SEC v. Shiloh Luckey, No. 2:25-cv-10026, Central District of California (Nov. 21, 2025) — Complaint

COMPLAINT
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KATHRYN C. WANNER (Cal. Bar No. 269310)
Email:  [email protected]
PATRICIA PEI (Cal. Bar No. 274957)
Email:  [email protected]
Attorneys for Plaintiff
Securities and Exchange Commission
Gary Y. Leung, Associate Director
Douglas M. Miller, Supervisory Trial Counsel
444 S. Flower Street, Suite 900
Los Angeles, California 90071
Telephone: (323) 965-3998
Facsimile: (213) 443-1904
UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
vs.
SHILOH LUCKEY,
Defendant.
    Case    No.
COMPLAINT
Plaintiff Securities and Exchange Commission (“SEC”) alleges:
JURISDICTION AND VENUE
1.The Court has jurisdiction over this action pursuant to Sections 20(b),
20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§
77t(b), 77t
(d)(1) & 77v(a), and Sections 21(d)(1), 21(d)(3)(A), 21(e) and 27(a) of the
Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1),
78u(d)(3)(A), 78u(e) & 78aa(a).
2.Defendant has, directly or indirectly, made use of the means or
instrumentalities of interstate commerce, of the mails, or of the facilities of a national
2:25-cv-10026

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securities exchange in connection with the transactions, acts, practices and courses of
business alleged in this complaint.
3. Venue is proper in this district pursuant to Section 22(a) of the Securities
Act, 15 U.S.C. § 77v(a), and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a).
because certain of the transactions, acts, practices and courses of conduct constituting
violations of the federal securities laws occurred within this district.  In addition,
venue is proper in this district because Defendant Shiloh Luckey (“Luckey”) resides
in this district.
SUMMARY
4. Since in or about October 2020 through September 2023, Shiloh Luckey
(“Luckey”), founder and CEO of technology startup ComplYant App, Inc.
(“ComplYant”), fraudulently raised over $13 million from venture capital investors
using false claims about both the commercial success of ComplYant’s software
product as well as her own qualifications to lead the company.
5. ComplYant was an online technology company that offered an online
software service for small business owners to track and manage their tax obligations.
To lure investors into the fraudulent scheme, Luckey consistently and vastly
overstated both ComplYant’s revenue and the number of subscribers to the
company’s service.  For example, among other false and misleading statements,
Luckey told investors that from November 2020 to September 2022, ComplYant’s
revenue from customers subscribing to its tax management software had grown from
just over $2,500 per month to more than $250,000 each month.  In reality, during that
time the company never made more than $510 in a single month and struggled to
retain what few customers it did have.
6. Luckey also misrepresented herself to investors as a licensed Certified
Public Accountant (“CPA”), with deep experience in tax management, supervision,
and accounting compliance, falsely heightening investors’ perception of her relevant
expertise.  However, Luckey was not a licensed CPA, nor do any records suggest she

COMPLAINT
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ever was licensed.
7. In addition, on top of her salary from ComplYant, Luckey, for her own
benefit, profited by at least $2.2 million of the investor funds raised.  Luckey used
ComplYant’s funds for personal expenses including: travel to locations such as
Aspen, Miami Beach, Turks and Caicos, and Lisbon; Super Bowl tickets; Luckey’s
destination wedding in the Caribbean; and the purchase of a personal car and
Luckey’s residence.
8. Luckey’s fraudulent scheme eventually collapsed in mid-September
2023 when ComplYant ran out of cash and abruptly ceased operations, despite raising
$750,000 from two new investors in June and September of 2023.
9. By engaging in this conduct, defendant Luckey violated Section 17(a) of
the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)] and Section 10(b)
of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and
Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
10. With this complaint, the SEC seeks permanent injunctions prohibiting
future violations of the federal securities laws, an officer and director bar, and an
order requiring defendant Luckey to disgorge her ill-gotten gains with prejudgment
interest thereon in accordance with Section 21(d)(5) of 21(d)(7) of the Exchange Act
[15 U.S.C. §§ 78u(d)(5) and 78u(d)(7)] and imposing civil penalties under Section
21(d)(3) of the Exchange Act [15 U.S.C. §78u(d)(3)] and Section 20(d) of the
Securities Act [15 U.S.C. § 77t(d)].
THE DEFENDANT
11. Shiloh Luckey, f.k.a. Shiloh Johnson, age 41, resides in Inglewood,
California.  She is the founder and Chief Executive Officer of ComplYant.
RELEVANT ENTITY
12. ComplYant App, Inc., was a Delaware corporation headquartered in
Los Angeles, California, that offered an online software service for small business
owners to track and manage their federal, state, and local tax obligations.  ComplYant

COMPLAINT
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ceased its operations around September 2023, and as of March 1, 2025, was no longer
in existence under Delaware law.  ComplYant was managed solely by Luckey, who
was the only officer for the company, and was not registered with the United States
Securities Commission in any capacity.
THE FRAUD
A. ComplYant was Created and Controlled by Luckey
13. Formed in 2019, ComplYant was a technology startup run by its founder
and CEO, Luckey.
14. At its peak, in or around June 2023, ComplYant had over 50 employees.
15. Although ComplYant eventually had a management team, comprising
the heads of its various departments, Luckey was the company’s only officer and
executive.
16. Luckey was also solely responsible for ComplYant’s finances and was
the only signatory on the company’s bank accounts.
17. At investor and board meetings, Luckey was the spokesperson for
ComplYant.
B. ComplYant Raises $13.3 Million from Investors
18. In the summer of 2020, ComplYant first came to the attention of
potential investors when Luckey participated in a technology accelerator program run
by a Los Angeles–based non-profit.  This accelerator program offered education,
mentorship, and networking opportunities to early-stage businesses like ComplYant.
19. Through the technology accelerator program Luckey met a managing
director of that program, who was at the time in the process of founding his own
venture capital firm (“VC Investor 1”).  This managing director was impressed by
Luckey and her company and introduced her to a contact at another venture capital
firm (“VC Investor 2”).
20. On or about August 25, 2020, Luckey met with VC Investor 2 and
pitched ComplYant’s business proposal to the firm as a possible investment.  During

