act [15 U.S.C. §§ 80b-9(d) and 80b-14(a)].

11. Nambiar, directly or indirectly, made use of the means and instrumentalities of

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

of business alleged in this Complaint.

12. Venue is proper in this District pursuant to Section 22(a) of the Securities Act [15

U.S.C. § 77v(a)], Section 27(a) of the Exchange Act [15 U.S.C. § 78aa(a)], and Section 214(a) of

the Advisers Act [15 U.S.C. § 80b-14(a)], because acts, transactions, practices, and courses of

business that form the basis for the violations alleged in this Complaint occurred in this District.

During the period of violative conduct alleged in this Complaint, Nambiar resided in this District

in Milpitas, California, and the entities that Nambiar used in connection with the violations alleged

in this Complaint were also based in this District at the same Milpitas, California addresses of

Nambiar’s residence. Furthermore, Nambiar offered and sold securities to approximately two

dozen investors based in this District when the conduct alleged in this Complaint occurred,

including in the Counties of Santa Clara, Alameda, Contra Costa, and San Mateo.

INTRADISTRICT ASSIGNMENT

13. Under Civil Local Rule 3-2(e), this civil action should be assigned to the San Jose

Division because a substantial part of the events and omissions which give rise to the claims

alleged herein occurred in the County of Santa Clara.

COMPLAINT
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DEFENDANT

14. Sudheesh Nambiar, age 39, was, at all relevant times, a day trader and resident of

Milpitas, California. He was the founder and chief executive officer of Spartan Trading Inc., which

Nambiar described to many investors as a legal entity for his purported securities-trading business.

Nambiar was also a founder and managing member of Spartan Trading Capital Management, LLC

(“Spartan LLC”), which advised and served as the general partner of the private fund, Spartan

Trading Capital Fund, LP (the “Spartan Fund”).

RELATED ENTITIES

15. Spartan Trading Inc. is a private California corporation that was incorporated in

October 2019 and, while operational, had its principal place of business in Milpitas, California. At

all relevant times, Nambiar wholly owned and controlled Spartan Trading Inc. and also served as

the corporation’s chief executive officer, chief financial officer, and secretary of record.

16. Spartan Trading Capital Management, LLC is a private Delaware limited

liability company that was formed in January 2021 and, while operational, had its principal place

of business in Milpitas, California. At all relevant times, Nambiar was a managing member of

Spartan LLC. Spartan LLC filed a Form ADV in March 2023, identifying itself as the general

partner of and adviser to the Spartan Fund.

17. Spartan Trading Capital Fund, LP is a private Delaware limited partnership that

was formed in January 2021 and, while operational, had its principal place of business in Milpitas,

California.

FACTUAL ALLEGATIONS

A. Nambiar Operated a Ponzi-Like Scheme that Defrauded Investors

1. Nambiar Raised Approximately $43 Million from Investors

18. Nambiar was a day trader who created and oversaw several online groups or

chatrooms on platforms such as Telegram, which attracted hundreds of followers. Nambiar shared

with his online followers information about trading in securities, including market research and

analyses.

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19. Nambiar also used his online chatrooms to discuss his personal securities trades

and boast about his purported successes and profits.

20. Beginning around November 2018 and through May 2024, Nambiar reached out to

his online followers to solicit investments in his purported “Spartan Trading” investment business,

which he sometimes referenced as “Spartan Trading Inc.” or the “Spartan Trade Group”

(collectively, “Spartan Trading”). Nambiar also solicited investors in Spartan Trading by drawing

on his network of connections in the Indian American community within the San Francisco Bay

Area and across the United States.

21. Nambiar ran Spartan Trading on his own and was its sole promoter and point of

contact for prospective and actual investors. When he solicited investments, Nambiar spoke with

investors and prospective investors through various means, including in person, by video chat, by

phone, and through electronic written communications. Nambiar also regularly communicated

with investors through his posts in a Telegram investor group chatroom that he created and

managed specifically for investors and prospective investors in Spartan Trading.

22. Nambiar told investors that he would pool together the funds that they invested,

and, in exchange, they would earn returns on their investments based on his profitable trading

using their funds. In particular, Nambiar told investors to expect high rates of return ranging from

around 20% to 40% per year.

