SEC v. PAUL A. PEREIRA, No. 1:24-cv-20757, Southern District of Florida (Feb. 27, 2024) — Complaint

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA

CASE NO.:

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

v.

PAUL A. PEREIRA,

Defendant.
__________________________________________/

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF

Plaintiff Securities and Exchange Commission (the “Commission”) alleges as follows:

I. INTRODUCTION
1. This case concerns a fraudulent scheme by Defendant Paul A. Pereira (“Defendant”
or “Pereira”), the former Chief Executive Officer (“CEO”) and co-founder of Alfi, Inc. (“Alfi”),
an  advertising  technology  company,  to  deceive  investors  about  Alfi’s  success  and  financial
performance in order to generate interest in the company and boost Alfi’s stock price.
2. From  at  least  June  2021  to  August  2021,  Pereira  made  materially  false  and
misleading statements regarding the company’s revenues, an alleged agreement with a third party
to place Alfi technology in retail locations, and the company’s current and projected advertising
inventory.  The  term  “advertising  inventory,”  a  key  performance  metric  for  Alfi,  refers  to  the
amount  of  advertising  revenue  that  a  company  can  generate  from  its  media  assets,  such  as
billboards, devices, or other displays.
3. Pereira made these false and misleading statements in pseudonymous social media
posts, a YouTube interview, and in a company-issued press release.

  
 
 
2
 
4. By engaging in the conduct set forth in this Complaint, Pereira violated Sections
17(a)(1) and 17(a)(3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)(1) and
77q(a)(3)], Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. §
78j(b)],  and  Exchange  Act  Rule  10b-5  [17  C.F.R.  §  240.10b-5].  Unless  enjoined,  Pereira  is
reasonably  likely  to  continue  to  violate  the  federal  securities  laws.  In  addition  to  permanent
injunctive relief, the Commission also seeks an order requiring Pereira to pay a civil penalty and
an officer and director bar.
II. DEFENDANT AND RELEVANT ENTITY
A. Defendant
5. Pereira, age 62, resides in Miami Beach, Florida. In April 2018, Pereira co-founded
Lectrefy, a company later renamed Alfi, and served as its CEO and on its Board of Directors from
April 4, 2018, until he resigned on February 2, 2022.
B.  Relevant  Entity
6. Alfi, a Delaware corporation formed in 2018 and headquartered in Miami Beach,
Florida,  was  an  advertising  technology  company  that  purportedly  developed  technology  to
measure  and  generate  reporting  on  audience  presence,  demographics,  and  responses  to  digital
advertisements.  Alfi’s  common  stock  and  warrants  were  registered  with  the  Commission  under
Section 12(b) of the Exchange Act and traded on the NASDAQ Stock Market from May 3, 2021
until October 27, 2022, when they were delisted. On October 14, 2022, Alfi filed a petition for
Chapter  7  bankruptcy  protection  in  the  United  States  Bankruptcy  Court  for  the  District  of
Delaware. In re Alfi, Inc., Case No. 22-bk-10979 (Del. Bankr. Oct. 14, 2022).

  
 
 
3
 
III. JURISDICTION AND VENUE
7. This  Court  has  jurisdiction  over  this  action  pursuant  to  Sections  20(b),  20(d)(1),
and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(c)], and Sections 21(d)
and 27(a) of the Exchange Act [15 U.S.C. §§ 78u(d) and 78aa(a)].
8. This Court has personal jurisdiction over the Defendant and venue is proper in the
Southern District of Florida because: (a) Pereira resides in the District; and (b) a substantial part
of the events or omissions giving rise to the violations of the Securities Act and the Exchange Act
occurred in the District.
9. In connection  with  the  conduct  alleged  in  this  Complaint,  Pereira,  directly  and
indirectly, singly or in concert with others, made use of the means or instrumentalities of interstate
commerce, the means or instruments of transportation and communication in interstate commerce,
and the mails.
IV. FACTUAL ALLEGATIONS

A. Alfi’s Business and Initial Public Offering
10. In  April  2018,  Pereira  cofounded  Lectrefy,  a  company  which  was  later  renamed
Alfi, along with his son and a business associate. Alfi was in the business of creating technology
that purportedly used artificial intelligence and big data analytics to measure and predict human
responses to advertisements.
11. As part of its business strategy, Alfi developed advertising technology for tablets
and kiosks, and attempted to contract with brands and advertising firms to display advertisements
on the devices.
12. According  to  the  company’s  amended  Form  S-1  filed  with  the  Commission  on
April 26, 2021, the technology was able to “determine the age, gender, ethnicity, geolocation and

  
 
 
4
 
emotion”  of  someone  in  front  of  an  Alfi-enabled  tablet  or  kiosk,  and  then  deliver,  in  real  time,
advertisements suited to that viewer based on the viewer’s profile. In media interviews, Pereira
explained that Alfi-enabled devices were able to detect, for example, a 25-year-old female wearing
a pair of yellow sunglasses in front of the device, and then show Louis Vuitton products or Gucci
sunglasses to her instead of ads on retirement homes.
13. Alfi’s success depended, in significant part, on the size of its advertising inventory,
also known as revenue inventory, which means the amount of advertising revenue that a company
is able to generate from its media assets, such as screens, devices, or other displays.
14. One key element of Alfi’s business strategy was contracting with Uber, Lyft, and
taxi  drivers  and  distributing  Alfi-enabled  devices  to  their  vehicles  to  play  advertisements  and
generate revenue.
15. By  November  2020,  however,  the  company  had  generated  no  revenue  and  was
running  out  of  funds  to  operate  the  business.  To  raise  money,  Pereira,  other  members  of  Alfi
management, and the Board of Directors decided to conduct an initial public offering (“IPO”) of
Alfi stock.
16. Alfi  filed  a  draft  Form  S-1  registration  statement  with  the  Commission  on
November 30, 2020. The registration statement became effective on May 3, 2021, and trading in
Alfi  common  stock  and  warrants  on  the  NASDAQ  Stock  Market  began  the  following  day.  The
company reportedly raised around $17.8 million in the initial public offering. Investors exercised
Alfi  warrants  throughout  the  period  from  approximately  June  18,  2021  through  approximately
September 20, 2021. During this period, the company received approximately $16 million from
the sale of warrants.
 