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that presentation, Luckey described her background, how she created ComplYant,
and the specific business problems ComplYant intended to solve for its customers.
21. Specifically, during this August 25, 2020 meeting, Luckey presented
herself as a licensed CPA, and explained that due to her background as a CPA she
had discovered the problems that ComplYant intended to solve for its customers.
22. Ultimately, VC Investor 2 decided to invest $100,000 in ComplYant,
and signed a convertible equity agreement with the company on or about October 22,
2020.
23. In the first year following VC Investor 2’s initial investment, ComplYant
continued to attract investments from various venture capital firms through Luckey’s
networking efforts, including enrollment in another startup accelerator program in the
summer of 2021.
24. ComplYant raised almost $1.2 million between November 2020 and
October 2021 through a combination of convertible equity agreements and simple
agreements for future equity (“SAFEs”), signed on behalf of ComplYant by Luckey,
including two investments from VC Investor 1 and an additional investment from VC
Investor 2.
25. In December 2021, ComplYant entered into a series of stock purchase
agreements to raise $4 million in another round of funding led by another venture
capital firm (“VC Investor 3”).  As a result of that funding round, a partner from VC
Investor 3 took a seat on ComplYant’s board of directors.
26. At quarterly board meetings, Luckey continued to keep investors
apprised of the company’s progress, including presenting detailed slideshows to the
other board member and representatives of ComplYant’s investors.
27. Luckey also provided occasional email updates to investors regarding
ComplYant’s progress.
28. As one example, on or about January 7, 2022, Luckey emailed investors
her “monthly” update, claiming that ComplYant had $88,000 in monthly recurring

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revenue, $6,000 in new monthly recurring revenue, 244 new registered users, and 89
new subscribers.
29. On or about May 16, 2022, Luckey again contacted investors by email in
an investor update, claiming that ComplYant now had revenue of $179,724, new
monthly revenue of $9,000, 391 new registered users, and 127 new subscribers over
the past month, with a bank balance of almost $3.5 million.
30. In October 2022, ComplYant conducted another round of financing,
raising an additional $7.3 million through SAFEs, signed on behalf of ComplYant by
Luckey, with investors that included VC Investor 1, VC Investor 2, and VC Investor
3.
31. Finally, in June and September 2023, ComplYant entered into SAFEs,
signed on behalf of ComplYant by Luckey, for another $750,000 from two new
investors.  The company ran out of cash and abruptly ceased operations in mid-
September 2023.
C. ComplYant’s Actual Operations
32. ComplYant purported to offer an online tax management platform for
small to medium businesses.
33. ComplYant’s business model was subscription-based; customers who
registered to use the product could choose between several tiers of service depending
on their needs and would be charged a recurring fee for access to its offerings.
Although the lowest-tier ComplYant account was free, the company’s business model
was based on either signing up paying users or converting free users to paid
membership levels.
34. Subscription fees from customers were the only source of revenue
throughout ComplYant’s operations.
35. ComplYant did develop and offer a tax management service.
ComplYant did attract some customers willing to pay for a subscription.  However,
the company never had more than 131 paying customers in total over its lifetime, and

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never achieved more than $620 in monthly revenue.
D. Luckey’s False Representations to Investors
1. Luckey Dramatically Overstated ComplYant’s Revenue
36. Following the initial investment by VC Investor 1 in October 2020,
Luckey provided a series of written materials to current and prospective investors,
including pitch decks, financial statements and projections, investor update emails,
and board meeting presentations.
37. Each of these painted an increasingly rosy picture of ComplYant’s
business performance: alleged monthly revenues reportedly grew from around $2,500
in November 2020, to over $220,000 by August 2022.
38. For example, October 2022, to at least one prospective investor, Luckey
reported that ComplYant had annual recurring revenue of $3.1 million (implying
approximately $258,333 of monthly revenue) as of September 2022.
39. Luckey personally presented these revenue and customer figures to
ComplYant investors and affirmed their accuracy in both in-person and online
meetings.
40. Investors in ComplYant were shown revenue numbers by Luckey
depicting a company that was growing rapidly and exceeding expectations for typical
startups at that stage.  These reported revenues were central to investors’ decisions to
invest.
41. Luckey’s claims to investors about ComplYant’s ever-increasing
monthly revenues were all false.
42. In reality, ComplYant was earning hardly any revenue from its online
subscription product.  For example, from November 2020 to September 2022,
ComplYant’s monthly subscription income averaged around $250, never exceeding
$620 in a single month.
43. In total, the online payments made to ComplYant show that ComplYant
received only the following approximate total yearly subscription payments, vastly

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underperforming the revenue Luckey was claiming to investors:
(a) 2020: $507
(b) 2021: $3,167
(c) 2022: $4,053
(d) 2023: $4,653.
44. However, even as ComplYant’s actual financial performance stalled at
several hundred dollars a month in revenue, the company’s representations to
investors grew increasingly exaggerated, such that the magnitude of Luckey’s
overstatements continued to climb, as illustrated in the table below:
ComplYant Monthly Revenues
Contention vs. Reality
(Exemplars)
Month
ComplYant’s Alleged
Revenue
Actual Revenue
(rounded to the nearest $)
Degree of Revenue
Overstatement
(multiple)
Jan. 2021

$3,000                        $35                           85x
Aug. 2021

$41,000                      $323                         127x
Dec. 2021

$87,614                      $236                         371x
Aug. 2022

$221,040                      $247                         895x

45. In a virtual meeting in late 2023, after ComplYant’s collapse, Luckey
even admitted to two investor representatives that she had previously misstated
ComplYant’s financials.
46. Luckey’s statements about ComplYant’s ever-increasing revenue were
critical to investors’ decisions to invest or re-invest in the company.
47. Luckey’s grossly inflated revenue numbers also meant ComplYant’s
other metrics of financial performance were overstated to match the claimed revenue
amounts.