23. Nambiar told investors that they would be entitled to 70% of the trading profits,

and he would keep 30% as his compensation.

24. Furthermore, Nambiar told investors that he would provide frequent updates on his

trading results and the status of investors’ returns, and that at the end of each quarter, investors

could decide whether to redeem all or a portion of their investment principal and any returns,

invest new funds, and/or “roll over” any existing investments and keep their money in Spartan

Trading.

25. The securities Nambiar offered and sold in Spartan Trading were in the form of

investment contracts. In some cases, investors entered into written agreements titled “promissory

note” with Nambiar that memorialized their Spartan Trading investments. These promissory notes

COMPLAINT
SEC v. NAMBIAR -6-

specified, among other things, an investor’s investment amount, that the investor was investing

with Nambiar and/or Spartan Trading, and the promised rate of return.

26. The investment contracts and promissory notes that Nambiar offered and sold to

investors were securities. Nambiar represented to investors that he would pool their funds together,

and he did in fact pool their funds in various bank accounts. He then used investor funds to, among

other things, make Ponzi-like payments to existing investors and perpetuate his fraudulent scheme.

Moreover, he represented to investors that he would earn fees based on a percentage of profits

obtained through his trading efforts.

27. Investors expected to make a profit based solely on Nambiar’s trading activity and

believed that they could rely on his efforts and skills as a trader. Investors were motivated to invest

by Nambiar’s false representations that they would earn significant profits from Nambiar’s trading.

28. The Spartan Trading securities offered and sold by Nambiar were not registered

under the federal securities laws. No registration statements were filed or in effect with the SEC

with respect to the Spartan Trading investments, and no exemptions to registration applied.

Nambiar engaged in a general solicitation of investors located all over the United States, including

some individuals with whom Nambiar had no meaningful relationships and others with whom he

had no relationship at all. In addition, Nambiar did not require that Spartan Trading investors be

accredited investors, nor did he take any reasonable steps or have a process to determine whether

they were accredited.

29. Nambiar raised approximately $43 million for Spartan Trading from over 400

investors from around November 2018 through May 2024.

2. Nambiar Suffered Steep Losses in His Securities Trading Every Year of
His Ponzi-like Scheme

30. Contrary to his repeated false representations to investors that he was a

successful and profitable trader as detailed in section A.3 below, Nambiar in reality suffered

substantial trading losses in every year of his Ponzi-like scheme, from the end of 2018 into

2024.

COMPLAINT
SEC v. NAMBIAR -7-

31. Nambiar controlled and operated numerous personal brokerage accounts at about

six brokerage firms that he used to trade using Spartan Trading investor funds.

32. Across those accounts, between November 2018 through May 2024, Nambiar

suffered total trading losses of approximately $21 million. During the over five-year period,

Nambiar never once had a profitable year.

33. Indeed, Nambiar was doing so poorly in his trading that one of his brokerage

firms sent him several letters in 2022 and 2023 warning him that he had sustained substantial

losses on his trading in an account. Nambiar nevertheless continued to make unprofitable trades

in that account.

34. In order to continue trading in the face of steep losses, Nambiar had to regularly

transfer significant sums of money into his brokerage accounts. He also needed money to pay

investors their purported returns and/or principal.

35. Starting around June 2019 through April 2024, Nambiar took out numerous

high-interest loans totaling approximately $8 million from cash advance companies in order to

have enough funds to keep trading and pay existing investors. Nambiar commingled the

proceeds from these loans with other funds, including Spartan Trading investor funds, in bank

accounts that Nambiar used as part of his scheme. Among other things, he used these

commingled funds to make Ponzi-like payments to his investors to deceive them into believing

he was a profitable trader and thereby perpetuate his fraudulent scheme.

36. To keep up with his loan repayment obligations, Nambiar had to make thousands

of debt payments to cash advance companies using Spartan Trading investor funds and other

commingled monies in his bank accounts.

3. Nambiar Made Materially False and Misleading Statements to Spartan
Trading Investors

37. Nambiar did not disclose his trading failures to the Spartan Trading investors or

prospective investors. Quite the opposite: he repeatedly made false and misleading statements to

investors, claiming that he was generating positive returns for Spartan Trading from his trading

activity and boasting about specific purported trading successes or achievements.

