SEC v. ALBERTO SANIGER MANTINAN, No. 1:25-cv-02937, Southern District of New York (Apr. 11, 2025) — Complaint

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JASON H. LEE (not admitted in S.D.N.Y.)
DANIEL LOSS
RAHUL KOLHATKAR (not admitted in S.D.N.Y.)
NATASHA BRONN SCHRIER (not admitted in S.D.N.Y.)
CHRISTOPHER J. DUNNIGAN
Attorneys for Plaintiff
SECURITIES AND EXCHANGE
COMMISSION
44 Montgomery Street, Suite 700
San Francisco, CA 94104
Telephone: (212) 336-0061 (Dunnigan)
Email: [email protected]

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
 v.
ALBERTO SANIGER MANTINAN, a/k/a
ALBERT SANIGER,
Defendant.

COMPLAINT

25 Civ. 2937

JURY TRIAL DEMANDED
Plaintiff Securities and Exchange Commission (the “Commission”), for its Complaint
against Alberto Saniger Mantinan, a/k/a Albert Saniger (“Saniger” or “Defendant”), alleges as
follows:
SUMMARY
1.  From at least the spring of 2019 through December 2022 (the “Relevant Period”),
Saniger, the founder and CEO of Nate, Inc. (“Nate”) fraudulently solicited investments in Nate
and raised over $42 million through the sale of Nate stock to multiple investors.
2. Saniger marketed Nate as a mobile shopping application (“app”) that used
artificial intelligence (“AI”) to complete users’ purchases across a variety of retail platforms.
While soliciting investors, Saniger touted the app’s purported reliance on AI, including machine
learning and neural networks, to process transactions. But as Saniger knew or recklessly
disregarded, the Nate app did not use AI to complete purchases.

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3. During an initial seed round of fundraising (“the Seed Round”), between the
spring of 2019 and April 2020, Saniger lied to investors about the Nate app’s use of AI and the
rate at which the app successfully completed users’ purchases without human involvement. For
example, Saniger told one investor that the app’s automation rate was above 90% when in fact
virtually all orders entered on the app at that time had to be placed manually, behind the scenes,
by contract workers in the Philippines and elsewhere.
4. Saniger continued to deceive investors during a second round of fundraising for
Nate in the spring of 2021 (the “Series A Round”). Saniger misrepresented to Series A investors
that the Nate app functioned based on AI, including neural networks that “understand HTML and
transact on websites in the same way consumers do.” In fact, though, by the time the Series A
Round closed in June 2021, few if any purchases on the app were completed without manual
processing. And although Nate later deployed automated “bots” to process some orders on the
app, these bots were less sophisticated than the AI that Saniger touted to investors.
5. During the Relevant Period, Nate also conducted product demonstrations for
investors that made it falsely appear that the app was automatically completing purchases, when
in fact, at Saniger’s direction, Nate engineers and others worked behind the scenes to manually
process the orders.
6. Saniger personally profited from his fraud, including by selling approximately $3
million of his own Nate shares to a Series A investor in June of 2021.
7. After a news report cast doubts on Nate’s claimed use of AI in June 2022, Saniger
failed to complete a Series B round, and the company ceased operations. Nate formally dissolved
in January 2023, leaving investors with losses of substantially all their investments, totaling tens
of millions of dollars.
VIOLATIONS
8. By virtue of the foregoing conduct and as alleged further herein, Saniger violated
Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)] and Section

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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].
9. Unless Defendant is restrained and enjoined, he will engage in the acts, practices,
transactions, and courses of business set forth in this Complaint or in acts, practices, transactions,
and courses of business of similar type and object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
10. The Commission brings this action pursuant to the authority conferred upon it by
Sections 20(b) and 20(d) of the Securities Act [15 U.S.C. §§ 77t(b) and 77t(d)], and Section
21(d) of the Exchange Act [15 U.S.C. § 78u(d)].
11. The Commission seeks a final judgment: (a) permanently enjoining Saniger from
violating the federal securities laws and rules that this Complaint alleges he has violated; (b)
permanently enjoining Saniger from, directly or indirectly, including, but not limited to, through
any entity owned or controlled by him, participating in the issuance, purchase, offer, or sale of
any security, provided, however, that such injunction shall not prevent Saniger from purchasing
or selling securities for his own personal accounts; (c) ordering Saniger to pay disgorgement with
prejudgment interest, pursuant to Sections 21(d)(3), 21(d)(5) and 21(d)(7) of the Exchange Act
[15 U.S.C. §§ 78u(d)(3), 78u(d)(5) and 78u(d)(7)]; (d) ordering Saniger 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. § 78u(d)(3)]; (e) prohibiting Saniger from serving as an
officer or director of any company that has a class of securities registered under Section 12 of the
Exchange Act [15 U.S.C. § 78l] or that is required to file reports under Section 15(d) of the
Exchange Act [15 U.S.C. § 78o(d)], 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)]; and (f) ordering any
other and further relief the Court may deem just and proper.
JURISDICTION AND VENUE
12. This Court has jurisdiction over this action pursuant to Section 22(a) of the
Securities Act [15 U.S.C. § 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa].

