COMPLAINT 1 

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MONIQUE C. WINKLER (Cal. Bar No. 213031) 

JASON H. LEE (Cal. Bar No. 253140) 

SUSAN F. LAMARCA (Cal. Bar No. 215231) 

 lamarcas@sec.gov 

THEIS FINLEV (Cal. Bar No. 264879) 

 finlevt@sec.gov 

Attorneys for Plaintiff 

SECURITIES AND EXCHANGE COMMISSION 

44 Montgomery Street, Suite 2800 

San Francisco, CA 94104 

Telephone: (415) 705-2500 

Facsimile: (415) 705-2501 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN JOSE DIVISION 

SECURITIES AND EXCHANGE COMMISSION, 

Plaintiff, 

 v. 

VIDUL PRAKASH, 

Defendant. 

Case No. ________ 

COMPLAINT 

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

SUMMARY OF THE ACTION 

1. This is a financial reporting and accounting fraud case arising from defendant 

Vidul Prakash’s role in View, Inc.’s (“View”) failure to accrue for and disclose over $20 million 

in liabilities, depriving investors of material information about View’s financial condition. 

2. Prakash approved the liability amounts that View accrued and disclosed even 

though the amounts excluded costs which Prakash had been told View had decided to incur. 

Case 3:23-cv-03300 Document 1 Filed 07/03/23 Page 1 of 15
COMPLAINT 2 

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3. View is a manufacturer of “smart” windows headquartered in Milpitas, 

California. In 2019, View’s management discovered a defect in many of its windows sold. 

4. As View’s CFO, Prakash was responsible for ensuring that View accurately 

disclosed the costs associated with its warranty liability in compliance with generally accepted 

accounting principles in the United States (“US GAAP”). He was also responsible for ensuring 

that View’s staff who prepared the company’s liability for such warranty costs had the 

information needed to recommend an accurate warranty liability. 

5. In a series of reports and financial statements filed with the Securities and 

Exchange Commission from December 2020 to May 2021, View disclosed a warranty liability 

which ranged between approximately $22 million to $25 million, based upon the period covered, 

consisting largely of projected costs to manufacture replacements for windows with a particular 

defect. 

6. At the time of those SEC filings, Prakash had been told that View had decided to 

also pay the costs to ship and install the replacement windows (the “Installation Costs”) for its 

customers, even though View did not believe it was required to do so under its written warranty. 

Prakash knew that the warranty liabilities that View disclosed excluded Installation Costs. 

7. At the time of those SEC filings, it was probable and could be reasonably 

estimated that View would spend over $20 million on Installation Costs, in addition to the $22 

million to $25 million that it disclosed largely for its projected costs to manufacture replacement 

windows. Therefore, under US GAAP, View should have recognized and disclosed the 

Installation Costs as part of its warranty liabilities. 

8. Despite receiving queries from the SEC and from View’s own controller that 

raised questions and concerns regarding the adequacy of View’s disclosed warranty liabilities, 

Prakash failed to address those questions and concerns and continued to maintain View’s 

warranty liabilities at a level that excluded the Installation Costs that View had decided to incur. 

9. As a result, View understated its warranty liabilities – and corresponding 

increases in expenses – by over $20 million, and its financial statements for fiscal years 2019 

and 2020 and Q1 2021 were materially misstated. View acknowledged this fact when it restated 

Case 3:23-cv-03300 Document 1 Filed 07/03/23 Page 2 of 15
COMPLAINT 3 

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its financial statements for those periods in May 2022, increasing its previously reported 

warranty liabilities by more than 100%. 

10. By his actions, Prakash violated the antifraud, proxy disclosure, and books and 

records provisions of the federal securities laws. Specifically, Prakash violated Section 17(a)(3) 

of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)]; Section 14(a) of the 

Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78n(a)]; and Exchange Act 

Rules 14a-9 [17 C.F.R. § 240.14a-9] and 13b2-1 [17 C.F.R. § 240.13b2-1]. 