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48.  In statements to investors, Luckey falsely inflated ComplYant’s gross
margin, burn (the amount by which expenses exceed revenue), and runway (how long
a company can operate before it runs out of cash).  All of these metrics were routinely
presented to investors, and all were important to the investors’ decisions to invest in
ComplYant.
2. Luckey’s False Statements About the Number of ComplYant
Customers
49. To sustain the fiction of astronomical revenue growth to her investors
and prospective investors, Luckey also had to invent the customers that supposedly
subscribed to and paid for ComplYant’s product.
50. For example, in June of 2021 in a presentation to a start-up accelerator
program, Luckey claimed to have 929 subscribers with monthly recurring revenue of
$27,434.
51. In October of 2022, in an investment memorandum to another
prospective investor, ComplYant was described having “4K + customers” with
approximately $3.1 in annualized revenue.
52. Luckey also claimed in that October 2022 investment memorandum that
ComplYant was bringing in anywhere from 64 to 678 new paid subscribers each
month.
53.  Moreover, Luckey also represented to investors that ComplYant was
concurrently maintaining a low rate of customer turnover, known as churn, implying
not only a continually expanding customer base, but also a high level of customer
satisfaction with the product, which was a bullish indicator of the company’s future
success.
54. For example, in a board meeting on or about July 28, 2022, at which
investors were present, Luckey presented a chart of ComplYant’s alleged customers,
showing grown from zero to almost 3,500 customers, with almost no customer
turnover.  This chart was a fabrication:

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55. According to ComplYant’s actual online customer payment data,
ComplYant had nowhere near the number of paid subscribers, nor the rate of
subscription renewals that Luckey described to investors.
56. From December 2019 through October 2023, ComplYant never had
more than 131 unique subscribers total.
57. In that same time period, more than half of ComplYant’s actual
customers initiated a paid account but then never incurred a second charge for
ComplYant’s services.
58. Between April 2020, when ComplYant’s software first launched, and
September 2023, when the company ceased operations, the company averaged fewer
than 4 new subscribers per month.
3. Luckey Falsely Claimed to be a CPA
59. The written materials Luckey provided to investors and prospective

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investors repeatedly touted Luckey’s status as a licensed CPA, a fact that Luckey also
emphasized when pitching ComplYant to prospective investors.
60. The fact that Luckey was allegedly a CPA was important to investors’
decision to invest in ComplYant, as it was a good indicator of the depth of Luckey’s
expertise in the relevant field.
61. For example, VC Investor 2, who invested when the company was still
“pre-revenue,” relied heavily on Luckey’s perceived qualifications as a CPA to
develop ComplYant’s product.
62. Even in an October 2022 “scorecard” prepared by a prospective investor
in ComplYant, the investor described the importance of Luckey’s qualifications as a
CPA in the context of her efforts to found ComplYant, stating, “Shiloh is an
accountant by trade, but clearly a hustler who has gotten the business to $3.1M in
ARR (expected 4x YoY growth) as a solo founder with a team of mostly ICs.”
63. Similarly, in 2020, VC Investor 2 described the importance of Luckey’s
CPA certification in the investment decision, “[a]s a practicing CPA and scholar in
tax law, [Luckey] realized a unique opportunity to assist small business owners to
understand relevant tax rules and requirements.  Shiloh served 300 small business in
Los Angeles as a career CPA.”
64. In reality, Luckey was never licensed as a CPA in California or in any
other state.
E. Luckey Profited Directly in Connection with the Sale of ComplYant’s
Securities
65. In addition to deceiving investors as to ComplYant’s revenue and
customer base and as to her certification as an accountant, Luckey also profited
directly from the scheme by misappropriating investor funds for her own benefit.
66. By at least October 2020 , Luckey began routinely using ComplYant’s
company accounts for personal spending.
67. Using ComplYant’s business accounts, Luckey paid approximately $2.2

COMPLAINT
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million for her own personal expenses, for expenditures including:
(a) Approximately $137,000 in student loan repayment;
(b) Approximately $1.3 million on travel, entertainment, 2022
                              Super          Bowl          tickets,          Rams          football tickets, wedding expenses for a
                              destination          wedding,          purchase          of a car, and other personal
                              expenses;          and
(c) Approximately $739,000 to fund the purchase of Luckey’s $1.1
                              million          home.
F. ComplYant Collapses Yet Luckey Continues to Promote Herself
68. In mid-September 2023 Luckey abruptly terminated ComplYant’s
operations, dismissing all of its employees.
69. However, Luckey has continued to promote her accounting expertise and
her experience as an alleged tech startup founder on various websites.
70. At least as of mid-June 2025, Luckey was offering accounting services
targeting “digital creators and small businesses” under a new business name, as well
as claiming to provide a tax service aimed at teens.
71. Through 2025, Luckey has continued posting alleged tax advice videos
on social media.
72. Through at least August 2024 Luckey regularly referred to herself in
these tax advice videos as a licensed CPA.
73. Also in 2025, Luckey started a new social media account to document
the alleged creation of a new app that on its face would have significant overlap with
the business and tax services that ComplYant purported to provide.
G. Luckey Acted with Scienter and Her Conduct was Negligent
74. Luckey acted with scienter in carrying out the scheme to defraud and in
making the false and misleading statements to investors.  Luckey also acted
negligently in carrying out her scheme and in making the false and misleading
statements, that is, she failed to exercise the level of care that a reasonable person

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would have exercised under the same circumstances.
75. Luckey’s scienter and failure to act reasonably under the circumstances
is demonstrated, in part, by the following:
(a) As founder of ComplYant Luckey clearly had knowledge of, or
was reckless in not knowing, the falsity of her statements regarding revenue,
customers, and her own qualifications;
(b) Luckey had exclusive access to and control over ComplYant’s
financial information, including its bank statements, such that she would have all the
information necessary to know her statements were false;
(c) Luckey admitted in late 2023 to an investor that she had falsified
ComplYant’s financials in information she had conveyed to investors.
H. The ComplYant Investments are Securities
76. Investments in ComplYant were in three forms: (1) stock purchase
agreements, (2) convertible equity agreements, or (3) simple agreements for future
equity (“SAFEs”).
77. Each of the three forms of investments in ComplYant are securities.
78. The stock purchase agreements were straightforward purchases of
ComplYant stock and thus securities.
79. The convertible agreements and SAFEs granted the investors the right to
a future ownership of stock upon the occurrence of certain events.
80. A reasonable investor would consider the ComplYant investments to be
securities.
FIRST CLAIM FOR RELIEF
Fraud in the Connection with the Purchase and Sale of Securities
Violations of Section 10(b) of the Exchange Act and Rule 10b-5
(against Defendant Luckey)
81. The SEC realleges and incorporates by reference paragraphs 1 through
80 above.