COMPLAINT
SEC v. NAMBIAR -8-

38. For example, in March 2020, soon after the market downturn caused by the Covid-

19 pandemic, Nambiar falsely told a prospective investor that his year-to-date returns for his

brokerage accounts was 2,500%. In truth, Nambiar lost hundreds of thousands of dollars between

January 2020 and March 2020.

39. Nambiar often posted false and misleading statements to investors in his Telegram

investor group chatroom. In numerous instances, he created and shared snippets of various charts,

Excel spreadsheets, and diagrams that purported to show the returns that he obtained on a monthly,

quarterly, or annual basis. The results appeared to show a near-perfect record of profitable trading

on a daily basis. Nambiar also posted in the chatroom about specific trading wins or to note a

positive benchmark he had purportedly achieved. Investors reacted to Nambiar’s seemingly

positive record of profitable trading with comments and emojis praising his efforts.

40. For example, in June 2022, Nambiar posted in his Telegram investor group

chatroom that he had closed the quarter with an approximately 6% quarterly return, even though,

in truth, he had not generated a quarterly gain and had instead incurred a net loss of millions of

dollars for the quarter.

41. As another example, in July 2022, Nambiar posted in his Telegram investor group

chatroom that the Spartan Trading group had cleared a “million in gross profit” at the “half way

mark” for the year, which suggested Nambiar was generating significant gains through his trading.

But, in truth, Nambiar’s trading activity in the first half of 2022 amassed over $3 million in losses.

42. Additionally, Nambiar created and sent some investors false spreadsheets and

account statements by text or email that purported to report, among other things, the investors’

respective profits and total investment balances for an applicable month, quarter, or year, which

again, appeared to show consistently positive returns. Among other things, the fabricated results

falsely indicated to investors that Nambiar was achieving the high rates of return that he had told

investors to expect by investing in Spartan Trading.

43. At the same time, Nambiar did not disclose to investors that he took out numerous

high-interest loans in order to cover his trading losses and to pay investors their purported returns

COMPLAINT
SEC v. NAMBIAR -9-

and/or principal. He also did not disclose that he used investor funds to pay back money owed on

the high-interest loans.

44. Additionally, Nambiar did not disclose to investors that he used some new investor

funds to make payments to earlier investors in Ponzi-like fashion.

45. Nambiar further omitted that he used some investor funds to pay for personal

expenses.

46. Nambiar knew or was reckless in not knowing that his representations and

omissions were false or misleading. He was the sole individual with access to numerous brokerage

accounts used to trade with the funds of Spartan Trading investors, and he was the only person

who traded in those accounts. The statements for all those accounts, as well as the warning letters

from one brokerage firm about his trading losses, were addressed solely to Nambiar. Nambiar also

borrowed approximately $8 million from cash advance companies so that he could continue to

trade and make Ponzi-like payments to unknowing investors. Nambiar controlled the various bank

accounts he used in the scheme to make Ponzi-like payments to investors.

47. Nambiar further knew or was reckless in not knowing that by omitting from

investors the fact that he was using Spartan Trading funds for non-investment purposes, he was

denying investors a full picture of his spending of their funds.

48. Nambiar’s misrepresentations concerning the profitability of his trading efforts

were material. A reasonable investor would, and Spartan Trading investors here did, consider it

important to know that, in fact, Nambiar was not a successful trader and was consistently losing

money trading.

49. Moreover, Nambiar’s investors reasonably expected to receive genuine and

accurate financial information about their investments, and it would have been important for them,

as it would be for any reasonable investor, to know that Nambiar had actually fabricated the

investors’ returns in the updates that he provided.

50. Several Spartan Trading investors decided to reinvest their funds with Spartan

Trading, rather than cash out those funds, based on the false documents created and disseminated

by Nambiar that appeared to show those investors had earned high rates of return.

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4. Nambiar Misused Spartan Trading Investors’ Funds, Including by Using

Investor Funds to Pay for Personal Expenses

51. In Ponzi-like fashion, Nambiar used new investor funds to pay millions of dollars

in purported returns and/or principal withdrawals to existing investors in order to deceive the

existing investors into believing that his trading was successful and that their investments were

generating high returns. In total, Nambiar made approximately $18 million in Ponzi-like payments

to investors.