11. The Commission requests, among other things, that the Court: (i) permanently 

restrain and enjoin Prakash from further violating the federal securities laws as alleged in this 

complaint; (ii) order Prakash to pay civil monetary penalties; and (iii) prohibit Prakash from 

acting as an officer or director of a publicly-traded company. 

JURISDICTION AND VENUE 

12. The Commission 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)] and Sections 21(d), 21(e), and 27 of 

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

13. This Court has jurisdiction over this action pursuant to Sections 20 and 22 of the 

Securities Act [15 U.S.C. §§ 77t and 77v)] and Sections 21 and 27 of the Exchange Act 

[15 U.S.C. §§ 78u and 78aa]. 

14. Prakash, directly or indirectly, made use of the means and instruments of 

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

courses of business alleged in this complaint. 

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

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

transactions, practices, and courses of business that form the basis for the violations alleged in 

this complaint occurred in this District. View is based in this District and filed its incorrect 

financial statements from its headquarters. The relevant offers and sales of securities also took 

place in this District. 

Case 3:23-cv-03300 Document 1 Filed 07/03/23 Page 3 of 15
COMPLAINT 4 

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16. 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 or omissions that give rise to the claims alleged 

herein occurred in Santa Clara County, where View’s principal place of business was located 

and where Prakash engaged in the relevant conduct. 

DEFENDANT 

17. Vidul Prakash, age 55, is a resident of Los Altos, California. Prakash served as 

View’s CFO from in or around March 2019 through November 2021. He has an MBA degree 

and has worked in finance and operations for over 25 years in companies ranging from startups 

to Fortune 100. 

RELATED ENTITY 

18. View, Inc. is a Delaware corporation with its principal place of business in 

Milpitas, California. It is a manufacturer of smart windows, originally formed as a private 

company in 2007. On March 8, 2021, View merged with a subsidiary of CF Finance Acquisition 

Corp II (“CF II”), a special purpose acquisition company, and as a result, its post-merger shares 

became publicly traded. View’s stock is registered with the Commission pursuant to Section 

12(b) of the Exchange Act and trades on the Nasdaq Global Market under the ticker symbol, 

“VIEW.” 

19. CF Finance Acquisition Corp II was a Delaware corporation with its principal 

place of business in New York. It was a special purpose acquisition company and an SECreporting company from May 2020 until its subsidiary merged with pre-merger View in March 

2021. Prior to the merger, CF II’s securities were registered with the Commission pursuant to 

Section 12(b) of the Exchange Act and traded on the Nasdaq Capital Market under the ticker 

symbol, “CFII.” 

FACTUAL ALLEGATIONS 

I. View Decides to Cover Costs of Installing Replacement Windows 

20. View manufactures and sells a smart window whose pane adjusts in response to 

the sun by tinting from clear to dark states, and vice versa. View’s smart windows have been 

sold to and installed at customer sites – mostly office buildings – across the country. 

Case 3:23-cv-03300 Document 1 Filed 07/03/23 Page 4 of 15
COMPLAINT 5 

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21. Prakash was hired as View’s CFO in March 2019. 

22. In 2019, View identified a defect in its windows related to a sealing component 

manufactured by a third-party (the “Defect”). 

23. View’s standard 10-year written warranty provided for View to replace its 

windows with the Defect, but did not specifically state that View would pay the Installation 

Costs. Nonetheless, when View identified the Defect, its leadership, including its Chief 

Executive Officer (“CEO”) and its Chief Business Officer (“CBO”), determined that View 

would cover the Installation Costs for its customers whose windows had the Defect because 

View was building its market, wanted to be good to its customers, and wanted repeat business. 

24. As CFO, Prakash attended regular meetings of View’s executive staff, which also 

included View’s CEO, CBO, and other executives. The Defect was discussed at executive staff 

meetings throughout 2019 to 2021. During those meetings, the executives discussed View’s 

decision to cover Installation Costs and how to communicate with View’s customers about the 

Defect. 