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82. In connection with the purchase or sale of securities, Defendant Luckey
employed deceptive acts and practices and engaged in a course of conduct to deceive
investors in her offer and sale of ComplYant’s securities.  She did so by making, and
then disseminating, materially false statements about ComplYant’s revenues and
number of subscribers, and about Luckey’s status as an alleged CPA.  Luckey created
a vast collection of pitch decks, board presentations, spreadsheets, and charts, all
purporting to show ComplYant’s extraordinary growth and touting her own
experience and credentials.  She presented these materials at in-person and virtual
meetings and widely shared them with actual and prospective investors.  In reality,
ComplYant had neither the revenue Luckey claimed nor the number of subscribers
she touted, and Luckey was not a CPA.
83. By engaging in the conduct described above, Defendant Luckey, directly
or indirectly, in connection with the purchase or sale of a security, by the use of
means or instrumentalities of interstate commerce, of the mails, or of the facilities of
a national securities exchange:  (a) employed devices, schemes, or artifices to
defraud; (b) made untrue statements of a material fact or omitted to state a material
fact necessary in order to make the statements made, in the light of the circumstances
under which they were made, not misleading; and (c) engaged in acts, practices, or
courses of business which operated or would operate as a fraud or deceit upon other
persons.
84. Defendant Luckey, with scienter, employed devices, schemes and
artifices to defraud; made untrue statements of a material fact or omitted to state a
material fact necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading; and engaged in acts,
practices or courses of conduct that operated as a fraud on the investing public by the
conduct described in detail above.
85. By engaging in the conduct described above, Defendant Luckey
violated, and unless restrained and enjoined will continue to violate, Section 10(b) of

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the Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5(a), 10b-5(b), and 10b-5(c)
thereunder, 17 C.F.R. §§ 240.10b-5(a), 240.10b-5(b) & 240.10b-5(c).
SECOND CLAIM FOR RELIEF
Fraud in the Offer or Sale of Securities
Violations of Section 17(a) of the Securities Act
(against Defendant Luckey)
86. The SEC realleges and incorporates by reference paragraphs 1 through
80 above.
87. In connection with the purchase or sale of securities, Defendant Luckey
employed deceptive acts and practices and engaged in a course of conduct to deceive
investors in her offer and sale of ComplYant’s securities.  She did so by making, and
then disseminating, materially false statements about ComplYant’s revenues and
number of subscribers, and about Luckey’s status as an alleged CPA.  Luckey created
a vast collection of pitch decks, board presentations, spreadsheets, and charts, all
purporting to show ComplYant’s extraordinary growth and touting her own
experience and credentials.  She presented these materials at in-person and virtual
meetings and widely shared them with actual and prospective investors.  In reality,
ComplYant had neither the revenue Luckey claimed nor the number of subscribers
she touted, and Luckey was not a CPA.
88. By engaging in the conduct described above, Defendant Luckey, directly
or indirectly, in the offer or sale of securities, and by the use of means or instruments
of transportation or communication in interstate commerce or by use of the mails
directly or indirectly:  (a) employed devices, schemes, or artifices to defraud; (b)
obtained money or property by means of untrue statements of a material fact or by
omitting to state a material fact necessary in order to make the statements made, in
light of the circumstances under which they were made, not misleading; and (c)
engaged in transactions, practices, or courses of business which operated or would
operate as a fraud or deceit upon the purchaser.

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89. Defendant Luckey, with scienter, employed devices, schemes and
artifices to defraud; with scienter or negligence, obtained money or property by
means of untrue statements of a material fact or by omitting to state a material fact
necessary in order to make the statements made, in light of the circumstances under
which they were made, not misleading; and, with scienter or negligence, engaged in
transactions, practices, or courses of business which operated or would operate as a
fraud or deceit upon the purchaser.
90. By engaging in the conduct described above, Defendant Luckey
violated, and unless restrained and enjoined will continue to violate, Sections
17(a)(1), 17(a)(2), and 17(a)(3) of the Securities Act, 15 U.S.C. §§ 77q(a)(1),
77q(a)(2), & 77q(a)(3).
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court:
I.
Issue findings of fact and conclusions of law that Defendant Luckey committed
the alleged violations.
II.
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of
Civil Procedure, permanently enjoining Luckey, and her officers, agents, servants,
employees and attorneys, and those persons in active concert or participation with
any of them, who receive actual notice of the judgment by personal service or
otherwise, and each of them, from violating Section 17(a) of the Securities Act [15
U.S.C. §77q(a)], 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].
III.
Issue judgments permanently prohibiting Luckey from serving as an officer or
director of any company that has a class of securities registered under Exchange Act
Section 12 [15 U.S.C. § 78l] or that is required to file reports under Exchange Act

COMPLAINT
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Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Securities Act Section 20(e) [15
U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)];
IV.
Order Defendant Luckey to disgorge all funds received from her illegal
conduct, together with prejudgment interest thereon, in accordance with Exchange
Act Sections 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and 78u(d)(7)].
V.
Order Defendant Luckey to pay civil penalties under 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. § 78u(d)(3)].
VI.
Retain jurisdiction of this action in accordance with the principles of equity and
the Federal Rules of Civil Procedure in order to implement and carry out the terms of
all orders and decrees that may be entered, or to entertain any suitable application or
motion for additional relief within the jurisdiction of this Court.
VII.
Grant such other and further relief as this Court may determine to be just and
necessary.
Dated:  October 20, 2025
/s/ Kathryn C. Wanner
Kathryn C. Wanner
Patricia Pei
Attorneys for Plaintiff
Securities and Exchange Commission

COMPLAINT 1 

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KATHRYN C. WANNER (Cal. Bar No. 269310) 
Email:  [email protected] 
PATRICIA PEI (Cal. Bar No. 274957) 
Email:  [email protected] 

Attorneys for Plaintiff 
Securities and Exchange Commission 
Gary Y. Leung, Associate Director 
Douglas M. Miller, Supervisory Trial Counsel 
444 S. Flower Street, Suite 900 
Los Angeles, California 90071 
Telephone: (323) 965-3998 
Facsimile: (213) 443-1904 

UNITED STATES DISTRICT COURT 

CENTRAL DISTRICT OF CALIFORNIA 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

vs. 

SHILOH LUCKEY, 

Defendant. 

 Case No. 

