A Struggling Startup, a Ticking Clock, and a Meeting That Sparked a Fraud

By the fall of 2020, two separate companies were circling the drain. Lottery.com, an online lottery ticket platform then operating as AutoLotto, Inc., was borderline insolvent. The company had hired staff aggressively earlier that year, but revenue growth had collapsed. By September 2020, Lottery.com could barely make payroll. Its biggest anticipated revenue stream, a business partner called Company A, had gone dark for over eight months without sending a dollar.

On the other side of the table sat Trident Acquisitions Corp. Trident was a Special Purpose Acquisition Company, commonly known as a SPAC: a shell corporation with no actual operations, raised specifically to find a private company to merge with and take public. Trident had raised over $205 million from investors in 2018. By late 2020, it had burned through multiple failed attempts to find a merger target, shareholders had redeemed shares until only about $63.5 million remained in trust, and a regulatory deadline loomed. If Trident did not close a merger, it would dissolve and return whatever was left to investors. For Vadim Komissarov, Trident’s CEO, that outcome meant personal financial devastation: more than $2 million in stock would become worthless, and $1.4 million he had personally loaned to fund Trident’s search would vanish.

In early November 2020, a mutual introduction brought Komissarov together with Lottery.com co-founders Lawrence DiMatteo and Matthew Clemenson, along with company president Ryan Dickinson. Two desperate parties found each other. What followed, according to the SEC, was not a business deal. It was a conspiracy. 🔍

Inside the Fraud: How Four Executives Invented a Company Worth Hundreds of Millions

The SEC’s complaint is a detailed, allegation-by-allegation account of a multi-layered scheme with three interlocking parts: create fake revenue, spread that fake revenue across multiple quarters to simulate consistent growth, and then “spend” the fictional cash on acquisitions to make the balance sheet look healthy.

The $9 Million Round-Trip: Borrowing Money to Fake a Sale

In mid-December 2020, Komissarov outlined a plan to the Lottery executives. He told them that an acquaintance held $9 million in an escrow account at a Massachusetts law firm and would loan it for 30 days. The plan: loan the money to Company A, which would sign a fake purchase agreement with Lottery.com and then transfer the borrowed funds to Lottery as “payment” for data and services. Lottery would book the money as revenue, hold it at year-end to show cash on the balance sheet, and then return it in January. Neither Lottery nor Company A would actually provide goods or services. The entire transaction was theater.

The defendants used a private messaging app deliberately set to auto-delete messages after a short period, specifically to avoid creating records of their communications. They also fabricated a “Statement of Work” for a $9 million purchase, back-dated documents, and mailed a USB drive loaded with worthless data to an address in Eastern Europe to manufacture fake proof of delivery for auditors.

In its 2020 financial statements, Lottery.com reported $8.95 million held in escrow, materially overstating its assets. The company recognized $2 million of the fake deal as 2020 revenue, inflating that year’s results by over 36%. Another $2 million was booked in Q1 2021, inflating that quarter by more than 57%. A final $5 million hit Q2 2021, inflating that quarter by at least 90%. All of it was borrowed money cycling through shell agreements with no economic substance.

The Mexican Acquisition: Inflating Assets With a Middleman

The scheme had a logistical problem. Lottery had to explain what happened to the $9 million it claimed to have received. Komissarov’s solution was another fake transaction. He arranged for the borrowed money to be returned disguised as a payment for the acquisition of two Mexican lottery companies. Lottery had been told it could acquire 80% of those companies directly for about $1 million. Instead, Komissarov brought in a Czech Republic-based middleman company. The Czech entity would “buy” the Mexican companies for approximately $1 million and then “sell” them to Lottery at a dramatically inflated price of $10.5 million, with the $9 million in borrowed funds serving as the “payment.”

To conceal his own involvement, Komissarov adopted a pseudonym: “Vlad.” He participated in Zoom calls and negotiations on behalf of the Czech company under this alias. The Lottery executives, all of whom knew “Vlad” was Komissarov, played along. The SEC alleges that Lottery never actually paid $10.5 million for the Mexican companies. It paid $1.03 million to the actual owners and issued stock to the Czech entity as compensation for participating in the scheme. Lottery’s public filings, however, told investors they had paid nearly $10 million for companies that were actually worth about one tenth of that.

The $30 Million Advertising Credits Scam: Fraud at Scale, Post-Merger

The scheme accelerated after Lottery.com went public through the SPAC merger in October 2021. Komissarov had set an aggressive revenue target of $71 million for 2021. By September of that year, Lottery’s real revenues were nowhere near that figure. On September 30, 2021, the company executed a transaction with Company E: a purported sale of $10 million in advertising credits for $30 million. Company E did not have $30 million. The advertising credits were not freely transferable. And no assets were actually moved.