25. By no later than early 2020, View’s CBO had told Prakash that View had decided 

to cover Installation Costs for its customers, even though View’s management did not believe 

the warranty obligated it to do so. 

26. Around early 2020, View’s CBO assembled a team (the “Defect Response 

Team”) to manage View’s response to the Defect, including tracking Defects at customer sites, 

managing the process of replacing the windows, and training View’s Customer Success 

department – the View staff responsible for managing the replacement of windows with the 

Defect at customer sites. 

27. When View learned that a customer had a window with the Defect, View’s 

Customer Success department advised the customer that View would cover the customer’s 

Installation Costs (in addition to providing the customer replacement windows, as required under 

View’s written warranty). 

28. View’s Customer Success department did not apply an individualized assessment 

to determine whether it would pay Installation Costs for any particular customer. 

Case 3:23-cv-03300 Document 1 Filed 07/03/23 Page 5 of 15
COMPLAINT 6 

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29. The Customer Success department hired third-party window installers, known as 

glaziers, to perform the actual installation of the replacement windows. To hire glaziers, the 

Customer Success department staff submitted purchase requisitions – a request to buy services – 

for the Installation Costs, through View’s finance department. 

30. Prakash approved several purchase requisitions for Installation Costs for glaziers 

to install replacement windows from 2019 through 2021. 

31. Prakash never denied a purchase requisition for glaziers. In approving the 

purchase requisitions for glaziers, Prakash never questioned the Customer Success department’s 

decision to cover Installation Costs for the particular customer at issue; he also did not question, 

or ask them to provide, the criteria they had applied, if any, in deciding to cover those costs. 

32. The Defect Response Team sent Prakash weekly updates tracking which 

customers had windows with the Defect, the number of windows affected, how many windows 

had already been replaced, and how many windows remained to be replaced. 

33. View spent more than $2 million dollars on Installation Costs in each of 2019, 

2020 and 2021. 

II. Prakash Fails to Ensure that Installation Costs are Included in View’s Warranty 

Liability 

34. As CFO, Prakash was responsible for ensuring that View properly accounted for 

and disclosed its liabilities for replacing windows with the Defect. 

35. Under US GAAP, a loss contingency, such as a warranty liability, should be 

accrued and disclosed if it is both “probable” and “can be reasonably estimated.” 

36. Beginning around approximately late 2019 to early 2020, Prakash assembled a 

team consisting of members of View’s accounting and finance groups to determine whether 

View should accrue a warranty liability for its projected expenses associated with addressing the 

Defect (the “Warranty Liability Team”). Prakash’s role was to ensure that the Warranty Liability 

Team was supplied the information it needed for its work and to review and approve the final 

amount that the team determined should be accrued. 

Case 3:23-cv-03300 Document 1 Filed 07/03/23 Page 6 of 15
COMPLAINT 7 

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37. In January 2020, a member of the Warranty Liability Team sent Prakash an 

internal presentation summarizing the team’s warranty liability discussion at that time. In an 

Accounting Treatment section, the presentation stated, “[p]roduct warranty is a loss contingency 

that should be accrued if it is both probable and reasonably estimable.” The presentation 

concluded that a loss contingency for the Defect was “probable” and “reasonably estimable” and 

that View would therefore accrue the cost of “replacing” windows with the Defect. 

38. The presentation also noted that, “[l]abor cost is not covered in View’s warranty 

policy.” The Warranty Liability Team recommended that View did not need to accrue for and 

disclose the Installation Costs as part of the warranty liability because View’s written warranty 

did not obligate View to pay Installation Costs. The presentation failed to state that View had 

decided to cover Installation Costs, even though View’s management believed its written 

warranty did not obligate it to do so; as a result, the presentation also failed to analyze whether 

those costs were thus “probable” and could be “reasonably estimated,” and therefore should be 

accrued and included in the warranty liability. 