COMPLAINT 

Plaintiff Securities and Exchange Commission (“SEC”) alleges: 

JURISDICTION AND VENUE 

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

20(d)(1) and 22(a) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§ 

77t(b), 77t(d)(1) & 77v(a), and Sections 21(d)(1), 21(d)(3)(A), 21(e) and 27(a) of the 

Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §§ 78u(d)(1), 

78u(d)(3)(A), 78u(e) & 78aa(a). 

2. Defendant has, directly or indirectly, made use of the means or

instrumentalities of interstate commerce, of the mails, or of the facilities of a national 

2:25-cv-10026

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COMPLAINT 2  

 

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securities exchange in connection with the transactions, acts, practices and courses of 

business alleged in this complaint.  

3. Venue is proper in this district pursuant to Section 22(a) of the Securities 

Act, 15 U.S.C. § 77v(a), and Section 27(a) of the Exchange Act, 15 U.S.C. § 78aa(a). 

because certain of the transactions, acts, practices and courses of conduct constituting 

violations of the federal securities laws occurred within this district.  In addition, 

venue is proper in this district because Defendant Shiloh Luckey (“Luckey”) resides 

in this district. 

SUMMARY 

4. Since in or about October 2020 through September 2023, Shiloh Luckey 

(“Luckey”), founder and CEO of technology startup ComplYant App, Inc. 

(“ComplYant”), fraudulently raised over $13 million from venture capital investors 

using false claims about both the commercial success of ComplYant’s software 

product as well as her own qualifications to lead the company.   

5. ComplYant was an online technology company that offered an online 

software service for small business owners to track and manage their tax obligations. 

To lure investors into the fraudulent scheme, Luckey consistently and vastly 

overstated both ComplYant’s revenue and the number of subscribers to the 

company’s service.  For example, among other false and misleading statements, 

Luckey told investors that from November 2020 to September 2022, ComplYant’s 

revenue from customers subscribing to its tax management software had grown from 

just over $2,500 per month to more than $250,000 each month.  In reality, during that 

time the company never made more than $510 in a single month and struggled to 

retain what few customers it did have.   

6. Luckey also misrepresented herself to investors as a licensed Certified 

Public Accountant (“CPA”), with deep experience in tax management, supervision, 

and accounting compliance, falsely heightening investors’ perception of her relevant 

expertise.  However, Luckey was not a licensed CPA, nor do any records suggest she 

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COMPLAINT 3  

 

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ever was licensed. 

7. In addition, on top of her salary from ComplYant, Luckey, for her own 

benefit, profited by at least $2.2 million of the investor funds raised.  Luckey used 

ComplYant’s funds for personal expenses including: travel to locations such as 

Aspen, Miami Beach, Turks and Caicos, and Lisbon; Super Bowl tickets; Luckey’s 

destination wedding in the Caribbean; and the purchase of a personal car and 

Luckey’s residence. 

8. Luckey’s fraudulent scheme eventually collapsed in mid-September 

2023 when ComplYant ran out of cash and abruptly ceased operations, despite raising 

$750,000 from two new investors in June and September of 2023.  

9. By engaging in this conduct, defendant Luckey violated Section 17(a) of 

the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)] and Section 10(b) 

of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)] and 

Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].  

10. With this complaint, the SEC seeks permanent injunctions prohibiting 

future violations of the federal securities laws, an officer and director bar, and an 

order requiring defendant Luckey to disgorge her ill-gotten gains with prejudgment 

interest thereon in accordance with Section 21(d)(5) of 21(d)(7) of the Exchange Act 

[15 U.S.C. §§ 78u(d)(5) and 78u(d)(7)] and imposing civil penalties under Section 

21(d)(3) of the Exchange Act [15 U.S.C. §78u(d)(3)] and Section 20(d) of the 

Securities Act [15 U.S.C. § 77t(d)].  

THE DEFENDANT 

11. Shiloh Luckey, f.k.a. Shiloh Johnson, age 41, resides in Inglewood, 

California.  She is the founder and Chief Executive Officer of ComplYant.   

RELEVANT ENTITY 

12. ComplYant App, Inc., was a Delaware corporation headquartered in 

Los Angeles, California, that offered an online software service for small business 

owners to track and manage their federal, state, and local tax obligations.  ComplYant 

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COMPLAINT 4  

 

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ceased its operations around September 2023, and as of March 1, 2025, was no longer 

in existence under Delaware law.  ComplYant was managed solely by Luckey, who 

was the only officer for the company, and was not registered with the United States 

Securities Commission in any capacity.   

THE FRAUD 

A. ComplYant was Created and Controlled by Luckey 

13. Formed in 2019, ComplYant was a technology startup run by its founder 

and CEO, Luckey.   

14. At its peak, in or around June 2023, ComplYant had over 50 employees.   

15. Although ComplYant eventually had a management team, comprising 

the heads of its various departments, Luckey was the company’s only officer and 

executive.   

16. Luckey was also solely responsible for ComplYant’s finances and was 

the only signatory on the company’s bank accounts. 

17. At investor and board meetings, Luckey was the spokesperson for 

ComplYant.  

B. ComplYant Raises $13.3 Million from Investors 

18. In the summer of 2020, ComplYant first came to the attention of 

potential investors when Luckey participated in a technology accelerator program run 

by a Los Angeles–based non-profit.  This accelerator program offered education, 

mentorship, and networking opportunities to early-stage businesses like ComplYant.   

19. Through the technology accelerator program Luckey met a managing 

director of that program, who was at the time in the process of founding his own 

venture capital firm (“VC Investor 1”).  This managing director was impressed by 

Luckey and her company and introduced her to a contact at another venture capital 

firm (“VC Investor 2”).   

20. On or about August 25, 2020, Luckey met with VC Investor 2 and 

pitched ComplYant’s business proposal to the firm as a possible investment.  During 

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COMPLAINT 5  

 

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that presentation, Luckey described her background, how she created ComplYant, 

and the specific business problems ComplYant intended to solve for its customers.  

21. Specifically, during this August 25, 2020 meeting, Luckey presented 

herself as a licensed CPA, and explained that due to her background as a CPA she 

had discovered the problems that ComplYant intended to solve for its customers.  

22. Ultimately, VC Investor 2 decided to invest $100,000 in ComplYant, 

and signed a convertible equity agreement with the company on or about October 22, 

2020. 

