As
filed with the Securities and Exchange Commission on April 14, 2025
Registration
No. 333-286503
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1
to
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
LOTTERY.COM
INC.
(Exact
Name of Registrant as Specified in Its Charter)
| Delaware |
|
7372 |
|
81-1996183 |
| (State
or other jurisdiction of |
|
(Primary
Standard Industrial |
|
(I.R.S.
Employer |
| incorporation
or organization) |
|
Classification
Code Number) |
|
Identification
Number) |
5049
Edwards Ranch Rd., 4th Floor
Fort
Worth, Texas 76109
(737)
309-4500
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Copies
to:
M.
Richard Cutler, Esq.
Cutler
Law Group P.C.
6575
West Loop South
Bellaire,
TX 77401
Tel:
(713) 888-0040
Mathew
McGahan
Principal
Executive Officer
5049
Edwards Ranch Rd., 4th Floor
Fort
Worth, Texas 76109
Tel:
(737) 309-4500
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
|
Emerging
growth company |
☒ |
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE
IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE
AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
EXPLANITORY
NOTE
Lottery.com Inc . is filing this Amendment No. 1 to the Registration Statement of Form S-1 filed on April 11, 2025 for the
purpose of including a Delayed Effective Date disclosure and to update and file certain Exhibits thereto as indicated on the exhibits
list . No changes or additions are being made hereby to the prospectus that forms a part of the Registration Statement. Accordingly,
the prospectus is being omitted from this filing.
EXHIBITS
(1)
Financial Statements
The
consolidated financial statements listed in the accompanying Index to Consolidated Financial Statements are filed as part of this prospectus.
(2)
Exhibits
The
exhibits listed below are filed as part of this prospectus or incorporated herein by reference to the location indicated.
| Exhibit |
|
|
| Number |
|
Description |
| 2.1† |
|
Business Combination Agreement, dated as of February 21, 2021, by and among Trident Acquisitions Corp., Trident Merger Sub II Corp., and AutoLotto, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed by Lottery.com with the SEC on February 23, 2021). |
| 3.1 |
|
Second Amended and Restated Certificate of Incorporation of Lottery.com Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021). |
| 3.2 |
|
Amended and Restated Bylaws of Lottery.com Inc. (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021). |
| 4.1 |
|
Warrant Agreement, dated as of May 29, 2018, between TDAC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed by Lottery.com with the SEC on June 4, 2018). |
| 4.2 |
|
Description of Capital Stock (incorporated by reference to Exhibit 4.2 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022). |
| 5.1* |
|
Opinion of Cutler Law Group, P.C. as to the legality of the securities being registered (incorporated by reference to Exhibit 5.1 of Amendment No. 1 to the Registration Statement on Form S-1 filed with the SEC on September 26, 2024) Need a new Opinion Letter from Cutler for this filing |
| 10.1 |
|
Letter Agreement among Trident Acquisitions Corp., Trident Acquisitions Corp.’s officers, directors and stockholders (incorporated by reference to Exhibit 10.2 to Amendment No. 2 to the Registration Statement on Form S-1/A (File No. 333-223655) filed by Lottery.com with the SEC on May 21, 2018). |
| 10.2 |
|
Stock Escrow Agreement between Trident Acquisitions Corp., Continental Stock Transfer & Trust Company and the initial stockholders of Trident Acquisitions Corp (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K, filed by Lottery.com with the SEC on June 4, 2018). |
| 10.3 |
|
Services Agreement, dated as of March 10, 2020, by and between AutoLotto, Inc. and Master Goblin Games LLC (incorporated by reference to Exhibit 10.8 of the Registration Statement on Form S-4 (Reg. No. 333-257734), filed by Lottery.com with the SEC on October 5, 2021). |
| 10.4 |
|
Amendment No. 1 to Services Agreement, dated as of June 28, 2021, by and between AutoLotto, Inc. and Master Goblin Games LLC (incorporated by reference to Exhibit 10.9 of the Registration Statement on Form S-4 (Reg. No. 333-257734), filed by Lottery.com with the SEC on October 5, 2021). |
| 10.5 |
|
Investor Rights Agreement, dated as of October 29, 2021, by and among Lottery.com Inc., AutoLotto, Inc. and the security holders party thereto (incorporated by reference to Exhibit 10.12 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021). |
| 10.6 |
|
Initial Stockholder Forfeiture Agreement, dated as of October 29, 2021, by and among Lottery.com Inc., AutoLotto, Inc. and the security holders party thereto (incorporated by reference to Exhibit 10.13 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021). |