39. By the time of the presentation, Prakash had been told that View had decided to 

cover Installation Costs, notwithstanding View’s determination that such costs were not covered 

by View’s written warranty. Prakash nonetheless failed to ensure that the Warranty Liability 

Team considered View’s decision and actual practice of covering Installation Costs when it 

prepared its recommendation. 

40. As a result, the Warranty Liability Team that Prakash assembled to assess View’s 

warranty liability did so without considering View’s decision to cover Installation Costs. The 

Warranty Liability Team therefore incorrectly recommended that View book a warranty liability 

that excluded Installation Costs. 

41. Prakash approved the proposed warranty liability despite knowing that it 

excluded Installation Costs which View had decided to incur. 

42. With Prakash’s approval, in or around April 2020, View recorded a $24.5 million 

warranty liability for its projected cost of manufacturing replacement windows based on the 

Case 3:23-cv-03300 Document 1 Filed 07/03/23 Page 7 of 15
COMPLAINT 8 

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Warranty Liability Team’s recommendation. The warranty liability did not include any 

Installation Costs. 

43. In late 2020, Prakash asked View’s CBO, who was preparing View’s 2021 budget 

for Installation Costs, whether View would continue to cover the Installation Costs for its 

customers with the Defect. The CBO responded that View needed to continue to cover 

Installation Costs for its customers because the company was building market share and its 

reputation. 

44. Prakash did not ask the CBO what criteria the company would apply to determine 

whether to stop covering Installation Costs for its customers. Nor did Prakash tell the CBO that 

View’s practice of paying Installation Costs could have accounting implications. 

III. View’s Misleading SEC Filings 

45. On or around December 23, 2020, CF II filed with the Commission a Form S-4 

Registration and Proxy Statement in connection with its proposed merger with View. All 

information regarding View in the publicly-available Form S-4 was supplied by View. 

46. The Form S-4 stated that View recognized $24.5 million in warranty liabilities for 

the estimated cost to “replace” windows with the Defect. The Form S-4 did not disclose, and the 

financial statements contained therein did not reflect, that View had also decided to cover 

Installation Costs. 

47. Prakash reviewed the portion of the Form S-4 discussing the warranty liabilities 

before it was filed with the Commission. 

48. In addition, Prakash’s name was used throughout the proxy statement: his name 

was mentioned over 20 times in the proxy statement as View’s CFO; the statement included his 

biography, which noted that he joined View “with over 25 years of global finance and operations 

experience in private and public companies ranging from startups to Fortune 100”; and the proxy 

statement stated that Prakash would also be an executive officer (CFO) of the merged entity. 

49. By the time the Form S-4 was filed, Prakash had been told, and therefore knew or 

should have known, that View had decided to cover Installation Costs for its customers. But 

even though, as CFO, he was responsible for approving the warranty liability and had assembled 

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COMPLAINT 9 

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the team that worked on the warranty liability analysis, Prakash failed to ensure, as was his 

responsibility, that the View staff involved in preparing the Form S-4 had relevant information 

regarding View’s decision to pay, or practice of paying, Installation Costs such that they could 

analyze whether those costs should be included in the warranty liability. 

50. At that time, View had decided to pay the Installation Costs for the replacement 

windows. Additionally, at that time, View’s projected Installation Costs were probable, could be 

reasonably estimated, and exceeded $20 million. Therefore, under US GAAP, View should have 

accrued and disclosed a warranty liability including the Installation Costs. 

51. On or around January 18, 2021, View’s controller forwarded an email to Prakash 

stating that View spent $3.7 million on Installation Costs in 2020. 

