The Lottery Was Rigged From the Start

EvilCorporations.com • SEC v. DiMatteo, Komissarov et al. • 59 min read

The People Who Got Left Holding the Ticket

Imagine you’re a retail investor in 2021. You’re not a hedge fund. You’re not a banker. You’re someone who got excited reading about a company that was digitizing the lottery, posting 87% quarter-over-quarter revenue growth, and promising to reach $71 million in annual revenue. The press releases sounded credible. The CEO was quoted in them. The numbers were audited. The company was listed on Nasdaq. You bought shares.

What you didn’t know — what you couldn’t have known — was that those numbers were almost entirely invented. The 87% growth? Built on a transaction where Lottery.com’s executives sent a USB drive full of junk data to a random address in Eastern Europe and called it a $9 million sale. The $71 million revenue target? The executives knew it was unreachable through actual ticket sales. They were planning to fake the rest of it before the year was even half over.

The market cap of Lottery.com peaked at over $400 million after the SPAC merger. That $400 million didn’t materialize from thin air. It came from people who read the press releases and the SEC filings and the earnings calls and believed what they were told. Every dollar of that valuation that evaporated when the fraud came to light was a dollar that someone — a retail investor, a pension fund, a person who thought they were making a reasonable bet on a publicly-traded company — lost permanently.

Then there are the employees. The company’s workers had nothing to do with this scheme. They showed up every day and tried to sell lottery tickets online. The executives who were looting the company’s credibility were simultaneously collecting $500,000 annual salaries — double what they’d been paid before the merger agreement was signed — and positioning themselves to collect millions in “earnout” shares if they could keep the stock price artificially elevated. When the board finally discovered the fraud in July 2022, the company furloughed nearly all of its employees and ceased core operations within weeks. People lost their jobs because the people above them were too busy executing escrow round-trips to build an actual business.

There is also a specific kind of betrayal baked into this particular fraud that goes beyond the money. These executives didn’t just lie to strangers. They lied to their own auditors while signing documents attesting to the truth of statements they knew were false. They lied to their own board of directors, hiding a $30 million line of credit from the outside directors who were supposed to be providing oversight. DiMatteo, who was the chairman of the board, used his position to prevent the very people responsible for catching fraud from learning it existed. The internal controls that are supposed to protect investors were not bypassed by sophisticated outside hackers. They were dismantled by the people whose job it was to maintain them.

The self-deleting messages are the detail that should keep you up at night. These are executives of a publicly-traded company, with legal obligations to shareholders, communicating on a platform they deliberately set to erase their conversations so there would be no record. Every day they woke up and chose to continue the fraud. Every day they chose the app that deleted the evidence. That is a conscious, deliberate decision to operate outside accountability. It is the behavior of people who knew exactly what they were doing and exactly how wrong it was.

What They Said, What It Proves

The following quotes are drawn verbatim from the SEC’s federal complaint, Case No. 1:26-cv-603, filed January 22, 2026 in the Southern District of New York. Nothing has been paraphrased or invented.

“Komissarov said that an acquaintance, identified as ‘M.I.’, had $9 million in escrow and would allow Komissarov to borrow it for 30 days. Komissarov outlined how the money could be loaned to Company A, which would enter into a phony purchase agreement with Lottery and then transfer the borrowed money to Lottery as payment. Lottery would record the transaction, hold the money in escrow at year-end to create the appearance of having an additional $9 million in cash/assets, and then return the money to M.I. in January 2021.”

“On December 27, 2020, the Law Firm’s principal emailed a ‘draft escrow disbursement request’ even though, at the time, Lottery had no money in the escrow account. The disbursement request, which Komissarov drafted or was involved in drafting, was for $9 million to be transferred from Lottery to M.I. The following day, prior to Lottery being credited with any money, Clemenson signed the instructions. In effect, before the round-trip transfer of money had begun, Lottery agreed to return the money.”

“‘Vlad’ was actually Komissarov. Because he was the CEO of Trident and was engaging in a scam to inflate Lottery’s financial results and perceived value, Komissarov sought to conceal his identity by adopting a pseudonym. As ‘Vlad,’ Komissarov participated in Zoom calls and other communications to facilitate agreements for the Czech Company to acquire the Mexican entities and then to ‘sell’ those entities to Lottery at the inflated price.”