  
 
 
5
 
B. Pereira Created a Pseudonymous Account on Stocktwits and Posted
Material Misrepresentations Concerning Alfi’s Revenues
17. In the months following Alfi’s May 4, 2021 IPO, the company received attention
from members of the press and retail investors on social media, who began to describe Alfi as a
so-called  “meme  stock.”  The  term  “meme  stock”  generally  refers  to  equity  securities  that
experienced extreme price volatility during the periods of 2020 and 2021 due, at least in part, to
abnormally high volumes of buying and selling in the stock by retail investors.
18. Alfi’s stock price experienced significant price and volume volatility. On the day
of its IPO, Alfi’s common stock opened at a price of $3.60 per share. By June 16, 2021, the stock
price had increased to $9.22 per share and, on June 28, 2021, the stock was trading at more than
$22 per share before declining steadily through July 2021.
19. Increasing  Alfi’s  visibility  on  social  media  platforms  with  a  large  retail  investor
audience was a priority for Pereira. Pereira expressed concern to Alfi employees about the lack of
attention being paid to Alfi on social media. He directed employees to post favorable information
about Alfi to social media platforms, such as Stocktwits, a finance-focused social media platform
popular among retail investors.
20. On  or  around  May  18,  2021,  Pereira  created  an  account  on  Stocktwits  under  the
moniker “Uptix12.” Over the next five months, in violation of Alfi’s social media policy, Pereira
posted information on Stocktwits about Alfi multiple times per week and, often, multiple times
per day.
21. Due to the pseudonymous nature of the “Uptix12” moniker, which did not identify
Pereira, there was no way for Stocktwits users to determine that Pereira, the CEO of Alfi at the
time,  controlled  the  Uptix12  account.  Through  the  account,  Pereira  often  made  posts  praising

  
 
 
6
 
Alfi’s technology and strategy and, at times, he disparaged other Stocktwits users who criticized
Alfi.
22. On  June  3,  2021,  Pereira  posted  the  following  materially  false  and  misleading
statement  on  Stocktwits  about  Alfi’s  reported  revenues:  “$ALF  Read  between  the  CEO  lines.
Focused execution. They know exactly what they are doing. I wouldn’t doubt that ALFI have [sic]
$10 mm to $20 mm in revenues already in their back pocket!”

23. When he posted this statement on Stocktwits, Pereira knew, or was reckless in not
knowing, that Alfi did not have anywhere close to $10 million to $20 million in revenues.
24. The day before his post, on June 2, 2021, Pereira received a near final draft of Alfi’s
first Form 10-Q, reporting revenues of only $17,450 for the three-month period ending March 31,
2021.  The  final  version  of  the  Form  10-Q,  filed  with  the  Commission  on  June  10,  2021,  also
reported $17,450.
25. In its filings with the Commission, Alfi reported only $26,465 in revenues for the
fiscal year ending December 31, 2021, and $63,303 and $129,302 for the quarters ending March
31, 2022, and June 30, 2022, respectively.

  
 
 
7
 
C. Pereira Falsely Claimed that Alfi Entered into an Agreement with a Third
Party for the Deployment of Alfi Technology
26. On  June  16,  2021,  six  days  after  Alfi  reported  revenues  of  only  $17,450  for  the
period ending March 30, 2021, Pereira gave an interview on the YouTube channel of a financial
media company.
27. During the interview, Pereira told the host of the program that: “[T]he founder of
[a large restaurant chain] . . . is an investor in Alfi. He was so  intrigued  by  the  technology  that
we’re going into contract with his chain and his restaurants to deploy Alfi in those restaurants.”
28.  At the time he made this statement, Pereira knew, or was reckless in not knowing,
that no such contract had been contemplated by the parties. The founder never discussed a contract
to deploy Alfi technology in his restaurant chain with Pereira or any other Alfi personnel. In fact,
by  the  time  he  met  Pereira,  the  founder  had  retired  from  the  restaurant  business  and  was  not
authorized to bind any restaurant chain to a contract.
D. Pereira Made Material Misstatements and Omissions Concerning Alfi’s
Current and Projected Advertising Inventory
29.   By  July  2021,  Alfi  had  engaged  an  advisor  to  identify  companies  as  potential
acquisition targets. Pereira hoped to increase the price and daily trading volume of Alfi stock to
improve the company’s negotiating position in a potential acquisition.   
30. On July 15, 2021, Pereira emailed Alfi’s external investor relations consultant that
the company “need[s]” daily trading volumes of 10 million shares and a stock price between $18
and $20 to close an acquisition. Alfi common stock’s opening price that day was $10.64 per share,
which was down from its high of $22.50 per share on June 28, 2021.
   