52. On or around January 19, 2021, CF II received a Comment Letter from SEC staff 

in the Division of Corporation Finance regarding CF II’s Form S-4 filed in December 2020. The 

Comment Letter asked CF II to amend the Form S-4 in several respects, including to: 

More fully explain the specific facts and circumstances related to the additional 

warranty you recorded, including the assumptions underlying the amount you accrued. 

If you believe an additional loss is reasonably possible, disclose that fact and disclose 

the amount of the estimated additional loss or, if applicable, disclose you are unable 

to estimate the amount of the additional loss and explain the reasons why. 

53. Prakash led View’s effort to prepare a response to the Comment Letter, including 

assembling View’s accounting and finance staff to discuss how to respond. 

54. Even though the Comment Letter explicitly asked whether “an additional loss is 

reasonably possible,” and despite knowing that View had decided to cover Installation Costs for 

its customers as well as having recently received the email stating that View had spent $3.7 

million on Installation Costs in 2020, Prakash failed to consult View’s CEO, CBO, or its 

Customer Success team to determine how much in Installation Costs they anticipated, much less 

how much was “probable” and could be “reasonably estimated.” 

55. Nor did Prakash ensure that the staff involved in preparing a response to the 

Comment Letter were aware of View’s actual practice and decision to cover Installation Costs. 

Case 3:23-cv-03300 Document 1 Filed 07/03/23 Page 9 of 15
COMPLAINT 10 

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56. As a result, CF II’s amended Form S-4, filed on or around January 26, 2021, 

continued to fail to disclose View’s Installation Costs. 

57. In early February 2021, Prakash told View’s independent, external auditor, PwC, 

that View only paid Installation Costs for some customers, based on a case-by-case 

determination by View’s CEO and CBO of whether View wanted to go “above and beyond” for 

that particular customer. This was not true; View did not assess whether to cover Installation 

Costs on a case-by-case basis, and neither the CEO nor CBO had told Prakash that it did. 

58. On February 16, 2021, CF II filed with the Commission a Prospectus/Proxy 

Statement that included View’s financial statements disclosing the $24.5 million warranty 

liability for the Defect as of December 2019. All information regarding View in the 

Prospectus/Proxy Statement had been supplied by View. 

59. As with the December 23, 2020 Proxy and Registration Statement, Prakash’s 

name was used throughout the February 16, 2021 Prospectus/Proxy Statement: his name was 

mentioned over 20 times as View’s CFO; the statement included his biography; and the 

statement stated that Prakash would become an executive officer (CFO) of the merged entity. 

60. On or around March 12, 2021, View filed with the Commission a Current Report 

on Form 8-K disclosing the consummation of the merger between CF II and View on March 8, 

2021. The Form 8-K included View’s financial statements disclosing the $24.5 million warranty 

liability for the Defect. The Form 8-K did not disclose Installation Costs. 

61. Prakash reviewed the March 12, 2021 Form 8-K and signed it as View’s CFO. 

62. On or around April 7, 2021, View’s controller forwarded Prakash an email from 

View’s Vice President of Field Operations stating that View would pay for Installation Costs for 

26 customers that View had identified as having windows with the Defect. The controller told 

Prakash that, in light of the email, he had “concerns around implied performance obligations” 

regarding View paying Installation Costs. 

63. A few days later in April 2021, Prakash asked the CBO whether View would 

continue to cover Installation Costs for its customers, or whether View could instead do so on a 

case-by-case basis. The CBO responded that View needed to continue to cover the costs for its 

Case 3:23-cv-03300 Document 1 Filed 07/03/23 Page 10 of 15
COMPLAINT 11 

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customers in order to protect View’s reputation and maintain business; it could not do so on a 

case-by-case basis. 

64. On or around April 13, 2021, View’s Vice President of Field Operation reiterated 

to Prakash that View had decided to cover Installation Costs for all customers with the Defect. 

65. Despite this information, Prakash still did not ensure that staff involved in 

preparing View’s warranty liability analyzed whether View’s Installation Costs were probable 

and could be reasonably estimated – and should therefore be accrued for and disclosed in View’s 

warranty liability - in light of View’s decision to cover those costs. 