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13. Saniger, directly or indirectly, made use of the means and instruments of interstate
commerce or of the mails in connection with the acts, transactions, practices, and courses of
business alleged in this Complaint.
14. Venue is proper in this District pursuant to Section 22(a) of the Securities Act [15
U.S.C. § 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa]. Defendant may be
found in, is an inhabitant of, or transacted business in the Southern District of New York, and
certain of the acts, transactions, practices, and courses of business alleged in this Complaint
occurred within this District. For example, during the Relevant Period, Nate was headquartered,
and offered and sold securities, in Manhattan and Saniger resided in Manhattan. Additionally, at
least one Nate investor was located in Manhattan.
DEFENDANT
15. Saniger, age 35, currently resides in Barcelona, Spain. He is the founder of Nate.
During the Relevant Period, Saniger was Nate’s CEO and controlled the company’s operations.
RELATED ENTITY
16. Nate was a Delaware corporation and had its principal place of business in New
York, New York during the Relevant Period. Nate was dissolved in January of 2023.
FACTS
I. Background on Nate’s Business
17. Saniger founded Nate in 2018 with the purpose of developing a mobile app that
would use AI technology to expedite the checkout process for customers of online retailers.
18. Before launching the app to the general public in July 2020, Nate made its app
available to certain users, including potential investors in the Seed Round.
19. From Nate’s inception until its dissolution, Saniger controlled all aspects of the
company’s business and oversaw its engineering teams.
20. Throughout the Relevant Period, Saniger was in regular communication with the
engineering teams and met with the engineering leads on a regular basis.

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21. In particular, Saniger received regular updates from Nate engineering leads about
the status of the company’s AI development and its functionality. At various times during the
Relevant Period, the engineering leads informed Saniger that the company engineers had yet to
develop working AI for the app.
22. Saniger instructed the automation engineering groups that they were not to report
on the status of AI development to other Nate employees.
23. As a result, most Nate employees lacked visibility into the status of the
company’s AI technology.
24. But as Saniger was aware, Nate depended, at all relevant times, on means other
than AI, including manual data entry, to complete purchases that users made through the app.
II. Saniger Misleads Seed Investors about Nate’s AI Capabilities
25. Saniger began soliciting investors for Nate’s Seed Round in the spring of 2019.
26. Saniger met with prospective investors, and he communicated with them by email
and other means.
27. While soliciting Seed Round investors, including two venture capital funds
(“Investor A” and “Investor B”), Saniger made false and misleading representations concerning
Nate’s purported use of AI technology.
28. For example, during meetings with employees of Investor A and separate
meetings with employees of Investor B, Saniger said, in substance, that Nate used automated AI
technology to complete purchases made through the app.
29. Saniger told an employee of Investor A, in substance, that AI is what enabled the
Nate app to function.

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30. Saniger also provided Investor A with written materials in the form of a “pitch
deck” (the “Seed Round Pitch Deck”) describing Nate as “a digital assistant able to transact
online without human intervention” and as “the first non-human executive assistant that can buy
anything, anywhere.”
31. Saniger approved the Seed Round Pitch Deck, controlled its content, and
discussed it with employees of Investor A.
32. Similar to Saniger’s representations to Investor A, Saniger told Investor B, in
substance, that Nate used neural networks to process user purchases and that the average
processing time for an order was only 10 seconds.
33. Saniger’s representations to Investor A and Investor B, as discussed in paragraphs
27-30 and 32 above were false and misleading because, at the time of the Seed Round, the Nate
app did not use AI to complete users’ purchases, the company had not developed a functional AI
model for the app, and purchases using the app required manual processing to be completed,
which would have taken substantially longer than 10 seconds per transaction.
34. Indeed, at the time of the Seed Round, orders placed on the Nate app were routed
to human contractors, primarily located in the Philippines, who then needed to manually process
the transactions.
35. Prior to Investor A’s Seed Round investment, Saniger arranged for an employee
of Investor A to use the Nate app to make a purchase with an online retailer so that Investor A
could experience how the app purportedly worked.
36. The appearance of a successful purchase left the Investor A employee with the
misimpression that the app worked as Saniger had represented.

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37. As part of Investor A’s diligence process, the same Investor A employee asked
Saniger about Nate’s “failure rate today in terms of when a human needs to get involved.” On or
about February 28, 2020, Saniger responded: “If you look at the automation piece only (and
forget other things that could make things go wrong like credit card failure or out of stock etc)
AND assuming we had a user base that fairly represents the entire world then success ranges
from 93% to 97% . . . . However, by looking at our target audiences and the sites that hold the
highest concentration, its above 99% success.”
38. Saniger’s response implied that most purchases on the Nate app did not require
human involvement to be successfully completed.
39. Saniger’s response was false and misleading because, as of February 2020,
virtually all orders placed by Nate’s users were manually completed, including by overseas
contract workers.
40. Based on Saniger’s communications with Nate’s engineering teams, he knew or
recklessly disregarded, that, contrary to his representations to Seed Round investors, the Nate
app did not use AI to complete purchases on the app and instead required manual processing for
all transactions.
41. On March 27, 2020, Investor B invested $4 million in Nate in return for shares of
the company. Investor B transmitted this investment via wire transfer to a Nate bank account.
42. On April 2, 2020, Investor A invested $4 million in Nate in return for shares of
the company. At Saniger’s direction, Investor A transmitted this investment via wire transfer to a
Nate bank account.
43. Saniger’s representations regarding the Nate app’s purported use of AI were
important to Investor A’s and Investor B’s respective decisions to purchase Nate shares.