52. Nambiar also diverted millions of dollars of investor funds to pay back numerous

high-interest loans whose existence and purpose Nambiar did not disclose to investors.

53. Moreover, Nambiar misappropriated hundreds of thousands of dollars of investor

funds to pay for his own and his family’s personal expenses, including hotel and resort stays,

student loan payments, and private school tuition. Nambiar did not disclose any of these personal

uses of investor funds to Spartan Trading investors.

54. Nambiar did not disclose to investors that their funds would be used to make Ponzi-

like payments, repay high-interest loans, and cover his personal expenses. To the contrary, he

misrepresented to investors that he would pool their funds and use their money to invest in

securities, and that he would only earn a fee based on a percentage of any profits generated from

his trading.

55. Nambiar knew or was reckless in not knowing that he utilized undisclosed Ponzi-

like payments and high-interest loans in order to keep his scheme going and give the misleading

impression that he was running a successful investment enterprise.

56. Nambiar’s misrepresentations, omissions, and deceptive acts concerning how he

would use investor funds were material. Spartan Trading investors considered it important that

Nambiar use their funds for the investment purposes he identified for them and not others, such as

using their funds to keep his Ponzi-like scheme afloat, make up for his steep trading losses, and

pay for his and his family’s personal expenses. A reasonable investor would consider any one of

Nambiar’s undisclosed uses of investor funds as a reason to not invest.

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5. Nambiar’s Ponzi-Like Scheme Collapses

57. By late 2023, Nambiar was running out of money and not raising new funds

quickly enough to repay existing investors and his high-interest loans. When some investors tried

to withdraw their funds in late 2023 and early 2024, Nambiar was unable to satisfy all of their

requests.

58. Nambiar provided those investors a number of false and misleading excuses for his

failure to honor their withdrawal requests. For example, he falsely told some investors that he

would transfer, or had already transferred, money to their respective bank accounts. He also falsely

told some investors that his bank accounts had been temporarily frozen by the Internal Revenue

Service or the SEC.

59. Certain investors tried to raise questions and concerns to Nambiar directly or in the

Telegram investor group chatroom. In March 2024, Nambiar muted or removed all investors’

ability to post in the Telegram investor group chatroom. Nambiar stopped responding to many

investors entirely.

60. Nambiar ultimately lacked sufficient funds to pay back his investors’ outstanding

investment principal, let alone their purported returns. Many of Nambiar’s investors have suffered

a total loss of their investments.

B. Nambiar Misled Investors in a Private Fund Offering While Raising
Approximately $900,000

61. Nambiar also engaged in the fraudulent offer and sale of approximately $900,000

worth of limited partnership interests to nine investors in the Spartan Fund from around the end of

2020 through April 2021. At least four of the Spartan Fund investors were already invested in

Spartan Trading at the time.

62. In December 2020, Nambiar posted in his Telegram investor group chatroom for

Spartan Trading investors to announce a “major development”—that a new private fund

opportunity for certain qualified investors was forthcoming in the new year. Nambiar described the

Spartan Fund opportunity to investors as their “next step to enter bigger leagues,” and told his

investors to reach out if they met the net worth criteria for accredited investors.

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63. Around January 2021, Nambiar directed the creation of the Spartan Fund and

Spartan LLC, which served as the Spartan Fund’s general partner and investment adviser.

64. The Spartan Fund was organized to invest in securities using pooled investor funds,

and the Spartan Fund identified itself as a pooled investment fund in filings with the SEC. Under

the terms of the Spartan Fund’s limited partnership agreement, investors did not have any authority

over investment decisions, and their role was limited to contributing capital to the fund. Nambiar

controlled all investment management decisions for the Spartan Fund and had sole authority to

execute trades for the fund.

65. Under the terms of the Spartan Fund agreement, Spartan LLC would be

compensated through a management fee and profit allocation, while Spartan Fund investors would

be entitled to distributions based on the fund’s performance. Nambiar was entitled to a portion of

the Spartan Fund monies due to Spartan LLC as a managing member of Spartan LLC.

66. In his role advising and making investment decisions for the Spartan Fund for

compensation, Nambiar acted as an investment adviser to the Spartan Fund.