| 10.7# |
|
Employment Agreement, dated as of February 21, 2021, by and between Lawrence Anthony DiMatteo III and AutoLotto, Inc. (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021). |
| 10.8# |
|
Employment Agreement, dated as of February 21, 2021, by and between Matthew Clemenson and AutoLotto, Inc. (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021). |
| 10.9# |
|
Amendment to Employment Agreement, dated March 23, 2022, by and between Matthew Clemenson and Lottery.com (incorporated by reference to Exhibit 10.9 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022). |
| 10.10# |
|
Employment Agreement, dated as of February 21, 2021, by and between Ryan Dickinson and AutoLotto, Inc. (incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021). |
| 10.11# |
|
Amendment to Employment Agreement, dated March 23, 2022, by and between Ryan Dickinson and Lottery.com (incorporated by reference to Exhibit 10.11 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022). |
| 10.12# |
|
Employment Agreement, dated as of March 19, 2021, by and between Kathryn Lever and AutoLotto, Inc. (incorporated by reference to Exhibit 10.12 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022). |
| 10.13# |
|
Amendment to Employment Agreement, dated as of March 28, 2022, by and between Kathryn Lever and Lottery.com Inc. (incorporated by reference to Exhibit 10.13 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022). |
| 10.14# |
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021). |
| 10.15# |
|
AutoLotto, Inc. 2015 Stock Option/Stock Issuance Plan (incorporated by reference to Exhibit 10.8 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021). |
| 10.16# |
|
Form of Restricted Stock Award Agreement under the AutoLotto, Inc. 2015 Stock Option/Stock Issuance Plan (incorporated by reference to Exhibit 10.9 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021). |
| 10.17# |
|
Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.7 of the Registration Statement on Form S-4 (Reg. No. 333-257734), filed by Lottery.com with the SEC on October 5, 2021). |
| 10.18# |
|
Form of Option Award Agreement under the Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.18 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022). |
| 10.19# |
|
Form of Restricted Stock Award Agreement under the Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.19 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022). |
| 10.20# |
|
Form of Director Restricted Stock Award Agreement under the Lottery.com 2021 Incentive Plan (incorporated by reference to Exhibit 10.20 of the Annual Report on Form 10-K filed by Lottery.com with the SEC on April 1, 2022). |
| 10.21# |
|
Resignation and Release Agreement, dated July 22, 2022, by and between Lottery.com and Lawrence Anthony DiMatteo III (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on July 22, 2022). |
| 10.22# |
|
Consulting Agreement by and between AutoLotto, Inc. dba Lottery.com and Simpexe, LLC, specifically Harry Dhaliwal, dated July 1, 2022 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on July 6, 2022). |
| 10.23+ |
|
Master Affiliate Agreement, dated as of October 2, 2021 (incorporated by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q filed by Lottery.com with the SEC on May 16, 2022). |
| 10.24 |
|
Loan Agreement (Deed), dated December 7, 2022, between Lottery.com and Woodford Eurasia Assets Ltd, as lender (incorporated by reference to Exhibit 10.24 of the Annual Report on Form 10-K/A filed by Lottery.com with the SEC on May 10, 2023). |
| 10.25 |
|
Loan Agreement Deed, Debenture Deed and Securitization, dated December 7, 2022, between Lottery.com and Woodford Eurasia Assets Ltd, as security holder (incorporated by reference to Exhibit 10.25 of the Annual Report on Form 10-K/A filed by Lottery.com with the SEC on May 10, 2023). |
| 10.26 |
|
Amended and Restated Loan Agreement and Deed, dated August 8, 2023, between Lottery.com and United Capital Investments London Limited as lender (incorporated by reference to Exhibit 10.26 Post Effective Amendment No. 1 to the Registration Statement on Form S-1 filed by Lottery.com with the SEC on January 13, 2025) |
| 10.27** |
|
Amendment to Amended and Restated Loan Agreement, dated as of August 18, 2023, by and between Lottery.com Inc. and United Capital Investments London Limited. (incorporated by reference to Exhibit 10.27of Amendment No. 1 to the Registration Statement on Form S-1 filed by Lottery.com with the SEC on September 26, 2024) |
| 10.28 |
|