66. On or around May 17, 2021, View filed with the Commission a Quarterly Report 

on Form 10-Q for the quarter ended March 31, 2021. The Form 10-Q disclosed that View’s total 

warranty liability (including projected costs for both the Defect and all other warranty 

obligations) was $22.7 million as of December 31, 2020. The Form 10-Q further disclosed that 

the total warranty liability (including projected costs for both the Defect and all other warranty 

obligations) was $21.9 million as of March 31, 2021. The Form 10-Q did not disclose 

Installation Costs. 

67. Prakash reviewed the May 17, 2021 Form 10-Q and signed it as View’s CFO. 

68. In connection with the Form 10-Q, Prakash signed a certification pursuant to 

Exchange Act Rules 13a-14(a) and 15d-14(a) certifying, among other items, that, along with 

View’s other certifying officers, he is responsible for establishing and maintaining disclosure 

controls and procedures, and has 

Designed such disclosure controls and procedures, or caused such disclosure 

controls and procedures to be designed under our supervision, to ensure that 

material information relating to the registrant, including its consolidated 

subsidiaries, is made known to us by others within those entities, particularly during 

the period in which this report is being prepared 

69. In connection with the May 17, 2021 Form 10-Q, Prakash also signed a 

certification pursuant to 18 U.S.C. Section 1350, certifying, among other items, that, to his 

knowledge, “the information contained in the [Form 10-Q] fairly presents, in all material 

respects, the financial condition and results of operations of the Company.” 

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COMPLAINT 12 

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70. The May 17, 2021 Form 10-Q did not disclose, and the financial statements 

contained therein did not reflect, that View had decided to cover Installation Costs for the 

replacement windows. At that time, View had decided, and still intended, to pay those costs. 

71. At that time, View’s projected Installation Costs were probable, could be 

reasonably estimated, and exceeded $20 million. Therefore, under US GAAP, View should have 

accrued and disclosed a warranty liability including the Installation Costs. 

IV. View’s Internal Investigation and Restatement 

72. On November 9, 2021, View filed with the Commission a Current Report on 

Form 8-K stating that its Audit Committee, in consultation with View’s management, concluded 

that the previously-reported liabilities associated with the company’s warranty-related 

obligations and the associated cost of revenue were materially misstated because the recorded 

liabilities excluded costs View intended to incur when replacing windows with the Defect. View 

also announced that had Prakash resigned “in connection with the internal investigation 

findings,” effective November 8, 2021. 

73. On May 31, 2022, View issued a Form 8-K that restated its 2019 warranty 

liability as $53 million (previously reported as $25 million). View also restated its 2020 warranty 

liability as $48 million (originally stated as $23 million). 

74. On June 15, 2022, View issued a Form 10-K for fiscal year 2021 that included a 

restatement of its affected financial statements. In the Form 10-K, View disclosed that it 

identified material weaknesses in its internal control over financial reporting of its warranty 

related obligations, among other material weaknesses. 

75. During December 2020 through November 2021, the period that its financial 

statements were materially misstated, View obtained money or property from the sale of its 

securities, including from the sale of $440 million in shares pursuant to a private investment in 

public equity transaction and from payments received from the issuance of common stock upon 

the exercise of options. 

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COMPLAINT 13 

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FIRST CLAIM FOR RELIEF 

 Violations of Section 17(a)(3) of the Securities Act 

76. The SEC re-alleges and incorporates by reference each and every allegation 

contained in paragraphs 1 through 75, as if fully set forth herein. 

77. By engaging in the conduct described above, Prakash, directly or indirectly, 

singly or in concert, in the offer or sale of securities and by the use of the means or instruments 

of transportation or communication in interstate commerce or by use of the mails, engaged in 

transactions, practices, or courses of business which operated or would operate as a fraud or 

deceit upon purchasers of securities. 

