UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 105571 / May 28, 2026

ADMINISTRATIVE PROCEEDING

File No. 3-22421

In the Matter of

GrubMarket, Inc.,

Respondent.

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NOTICE OF PROPOSED PLAN OF

DISTRIBUTION AND OPPORTUNITY

FOR COMMENT

Notice is hereby given, pursuant to Rule 1103 of the United States Securities and

Exchange Commission’s (the “Commission”) Rules on Fair Fund and Disgorgement Plans (the

“Commission’s Rules”), 17 C.F.R. § 201.1103, that the Division of Enforcement has submitted

to the Commission a proposed plan of distribution (the “Proposed Plan”) for the distribution of

monies paid in the above-captioned matter.

On January 17, 2025, the Commission issued an Order Instituting Cease-and-Desist

Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making Findings, and

Imposing a Cease-and Desist Order (the “Order”) 1 against GrubMarket, Inc. (the “Respondent”).

In the Order, the Commission found that between November 2019 and February 2021, the

Respondent raised approximately $80 million from investors in a Series D financing round after

providing investors with financial statements and other financial information that materially

overstated the company’s historical revenues. The Commission found that the Respondent was

negligent in not disclosing that the financial statements and other financial information it

provided to investors, which purported to reflect the consolidated results of operations from

dozens of independent wholesalers, were unreliable.

The Commission ordered the Respondent to pay an $8,000,000.00 civil money penalty to

the Commission. The Commission also created a Fair Fund, pursuant to Section 308(a) of the

Sarbanes-Oxley Act of 2002, for the penalty payment (the “Fair Fund”).

The Fair Fund includes the $8,000,000.00 collected from the Respondent. The assets of

the Fair Fund are subject to the continuing jurisdiction and control of the Commission. The Fair

Fund has been deposited in an account designated for this matter with the Office of Financial

Management of the Commission.

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Securities Act Rel. No. 11354 (Jan. 17, 2025).

OPPORTUNITY FOR COMMENT

Pursuant to this Notice, all interested persons are advised that they may obtain a copy of

the Plan from the Commission’s public website at

https://www.sec.gov/litigation/fairfundlist.htm. Interested persons may also obtain a written

copy of the Proposed Plan by submitting a written request to Michael K. Catoe via email at

catoem@sec.gov. All persons who desire to comment on the Proposed Plan may submit their

comments, in writing, no later than thirty (30) days from the date of this Notice:

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to the Office of the Secretary, United States Securities and Exchange

Commission, 100 F Street, NE, Washington, DC 20549-1090;

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by using the Commission’s Internet comment form

(https://www.sec.gov/litigation/admin.shtml); or

3.

by sending an e-mail to rule-comments@sec.gov.

Comments submitted by email or via the Commission’s website should include “Administrative

Proceeding File No. 3-22421” in the subject line. Comments received will be publicly available.

Persons should submit only information they wish to make publicly available.

THE PROPOSED PLAN

The Fair Fund is comprised of the $8,000,000.00 in civil money penalties collected from

the Respondent, plus any interest and income earned thereon, less taxes, fees, and expenses. As

discussed in the proposed plan, the Division of Enforcement has determined that a distribution is

not feasible in this matter because investors who purchased the Series D securities during the

Relevant Period did not suffer out-of-pocket losses as a result of the Respondent’s overstated

financial statements. The Proposed Plan therefore provides for the transfer of the Fair Fund to

the United States Treasury and the termination of the Fair Fund. Within sixty (60) calendar days

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of Commission approval of the Distribution Plan, the funds will be paid to the general fund of

the United States Treasury, subject to the Securities Exchange Act of 1934 Section 21F(g)(3).

For the Commission, by the Division of Enforcement, pursuant to delegated authority. 2

Vanessa A. Countryman

Secretary

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17 C.F.R. § 200.30-4(a)(21)(iii).

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