Lottery booked the entire $30 million as Q3 revenue. That single transaction represented 93% of the $32.2 million the company reported for the quarter. It also manufactured an $11.2 million “profit” out of what would otherwise have been a multi-million-dollar loss. DiMatteo publicly praised the results and told investors the company expected to meet its $71 million annual revenue target. 📉

When auditors naturally asked about the $30 million receivable, the Lottery executives obtained a secret $30 million line of credit, using $30 million of merger proceeds as collateral. They drew down the entire line, transferred the money to Company E, and then had Company E write a $30 million personal check back to Lottery. Lottery cashed it, creating the illusion that the sale had been paid for. The company paid a $300,000 origination fee and ongoing interest for this arrangement, deliberately concealing it from Lottery’s outside board members, its chief legal officer, and its auditors. DiMatteo, quoted in investor interviews, told audiences the $30 million had been collected.

The fraud continued through the end of 2021 and into 2022. Lottery issued two more fake invoices to Company E: one for $17.1 million in December 2021, and another for $18.5 million in March 2022. Neither represented real goods or services. Both were booked as revenue. By the time the scheme was exposed, Lottery had reported $70.5 million in full-year 2021 revenue. At least $54 million of that was fabricated.

Profit-Maximization at All Costs: The Incentives That Drove the Crime

The SEC’s complaint makes the financial motivations explicit. When the merger agreement was signed in February 2021, the Lottery executives doubled their own salaries from $250,000 to $500,000 annually. They also stood to receive millions of shares in publicly traded Lottery.com stock. The merger agreement included “earnout” provisions awarding up to 6 million additional shares to pre-merger Lottery stockholders if the stock price hit certain thresholds after going public. Komissarov and Trident’s other founders could earn up to 4 million additional shares under similar provisions.

The direct financial stakes for each individual defendant explain why the fraud was not a one-time act but an ongoing escalation. Each quarter brought new pressure to maintain the fiction. Real revenues were not growing. The only way to sustain the numbers was to keep manufacturing fake ones. And so they did, quarter after quarter, until the board stumbled onto the hidden line of credit. 💸

In early 2022, as the fake revenue kept flowing and the fabricated financials kept looking strong, Lottery’s board awarded DiMatteo, Clemenson, and Dickinson retention bonuses of $227,740 each. The board did not know the company’s revenues were largely invented. The executives who had engineered the fraud collected bonuses for the results of that fraud.

The Economic Fallout: Real Losses Built on Fictional Gains

Investors suffered the consequences that always follow when the truth catches up to financial fiction. Lottery.com’s market capitalization peaked at over $400 million after the de-SPAC merger. By the time the company disclosed accounting irregularities and halted operations in the summer of 2022, that figure had fallen to roughly $10 million. Investors who bought stock at or near the peak, trusting SEC filings and DiMatteo’s confident earnings calls, watched more than 97% of their investment’s value disappear.

The company furloughed nearly all of its employees in August 2022. People who had joined a company they believed was posting 87% sequential quarterly growth, who had structured their lives around those jobs and that perceived stability, were suddenly out of work. The fraud did not harm abstractions. It harmed people.

Trident shareholders who chose not to redeem their shares before the merger made that decision based on proxy materials that misrepresented Lottery.com’s revenues by more than 300%. They were entitled to redeem for approximately $10.94 per share. Many held on instead, expecting the growth story they had been told. The growth story was a lie.

How the SPAC Structure Created the Conditions for Fraud

Special Purpose Acquisition Companies exist in a legal gray zone that made this fraud easier to execute and harder to detect. A SPAC raises money from public investors and then has a limited time window to find a private company to merge with. If it fails, it dissolves and returns the money. That deadline is not incidental: it creates enormous pressure on SPAC sponsors, who have both financial and reputational incentives to close a deal, any deal, before time runs out.

Komissarov faced exactly that pressure. He had 200,000 shares that would become worthless if no merger happened. He had loaned $1.4 million to Trident. His associates faced even larger losses. The regulatory framework designed to protect investors in traditional IPOs does not apply with the same rigor to SPAC mergers. Private companies entering the market through SPAC mergers historically faced less scrutiny than those going through standard IPO processes. Lottery.com exploited that gap fully.

The merged company then had to meet the financial projections that had justified the deal. Komissarov had projected $71 million in 2021 revenue for a company that, in reality, could barely fund its own operations. Once real revenues failed to materialize, the choice between admitting failure and committing fraud became the central decision. These executives chose fraud.