23. In the first year following VC Investor 2’s initial investment, ComplYant 

continued to attract investments from various venture capital firms through Luckey’s 

networking efforts, including enrollment in another startup accelerator program in the 

summer of 2021.   

24. ComplYant raised almost $1.2 million between November 2020 and 

October 2021 through a combination of convertible equity agreements and simple 

agreements for future equity (“SAFEs”), signed on behalf of ComplYant by Luckey, 

including two investments from VC Investor 1 and an additional investment from VC 

Investor 2.   

25. In December 2021, ComplYant entered into a series of stock purchase 

agreements to raise $4 million in another round of funding led by another venture 

capital firm (“VC Investor 3”).  As a result of that funding round, a partner from VC 

Investor 3 took a seat on ComplYant’s board of directors.    

26. At quarterly board meetings, Luckey continued to keep investors 

apprised of the company’s progress, including presenting detailed slideshows to the 

other board member and representatives of ComplYant’s investors.   

27. Luckey also provided occasional email updates to investors regarding 

ComplYant’s progress. 

28. As one example, on or about January 7, 2022, Luckey emailed investors 

her “monthly” update, claiming that ComplYant had $88,000 in monthly recurring 

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COMPLAINT 6  

 

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revenue, $6,000 in new monthly recurring revenue, 244 new registered users, and 89 

new subscribers. 

29. On or about May 16, 2022, Luckey again contacted investors by email in 

an investor update, claiming that ComplYant now had revenue of $179,724, new 

monthly revenue of $9,000, 391 new registered users, and 127 new subscribers over 

the past month, with a bank balance of almost $3.5 million.   

30. In October 2022, ComplYant conducted another round of financing, 

raising an additional $7.3 million through SAFEs, signed on behalf of ComplYant by 

Luckey, with investors that included VC Investor 1, VC Investor 2, and VC Investor 

3.   

31. Finally, in June and September 2023, ComplYant entered into SAFEs, 

signed on behalf of ComplYant by Luckey, for another $750,000 from two new 

investors.  The company ran out of cash and abruptly ceased operations in mid-

September 2023.  

C. ComplYant’s Actual Operations 

32. ComplYant purported to offer an online tax management platform for 

small to medium businesses. 

33. ComplYant’s business model was subscription-based; customers who 

registered to use the product could choose between several tiers of service depending 

on their needs and would be charged a recurring fee for access to its offerings. 

Although the lowest-tier ComplYant account was free, the company’s business model 

was based on either signing up paying users or converting free users to paid 

membership levels.   

34. Subscription fees from customers were the only source of revenue 

throughout ComplYant’s operations.  

35. ComplYant did develop and offer a tax management service.  

ComplYant did attract some customers willing to pay for a subscription.  However, 

the company never had more than 131 paying customers in total over its lifetime, and 

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COMPLAINT 7  

 

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never achieved more than $620 in monthly revenue.    

D. Luckey’s False Representations to Investors 

1. Luckey Dramatically Overstated ComplYant’s Revenue 

36. Following the initial investment by VC Investor 1 in October 2020, 

Luckey provided a series of written materials to current and prospective investors, 

including pitch decks, financial statements and projections, investor update emails, 

and board meeting presentations.   

37. Each of these painted an increasingly rosy picture of ComplYant’s 

business performance: alleged monthly revenues reportedly grew from around $2,500 

in November 2020, to over $220,000 by August 2022.   

38. For example, October 2022, to at least one prospective investor, Luckey 

reported that ComplYant had annual recurring revenue of $3.1 million (implying 

approximately $258,333 of monthly revenue) as of September 2022.   

39. Luckey personally presented these revenue and customer figures to 

ComplYant investors and affirmed their accuracy in both in-person and online 

meetings.  

40. Investors in ComplYant were shown revenue numbers by Luckey 

depicting a company that was growing rapidly and exceeding expectations for typical 

startups at that stage.  These reported revenues were central to investors’ decisions to 

invest. 

41. Luckey’s claims to investors about ComplYant’s ever-increasing 

monthly revenues were all false.  

42. In reality, ComplYant was earning hardly any revenue from its online 

subscription product.  For example, from November 2020 to September 2022, 

ComplYant’s monthly subscription income averaged around $250, never exceeding 

$620 in a single month.   

43. In total, the online payments made to ComplYant show that ComplYant 

received only the following approximate total yearly subscription payments, vastly 

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COMPLAINT 8  

 

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underperforming the revenue Luckey was claiming to investors: 

(a) 2020: $507 

(b) 2021: $3,167 

(c) 2022: $4,053 

(d) 2023: $4,653. 

44. However, even as ComplYant’s actual financial performance stalled at 

several hundred dollars a month in revenue, the company’s representations to 

investors grew increasingly exaggerated, such that the magnitude of Luckey’s 

overstatements continued to climb, as illustrated in the table below: 

ComplYant Monthly Revenues 
Contention vs. Reality 

(Exemplars) 

Month  
ComplYant’s Alleged 

Revenue  
Actual Revenue 

(rounded to the nearest $) 

Degree of Revenue 
Overstatement 

(multiple) 

Jan. 2021 
 

$3,000 $35 85x 

Aug. 2021 
 

$41,000 $323 127x 

Dec. 2021 
 

$87,614 $236 371x 

Aug. 2022 
 

$221,040 $247 895x 

 

45. In a virtual meeting in late 2023, after ComplYant’s collapse, Luckey 

even admitted to two investor representatives that she had previously misstated 

ComplYant’s financials. 

46. Luckey’s statements about ComplYant’s ever-increasing revenue were 

critical to investors’ decisions to invest or re-invest in the company.  

47. Luckey’s grossly inflated revenue numbers also meant ComplYant’s 

other metrics of financial performance were overstated to match the claimed revenue 

amounts.   

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COMPLAINT 9  

 

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48.  In statements to investors, Luckey falsely inflated ComplYant’s gross 

margin, burn (the amount by which expenses exceed revenue), and runway (how long 

a company can operate before it runs out of cash).  All of these metrics were routinely 

presented to investors, and all were important to the investors’ decisions to invest in 

ComplYant. 

2. Luckey’s False Statements About the Number of ComplYant 

Customers 

49. To sustain the fiction of astronomical revenue growth to her investors 

and prospective investors, Luckey also had to invent the customers that supposedly 

subscribed to and paid for ComplYant’s product. 

