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SEC Files Fraud Charges Against Lottery.com Executives After SPAC Era Collapse

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by CBIA Team

The U.S. Securities and Exchange Commission has filed fraud charges against Lottery.com and several former senior executives, alleging a systematic scheme to inflate financial statements following the company's merger with a special purpose acquisition company (SPAC). The complaint marks another chapter in the dramatic downfall of a firm whose shares have plummeted 94% from their peak, leaving investors with substantial losses and raising fresh questions about SPAC-era oversight.

Background and Context

Lottery.com, which operated a digital lottery courier service, merged with Trident Acquisitions Corp. in October 2021 after announcing the deal in November 2020. The transaction was typical of the SPAC boom that swept U.S. markets during the pandemic, as special purpose acquisition companies provided alternative paths to public listings for private firms. Accounting concerns first surfaced in mid-2022 when Lottery.com's board discovered potential discrepancies in reported revenue and cash balances, triggering executive departures and subsequent regulatory scrutiny.

Key Figures and Entities

The SEC's litigation release names four individuals: former Lottery.com CEO Lawrence Anthony DiMatteo, former Chief Financial Officer Ryan Dickinson, former Chief Revenue Officer Matthew Clemenson, and Vadim Komissarov, who led Trident Acquisitions Corp. According to SEC filings, DiMatteo stepped down on July 22, 2022, after the company admitted to overstating its cash balance by $30 million. Dickinson had been terminated on July 1, while Clemenson resigned on July 11 of that year. In February 2025, Komissarov was arrested by the U.S. Attorney's Office for the Southern District of New York on separate charges related to alleged insider trading during the merger period.

The SEC alleges that defendants orchestrated multiple fake revenue schemes to artificially inflate Lottery.com's financial performance both before and after the public listing. According to the complaint, these fraudulent transactions accounted for most of the company's reported revenue during critical periods. The schemes included a $9 million sham sale of customer data where proceeds were routed through Mexican businesses before returning to their source, a fabricated $30 million advertising deal arranged shortly before the merger closed, and two additional bogus sales totaling more than $35 million after the company went public. The regulator is seeking permanent injunctions, disgorgement, civil penalties, and officer-and-director bans against the defendants.

International Implications and Policy Response

The Lottery.com case illustrates ongoing concerns about SPAC transactions and their susceptibility to financial misrepresentation. The company's collapse—from a $26.45 peak to minimal trading value—demonstrates the risks faced by retail investors in SPAC-era deals where traditional due diligence processes may be compromised. Meanwhile, Dickinson and Clemenson have agreed to permanent bans from serving as directors or officers of public companies without admitting wrongdoing, though financial penalties remain to be determined by the court. The case adds to growing regulatory scrutiny of SPAC structures, with policymakers increasingly questioning whether these alternative listing vehicles provide adequate investor protection.

Sources

This report draws on SEC litigation releases, company SEC filings, and U.S. Attorney's Office announcements regarding the criminal case against Vadim Komissarov. Additional context comes from court documents and public records detailing the SPAC merger and subsequent legal proceedings.

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by CBIA Team

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