31.  By early August 2021, Alfi common stock was trading predominately in the $7 to
$9 per share range.

  
 
 
8
 
32. Pereira was concerned about the continuing decline in Alfi’s stock price. On August
12, 2021, Pereira emailed Alfi’s investor relations consultant, copying other Alfi senior executives,
and explained that the company needed to regain some of its lost market capitalization.
33. On August 16, 2021, Alfi’s in-house social media manager emailed Pereira that “the
news among the retail community is not what we expect. The investors want to know about the
earnings,  and  they  don’t  necessarily  want  to  see  study  data....”  He  added  that  the  company’s
external investor relations consultant “is hopeful that the sentiment will change when the quarterly
earnings comes [sic] out today.”
34. However, later that day, Alfi reported revenue of only $936 for the quarter ending
June 30, 2021, and on the following day, August 17, 2021, the company’s stock price opened at
$6.90 per share, its lowest price in nearly two months. That very day, Pereira took action, issuing
multiple materially false and misleading statements and omissions in a company press release and
several Stocktwits posts concerning Alfi’s annual revenue inventory.
35. On August 17, 2021, at 11:36 a.m. EST, Pereira, as CEO, approved the issuance of
a press release announcing that the company planned to distribute Alfi-enabled devices to rideshare
vehicles in 14 U.S. cities. The press release stated prominently that Alfi would have in “Excess of
$100 million in advertising inventory available before end of 2021.”
36. The press release also included the following quote inserted by, and attributed to,
Pereira: “Launching our rideshare partner program nationally is a significant milestone for Alfi.
Our available advertising inventory by the end of 2021 is expected to be in excess of $100 million
and by the end of 2022 in excess of $500 million.”

  
 
 
9
 
37. Shortly after approving the press release, between 12:10 p.m. and 1:26 p.m. EST,
Pereira made three separate posts on Stocktwits through his Uptix12 account, further representing
that Alfi has $100 million in revenue inventory:
 
 
 
 
38. Pereira’s statement that “Alfi has $100 million of revenue inventory” was false. At
the time, Alfi had distributed, at most, 1,500 Alfi-enabled devices, and internal company estimates
provided  to  Pereira  showed  that  the  company  expected  to  generate  approximately  $238.63  per
month from each device. Far short of $100 million, as of August 17, 2021, the company only had,
at most, $4.3 million of revenue inventory.
39. In addition, Pereira’s statements projecting that Alfi would have $100 million of
revenue inventory by the end of 2021 lacked a reasonable basis. Pereira knew, or was reckless in

  
 
 
10
 
not knowing, that to achieve $100 million in annual advertising inventory by the end of 2021, Alfi
would have had to distribute approximately 35,000 Alfi-enabled devices in rideshares by the end
of 2021, with each device projected to generate approximately $238.63 per month.
40. But,  on  July  30,  2021,  just  a  few  weeks  before  releasing  his  projections,  Pereira
received an email from Alfi staff, showing an internal target of 8,600 device distributions by the
end  of  2021.  Pereira  called  the  number  of  signed  agreements  with  rideshare  drivers  “very
concerning.”
41. Pereira had reason to be concerned. Even the target of 8,600 device distributions
by end of 2021 was optimistic. The July 30, 2021 email showed, at most, 1,323 devices had been
distributed as of that date. In addition, the company experienced significant difficulties contacting
drivers and procuring from them the documentation required to obtain a device, such as proof of
insurance and drivers’ licenses. Alfi engineers also were still in the process of resolving technical
issues that affected the ability of the devices to play advertisements reliably.
42. By August 2021, Alfi only had around 20,000 tablets in physical inventory and had
distributed no more than 1,500 devices.
43.   Not  surprisingly,  by  the  end  of  2021,  Alfi  had  no  more  than  $5.4  million  in
advertising inventory and not the $100 million that Pereira had projected.
E. Pereira’s Resignation and Alfi’s Bankruptcy
44. On October 22, 2021, the Board of Directors placed Pereira on administrative leave
and  authorized  an  independent  internal  investigation  conducted  by  a  special  committee  of  the
Board regarding certain corporate transactions unrelated to the allegations in this Complaint.
45. The  Board’s  special  committee  found  that,  in  addition  to  corporate  governance
abuses  and  related  misconduct  by  Pereira,  inaccurate  social  media  posts  were  made  from  a

  
 
 
11
 
pseudonymous  account  using  Pereira’s  computer.  On  February  2,  2022,  Pereira  resigned  his
position as a director and as CEO.
46. On October 14, 2022, Alfi filed for Chapter 7 bankruptcy protection in the United
States Bankruptcy Court for the District of Delaware.
V. CLAIMS FOR RELIEF

COUNT I

Violations of Section 17(a)(1) of the Securities Act

47. The Commission repeats and realleges paragraphs 1 through 46 of this Complaint
as if fully incorporated herein
48. From  at  least  May  2021  to  September  2021,  Defendant,  in  the  offer  or  sale  of
securities  by  use  of  any  means  or  instruments  of  transportation  or  communication  in  interstate
commerce or by use of the mails, knowingly or recklessly, directly or indirectly, employed devices,
schemes,  or  artifices  to  defraud.  By  reason  of  the  foregoing,  Defendant  violated  and,  unless
enjoined,  is  reasonably  likely  to  continue  to  violate  Section  17(a)(1)  of  the  Securities  Act  [15
U.S.C. § 77q(a)(1)].
COUNT II