Business Loan Agreement dated January 4, 2022, between Autolotto, Inc. and The Provident Bank (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed by Lottery.com with the SEC on May 22, 2023). |
| 10.29 |
|
$30,000,000 Promissory Note dated January 4, 2022, between Autolotto, Inc. and The Provident Bank (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q filed by Lottery.com with the SEC on May 22, 2023). |
| 10.31 |
|
Stock Purchase Agreement and Common Stock Purchase Warrant by and between Lottery.com Inc. and Generating Alpha Limited, dated November 13, 2024 |
| 21.1 |
|
List of Subsidiaries of Lottery.com Inc. (incorporated by reference to Exhibit 21.1 of the Current Report on Form 8-K filed by Lottery.com with the SEC on November 4, 2021). |
| 23.2* |
|
Consent of Boladale Lawal & Co. |
| 23.6 |
|
Consent of Cutler Law Group P.C. included as part of the opinion in exhibit 5 hereto. |
| 31.1 |
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 107* |
|
Filing Fee Table |
| 101.INS* |
|
Inline
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document |
| 101.SCH* |
|
Inline
XBRL Taxonomy Extension Schema Document. |
| 101.CAL* |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF* |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB* |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE* |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104* |
|
Inline
XBRL for the cover page of this prospectus on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set. |
| * | Filed
herewith. |
| | |
| ** | Furnished
herewith. |
| | |
| † | Certain
schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits
upon request by the U.S. Securities and Exchange Commission. any of the omitted schedules
and exhibits upon request by the U.S. Securities and Exchange Commission. |
| | |
| + |
Certain portions of this exhibit have been omitted pursuant
to Regulation S-K Item 601(b)(10)(iv). The Registrant agrees to furnish an unredacted copy of the exhibit to the SEC upon its request. |
| |
|
| # | Indicates
management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement on Form S-1
to be signed on its behalf by the following persons in the capacities held in the City of Fort Worth, State of Texas, on April 11, 2025.
| |
LOTTERY.COM INC. |
| |
|
| |
By: |
/s/ Mathew McGahan |
| |
Name: |
Mathew McGahan |
| |
Title: |
President and CEO |
POWER
OF ATTORNEY
KNOW
ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mathew McGahan and Robert Stubblefield
as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her in his or her name,
place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments),
and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file
the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
that said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement on Form S-1 has been signed by the following persons in the capacities
held on April 11, 2025.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Mathew McGahan |
|
Director
and Chief Executive |
|
April
14, 2025 |
| Mathew
McGahan |
|
Officer
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Robert J. Stubblefield |
|
Chief
Financial Officer |
|
April
14, 2025 |
| Robert
Stubblefield |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Christopher Gooding |
|
Director |
|
April
14, 2025 |
| Christopher
Gooding |
|
|
|
|
| |
|
|
|
|
| /s/
Paul S. Jordan |
|
Director |
|
April
14, 2025 |
| Paul
S. Jordan |
|
|
|
|
| |
|
|
|
|
| /s/
Tamer T. Hassan |
|
Director |
|
April
14, 2025 |
| Tamer
T. Hassan |
|
|
|
|
| |
|
|
|
|
| /s/
Warren Macal |
|
Director |
|
April
14, 2025 |
| Warren
Macal |
|
|
|
|
Exhibit
23.2
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of
Lottery.com
Inc.
We
consent to the incorporation of the Prospectus that constitutes a part of this Form S-1 Registration Statement of Lottery.com Inc. (the
“Company”) of our report dated April 8, 2025, relating to our audit of the Company’s financial statements as of December
31, 2023, and for the year then ended, included in the Company’s Annual Report on Form 10-K/A for the fiscal year ended December
31, 2023.
We
further consent to the incorporation of the Prospectus that constitutes a part of this Form S-1 Registration Statement of Lottery.com
Inc. (the “Company”) of our report dated April 8, 2025, relating to the Company’s financial statements as of December
31, 2023, and for the quarter then ended, included in the Company’s Quarterly Report on Form 10-Q for the period ended September
30, 2024.
We
also consent to the reference to us under the heading “Experts.”
/S/
Boladale Lawal
BOLADALE
LAWAL & CO.
(Chartered
Accountants)
(PCAOB
ID 6993)
Lagos,
Nigeria
We
have served as the Company’s auditor since 2024.
April
11, 2025