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44. It also would have been important to a reasonable Seed Round investor to know
that the AI technology Nate was attempting to build did not work to place orders within the Nate
app, and that, at the time of the Seed Round, all orders on the app required manual input.
45. To date, Investor A and Investor B have not received back any of the money that
they invested in Nate.

III. Saniger Continues to Deceive Investors During Nate’s Series A Round
46. Following the close of the Seed Round, Nate launched its app for the general
public in July 2020.
47. Saniger solicited investments for Nate’s Series A Round from approximately
February 2021 to June 2021.
48. By that time period, Nate still had not developed working AI technology for its
app.
49. Instead of using AI to complete users’ purchases, Nate continued to process
purchases manually, with the assistance of overseas contract labor.
50. By virtue of updates Saniger received from Nate’s engineering teams, Saniger
was aware that, at the time of the Series A Round, Nate still lacked a working AI model for the
app and continued to rely on manual processing of transactions.
51. Nevertheless, Saniger falsely represented to prospective Series A investors that
the app was using AI technology.
52. When soliciting Investor A and Investor B for the Series A Round, Saniger did
not correct his prior misrepresentations concerning the Nate app’s use of AI.
53. Additionally, Saniger had ultimate authority over the content of a pitch deck that
Nate disseminated to prospective Series A investors (the “Series A Pitch Deck”), including
Investor C and Investor D. The Series A Pitch Deck stated that the Nate app was enabled by
“intelligent automation” and that Nate’s “neural networks understand HTML and transact on
websites in the same way consumers do.”

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54. Similarly, on or about May 19, 2021, Saniger held a meeting with representatives
of Investor C, during which Saniger represented that the Nate app was powered by AI.
55. Based on communications with Saniger and materials provided by him, Series A
investors, including Investor C and Investor D, understood that, at the time of the Series A
Round, purchases on the app were automated.
56. Saniger’s representations about AI and automation to Series A Round investors
were false and misleading because, at the time of the Series A Round, most transactions on
Nate’s app required manual processing to be completed.
57. As a Nate automation employee confirmed for Saniger in a June 11, 2021 Slack
message, Nate’s “automation rate” was “essentially zero.”
58. It was not until the fall of 2021, after the close of the Series A Round, that the
Nate app began to complete a significant portion of transactions without manual processing, but,
even then, the app relied on automated “bots,” a much less advanced form of automation than the
AI Saniger touted to investors.
59. For example, “bots” can only read (and complete transactions on) certain websites
that they have been specifically trained on.
60. Saniger understood the limitations of “bots,” as compared with AI, as reflected by
his statement in the Seed Round Pitch Deck that “[b]ots crash every time the merchant adds a
new product to the site, does A/B testing, or makes a permanent change to its design or order
flow.”
61. By virtue of updates Saniger received from Nate’s engineering teams, Saniger
knew or recklessly disregarded that, at the time of the Series A Round, Nate still lacked a
working AI model for the app and relied instead on manual processing of transactions.
62. It would have been important to a reasonable Series A Round investor to know
that the AI technology Nate was attempting to build did not work to place orders within the Nate
application, and that, at the time of the Series A Round, manual processing was needed to
complete most, if not all, orders placed on the app.

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63. The specific representation in the Series A Pitch Deck that Nate’s “neural
networks understand HTML and transact on websites in the same way consumers do” would
have been important to a reasonable investor as it would have guided their understanding of how
advanced and scalable the relevant technology was.
64. Saniger’s representations concerning the Nate app’s use of AI were also important
to a decision by Investor A to invest an additional $5.4 million in the Series A Round.
65. The Series A Round closed in June 2021. In total, Nate sold approximately $34
million of Nate shares to investors in the Series A Round, including, Investor A, Investor B,
Investor C, and Investor D, among others.
66. Also in June 2021, Saniger sold $3 million of his own Nate stock to Investor D.
67. None of Investor A, Investor B, Investor C, or Investor D have received any
money back on their Series A investments. In the aggregate, Series A investors lost tens of
millions of dollars of losses.
IV. Saniger Engaged in Additional Deceptive Conduct
68. Saniger also engaged in additional deceptive conduct to bolster the impression to
investors that the Nate app functioned based on advanced AI technology.
69. During the Relevant Period, Saniger required Nate engineers to be on standby
during product demonstrations to potential investors in order to ensure the successful completion
of any test purchases and leave investors with a misimpression that the app worked as Saniger
had represented.
70. Saniger also provided Nate engineers with the email addresses for a “VIP” list of
potential investors so that any orders later placed by those investors could be promptly
completed through the manual involvement of Nate workers.
71. This was similarly designed to give potential investors the false impression that
the Nate app was functioning as claimed and autonomously completing the investors’ online
purchases.