Violations of Section 17(a)(3) of the Securities Act

49. The Commission repeats and realleges paragraphs 1 through 46 of this Complaint
as if fully incorporated herein.
50. From  at  least  May  2021  to  September  2021,  Defendant,  in  the  offer  or  sale  of
securities  by  use  of  any  means  or  instruments  of  transportation  or  communication  in  interstate
commerce  or  by  use  of  the  mails,  directly  or  indirectly,  negligently  engaged  in  transactions,

  
 
 
12
 
practices, or courses of business which have operated, are now operating, or will operate as a fraud
or deceit upon the purchasers.
51. By reason of the foregoing, Defendant violated and, unless enjoined, is reasonably
likely to continue to violate Section 17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)].
COUNT III

Violations of Section 10(b) and Rule 10b-5(a) of the Exchange Act

52. The Commission repeats and realleges paragraphs 1 through 46 of this Complaint
as if fully incorporated herein.
53. From at least May 2021 to September 2021, Defendant, directly or indirectly, by
the  use  of  any  means  or  instrumentality  of  interstate  commerce,  or  of  the  mails,  knowingly  or
recklessly employed devices, schemes, or artifices to defraud in connection with the purchase or
sale of any security.
54. By reason of the foregoing, Defendant violated and, unless enjoined, is reasonably
likely to continue to violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Exchange
Act Rule 10b-5(a) [17 C.F.R. § 240.10b-5(a)].
COUNT IV

Violations of Section 10(b) and Rule 10b-5(b) of the Exchange Act

55. The Commission repeats and realleges paragraphs 1 through 46 of this Complaint
as if fully incorporated herein.
56. From at least May 2021 to September 2021, Defendant, directly or indirectly, by
the  use  of  any  means  or  instrumentality  of  interstate  commerce,  or  of  the  mails,  knowingly  or
recklessly made untrue statements of material facts or omitted to state material facts necessary in

  
 
 
13
 
order to make the statements made, in the light of the circumstances under which they were made,
not misleading, in connection with the purchase or sale of any security.
57. By reason of the foregoing, Defendant violated and, unless enjoined, is reasonably
likely to continue to violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Exchange
Act Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)].
COUNT V

Violations of Section 10(b) and Rule 10b-5(c) of the Exchange Act

58. The Commission repeats and realleges paragraphs 1 through 46 of this Complaint
as if fully incorporated herein.
59. From at least May 2021 to September 2021, Defendant, directly or indirectly, by
use  of  any  means  or  instrumentality  of  interstate  commerce,  or  of  the  mails,  knowingly  or
recklessly  engaged  in  acts,  practices,  and  courses  of  business  which  have  operated,  are  now
operating, or will operate as a fraud upon any person in connection with the purchase or sale of
any security.
60. By reason of the foregoing, Defendant violated and, unless enjoined, is reasonably
likely to continue to violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Exchange
Act Rule 10b-5(c) [17 C.F.R. § 240.10b-5(c)].
VI. RELIEF REQUESTED

WHEREFORE, the Commission respectfully requests the Court find the Defendant
committed the violations alleged, and:

  
 
 
14
 
A.
Permanent Injunction Against Defendant

Issue  a  Permanent  Injunction  enjoining  Pereira  from  violating  Sections  17(a)(1)  and
17(a)(3)  of  the  Securities  Act  [15  U.S.C.  §  77q(a)(1)  and  77q(a)(3)]  and  Section  10(b)  of  the
Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
B.
Civil Penalty

Issue an Order directing Pereira to pay civil money penalties pursuant to Section 20(d) of
the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. §
78(d)(3)].
C.
Officer and Director Bar

Issue an Order barring Pereira, pursuant to Section 20(e) of the Securities Act [15 U.S.C.
§ 77t(e)], and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)], from serving as an
officer or director of any company that has a class of securities registered with the Commission
pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l], or that is required to file reports
pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)].
D.
Further Relief

Grant such other and further relief as may be necessary and appropriate.
E.
Retention of Jurisdiction

Further, the Commission respectfully requests the Court retain jurisdiction over this action
to implement and carry out the terms of all orders and decrees that it may enter, or to entertain any
suitable application or motion by the Commission for additional relief within the jurisdiction of
this Court.

  
 
 
15
 
VII. JURY TRIAL DEMAND
The Commission demands a trial by jury on all issues so triable.

Dated: February 27, 2024  Respectfully submitted,

s/Russell R. O’Brien
Russell R. O’Brien
Trial Counsel
Fla. Bar No. 084542
Direct Dial: (305) 982-6341
Email: [email protected]

Alexander H. Charap
                                                                        Senior Counsel
                                                                        Fla. Bar No. 1035908
                                                                        Direct Dial: (305) 416-6228
Email:  [email protected]

Attorneys for Plaintiff
SECURITIES AND EXCHANGE
COMMISSION
801 Brickell Avenue, Suite 1950
Miami, Florida 33131
Telephone: (305) 982-6300
Facsimile: (305) 536-4146

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF FLORIDA 

 
CASE NO.:  

 
 
SECURITIES AND EXCHANGE COMMISSION, 
 

Plaintiff, 
 

v. 
 
PAUL A. PEREIRA,  
 

Defendant. 
__________________________________________/ 

 

 
COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF  

 
Plaintiff Securities and Exchange Commission (the “Commission”) alleges as follows:  

 
I. INTRODUCTION 

1. This case concerns a fraudulent scheme by Defendant Paul A. Pereira (“Defendant” 

or “Pereira”), the former Chief Executive Officer (“CEO”) and co-founder of Alfi, Inc. (“Alfi”), 

an advertising technology company, to deceive investors about Alfi’s success and financial 

performance in order to generate interest in the company and boost Alfi’s stock price. 