50. For example, in June of 2021 in a presentation to a start-up accelerator 

program, Luckey claimed to have 929 subscribers with monthly recurring revenue of 

$27,434.  

51. In October of 2022, in an investment memorandum to another 

prospective investor, ComplYant was described having “4K + customers” with 

approximately $3.1 in annualized revenue.  

52. Luckey also claimed in that October 2022 investment memorandum that 

ComplYant was bringing in anywhere from 64 to 678 new paid subscribers each 

month. 

53.  Moreover, Luckey also represented to investors that ComplYant was 

concurrently maintaining a low rate of customer turnover, known as churn, implying 

not only a continually expanding customer base, but also a high level of customer 

satisfaction with the product, which was a bullish indicator of the company’s future 

success. 

54. For example, in a board meeting on or about July 28, 2022, at which 

investors were present, Luckey presented a chart of ComplYant’s alleged customers, 

showing grown from zero to almost 3,500 customers, with almost no customer 

turnover.  This chart was a fabrication: 

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COMPLAINT 10  

 

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55. According to ComplYant’s actual online customer payment data, 

ComplYant had nowhere near the number of paid subscribers, nor the rate of 

subscription renewals that Luckey described to investors. 

56. From December 2019 through October 2023, ComplYant never had 

more than 131 unique subscribers total.  

57. In that same time period, more than half of ComplYant’s actual 

customers initiated a paid account but then never incurred a second charge for 

ComplYant’s services.  

58. Between April 2020, when ComplYant’s software first launched, and 

September 2023, when the company ceased operations, the company averaged fewer 

than 4 new subscribers per month. 

3. Luckey Falsely Claimed to be a CPA  

59. The written materials Luckey provided to investors and prospective 

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investors repeatedly touted Luckey’s status as a licensed CPA, a fact that Luckey also 

emphasized when pitching ComplYant to prospective investors.   

60. The fact that Luckey was allegedly a CPA was important to investors’ 

decision to invest in ComplYant, as it was a good indicator of the depth of Luckey’s 

expertise in the relevant field.   

61. For example, VC Investor 2, who invested when the company was still 

“pre-revenue,” relied heavily on Luckey’s perceived qualifications as a CPA to 

develop ComplYant’s product.  

62. Even in an October 2022 “scorecard” prepared by a prospective investor 

in ComplYant, the investor described the importance of Luckey’s qualifications as a 

CPA in the context of her efforts to found ComplYant, stating, “Shiloh is an 

accountant by trade, but clearly a hustler who has gotten the business to $3.1M in 

ARR (expected 4x YoY growth) as a solo founder with a team of mostly ICs.”  

63. Similarly, in 2020, VC Investor 2 described the importance of Luckey’s 

CPA certification in the investment decision, “[a]s a practicing CPA and scholar in 

tax law, [Luckey] realized a unique opportunity to assist small business owners to 

understand relevant tax rules and requirements.  Shiloh served 300 small business in 

Los Angeles as a career CPA.” 

64. In reality, Luckey was never licensed as a CPA in California or in any 

other state. 

E. Luckey Profited Directly in Connection with the Sale of ComplYant’s 

Securities 

65. In addition to deceiving investors as to ComplYant’s revenue and 

customer base and as to her certification as an accountant, Luckey also profited 

directly from the scheme by misappropriating investor funds for her own benefit. 

66. By at least October 2020 , Luckey began routinely using ComplYant’s 

company accounts for personal spending. 

67. Using ComplYant’s business accounts, Luckey paid approximately $2.2 

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million for her own personal expenses, for expenditures including: 

(a) Approximately $137,000 in student loan repayment; 

(b) Approximately $1.3 million on travel, entertainment, 2022  

   Super Bowl tickets, Rams football tickets, wedding expenses for a 

   destination wedding, purchase of a car, and other personal  

   expenses; and 

(c) Approximately $739,000 to fund the purchase of Luckey’s $1.1 

   million home.  

F. ComplYant Collapses Yet Luckey Continues to Promote Herself   

68. In mid-September 2023 Luckey abruptly terminated ComplYant’s 

operations, dismissing all of its employees.   

69. However, Luckey has continued to promote her accounting expertise and 

her experience as an alleged tech startup founder on various websites. 

70. At least as of mid-June 2025, Luckey was offering accounting services 

targeting “digital creators and small businesses” under a new business name, as well 

as claiming to provide a tax service aimed at teens.   

71. Through 2025, Luckey has continued posting alleged tax advice videos 

on social media. 

72. Through at least August 2024 Luckey regularly referred to herself in 

these tax advice videos as a licensed CPA. 

73. Also in 2025, Luckey started a new social media account to document 

the alleged creation of a new app that on its face would have significant overlap with 

the business and tax services that ComplYant purported to provide.   

G. Luckey Acted with Scienter and Her Conduct was Negligent   

74. Luckey acted with scienter in carrying out the scheme to defraud and in 

making the false and misleading statements to investors.  Luckey also acted 

negligently in carrying out her scheme and in making the false and misleading 

statements, that is, she failed to exercise the level of care that a reasonable person 

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COMPLAINT 13  

 

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would have exercised under the same circumstances. 

75. Luckey’s scienter and failure to act reasonably under the circumstances 

is demonstrated, in part, by the following: 

(a) As founder of ComplYant Luckey clearly had knowledge of, or 

was reckless in not knowing, the falsity of her statements regarding revenue, 

customers, and her own qualifications; 

(b) Luckey had exclusive access to and control over ComplYant’s 

financial information, including its bank statements, such that she would have all the 

information necessary to know her statements were false; 

(c) Luckey admitted in late 2023 to an investor that she had falsified 

ComplYant’s financials in information she had conveyed to investors.  

H. The ComplYant Investments are Securities 

76. Investments in ComplYant were in three forms: (1) stock purchase 

agreements, (2) convertible equity agreements, or (3) simple agreements for future 

equity (“SAFEs”).   

77. Each of the three forms of investments in ComplYant are securities.  

78. The stock purchase agreements were straightforward purchases of 

ComplYant stock and thus securities. 

79. The convertible agreements and SAFEs granted the investors the right to 

a future ownership of stock upon the occurrence of certain events.  

80. A reasonable investor would consider the ComplYant investments to be 

securities. 