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V. Nate Collapses After Saniger’s False AI Claims Come to Light
72. Following the close of the Series A Round, Saniger solicited additional
investments in Nate and planned a Series B offering.
73. However, in approximately June 2022, a news article published in “The
Information” cast doubts on Nate’s claimed use of AI.
74. Following the article’s publication, Nate was unable to complete the Series B
offering.
75. Nate ceased operations in January 2023, and Saniger terminated all of Nate’s
employees.
76. In January 2023, Saniger dissolved Nate through a State of California Assignment
for the Benefit of Creditors.
77. Nate did not return funds to shareholders during its dissolution, thereby leaving
investors with tens of millions of dollars in losses.
VI.  Tolling Agreement
78. On February 11, 2025, Saniger, through counsel, signed a tolling agreement that
suspended the running of the applicable statute of limitations from February 10, 2025 to
February 24, 2025.
FIRST CLAIM FOR RELIEF
(Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder)
79. The Commission re-alleges and incorporates by reference paragraphs 1 through
78.
80. Saniger, directly or indirectly, singly or in concert, in connection with the
purchase or sale of securities and by the use of means or instrumentalities of interstate
commerce, or the mails, or the facilities of a national securities exchange, knowingly or
recklessly has (i) employed one or more devices, schemes, or artifices to defraud, (ii) made one
or more untrue statements of a material fact or omitted to state one or more material facts

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necessary in order to make the statements made, in light of the circumstances under which they
were made, not misleading, and/or (iii) engaged in one or more acts, practices, or courses of
business which operated or would operate as a fraud or deceit upon other persons.
81. By reason of the foregoing, Saniger, directly or indirectly, singly or in concert,
has violated and, unless enjoined, will again violate 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].
SECOND CLAIM FOR RELIEF
(Violations of Section 17(a) of the Securities Act)
82. The Commission re-alleges and incorporates by reference paragraphs 1 through
78.
83. Sanger, directly or indirectly, singly or in concert, in the offer or sale of securities
and by the use of the means or instruments of transportation or communication in interstate
commerce or the mails, (1) knowingly or recklessly has employed one or more devices, schemes
or artifices to defraud, (2) knowingly, recklessly, or negligently has obtained money or property
by means of one or more untrue statements of a material fact or omissions of a material fact
necessary in order to make the statements made, in light of the circumstances under which they
were made, not misleading, and/or (3) knowingly, recklessly, or negligently has engaged in one
or more transactions, practices, or courses of business which operated or would operate as a
fraud or deceit upon the purchaser.
84. By reason of the foregoing, Saniger, directly or indirectly, singly or in concert,
has violated and, unless enjoined, will again violate Section 17(a) of the Securities Act [15
U.S.C. § 77q(a)].

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PRAYER FOR RELIEF

WHEREFORE, the Commission respectfully requests that the Court enter a final
judgment:
I.
Permanently enjoining Saniger from directly or indirectly violating Section 10(b) of the
Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 [17 C.F.R. § 240.10b-5] thereunder, and
Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)].
II.
Permanently enjoining Saniger from directly or indirectly, including, but not limited to,
through any entity owned or controlled by him, participating in the issuance, purchase, offer, or
sale of any security, provided, however, that such injunction shall not prevent Saniger from
purchasing or selling securities for his own personal accounts, pursuant to Section 20(b) of the
Securities Act [15 U.S.C. § 77t(b)] and Sections 21(d)(1) and 21(d)(5) of the Exchange Act [15
U.S.C. §§ 78u(d)(1) and 78u(d)(5)].
III.
Ordering Saniger to disgorge all ill-gotten gains received as a result of his unlawful
conduct plus prejudgment interest thereon, pursuant to Sections 21(d)(3), 21(d)(5) and 21(d)(7)
of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78(d)(5) and 78u(d)(7)].
IV.
Ordering requiring Saniger 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.
§ 78u(d)(3)].
V.
Permanently prohibiting Saniger from serving as an officer or director of any issuer
having a class of securities registered with the Commission pursuant to Section 12 of the

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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)], 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)].
VI.
Granting any other and further relief this Court may deem to be just and proper.
JURY DEMAND
The Commission demands a trial by jury.

Dated: April 9, 2025
Respectfully Submitted,

________________________________________
JASON H. LEE*
  DANIEL LOSS
RAHUL KOLHATKAR*
NATASHA BRONN SCHRIER*
  CHRISTOPHER J. DUNNIGAN
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
(212) 336-0061 (Dunnigan)
[email protected]

* Not admitted in S.D.N.Y.

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JASON H. LEE (not admitted in S.D.N.Y.) 
DANIEL LOSS 
RAHUL KOLHATKAR (not admitted in S.D.N.Y.) 
NATASHA BRONN SCHRIER (not admitted in S.D.N.Y.) 
CHRISTOPHER J. DUNNIGAN 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE 
COMMISSION 
44 Montgomery Street, Suite 700 
San Francisco, CA 94104 
Telephone: (212) 336-0061 (Dunnigan) 
Email: [email protected] 

 

UNITED STATES DISTRICT COURT 

SOUTHERN DISTRICT OF NEW YORK 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

 v. 

