The Securities and Exchange Commission (SEC) today announced that it filed a partially-settled action against New York-based fintech start-up Kalder Inc. and its founder and CEO, Gökçe Güven, for allegedly raising nearly $6,705,000 million from investors through false and misleading statements concerning Kalder’s financial performance.

Güven agreed to a bifurcated settlement, which is subject to Court approval.

According to the SEC’s complaint, filed in the U.S. District Court for the Southern District of New York, from approximately April 2024 through at least December 2024, Kalder undertook a capital raise to fund its growth and operations.

In connection with this offering, defendants allegedly misled investors concerning Kalder’s financial performance by providing investors with inflated revenue streams, and by overstating the number of customers engaged in revenue-generating contracts.

The complaint alleges that Kalder maintained two sets of books—one accurate set prepared and maintained by its outside bookkeeper based on data from third party financial institutions, and a second set containing inflated numbers, created and communicated to investors at Güven’s direction.

The complaint also alleges that Kalder’s actual financial records reflect that the company’s monthly revenue was far below the figures presented to prospective investors and that the company was not experiencing the consistent and substantial growth the defendants described to investors.

The defendants also allegedly lied to investors about the number of customers that had entered into contracts with Kalder, when many of the customers they claimed were in revenue-generating contracts had in fact signed up for either free-of-charge “demo accounts” or for short-term discounted pilot programs to evaluate Kalder’s platform.

The SEC charges Güven and Kalder with violating Section 17(a)(2) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5(b) thereunder.

Without admitting the allegations in the complaint, Güven consented to the entry of a judgment, subject to Court approval, that would permanently enjoin her from violating the charged provisions of the federal securities laws and imposes a six-year officer and director bar.

The proposed judgment further provides that the Court shall order disgorgement with prejudgment interest and civil penalties against Güven in amounts to be determined by the Court upon motion by the Commission.

Güven previously pleaded guilty to securities fraud in a parallel criminal action brought by the U.S. Attorney’s Office for the Southern District of New York.