The Language of Legitimacy: How Real-Looking Paperwork Masked Pure Fiction

One of the most revealing aspects of this case is the volume of official documentation the defendants created to support transactions that had no economic reality. They drafted Statements of Work. They signed Escrow Agreements. They created transfer instructions and account statements. They retained a Mexican attorney for an acquisition that was essentially theater. They produced invoices, purchase agreements, share purchase contracts, and management representation letters to auditors. Each document added a layer of institutional credibility to something that was entirely fraudulent.

DiMatteo and Dickinson signed a management representation letter to auditors on March 31, 2022, swearing that the company’s financial statements complied with accounting standards, that there were no material unrecorded transactions, that they had no knowledge of fraud, and that all receivables represented valid claims. Every one of those representations was false. They knew it when they signed. The auditors relied on those assurances.

Technocratic legal and financial language creates an appearance of rigor and oversight that can obscure the simplest human realities. In this case: four people decided to lie about how much money their company made, and they created a paper trail designed to prevent anyone from finding out. 📋

Profiting from Complexity: Shell Companies, Middlemen, and the Architecture of Evasion

The structure of the scheme depended on complexity. A Massachusetts law firm held escrow accounts. A Czech Republic company acted as a middleman for Mexican acquisitions it never actually funded. A Las Vegas entity received the returned loan proceeds. A newly created Company C replaced the Czech entity in the acquisition structure. Company D, controlled by the law firm’s principal, received the fraudulently issued Lottery stock. That principal then sold approximately 480,000 shares of Lottery stock in May 2022 for proceeds exceeding $665,000.

Each additional entity in the chain created another barrier between the fraud and investigators. Each transfer looked, in isolation, like a normal business transaction. The defendants understood this. The SEC alleges they used a self-deleting messaging app specifically to avoid creating any record of their coordination. Komissarov adopted a pseudonym to hide his own fingerprints on the Czech company’s role in the scheme.

This architecture of evasion is not improvisation. It reflects deliberate choices to exploit the complexity of corporate structures as a mechanism of fraud. The more entities involved, the harder the paper trail is to follow. That is precisely the point.

Corporate Accountability Fails the Public: What the SEC Is Now Asking For

The SEC filed its complaint in January 2026, roughly three and a half years after the fraud began and more than three years after the company collapsed. The legal system’s response, whatever its eventual outcome, cannot restore the wealth destroyed, the jobs lost, or the trust broken. The complaint seeks permanent injunctions, disgorgement of ill-gotten gains, civil penalties, and officer and director bars for all four individual defendants. It does not describe a criminal referral, though the mention of an FBI-recorded phone call indicates law enforcement was involved at some level in the investigation.

Corporate accountability mechanisms in the United States routinely arrive too late to prevent harm. They arrive after the fraud has run its course, after the company has collapsed, after employees have been furloughed, after investor losses are locked in. Enforcement action at that stage serves a deterrent function in theory. In practice, the people most harmed rarely receive meaningful restitution.

The SEC seeks disgorgement of ill-gotten gains, but the gains in this case are dispersed across salary increases, retention bonuses, and the inflated stock value that underpinned executive compensation arrangements. Quantifying, locating, and recovering those funds years later is a different challenge entirely from preventing the harm in the first place. 🏛️

Pathways for Reform: What Would Actually Prevent the Next Lottery.com

The structural vulnerabilities this case exposes are not unique to Lottery.com. They are features of the SPAC market as it operated at its peak. Several reform directions follow directly from the evidence.

SPAC sponsors face unique conflicts of interest that standard disclosure requirements do not adequately capture. Komissarov’s personal financial stake in completing any merger created incentives that were directly adverse to the interests of Trident’s shareholders. Stronger alignment requirements, or mandatory cooling-off periods between a SPAC sponsor’s financial interests and merger decisions, would reduce this structural conflict.

The SEC has already moved to increase disclosure requirements for SPAC mergers. But disclosure only works if the disclosures are accurate. Independent verification of revenue figures, particularly for pre-merger private companies entering public markets through SPACs, could catch fabricated transactions before they become the foundation of a $400 million market cap. Requiring third-party validation of significant revenue transactions before they appear in SEC filings adds friction that fraudsters find difficult to navigate.

Whistleblower protections and rewards matter too. In this case, the fraud ran for nearly two years after the company went public. That is a long time for a scheme involving multiple executives and external counterparties to remain hidden. Stronger financial incentives for insiders or counterparties who report fraud, combined with robust protection from retaliation, shorten the window during which fraud can compound investor harm.