ALBERTO SANIGER MANTINAN, a/k/a 
ALBERT SANIGER,  

Defendant. 

 

COMPLAINT 
 
25 Civ. 2937 

 

JURY TRIAL DEMANDED 

Plaintiff Securities and Exchange Commission (the “Commission”), for its Complaint 

against Alberto Saniger Mantinan, a/k/a Albert Saniger (“Saniger” or “Defendant”), alleges as 

follows: 

SUMMARY 

1.  From at least the spring of 2019 through December 2022 (the “Relevant Period”), 

Saniger, the founder and CEO of Nate, Inc. (“Nate”) fraudulently solicited investments in Nate 

and raised over $42 million through the sale of Nate stock to multiple investors. 

2. Saniger marketed Nate as a mobile shopping application (“app”) that used 

artificial intelligence (“AI”) to complete users’ purchases across a variety of retail platforms. 

While soliciting investors, Saniger touted the app’s purported reliance on AI, including machine 

learning and neural networks, to process transactions. But as Saniger knew or recklessly 

disregarded, the Nate app did not use AI to complete purchases. 

Case 1:25-cv-02937     Document 1     Filed 04/09/25     Page 1 of 14



 

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3. During an initial seed round of fundraising (“the Seed Round”), between the 

spring of 2019 and April 2020, Saniger lied to investors about the Nate app’s use of AI and the 

rate at which the app successfully completed users’ purchases without human involvement. For 

example, Saniger told one investor that the app’s automation rate was above 90% when in fact 

virtually all orders entered on the app at that time had to be placed manually, behind the scenes, 

by contract workers in the Philippines and elsewhere. 

4. Saniger continued to deceive investors during a second round of fundraising for 

Nate in the spring of 2021 (the “Series A Round”). Saniger misrepresented to Series A investors 

that the Nate app functioned based on AI, including neural networks that “understand HTML and 

transact on websites in the same way consumers do.” In fact, though, by the time the Series A 

Round closed in June 2021, few if any purchases on the app were completed without manual 

processing. And although Nate later deployed automated “bots” to process some orders on the 

app, these bots were less sophisticated than the AI that Saniger touted to investors. 

5. During the Relevant Period, Nate also conducted product demonstrations for 

investors that made it falsely appear that the app was automatically completing purchases, when 

in fact, at Saniger’s direction, Nate engineers and others worked behind the scenes to manually 

process the orders.  

6. Saniger personally profited from his fraud, including by selling approximately $3 

million of his own Nate shares to a Series A investor in June of 2021. 

7. After a news report cast doubts on Nate’s claimed use of AI in June 2022, Saniger 

failed to complete a Series B round, and the company ceased operations. Nate formally dissolved 

in January 2023, leaving investors with losses of substantially all their investments, totaling tens 

of millions of dollars. 

VIOLATIONS 

8. By virtue of the foregoing conduct and as alleged further herein, Saniger violated 

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

Case 1:25-cv-02937     Document 1     Filed 04/09/25     Page 2 of 14



 

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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].  

9. Unless Defendant is restrained and enjoined, he will engage in the acts, practices, 

transactions, and courses of business set forth in this Complaint or in acts, practices, transactions, 

and courses of business of similar type and object. 

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

10. The Commission brings this action pursuant to the authority conferred upon it by 

Sections 20(b) and 20(d) of the Securities Act [15 U.S.C. §§ 77t(b) and 77t(d)], and Section 

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

11. The Commission seeks a final judgment: (a) permanently enjoining Saniger from 

violating the federal securities laws and rules that this Complaint alleges he has violated; (b) 

permanently enjoining Saniger from, directly or indirectly, including, but not limited to, through 

any entity owned or controlled by him, participating in the issuance, purchase, offer, or sale of 

any security, provided, however, that such injunction shall not prevent Saniger from purchasing 

or selling securities for his own personal accounts; (c) ordering Saniger to pay disgorgement with 

prejudgment interest, pursuant to Sections 21(d)(3), 21(d)(5) and 21(d)(7) of the Exchange Act 

[15 U.S.C. §§ 78u(d)(3), 78u(d)(5) and 78u(d)(7)]; (d) ordering Saniger 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. § 78u(d)(3)]; (e) prohibiting Saniger from serving as an 

officer or director of any company that has a class of securities registered under Section 12 of the 

Exchange Act [15 U.S.C. § 78l] or that is required to file reports under Section 15(d) of the 

Exchange Act [15 U.S.C. § 78o(d)], 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)]; and (f) ordering any 

other and further relief the Court may deem just and proper. 

JURISDICTION AND VENUE 

12. This Court has jurisdiction over this action pursuant to Section 22(a) of the 

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

Case 1:25-cv-02937     Document 1     Filed 04/09/25     Page 3 of 14



 

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13. Saniger, directly or indirectly, made use of the means and instruments of interstate 

commerce or of the mails in connection with the acts, transactions, practices, and courses of 

business alleged in this Complaint.  

