Former CEO Of A Special Purpose Acquisition Company – “SPAC” – Pleads Guilty To Securities Fraud

United States Attorney for the Southern District of New York, Jay Clayton, announced that VADIM KOMISSAROV, the former Chief Executive Officer of Trident Acquisitions Corp. ("TDAC"), a publicly traded special purpose acquisition company ("SPAC"), pled guilty today before U.S. District Judge Alvin K. Hellerstein to securities fraud for his role in a scheme to defraud TDAC investors and investors in TDAC's successor company, Lottery.com Inc., by publicly reporting false and misleading revenue and business information. KOMISSAROV is scheduled to be sentenced on June 24, 2026.

"Vadim Komissarov, the former CEO of Trident Acquisitions Corp., defrauded his shareholders," said U.S. Attorney Jay Clayton. "He manufactured fraudulent revenue and then obstructed the SEC's investigation, including by lying under oath. Whether it be SPACs or any other capital raising vehicles, when executives fabricate revenue and mislead our markets, this Office and our partners will pursue them vigorously."

According to the Indictment, plea agreement, and statements made in court:

From November 2020 through May 2022, KOMISSAROV engaged in a scheme to defraud TDAC investors and investors in TDAC's successor company, Lottery.com Inc., by publicly reporting false and misleading revenue and business information about a prospective acquisition target and by profiting from the effect of the deception by selling shares of Lottery.com before other market participants realized the true state of the company (the "Revenue Scheme").

The Revenue Scheme arose from an effort by KOMISSAROV to identify a suitable target for TDAC before TDAC reached a deadline to either use or return investor funds that had been raised to support an acquisition. In November 2020, KOMISSAROV settled on AutoLotto, Inc., d/b/a Lottery.com as a target for TDAC. To deceive TDAC shareholders about the nature of AutoLotto's business, and to thereby secure their approval for TDAC's acquisition of AutoLotto (the "Business Combination"), KOMISSAROV worked with others to improperly and misleadingly inflate AutoLotto's revenue and to report those inflated figures to TDAC's shareholders through public filings with the Securities and Exchange Commission ("SEC"), which KOMISSAROV signed or caused to be filed as the principal executive, financial, and accounting officer of TDAC.

The Revenue Scheme created the false appearance of revenue-generating business activity for AutoLotto and later for Lottery.com through a series of sham transactions, including a fraudulent $9 million roundtrip transaction that KOMISSAROV engineered using the alias "Vlad."

In April 2022 and May 2022, KOMISSAROV sold almost 300,000 Lottery.com shares for more than $600,000, months before Lottery.com disclosed to investors that it had identified errors in the company's reported revenue and available cash.

By June 2023 and August 2023, the enforcement staff of the SEC had begun to investigate TDAC and Lottery.com. After receiving a subpoena from the SEC for documents and testimony in connection with the SEC's investigation, KOMISSAROV schemed to obstruct the SEC's investigation. For example, during a call with two Lottery.com executives, KOMISSAROV said he wanted to "sync" his "clock[]" with them and align on a false and misleading narrative that concealed his involvement in some of the sham transactions that were part of the Revenue Scheme. KOMISSAROV warned the Lottery.com executives, "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."

KOMISSAROV also personally tried to obstruct the SEC's investigation. On November 20, 2024, KOMISSAROV provided sworn testimony to the SEC in connection with the SEC investigation into TDAC and Lottery.com. During his testimony, KOMISSAROV gave false and misleading answers about his prior communications with the Lottery.com executives and his involvement in the $9 million fraudulent roundtrip transaction that was part of the Revenue Scheme.

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KOMISSAROV, 54, of New York, New York, pled guilty to one count of securities fraud, which carries a maximum sentence of 20 years in prison.

The maximum potential sentence in this case is prescribed by Congress and provided here for informational purposes only, as any sentencing of the defendant will be determined by a judge.

Mr. Clayton praised the outstanding work of the Federal Bureau of Investigation. Mr. Clayton also thanked the SEC, which has filed a separate civil action against KOMISSAROV, for its assistance and cooperation in the investigation.

This case is being handled by the Office's Securities and Commodities Fraud Task Force. Assistant U.S. Attorneys Justin V. Rodriguez and Matthew R. Shahabian are in charge of the prosecution.