2. From at least June 2021 to August 2021, Pereira made materially false and 

misleading statements regarding the company’s revenues, an alleged agreement with a third party 

to place Alfi technology in retail locations, and the company’s current and projected advertising 

inventory. The term “advertising inventory,” a key performance metric for Alfi, refers to the 

amount of advertising revenue that a company can generate from its media assets, such as 

billboards, devices, or other displays.   

3. Pereira made these false and misleading statements in pseudonymous social media 

posts, a YouTube interview, and in a company-issued press release.    

Case 1:24-cv-20757-XXXX   Document 1   Entered on FLSD Docket 02/27/2024   Page 1 of 15



  

 

 

2 
 

4. By engaging in the conduct set forth in this Complaint, Pereira violated Sections 

17(a)(1) and 17(a)(3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)(1) and 

77q(a)(3)], Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 

78j(b)], and Exchange Act Rule 10b-5 [17 C.F.R. § 240.10b-5]. Unless enjoined, Pereira is 

reasonably likely to continue to violate the federal securities laws. In addition to permanent 

injunctive relief, the Commission also seeks an order requiring Pereira to pay a civil penalty and 

an officer and director bar.    

II. DEFENDANT AND RELEVANT ENTITY 

A. Defendant 

5. Pereira, age 62, resides in Miami Beach, Florida. In April 2018, Pereira co-founded 

Lectrefy, a company later renamed Alfi, and served as its CEO and on its Board of Directors from 

April 4, 2018, until he resigned on February 2, 2022.   

B. Relevant Entity 

6. Alfi, a Delaware corporation formed in 2018 and headquartered in Miami Beach, 

Florida, was an advertising technology company that purportedly developed technology to 

measure and generate reporting on audience presence, demographics, and responses to digital 

advertisements. Alfi’s common stock and warrants were registered with the Commission under 

Section 12(b) of the Exchange Act and traded on the NASDAQ Stock Market from May 3, 2021 

until October 27, 2022, when they were delisted. On October 14, 2022, Alfi filed a petition for 

Chapter 7 bankruptcy protection in the United States Bankruptcy Court for the District of 

Delaware. In re Alfi, Inc., Case No. 22-bk-10979 (Del. Bankr. Oct. 14, 2022). 

  

Case 1:24-cv-20757-XXXX   Document 1   Entered on FLSD Docket 02/27/2024   Page 2 of 15



  

 

 

3 
 

III. JURISDICTION AND VENUE 

7. This Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)(1), 

and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(c)], and Sections 21(d) 

and 27(a) of the Exchange Act [15 U.S.C. §§ 78u(d) and 78aa(a)]. 

8. This Court has personal jurisdiction over the Defendant and venue is proper in the 

Southern District of Florida because: (a) Pereira resides in the District; and (b) a substantial part 

of the events or omissions giving rise to the violations of the Securities Act and the Exchange Act 

occurred in the District. 

9. In connection with the conduct alleged in this Complaint, Pereira, directly and 

indirectly, singly or in concert with others, made use of the means or instrumentalities of interstate 

commerce, the means or instruments of transportation and communication in interstate commerce, 

and the mails. 

IV. FACTUAL ALLEGATIONS 
 

A. Alfi’s Business and Initial Public Offering 

10. In April 2018, Pereira cofounded Lectrefy, a company which was later renamed 

Alfi, along with his son and a business associate. Alfi was in the business of creating technology 

that purportedly used artificial intelligence and big data analytics to measure and predict human 

responses to advertisements.   

11. As part of its business strategy, Alfi developed advertising technology for tablets 

and kiosks, and attempted to contract with brands and advertising firms to display advertisements 

on the devices.        

12. According to the company’s amended Form S-1 filed with the Commission on 

April 26, 2021, the technology was able to “determine the age, gender, ethnicity, geolocation and 

Case 1:24-cv-20757-XXXX   Document 1   Entered on FLSD Docket 02/27/2024   Page 3 of 15



  

 

 

4 
 

emotion” of someone in front of an Alfi-enabled tablet or kiosk, and then deliver, in real time, 

advertisements suited to that viewer based on the viewer’s profile. In media interviews, Pereira 

explained that Alfi-enabled devices were able to detect, for example, a 25-year-old female wearing 

a pair of yellow sunglasses in front of the device, and then show Louis Vuitton products or Gucci 

sunglasses to her instead of ads on retirement homes.  

13. Alfi’s success depended, in significant part, on the size of its advertising inventory, 

also known as revenue inventory, which means the amount of advertising revenue that a company 

is able to generate from its media assets, such as screens, devices, or other displays. 

14. One key element of Alfi’s business strategy was contracting with Uber, Lyft, and 

taxi drivers and distributing Alfi-enabled devices to their vehicles to play advertisements and 

generate revenue.   

15. By November 2020, however, the company had generated no revenue and was 

running out of funds to operate the business. To raise money, Pereira, other members of Alfi 

management, and the Board of Directors decided to conduct an initial public offering (“IPO”) of 

Alfi stock. 

16. Alfi filed a draft Form S-1 registration statement with the Commission on 

November 30, 2020. The registration statement became effective on May 3, 2021, and trading in 

Alfi common stock and warrants on the NASDAQ Stock Market began the following day. The 

company reportedly raised around $17.8 million in the initial public offering. Investors exercised 

Alfi warrants throughout the period from approximately June 18, 2021 through approximately 

September 20, 2021. During this period, the company received approximately $16 million from 

the sale of warrants.    