67. By early March 2021, Nambiar announced in his Telegram investor group

chatroom for Spartan Trading investors that the private fund’s brokerage account was set up and

that he would start accepting eligible investors for the Spartan Fund. Nambiar also promoted the

Spartan Fund offering in direct communications with individual investors, including over the

phone and through text messages.

68. Nambiar misled prospective and actual investors in the Spartan Fund by

representing that the Fund was a natural extension of his prior trading efforts on behalf of Spartan

Trading, and therefore, Spartan Fund investors could expect to reap additional profits in line with

Nambiar’s purported Spartan Trading profits to date of around 20% to 40% per year.

69. Nambiar omitted to tell investors that Spartan Trading, which he identified as a

model that the Spartan Fund would build upon, was actually a highly unsuccessful Ponzi-like

scheme that had not achieved real profits for its investors. Nambiar also omitted that he had

sustained millions of dollars in losses trading with Spartan Trading investor funds and that he had

misused some of those funds to pay for his and his family’s personal expenses.

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70. Nambiar knew or was reckless in not knowing that his representations to investors

about the Spartan Fund were misleading and that he omitted material facts about his true trading

results with Spartan Trading, his operation of a Ponzi-like scheme, his reliance on high-interest

loans from cash advance companies to keep Spartan Trading operational, and his misuse of

Spartan Trading investor funds to pay for his and his family’s personal expenses.

71. These omitted facts were material to a reasonable investor. It would have been

important for investors to know that they were investing with someone who was actively running a

Ponzi-like scheme, suffering significant losses trading securities, and misusing investor funds to

pay for his and his family’s personal expenses.

72. The Spartan Fund was short lived because Nambiar made unprofitable trades and,

within a few months, had lost substantially all of the investors’ money. As of March 2023, the

Spartan Fund’s gross asset value was only $982, according to Spartan LLC’s Form ADV.

73. Spartan Fund investors’ investments were wiped out due to Nambiar’s poor trading

for the fund, and investors did not receive back their investment principal or any returns on their

investments.

FIRST CLAIM FOR RELIEF

Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder

74. The SEC re-alleges and incorporates by reference Paragraph Nos. 1 through 73.

75. Nambiar, by engaging in the conduct described above, directly or indirectly, in

connection with the purchase or sale of securities, by use of means or instrumentalities of interstate

commerce, or of the mails, with scienter:

a. employed devices, schemes, or artifices to defraud;

b. made untrue statements of material facts or omitted to state material facts

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

circumstances under which they were made, not misleading; and

c. engaged in acts, practices, or courses of business which operated or would

operate as a fraud or deceit upon other persons, including purchasers of

securities.

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76. By reason of the foregoing, Nambiar 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

Violations of Section 17(a) of the Securities Act

77. The SEC re-alleges and incorporates by reference Paragraph Nos. 1 through 73.

78. Nambiar, by engaging in the conduct described above, directly or indirectly, in the

offer or sale of securities, by use of the means or instruments of transportation or communication

in interstate commerce or by use of the mails:

a. with scienter, employed devices, schemes, or artifices to defraud;

b. obtained money or property by means of untrue statements of 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; and

c. engaged in transactions, practices, or courses of business which operated or

would operate as a fraud or deceit upon purchasers.

79. By reason of the foregoing, Nambiar violated, and unless restrained and enjoined

will continue to violate, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].

THIRD CLAIM FOR RELIEF

Violations of Sections 5(a) and 5(c) of the Securities Act

80. The SEC re-alleges and incorporates by reference Paragraph Nos. 1 through 73.

81. The Spartan Trading investment contracts and promissory notes offered and sold

by Nambiar are securities under Section 2(a)(1) of the Securities Act [15 U.S.C. § 77b(a)(1)] and

Section 3(a)(10) of the Exchange Act [15 U.S.C. § 77c(a)(10)].

82. By engaging in the conduct described above, Nambiar, directly or indirectly, made

use of the means or instruments of transportation or communication in interstate commerce, or of

the mails, to offer to sell or to sell securities through the use or medium of any prospectus or

otherwise, or carried or caused to be carried through the mails or in interstate commerce, by means

COMPLAINT
SEC v. NAMBIAR -15-

or instruments of transportation, securities for the purpose of sale or for delivery after sale, when

no registration statement had been filed or was in effect as to such securities, and when no

exemption from registration was applicable.