14. Venue is proper in this District pursuant to Section 22(a) of the Securities Act [15 

U.S.C. § 77v(a)] and Section 27 of the Exchange Act [15 U.S.C. § 78aa]. Defendant may be 

found in, is an inhabitant of, or transacted business in the Southern District of New York, and 

certain of the acts, transactions, practices, and courses of business alleged in this Complaint 

occurred within this District. For example, during the Relevant Period, Nate was headquartered, 

and offered and sold securities, in Manhattan and Saniger resided in Manhattan. Additionally, at 

least one Nate investor was located in Manhattan. 

DEFENDANT 

15. Saniger, age 35, currently resides in Barcelona, Spain. He is the founder of Nate. 

During the Relevant Period, Saniger was Nate’s CEO and controlled the company’s operations.   

RELATED ENTITY 

16. Nate was a Delaware corporation and had its principal place of business in New 

York, New York during the Relevant Period. Nate was dissolved in January of 2023. 

FACTS 

I. Background on Nate’s Business 

17. Saniger founded Nate in 2018 with the purpose of developing a mobile app that 

would use AI technology to expedite the checkout process for customers of online retailers.  

18. Before launching the app to the general public in July 2020, Nate made its app 

available to certain users, including potential investors in the Seed Round.   

19. From Nate’s inception until its dissolution, Saniger controlled all aspects of the 

company’s business and oversaw its engineering teams. 

20. Throughout the Relevant Period, Saniger was in regular communication with the 

engineering teams and met with the engineering leads on a regular basis.  

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21. In particular, Saniger received regular updates from Nate engineering leads about 

the status of the company’s AI development and its functionality. At various times during the 

Relevant Period, the engineering leads informed Saniger that the company engineers had yet to 

develop working AI for the app. 

22. Saniger instructed the automation engineering groups that they were not to report 

on the status of AI development to other Nate employees. 

23. As a result, most Nate employees lacked visibility into the status of the 

company’s AI technology. 

24. But as Saniger was aware, Nate depended, at all relevant times, on means other 

than AI, including manual data entry, to complete purchases that users made through the app. 

II. Saniger Misleads Seed Investors about Nate’s AI Capabilities 

25. Saniger began soliciting investors for Nate’s Seed Round in the spring of 2019.  

26. Saniger met with prospective investors, and he communicated with them by email 

and other means. 

27. While soliciting Seed Round investors, including two venture capital funds 

(“Investor A” and “Investor B”), Saniger made false and misleading representations concerning 

Nate’s purported use of AI technology. 

28. For example, during meetings with employees of Investor A and separate 

meetings with employees of Investor B, Saniger said, in substance, that Nate used automated AI 

technology to complete purchases made through the app. 

29. Saniger told an employee of Investor A, in substance, that AI is what enabled the 

Nate app to function. 

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30. Saniger also provided Investor A with written materials in the form of a “pitch 

deck” (the “Seed Round Pitch Deck”) describing Nate as “a digital assistant able to transact 

online without human intervention” and as “the first non-human executive assistant that can buy 

anything, anywhere.” 

31. Saniger approved the Seed Round Pitch Deck, controlled its content, and 

discussed it with employees of Investor A. 

32. Similar to Saniger’s representations to Investor A, Saniger told Investor B, in 

substance, that Nate used neural networks to process user purchases and that the average 

processing time for an order was only 10 seconds. 

33. Saniger’s representations to Investor A and Investor B, as discussed in paragraphs 

27-30 and 32 above were false and misleading because, at the time of the Seed Round, the Nate 

app did not use AI to complete users’ purchases, the company had not developed a functional AI 

model for the app, and purchases using the app required manual processing to be completed, 

which would have taken substantially longer than 10 seconds per transaction. 

34. Indeed, at the time of the Seed Round, orders placed on the Nate app were routed 

to human contractors, primarily located in the Philippines, who then needed to manually process 

the transactions. 

35. Prior to Investor A’s Seed Round investment, Saniger arranged for an employee 

of Investor A to use the Nate app to make a purchase with an online retailer so that Investor A 

could experience how the app purportedly worked.  

36. The appearance of a successful purchase left the Investor A employee with the 

misimpression that the app worked as Saniger had represented. 

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37. As part of Investor A’s diligence process, the same Investor A employee asked 

Saniger about Nate’s “failure rate today in terms of when a human needs to get involved.” On or 

about February 28, 2020, Saniger responded: “If you look at the automation piece only (and 

forget other things that could make things go wrong like credit card failure or out of stock etc) 

AND assuming we had a user base that fairly represents the entire world then success ranges 

from 93% to 97% . . . . However, by looking at our target audiences and the sites that hold the 

highest concentration, its above 99% success.” 

38. Saniger’s response implied that most purchases on the Nate app did not require 

human involvement to be successfully completed. 

39. Saniger’s response was false and misleading because, as of February 2020, 

virtually all orders placed by Nate’s users were manually completed, including by overseas 

contract workers. 

40. Based on Saniger’s communications with Nate’s engineering teams, he knew or 

recklessly disregarded, that, contrary to his representations to Seed Round investors, the Nate 

app did not use AI to complete purchases on the app and instead required manual processing for 

all transactions. 