FIRST CLAIM FOR RELIEF 

Fraud in the Connection with the Purchase and Sale of Securities 

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

(against Defendant Luckey) 

81. The SEC realleges and incorporates by reference paragraphs 1 through 

80 above. 

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COMPLAINT 14  

 

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82. In connection with the purchase or sale of securities, Defendant Luckey 

employed deceptive acts and practices and engaged in a course of conduct to deceive 

investors in her offer and sale of ComplYant’s securities.  She did so by making, and 

then disseminating, materially false statements about ComplYant’s revenues and 

number of subscribers, and about Luckey’s status as an alleged CPA.  Luckey created 

a vast collection of pitch decks, board presentations, spreadsheets, and charts, all 

purporting to show ComplYant’s extraordinary growth and touting her own 

experience and credentials.  She presented these materials at in-person and virtual 

meetings and widely shared them with actual and prospective investors.  In reality, 

ComplYant had neither the revenue Luckey claimed nor the number of subscribers 

she touted, and Luckey was not a CPA.    

83. By engaging in the conduct described above, Defendant Luckey, directly 

or indirectly, in connection with the purchase or sale of a security, by the use of 

means or instrumentalities of interstate commerce, of the mails, or of the facilities of 

a national securities exchange:  (a) employed devices, schemes, or artifices to 

defraud; (b) made untrue statements of a material fact or omitted to state a material 

fact necessary in order to make the statements made, in the light of the circumstances 

under which they were made, not misleading; and (c) engaged in acts, practices, or 

courses of business which operated or would operate as a fraud or deceit upon other 

persons. 

84. Defendant Luckey, with scienter, employed devices, schemes and 

artifices to defraud; made untrue statements of a material fact or omitted to state a 

material fact necessary in order to make the statements made, in the light of the 

circumstances under which they were made, not misleading; and engaged in acts, 

practices or courses of conduct that operated as a fraud on the investing public by the 

conduct described in detail above. 

85. By engaging in the conduct described above, Defendant Luckey 

violated, and unless restrained and enjoined will continue to violate, Section 10(b) of 

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COMPLAINT 15  

 

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the Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5(a), 10b-5(b), and 10b-5(c) 

thereunder, 17 C.F.R. §§ 240.10b-5(a), 240.10b-5(b) & 240.10b-5(c). 

SECOND CLAIM FOR RELIEF 

Fraud in the Offer or Sale of Securities 

Violations of Section 17(a) of the Securities Act 

(against Defendant Luckey) 

86. The SEC realleges and incorporates by reference paragraphs 1 through 

80 above. 

87. In connection with the purchase or sale of securities, Defendant Luckey 

employed deceptive acts and practices and engaged in a course of conduct to deceive 

investors in her offer and sale of ComplYant’s securities.  She did so by making, and 

then disseminating, materially false statements about ComplYant’s revenues and 

number of subscribers, and about Luckey’s status as an alleged CPA.  Luckey created 

a vast collection of pitch decks, board presentations, spreadsheets, and charts, all 

purporting to show ComplYant’s extraordinary growth and touting her own 

experience and credentials.  She presented these materials at in-person and virtual 

meetings and widely shared them with actual and prospective investors.  In reality, 

ComplYant had neither the revenue Luckey claimed nor the number of subscribers 

she touted, and Luckey was not a CPA.    

88. By engaging in the conduct described above, Defendant Luckey, directly 

or indirectly, in the offer or sale of securities, and by the use of means or instruments 

of transportation or communication in interstate commerce or by use of the mails 

directly or indirectly:  (a) employed devices, schemes, or artifices to defraud; (b) 

obtained money or property by means of untrue statements of a material fact or by 

omitting to state a material fact necessary in order to make the statements made, in 

light of the circumstances under which they were made, not misleading; and (c) 

engaged in transactions, practices, or courses of business which operated or would 

operate as a fraud or deceit upon the purchaser. 

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COMPLAINT 16  

 

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89. Defendant Luckey, with scienter, employed devices, schemes and 

artifices to defraud; with scienter or negligence, obtained money or property by 

means of untrue statements of a material fact or by omitting to state a material fact 

necessary in order to make the statements made, in light of the circumstances under 

which they were made, not misleading; and, with scienter or negligence, engaged in 

transactions, practices, or courses of business which operated or would operate as a 

fraud or deceit upon the purchaser. 

90. By engaging in the conduct described above, Defendant Luckey 

violated, and unless restrained and enjoined will continue to violate, Sections 

17(a)(1), 17(a)(2), and 17(a)(3) of the Securities Act, 15 U.S.C. §§ 77q(a)(1), 

77q(a)(2), & 77q(a)(3). 

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court: 

I. 

Issue findings of fact and conclusions of law that Defendant Luckey committed 

the alleged violations. 

II. 

Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of 

Civil Procedure, permanently enjoining Luckey, and her officers, agents, servants, 

employees and attorneys, and those persons in active concert or participation with 

any of them, who receive actual notice of the judgment by personal service or 

otherwise, and each of them, from violating Section 17(a) of the Securities Act [15 

U.S.C. §77q(a)], 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]. 

III. 

Issue judgments permanently prohibiting Luckey from serving as an officer or 

director of any company that has a class of securities registered under Exchange Act 

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

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COMPLAINT 17 

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Section 15(d) [15 U.S.C. § 78o(d)], pursuant to Securities Act Section 20(e) [15 

U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; 

IV. 

Order Defendant Luckey to disgorge all funds received from her illegal 

conduct, together with prejudgment interest thereon, in accordance with Exchange 

Act Sections 21(d)(5) and 21(d)(7) [15 U.S.C. §§ 78u(d)(5) and 78u(d)(7)]. 

V. 

Order Defendant Luckey to pay civil penalties under 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. § 78u(d)(3)]. 

VI. 

Retain jurisdiction of this action in accordance with the principles of equity and 

the Federal Rules of Civil Procedure in order to implement and carry out the terms of 

all orders and decrees that may be entered, or to entertain any suitable application or 

motion for additional relief within the jurisdiction of this Court. 

VII. 

Grant such other and further relief as this Court may determine to be just and 

necessary. 

Dated:  October 20, 2025 

/s/ Kathryn C. Wanner 
Kathryn C. Wanner 
Patricia Pei 
Attorneys for Plaintiff 
Securities and Exchange Commission 

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