Case 1:24-cv-20757-XXXX   Document 1   Entered on FLSD Docket 02/27/2024   Page 4 of 15



  

 

 

5 
 

B. Pereira Created a Pseudonymous Account on Stocktwits and Posted  
Material Misrepresentations Concerning Alfi’s Revenues 

17. In the months following Alfi’s May 4, 2021 IPO, the company received attention 

from members of the press and retail investors on social media, who began to describe Alfi as a 

so-called “meme stock.” The term “meme stock” generally refers to equity securities that 

experienced extreme price volatility during the periods of 2020 and 2021 due, at least in part, to 

abnormally high volumes of buying and selling in the stock by retail investors.   

18. Alfi’s stock price experienced significant price and volume volatility. On the day 

of its IPO, Alfi’s common stock opened at a price of $3.60 per share. By June 16, 2021, the stock 

price had increased to $9.22 per share and, on June 28, 2021, the stock was trading at more than 

$22 per share before declining steadily through July 2021. 

19. Increasing Alfi’s visibility on social media platforms with a large retail investor 

audience was a priority for Pereira. Pereira expressed concern to Alfi employees about the lack of 

attention being paid to Alfi on social media. He directed employees to post favorable information 

about Alfi to social media platforms, such as Stocktwits, a finance-focused social media platform 

popular among retail investors. 

20. On or around May 18, 2021, Pereira created an account on Stocktwits under the 

moniker “Uptix12.” Over the next five months, in violation of Alfi’s social media policy, Pereira 

posted information on Stocktwits about Alfi multiple times per week and, often, multiple times 

per day. 

21. Due to the pseudonymous nature of the “Uptix12” moniker, which did not identify 

Pereira, there was no way for Stocktwits users to determine that Pereira, the CEO of Alfi at the 

time, controlled the Uptix12 account. Through the account, Pereira often made posts praising 

Case 1:24-cv-20757-XXXX   Document 1   Entered on FLSD Docket 02/27/2024   Page 5 of 15



  

 

 

6 
 

Alfi’s technology and strategy and, at times, he disparaged other Stocktwits users who criticized 

Alfi. 

22. On June 3, 2021, Pereira posted the following materially false and misleading 

statement on Stocktwits about Alfi’s reported revenues: “$ALF Read between the CEO lines. 

Focused execution. They know exactly what they are doing. I wouldn’t doubt that ALFI have [sic] 

$10 mm to $20 mm in revenues already in their back pocket!”   

 

23. When he posted this statement on Stocktwits, Pereira knew, or was reckless in not 

knowing, that Alfi did not have anywhere close to $10 million to $20 million in revenues. 

24. The day before his post, on June 2, 2021, Pereira received a near final draft of Alfi’s 

first Form 10-Q, reporting revenues of only $17,450 for the three-month period ending March 31, 

2021. The final version of the Form 10-Q, filed with the Commission on June 10, 2021, also 

reported $17,450. 

25. In its filings with the Commission, Alfi reported only $26,465 in revenues for the 

fiscal year ending December 31, 2021, and $63,303 and $129,302 for the quarters ending March 

31, 2022, and June 30, 2022, respectively.    

Case 1:24-cv-20757-XXXX   Document 1   Entered on FLSD Docket 02/27/2024   Page 6 of 15



  

 

 

7 
 

C. Pereira Falsely Claimed that Alfi Entered into an Agreement with a Third 
Party for the Deployment of Alfi Technology 

26. On June 16, 2021, six days after Alfi reported revenues of only $17,450 for the 

period ending March 30, 2021, Pereira gave an interview on the YouTube channel of a financial 

media company.   

27. During the interview, Pereira told the host of the program that: “[T]he founder of 

[a large restaurant chain] . . . is an investor in Alfi. He was so intrigued by the technology that 

we’re going into contract with his chain and his restaurants to deploy Alfi in those restaurants.”  

28.  At the time he made this statement, Pereira knew, or was reckless in not knowing, 

that no such contract had been contemplated by the parties. The founder never discussed a contract 

to deploy Alfi technology in his restaurant chain with Pereira or any other Alfi personnel. In fact, 

by the time he met Pereira, the founder had retired from the restaurant business and was not 

authorized to bind any restaurant chain to a contract. 

D. Pereira Made Material Misstatements and Omissions Concerning Alfi’s 
Current and Projected Advertising Inventory 

29.  By July 2021, Alfi had engaged an advisor to identify companies as potential 

acquisition targets. Pereira hoped to increase the price and daily trading volume of Alfi stock to 

improve the company’s negotiating position in a potential acquisition.   

30. On July 15, 2021, Pereira emailed Alfi’s external investor relations consultant that 

the company “need[s]” daily trading volumes of 10 million shares and a stock price between $18 

and $20 to close an acquisition. Alfi common stock’s opening price that day was $10.64 per share, 

which was down from its high of $22.50 per share on June 28, 2021.   

31.  By early August 2021, Alfi common stock was trading predominately in the $7 to 

$9 per share range.   

Case 1:24-cv-20757-XXXX   Document 1   Entered on FLSD Docket 02/27/2024   Page 7 of 15



  

 

 

8 
 

32. Pereira was concerned about the continuing decline in Alfi’s stock price. On August 

12, 2021, Pereira emailed Alfi’s investor relations consultant, copying other Alfi senior executives, 

and explained that the company needed to regain some of its lost market capitalization.   

33. On August 16, 2021, Alfi’s in-house social media manager emailed Pereira that “the 

news among the retail community is not what we expect. The investors want to know about the 

earnings, and they don’t necessarily want to see study data….” He added that the company’s 

external investor relations consultant “is hopeful that the sentiment will change when the quarterly 

earnings comes [sic] out today.”   