41. On March 27, 2020, Investor B invested $4 million in Nate in return for shares of 

the company. Investor B transmitted this investment via wire transfer to a Nate bank account. 

42. On April 2, 2020, Investor A invested $4 million in Nate in return for shares of 

the company. At Saniger’s direction, Investor A transmitted this investment via wire transfer to a 

Nate bank account. 

43. Saniger’s representations regarding the Nate app’s purported use of AI were 

important to Investor A’s and Investor B’s respective decisions to purchase Nate shares.  

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44. It also would have been important to a reasonable Seed Round investor to know 

that the AI technology Nate was attempting to build did not work to place orders within the Nate 

app, and that, at the time of the Seed Round, all orders on the app required manual input. 

45. To date, Investor A and Investor B have not received back any of the money that 

they invested in Nate.  

 

III. Saniger Continues to Deceive Investors During Nate’s Series A Round  

46. Following the close of the Seed Round, Nate launched its app for the general 

public in July 2020. 

47. Saniger solicited investments for Nate’s Series A Round from approximately 

February 2021 to June 2021.  

48. By that time period, Nate still had not developed working AI technology for its 

app. 

49. Instead of using AI to complete users’ purchases, Nate continued to process 

purchases manually, with the assistance of overseas contract labor. 

50. By virtue of updates Saniger received from Nate’s engineering teams, Saniger 

was aware that, at the time of the Series A Round, Nate still lacked a working AI model for the 

app and continued to rely on manual processing of transactions. 

51. Nevertheless, Saniger falsely represented to prospective Series A investors that 

the app was using AI technology. 

52. When soliciting Investor A and Investor B for the Series A Round, Saniger did 

not correct his prior misrepresentations concerning the Nate app’s use of AI. 

53. Additionally, Saniger had ultimate authority over the content of a pitch deck that 

Nate disseminated to prospective Series A investors (the “Series A Pitch Deck”), including 

Investor C and Investor D. The Series A Pitch Deck stated that the Nate app was enabled by 

“intelligent automation” and that Nate’s “neural networks understand HTML and transact on 

websites in the same way consumers do.”  

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54. Similarly, on or about May 19, 2021, Saniger held a meeting with representatives 

of Investor C, during which Saniger represented that the Nate app was powered by AI.  

55. Based on communications with Saniger and materials provided by him, Series A 

investors, including Investor C and Investor D, understood that, at the time of the Series A 

Round, purchases on the app were automated. 

56. Saniger’s representations about AI and automation to Series A Round investors 

were false and misleading because, at the time of the Series A Round, most transactions on 

Nate’s app required manual processing to be completed. 

57. As a Nate automation employee confirmed for Saniger in a June 11, 2021 Slack 

message, Nate’s “automation rate” was “essentially zero.” 

58. It was not until the fall of 2021, after the close of the Series A Round, that the 

Nate app began to complete a significant portion of transactions without manual processing, but, 

even then, the app relied on automated “bots,” a much less advanced form of automation than the 

AI Saniger touted to investors. 

59. For example, “bots” can only read (and complete transactions on) certain websites 

that they have been specifically trained on.  

60. Saniger understood the limitations of “bots,” as compared with AI, as reflected by 

his statement in the Seed Round Pitch Deck that “[b]ots crash every time the merchant adds a 

new product to the site, does A/B testing, or makes a permanent change to its design or order 

flow.” 

61. By virtue of updates Saniger received from Nate’s engineering teams, Saniger 

knew or recklessly disregarded that, at the time of the Series A Round, Nate still lacked a 

working AI model for the app and relied instead on manual processing of transactions. 

62. It would have been important to a reasonable Series A Round investor to know 

that the AI technology Nate was attempting to build did not work to place orders within the Nate 

application, and that, at the time of the Series A Round, manual processing was needed to 

complete most, if not all, orders placed on the app. 

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63. The specific representation in the Series A Pitch Deck that Nate’s “neural 

networks understand HTML and transact on websites in the same way consumers do” would 

have been important to a reasonable investor as it would have guided their understanding of how 

advanced and scalable the relevant technology was.  

64. Saniger’s representations concerning the Nate app’s use of AI were also important 

to a decision by Investor A to invest an additional $5.4 million in the Series A Round. 

65. The Series A Round closed in June 2021. In total, Nate sold approximately $34 

million of Nate shares to investors in the Series A Round, including, Investor A, Investor B, 

Investor C, and Investor D, among others. 

66. Also in June 2021, Saniger sold $3 million of his own Nate stock to Investor D. 

67. None of Investor A, Investor B, Investor C, or Investor D have received any 

money back on their Series A investments. In the aggregate, Series A investors lost tens of 

millions of dollars of losses. 

IV. Saniger Engaged in Additional Deceptive Conduct  

68. Saniger also engaged in additional deceptive conduct to bolster the impression to 

investors that the Nate app functioned based on advanced AI technology.  

