Vadim Komissarov, the former CEO of Trident Acquisitions Corp. (TDAC), is facing serious federal charges, including securities fraud, obstruction of justice, and perjury. Prosecutors allege he orchestrated a scheme to deceive investors by reporting false revenue figures to secure a merger with Lottery.com. The indictment, unsealed in the Southern District of New York, details an elaborate plan involving fabricated financial transactions, misleading SEC filings, and attempts to obstruct investigations.

Authorities state that between November 2020 and May 2022, Komissarov engaged in fraudulent activities designed to inflate Lottery.com’s revenue and mislead investors. TDAC, a special purpose acquisition company (SPAC), was under pressure to merge with a target before its deadline, or it would be forced to return funds to investors. Komissarov allegedly manipulated financial records and executed sham deals to secure the acquisition of AutoLotto, which later became Lottery.com, according to Bloomberg Law.

One of the key allegations centers around a $9 million roundtrip transaction that Komissarov reportedly engineered under the alias “Vlad.” This deal, prosecutors claim, falsely portrayed revenue growth and helped convince shareholders to approve the merger. Following the completion of the acquisition in late 2021, Lottery.com’s stock surged, reaching a valuation of over $800 million. However, by mid-2022, the company faced financial turmoil, struggling to meet payroll and revealing significant discrepancies in its reported revenue.

Fabricated Transactions and Obstruction Allegations

The indictment outlines multiple deceptive transactions, including the acquisition of a Mexican gaming company and a complex $30 million financing deal. Authorities allege that these transactions were structured to create the illusion of profitability, boosting investor confidence while concealing the company’s actual financial state. In reality, a significant portion—$54.1 million out of $68.5 million—of Lottery.com’s reported 2021 revenue was allegedly fraudulent.

Komissarov is also accused of profiting from the deception by selling nearly 300,000 shares of Lottery.com stock for over $600,000 in early 2022, just months before the company disclosed its financial irregularities.

When the U.S. Securities and Exchange Commission (SEC) launched an investigation into Lottery.com in mid-2023, Komissarov allegedly attempted to obstruct it. He reportedly instructed former company executives to align their stories to minimize his involvement. During one conversation, he was recorded warning, “Guys, you do understand, you say that I was involved with this transaction… if Trident and me specifically knew about it, then I am in deep, deep, deep, deep water… So, if you come out and say that I was involved, then I am in deep shit.”

Additionally, he allegedly provided false testimony to the SEC under oath in November 2024, denying any involvement in the fraudulent financial activities.

Criminal Charges and Legal Proceedings

Komissarov has been charged with nine counts, including conspiracy to commit securities fraud, securities fraud, making false statements in proxy filings, obstruction of justice, and perjury. The most serious charges—securities fraud, making false statements, and obstruction—each carry a maximum sentence of 20 years in prison, while the conspiracy and perjury charges each have a maximum sentence of five years.

The case, overseen by United States District Judge Alvin K. Hellerstein, is being prosecuted by the Southern District of New York’s Securities and Commodities Fraud Task Force. The investigation was led by the FBI, with assistance from the SEC.

FBI Assistant Director James E. Dennehy emphasized the severity of the case, stating, “Vadim Komissarov allegedly tried to secure a winning ticket by developing an elaborate scheme comprised of inflated profits, falsified transactions, and perjurious statements to sell company shares.”

While the charges against Komissarov remain allegations, and he is presumed innocent until proven guilty, the case represents a significant crackdown on fraudulent practices within SPAC mergers. Lottery.com has since replaced its board and executive leadership in an effort to distance itself from past controversies.