78. By engaging in the foregoing, Prakash violated, and unless restrained and 

enjoined, will continue violating Section 17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)]. 

SECOND CLAIM FOR RELIEF 

Violations of Section 14(a) and Rule 14a-9 of the Exchange Act 

79. The SEC re-alleges and incorporates by reference each and every allegation 

contained in paragraphs 1 through 78, as if fully set forth herein. 

80. By engaging in the conduct described above, Prakash directly or indirectly, by 

use of mails, or the means or instrumentalities of interstate commerce or any facility of a 

national securities exchange, or otherwise, in contravention of Rule 14a-9 of the Exchange Act, 

solicited or permitted the use of his name to solicit proxies, consents, or authorizations in respect 

of non-exempt securities registered with the SEC pursuant to Section 12 of the Exchange Act [15 

U.S.C. § 78l], by means of a proxy statement, form of proxy statement, notice of meeting and 

other communications that contained statements, which, at the time and in the light of the 

circumstances under which they were made, were false and misleading with respect to material 

facts or which omitted to state material facts necessary in order to make the statements made 

therein not false or misleading or necessary to correct statements in earlier communications with 

respect to the solicitation of a proxy for the same meeting or subject matter which became false 

or misleading. 

Case 3:23-cv-03300 Document 1 Filed 07/03/23 Page 13 of 15
COMPLAINT 14 

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81. By engaging in the foregoing conduct, Prakash violated and, unless restrained and 

enjoined, will continue violating Section 14(a) of the Exchange Act [15 U.S.C. § 78n(a)] and 

Rule 14a-9 thereunder [17 C.F.R. § 240.14a-9]. 

THIRD CLAIM FOR RELIEF 

Violations of Rule 13b2-1 of the Exchange Act 

82. The Commission re-alleges and incorporates by reference each and every 

allegation contained in paragraphs 1 through 81, as if fully set forth herein. 

83. Prakash, by engaging in the acts and conduct described above, directly or 

indirectly, falsified or caused to be falsified books, records, or accounts subject to Section 

13(b)(2)(A) of the Exchange Act. 

84. By reason of the foregoing, Prakash violated, and unless restrained and enjoined 

will continue to violate Rule 13b2-1 of the Exchange Act [17 C.F.R. § 240.13b2-1]. 

PRAYER FOR RELIEF 

WHEREFORE, the Commission respectfully requests that the Court: 

I. 

Enter an order permanently restraining and enjoining Prakash from directly or indirectly 

violating Section 17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)], Section 14(a) of the 

Exchange Act [15 U.S.C. § 78n(a)], and Exchange Act Rules 14a-9 [17 C.F.R. § 240.14a-9] and 

13b2-1 [17 C.F.R. § 240.13b2-1]. 

II. 

Enter an order requiring Prakash to pay civil penalties pursuant to Section 20(d) of the 

Securities Act [15 U.S.C. § 77t(d)] and Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)]. 

III. 

Enter an order barring Prakash from serving as an officer or director of any issuer having 

a class of securities registered with the Commission pursuant to Section 12 of the Exchange Act 

[15 U.S.C. § 78l] or that is required to file reports pursuant to Section 15(d) of the Exchange Act 

[15 U.S.C. § 78o(d)], pursuant to Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)] and 

Sections 21(d)(1) and (d)(5) of the Exchange Act [15 U.S.C. §§ 78u(d)(1), (d)(5)]. 

Case 3:23-cv-03300 Document 1 Filed 07/03/23 Page 14 of 15
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IV. 

Grant such other and further relief as this Court may determine to be just and necessary. 

Dated: July 3, 2023 Respectfully submitted, 

/s/ Theis Finlev Theis Finlev 

Attorney for Plaintiff 

SECURITIES AND EXCHANGE COMMISSION 

Case 3:23-cv-03300 Document 1 Filed 07/03/23 Page 15 of 15