34. However, later that day, Alfi reported revenue of only $936 for the quarter ending 

June 30, 2021, and on the following day, August 17, 2021, the company’s stock price opened at 

$6.90 per share, its lowest price in nearly two months. That very day, Pereira took action, issuing 

multiple materially false and misleading statements and omissions in a company press release and 

several Stocktwits posts concerning Alfi’s annual revenue inventory.   

35. On August 17, 2021, at 11:36 a.m. EST, Pereira, as CEO, approved the issuance of 

a press release announcing that the company planned to distribute Alfi-enabled devices to rideshare 

vehicles in 14 U.S. cities. The press release stated prominently that Alfi would have in “Excess of 

$100 million in advertising inventory available before end of 2021.”  

36. The press release also included the following quote inserted by, and attributed to, 

Pereira: “Launching our rideshare partner program nationally is a significant milestone for Alfi. 

Our available advertising inventory by the end of 2021 is expected to be in excess of $100 million 

and by the end of 2022 in excess of $500 million.” 

Case 1:24-cv-20757-XXXX   Document 1   Entered on FLSD Docket 02/27/2024   Page 8 of 15



  

 

 

9 
 

37. Shortly after approving the press release, between 12:10 p.m. and 1:26 p.m. EST, 

Pereira made three separate posts on Stocktwits through his Uptix12 account, further representing 

that Alfi has $100 million in revenue inventory: 

 

 

 

 

38. Pereira’s statement that “Alfi has $100 million of revenue inventory” was false. At 

the time, Alfi had distributed, at most, 1,500 Alfi-enabled devices, and internal company estimates 

provided to Pereira showed that the company expected to generate approximately $238.63 per 

month from each device. Far short of $100 million, as of August 17, 2021, the company only had, 

at most, $4.3 million of revenue inventory.   

39. In addition, Pereira’s statements projecting that Alfi would have $100 million of 

revenue inventory by the end of 2021 lacked a reasonable basis. Pereira knew, or was reckless in 

Case 1:24-cv-20757-XXXX   Document 1   Entered on FLSD Docket 02/27/2024   Page 9 of 15



  

 

 

10 
 

not knowing, that to achieve $100 million in annual advertising inventory by the end of 2021, Alfi 

would have had to distribute approximately 35,000 Alfi-enabled devices in rideshares by the end 

of 2021, with each device projected to generate approximately $238.63 per month.   

40. But, on July 30, 2021, just a few weeks before releasing his projections, Pereira 

received an email from Alfi staff, showing an internal target of 8,600 device distributions by the 

end of 2021. Pereira called the number of signed agreements with rideshare drivers “very 

concerning.”   

41. Pereira had reason to be concerned. Even the target of 8,600 device distributions 

by end of 2021 was optimistic. The July 30, 2021 email showed, at most, 1,323 devices had been 

distributed as of that date. In addition, the company experienced significant difficulties contacting 

drivers and procuring from them the documentation required to obtain a device, such as proof of 

insurance and drivers’ licenses. Alfi engineers also were still in the process of resolving technical 

issues that affected the ability of the devices to play advertisements reliably.   

42. By August 2021, Alfi only had around 20,000 tablets in physical inventory and had 

distributed no more than 1,500 devices.  

43.  Not surprisingly, by the end of 2021, Alfi had no more than $5.4 million in 

advertising inventory and not the $100 million that Pereira had projected. 

E. Pereira’s Resignation and Alfi’s Bankruptcy 

44. On October 22, 2021, the Board of Directors placed Pereira on administrative leave 

and authorized an independent internal investigation conducted by a special committee of the 

Board regarding certain corporate transactions unrelated to the allegations in this Complaint.   

45. The Board’s special committee found that, in addition to corporate governance 

abuses and related misconduct by Pereira, inaccurate social media posts were made from a 

Case 1:24-cv-20757-XXXX   Document 1   Entered on FLSD Docket 02/27/2024   Page 10 of 15



  

 

 

11 
 

pseudonymous account using Pereira’s computer. On February 2, 2022, Pereira resigned his 

position as a director and as CEO. 

46. On October 14, 2022, Alfi filed for Chapter 7 bankruptcy protection in the United 

States Bankruptcy Court for the District of Delaware.    

V. CLAIMS FOR RELIEF 
 

COUNT I 
 

Violations of Section 17(a)(1) of the Securities Act  
 

47. The Commission repeats and realleges paragraphs 1 through 46 of this Complaint 

as if fully incorporated herein 

48. From at least May 2021 to September 2021, Defendant, in the offer or sale of 

securities by use of any means or instruments of transportation or communication in interstate 

commerce or by use of the mails, knowingly or recklessly, directly or indirectly, employed devices, 

schemes, or artifices to defraud. By reason of the foregoing, Defendant violated and, unless 

enjoined, is reasonably likely to continue to violate Section 17(a)(1) of the Securities Act [15 

U.S.C. § 77q(a)(1)]. 

COUNT II 
 

Violations of Section 17(a)(3) of the Securities Act 
 

49. The Commission repeats and realleges paragraphs 1 through 46 of this Complaint 

as if fully incorporated herein. 

50. From at least May 2021 to September 2021, Defendant, in the offer or sale of 

securities by use of any means or instruments of transportation or communication in interstate 

commerce or by use of the mails, directly or indirectly, negligently engaged in transactions, 

Case 1:24-cv-20757-XXXX   Document 1   Entered on FLSD Docket 02/27/2024   Page 11 of 15



  

 

 

12 
 

practices, or courses of business which have operated, are now operating, or will operate as a fraud 

or deceit upon the purchasers.  

