# UNITED STATES OF AMERICA

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URL: https://www.frixlaw.com/law-library/documents/agency%3Asec%3Ae18ba34f5d1f1993

## Record

- **Collection:** Agency decision
- **Document type:** Agency decision

## Text

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.
1

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:
1.

to the Office of the Secretary, United States Securities and Exchange
Commission, 100 F Street, NE, Washington, DC 20549-1090;

2.

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

2

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

2

17 C.F.R. § 200.30-4(a)(21)(iii).

3

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Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Asec%3Ae18ba34f5d1f1993. Public record. Not legal advice.