83. By reason of the foregoing, Nambiar violated, and unless restrained and enjoined

will continue to violate, Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. §§ 77e(a) and

77e(c)].

FOURTH CLAIM FOR RELIEF

Violations of Section 206(4) and Rule 206(4)-8 of the Advisers Act

84. The SEC re-alleges and incorporates by reference Paragraph Nos. 1 through 73.

85. At all relevant times, Nambiar acted as an investment adviser to the Spartan Fund

within the meaning of Section 202(a)(11) of the Advisers Act [15 U.S.C. § 80b-2(a)(11)]. The

Spartan Fund was a pooled investment vehicle within the meaning of Rule 206(4)-8(b) of the

Advisers Act [17 C.F.R. § 275.206(4)-8(b)].

86. By engaging in the conduct described above, Nambiar, while acting as an

investment adviser to the Spartan Fund, directly or indirectly, knowingly or recklessly, by use of

the means or instrumentalities of interstate commerce: (1) made untrue statements of material fact

or omitted to state material facts necessary to make the statements made, in light of the

circumstances under which they were made, not misleading, to investors or prospective investors

in the Spartan Fund; and (2) otherwise engaged in acts, practices or courses of business that were

fraudulent, deceptive or manipulative with respect to investors or prospective investors in the

Spartan Fund.

87. By reason of the foregoing, Nambiar violated, and unless restrained and enjoined

will continue to violate, Section 206(4) of the Advisers Act [15 U.S.C. § 80b-6(4)] and Rule

206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8].

COMPLAINT
SEC v. NAMBIAR -16-

PRAYER FOR RELIEF

WHEREFORE, the SEC respectfully requests that the Court:

Enter an order permanently enjoining Nambiar from directly or indirectly violating Section

10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5]

thereunder, Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)], Sections 5(a) and 5(c) of the

Securities Act [15 U.S.C. §§ 77e(a) and 77e(c)], and Section 206(4) of the Advisers Act [15 U.S.C.

§ 80b-6 (4)] and Rule 206(4)-8 thereunder [17 C.F.R. § 275.206(4)-8].

II.

Enter an order permanently enjoining Nambiar from directly or indirectly, including, but

not limited to, through any entity owned or controlled by him, participating in the issuance,

purchase, offer, or sale of any security, provided, however, that such injunction shall not prevent

Nambiar from purchasing or selling securities for his own personal accounts, pursuant to Section

20(b) of the Securities Act [15 U.S.C. § 77t(b)], Section 21(d)(5) of the Exchange Act [15 U.S.C.

§ 78u(d)(5)], and Section 209(d) of the Advisers Act [15 U.S.C. § 80b-9(d)].

III.

Enter an order requiring Nambiar to disgorge all ill-gotten gains received as a result of his

unlawful conduct plus prejudgment interest thereon pursuant to Sections 21(d)(3), 21(d)(5), and

21(d)(7) of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78u(d)(5), and 78u(d)(7)].

IV.

Enter an injunction, in a form consistent with Rule 65(d) of the Federal Rules of Civil

Procedure and pursuant to Section 21(d)(5) of the Exchange Act [15 U.S.C. § 78u(d)(5)], Section

20(b) of the Securities Act [15 U.S.C. § 77t(b)], and Section 209(d) of the Advisers Act [15 U.S.C.

§ 80b-9(d)], permanently restraining and enjoining Nambiar from, directly or indirectly, acting as

or being associated with an investment adviser.

COMPLAINT
SEC v. NAMBIAR -17-

Enter an order requiring Nambiar to pay civil monetary penalties pursuant to Section 20(d)

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

§ 78u(d)(3)], and Section 209(e) of the Advisers Act [15 U.S.C. § 80b-9(e)].

VI.

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.

VII.

Grant such other and further relief as this Court may determine to be just, equitable, and

necessary.

JURY DEMAND

Pursuant to Federal Rule of Civil Procedure 38 and Civil Local Rule 3-6, the SEC demands

a trial by jury on all issues so triable.

Dated: April 15, 2026
Respectfully submitted,

/s/ Yoona Kim
Yoona Kim
Attorney for Plaintiff
SECURITIES AND EXCHANGE COMMISSION

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