“In a phone call with Clemenson and Dickinson recorded by the FBI, Komissarov acknowledged ‘if Trident and me specifically knew about [the Company A-Mexico transactions], then, then I’m in deep, deep, deep, deep water.'”

“DiMatteo, Clemenson, and Dickinson did not inform Lottery’s outside directors, Chief Legal Officer, or auditor about the line of credit. Instead, they intentionally concealed its existence to create the appearance that Lottery had received $30 million from Company E as payment for the transaction of September 30, 2021.”

What Investors Were Told Versus What Was True

These are the specific claims made to investors in press releases and SEC filings, placed directly against the documented facts from the complaint.

Who Gets Hurt When a Public Company Is a Lie

Public Health

The harm in this case is financial and psychological. The populations most exposed to it are specifically the ones least equipped to absorb it.

• Retail investors who bought Lottery.com stock on Nasdaq were purchasing shares in a company whose every revenue metric was manufactured. The company’s market cap hit over $400 million. When the truth came out, it fell to roughly $10 million. That is a 97.5% wipeout of market value, affecting every person who held shares during that period.
• The Trident SPAC had raised over $205 million from investors in its IPO. The entire purpose of that capital was to find a legitimate merger target. Instead, the CEO of the SPAC participated in fabricating the financial profile of the merger target. Shareholders who voted in favor of the merger were given materially false proxy documents to base that decision on. Shareholders who chose not to redeem their shares before the merger were effectively tricked into staying in.
• The psychological toll of investment fraud on ordinary people is documented and severe. Victims experience shame, anxiety, and a lasting distrust of financial institutions. In this case, those victims had done everything right: they read public filings, they looked at audited numbers, they saw a Nasdaq-listed company growing at 87% per quarter. The fraud was specifically designed to pass those tests.
• The employees of Lottery.com — people who had nothing to do with the fraud — lost their jobs when the company ceased operations in August 2022. Those workers were the casualties of their executives’ choices. The furlough was sudden and total. The company had been projecting strong growth and paying executive retention bonuses just months before it shut down.

Economic Inequality

SPAC fraud has a specific class dynamic that is worth naming clearly. The people with the most to gain were insiders with stock and earnout provisions. The people with the most to lose were the public.

• Under the Merger Agreement, DiMatteo, Clemenson, Dickinson, Komissarov, and Trident’s other founders stood to receive millions of dollars in “earnout” shares if Lottery’s stock price reached $13 per share for 20 of any 30 consecutive trading days. The Lottery executives could collectively receive up to 6 million additional shares. The SPAC founders could receive up to 4 million additional shares. The entire fraud was engineered, in significant part, to push the stock price toward those thresholds.
• DiMatteo, Clemenson, and Dickinson doubled their salaries — from $250,000 to $500,000 each — as part of the merger agreement signed in February 2021. They received these doubled salaries while executing a scheme to deceive the public investors who were funding the company they ran. In early 2022, even as the fraud was ongoing, the board awarded each of them retention bonuses of $227,740. DiMatteo was the chairman of the board that approved those bonuses and did not disclose the fraud to the outside directors who voted on them.
• The SPAC structure itself creates a structural inequality: SPAC founders like Komissarov receive shares (called “founder shares”) at a fraction of the price paid by public investors and have a strong financial incentive to complete a merger regardless of the quality of the target company. Komissarov personally owned approximately 200,000 shares worth over $2 million before the merger; he also had over $1.4 million in unreimbursed expenses at risk. These were his reasons for engineering the fraud. The public investors had no comparable information about the pressure Komissarov was under to close a deal.
• Approximately 480,000 shares of Lottery stock were sold in May 2022, generating proceeds of over $665,000, by an entity controlled by the principal of the law firm used to cycle the original $9 million loan. This is money extracted from public investors at market prices for shares that existed because of a fraud. The original 228,702 pre-merger shares had been issued to compensate insiders for participating in the scheme. They converted into 687,439 public shares after the merger and were liquidated into the market.

The Numbers in Human Terms