69. During the Relevant Period, Saniger required Nate engineers to be on standby 

during product demonstrations to potential investors in order to ensure the successful completion 

of any test purchases and leave investors with a misimpression that the app worked as Saniger 

had represented. 

70. Saniger also provided Nate engineers with the email addresses for a “VIP” list of 

potential investors so that any orders later placed by those investors could be promptly 

completed through the manual involvement of Nate workers.  

71. This was similarly designed to give potential investors the false impression that 

the Nate app was functioning as claimed and autonomously completing the investors’ online 

purchases. 

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V. Nate Collapses After Saniger’s False AI Claims Come to Light 

72. Following the close of the Series A Round, Saniger solicited additional 

investments in Nate and planned a Series B offering. 

73. However, in approximately June 2022, a news article published in “The 

Information” cast doubts on Nate’s claimed use of AI.  

74. Following the article’s publication, Nate was unable to complete the Series B 

offering.  

75. Nate ceased operations in January 2023, and Saniger terminated all of Nate’s 

employees.  

76. In January 2023, Saniger dissolved Nate through a State of California Assignment 

for the Benefit of Creditors.  

77. Nate did not return funds to shareholders during its dissolution, thereby leaving 

investors with tens of millions of dollars in losses. 

VI.  Tolling Agreement 

78. On February 11, 2025, Saniger, through counsel, signed a tolling agreement that 

suspended the running of the applicable statute of limitations from February 10, 2025 to 

February 24, 2025. 

FIRST CLAIM FOR RELIEF 

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

79. The Commission re-alleges and incorporates by reference paragraphs 1 through 

78. 

80. Saniger, directly or indirectly, singly or in concert, in connection with the 

purchase or sale of securities and by the use of means or instrumentalities of interstate 

commerce, or the mails, or the facilities of a national securities exchange, knowingly or 

recklessly has (i) employed one or more devices, schemes, or artifices to defraud, (ii) made one 

or more untrue statements of a material fact or omitted to state one or more material facts 

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

were made, not misleading, and/or (iii) engaged in one or more acts, practices, or courses of 

business which operated or would operate as a fraud or deceit upon other persons. 

81. By reason of the foregoing, Saniger, directly or indirectly, singly or in concert, 

has violated and, unless enjoined, will again violate 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]. 

SECOND CLAIM FOR RELIEF 

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

82. The Commission re-alleges and incorporates by reference paragraphs 1 through 

78. 

83. Sanger, directly or indirectly, singly or in concert, in the offer or sale of securities 

and by the use of the means or instruments of transportation or communication in interstate 

commerce or the mails, (1) knowingly or recklessly has employed one or more devices, schemes 

or artifices to defraud, (2) knowingly, recklessly, or negligently has obtained money or property 

by means of one or more untrue statements of a material fact or omissions of a material fact 

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

were made, not misleading, and/or (3) knowingly, recklessly, or negligently has engaged in one 

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

fraud or deceit upon the purchaser. 

84. By reason of the foregoing, Saniger, directly or indirectly, singly or in concert, 

has violated and, unless enjoined, will again violate Section 17(a) of the Securities Act [15 

U.S.C. § 77q(a)]. 

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PRAYER FOR RELIEF 

 

WHEREFORE, the Commission respectfully requests that the Court enter a final 

judgment:   

I. 

Permanently enjoining Saniger from directly or indirectly violating Section 10(b) of the 

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

Section 17(a) of the Securities Act [15 U.S.C. § 77q(a)]. 

II. 

Permanently enjoining Saniger from directly or indirectly, including, but not limited to, 

through any entity owned or controlled by him, participating in the issuance, purchase, offer, or 

sale of any security, provided, however, that such injunction shall not prevent Saniger from 

purchasing or selling securities for his own personal accounts, pursuant to Section 20(b) of the 

Securities Act [15 U.S.C. § 77t(b)] and Sections 21(d)(1) and 21(d)(5) of the Exchange Act [15 

U.S.C. §§ 78u(d)(1) and 78u(d)(5)]. 

III. 

Ordering Saniger to disgorge all ill-gotten gains received as a result of his unlawful 

conduct plus prejudgment interest thereon, pursuant to Sections 21(d)(3), 21(d)(5) and 21(d)(7) 

of the Exchange Act [15 U.S.C. §§ 78u(d)(3), 78(d)(5) and 78u(d)(7)]. 

IV. 

Ordering requiring Saniger 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. 

§ 78u(d)(3)]. 

V. 

Permanently prohibiting Saniger from serving as an officer or director of any issuer 

having a class of securities registered with the Commission pursuant to Section 12 of the 

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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)], 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)]. 

VI. 

Granting any other and further relief this Court may deem to be just and proper. 

JURY DEMAND 

The Commission demands a trial by jury. 

 

Dated: April 9, 2025       

Respectfully Submitted, 

 

 

________________________________________   
JASON H. LEE* 

  DANIEL LOSS 
RAHUL KOLHATKAR* 
NATASHA BRONN SCHRIER* 

  CHRISTOPHER J. DUNNIGAN 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
(212) 336-0061 (Dunnigan) 
[email protected]  
 
* Not admitted in S.D.N.Y. 
 
 

 
 

   
  

 

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