51. By reason of the foregoing, Defendant violated and, unless enjoined, is reasonably 

likely to continue to violate Section 17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(3)].   

COUNT III 
 

Violations of Section 10(b) and Rule 10b-5(a) of the Exchange Act 
 

52. The Commission repeats and realleges paragraphs 1 through 46 of this Complaint 

as if fully incorporated herein.  

53. From at least May 2021 to September 2021, Defendant, directly or indirectly, by 

the use of any means or instrumentality of interstate commerce, or of the mails, knowingly or 

recklessly employed devices, schemes, or artifices to defraud in connection with the purchase or 

sale of any security.  

54. By reason of the foregoing, Defendant violated and, unless enjoined, is reasonably 

likely to continue to violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Exchange 

Act Rule 10b-5(a) [17 C.F.R. § 240.10b-5(a)].   

COUNT IV 
 

Violations of Section 10(b) and Rule 10b-5(b) of the Exchange Act 
 

55. The Commission repeats and realleges paragraphs 1 through 46 of this Complaint 

as if fully incorporated herein.  

56. From at least May 2021 to September 2021, Defendant, directly or indirectly, by 

the use of any means or instrumentality of interstate commerce, or of the mails, knowingly or 

recklessly made untrue statements of material facts or omitted to state material facts necessary in 

Case 1:24-cv-20757-XXXX   Document 1   Entered on FLSD Docket 02/27/2024   Page 12 of 15



  

 

 

13 
 

order to make the statements made, in the light of the circumstances under which they were made, 

not misleading, in connection with the purchase or sale of any security.  

57. By reason of the foregoing, Defendant violated and, unless enjoined, is reasonably 

likely to continue to violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Exchange 

Act Rule 10b-5(b) [17 C.F.R. § 240.10b-5(b)].  

COUNT V 
 

Violations of Section 10(b) and Rule 10b-5(c) of the Exchange Act 
 

58. The Commission repeats and realleges paragraphs 1 through 46 of this Complaint 

as if fully incorporated herein. 

59. From at least May 2021 to September 2021, Defendant, directly or indirectly, by 

use of any means or instrumentality of interstate commerce, or of the mails, knowingly or 

recklessly engaged in acts, practices, and courses of business which have operated, are now 

operating, or will operate as a fraud upon any person in connection with the purchase or sale of 

any security. 

60. By reason of the foregoing, Defendant violated and, unless enjoined, is reasonably 

likely to continue to violate Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)], and Exchange 

Act Rule 10b-5(c) [17 C.F.R. § 240.10b-5(c)].   

VI. RELIEF REQUESTED 
 

WHEREFORE, the Commission respectfully requests the Court find the Defendant 

committed the violations alleged, and:  

 

 

 

Case 1:24-cv-20757-XXXX   Document 1   Entered on FLSD Docket 02/27/2024   Page 13 of 15



  

 

 

14 
 

A.  
Permanent Injunction Against Defendant 

 
Issue a Permanent Injunction enjoining Pereira from violating Sections 17(a)(1) and 

17(a)(3) of the Securities Act [15 U.S.C. § 77q(a)(1) and 77q(a)(3)] and Section 10(b) of the 

Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].  

B.      
Civil Penalty 

 
Issue an Order directing Pereira to pay civil money penalties pursuant to Section 20(d) of 

the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 

78(d)(3)]. 

C.  
Officer and Director Bar 

 
Issue an Order barring Pereira, pursuant to Section 20(e) of the Securities Act [15 U.S.C. 

§ 77t(e)], and Section 21(d)(2) of the Exchange Act [15 U.S.C. § 78u(d)(2)], from serving as an 

officer or director of any company that has a class of securities registered with the Commission 

pursuant to Section 12 of the Exchange Act [15 U.S.C. § 78l], or that is required to file reports 

pursuant to Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)]. 

D.  
Further Relief 

 
Grant such other and further relief as may be necessary and appropriate. 

E.  
Retention of Jurisdiction 

 
Further, the Commission respectfully requests the Court retain jurisdiction over this action 

to implement and carry out the terms of all orders and decrees that it may enter, or to entertain any 

suitable application or motion by the Commission for additional relief within the jurisdiction of 

this Court. 

Case 1:24-cv-20757-XXXX   Document 1   Entered on FLSD Docket 02/27/2024   Page 14 of 15



  

 

 

15 
 

VII. JURY TRIAL DEMAND 

The Commission demands a trial by jury on all issues so triable. 

 
Dated: February 27, 2024  Respectfully submitted,  

 
 
s/Russell R. O’Brien   
Russell R. O’Brien 
Trial Counsel  
Fla. Bar No. 084542 
Direct Dial: (305) 982-6341 
Email: [email protected] 

 
Alexander H. Charap 

                                                                        Senior Counsel 
                                                                        Fla. Bar No. 1035908 
                                                                        Direct Dial: (305) 416-6228 

Email:  [email protected] 
 

 
Attorneys for Plaintiff  
SECURITIES AND EXCHANGE  
COMMISSION  
801 Brickell Avenue, Suite 1950  
Miami, Florida 33131  
Telephone: (305) 982-6300  
Facsimile: (305) 536-4146 

 

 

Case 1:24-cv-20757-XXXX   Document 1   Entered on FLSD Docket 02/27/2024   Page 15 of 15