Nasdaq:LTRY
Trident Acquisitions Corp. Files Amended Form S-4 Related to Proposed Business Combination with Lottery.com
Lottery.com also announces replay of analyst day webcast
AUSTIN, Texas and NEW YORK, Sept. 20, 2021 (GLOBE NEWSWIRE) — Trident Acquisitions Corp. (“Trident”) (Nasdaq: TDAC, TDACW, TDACU) announced today that it has filed an amended Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”) in relation to its proposed business combination with AutoLotto, Inc. (“Lottery.com”), a leading technology company that is transforming how, where and when the lottery is played. This Registration Statement includes additional information related to its proposed business combination with Lottery.com, including Lottery.com’s second quarter 2021 financial statements. The Registration Statement can be accessed here.
Additionally, Lottery.com hosted an analyst day webcast in connection with its proposed business combination with Trident. The analyst day webcast can be accessed here.
“The filing of our updated Registration Statement represents another positive step toward completing our proposed business combination. I am pleased with the diligent efforts both the Lottery.com and Trident teams have demonstrated as we work to complete the process as quickly as possible,” said Tony DiMatteo, Chief Executive Officer and Co-Founder of Lottery.com. “Additionally, I am delighted to share our compelling story through the replay of our analyst day webcast. We are pleased with the growth Lottery.com has achieved and during our analyst day, we provide insights into why are confident about realizing future growth.”
About Lottery.com
Lottery.com is a leading technology company that is transforming how, where and when lottery is played. Its engaging mobile and online platforms enable players and commercial partners located in the U.S. and internationally to remotely purchase legally sanctioned lottery games. Fans and subscribers look to Lottery.com for compelling, real-time results on more than 800 lottery games from more than 40 countries. Additionally, through WinTogether.org, Lottery.com is fundamentally changing how non-profit donors are incentivized to action by gamifying charitable giving. In all that it does, Lottery.com’s mission remains the same: an uncompromising passion to innovate, grow a new demographic of enthusiasts, deliver responsible and trusted solutions, and promote community and philanthropic initiatives. For more information, visit http://www.lottery.com.
About Trident Acquisitions Corp.
Trident is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Trident’s securities are quoted on the Nasdaq stock exchange under the ticker symbols TDACU, TDAC and TDACW. For more information, visit www.tridentacquisitions.com/home
Important Notice Regarding Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of present or historical fact included in this press release, regarding the proposed business combination, Trident and Lottery.com’s ability to consummate the proposed business combination, the benefits of the transactions and the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Trident and Lottery.com disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Trident and Lottery.com caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of either Trident or Lottery.com. In addition, Trident cautions you that the forward-looking statements contained in this press release are subject to the following factors: (i) the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the agreements related thereto; (ii) the outcome of any legal proceedings that may be instituted against Trident or Lottery.com following announcement of the business combination; (iii) the inability to complete the business combination due to the failure to obtain approval of the shareholders of Trident, or other conditions to closing in the merger agreement; (iv) the risk that the proposed business combination disrupts Lottery.com’s current plans and operations as a result of the announcement of the business combination; (v) Lottery.com’s ability to realize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of Lottery.com to grow and manage growth profitably following the business combination; (vi) costs related to the business combination; (vii) risks related to the rollout of Lottery.com’s business and the timing of expected business milestones; (viii) Lottery.com’s dependence on obtaining and maintaining lottery retail licenses or consummating partnership agreements in various markets; (ix) Lottery.com’s ability to maintain effective internal controls over financial reporting, including the remediation of identified material weaknesses in internal control over financial reporting relating to segregation of duties with respect to, and access controls to, its financial record keeping system, and Lottery.com’s accounting staffing levels; (x) the effects of competition on Lottery.com’s future business; (xi) risks related to Lottery.com’s dependence on its intellectual property and the risk that Lottery.com’s technology could have undetected defects or errors; (xii) changes in applicable laws or regulations; (xiii) the COVID-19 pandemic and its effect directly on Lottery.com and the economy generally; (xiv) risks related to disruption of management time from ongoing business operations due to the proposed business combination; (xv) risks relating to privacy and data protection laws, privacy or data breaches, or the loss of data; (xvi) the possibility that Lottery.com may be adversely affected by other economic, business, and/or competitive factors; (xvii) those factors discussed in the Registration Statement under the heading “Risk Factors,” and the other documents filed, or to be filed, by Trident with the SEC; (xviii) the risks or inability of the Company to complete the transactions contemplated by the Agreement, the risks related to disruption of management time from ongoing business operations due to the transactions contemplated by the Agreement, or other risks that may arise from the Agreement. Should one or more of the risks or uncertainties described in this press release materialize or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the reports that Trident has filed and will file from time to time with the SEC, including its Registration Statement. Trident’s SEC filings are available publicly on the SEC’s website at www.sec.gov.
Important Information and Where to Find it
The proposed business combination will be submitted to shareholders of Trident for their consideration. Trident has filed a Registration Statement with the SEC which includes a preliminary proxy statement and will include a definitive proxy statement to be distributed to Trident’s stockholders in connection with Trident’s solicitation for proxies for the vote by Trident’s stockholders in connection with the proposed business combination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Lottery.com’s shareholders in connection with the completion of the proposed business combination. After the Registration Statement has been declared effective, Trident will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed business combination. Trident’s shareholders and other interested persons are advised to read the preliminary proxy statement / prospectus and any amendments thereto and, once available, the definitive proxy statement / prospectus, in connection with Trident’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed business combination, because these documents will contain important information about Trident, Lottery.com and the proposed business combination. Stockholders may also obtain a copy of the preliminary proxy statement or, once available, the definitive proxy statement, as well as other documents filed with the SEC regarding the proposed business combination and other documents filed with the SEC by Trident, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Cody Slach, (949) 574-3860, [email protected]. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.
Participants in the Solicitation
Trident and its directors and officers may be deemed participants in the solicitation of proxies of Trident’s stockholders in connection with the proposed business combination. Lottery.com and its officers and directors may also be deemed participants in such solicitation. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Trident’s executive officers and directors in the solicitation by reading Trident’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, and the Registration Statement and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of Trident’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the proxy statement relating to the business combination when it becomes available.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Lottery.com Contact:
Matthew Schlarb
VP, Investor Relations
(512) 585-7789
[email protected]
Gateway Contact:
Gateway Investor Relations
Cody Slach
(949) 574-3860
[email protected]
Trident Contact:
Vadim Komissarov
CEO
(646) 229-7549
[email protected]
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Nasdaq:LTRY
Federal Court Dismisses All Claims Against Lottery.com Inc. and Matthew McGahan with Prejudice
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FORT WORTH, Texas, Feb. 27, 2025 (GLOBE NEWSWIRE) — Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading technology company in digital lottery and sports entertainment, is pleased to announce The United States District Court for the Southern District of Florida has ruled in favor of the Company and Matthew McGahan (“Defendants”), granting with prejudice the Motion to Dismiss for Failure to State a Claim in the case styled Sharon A. McTurk, et al. v. Lottery.com, Inc. and Matthew McGahan (Case No. 24-60993-CIV-DAMIAN).
The lawsuit, filed by Sharon A. McTurk and her affiliated entities (Rutherford Enterprises, LLC, SJB Solutions, LLC and Astra Supply Chain, LLC, collectively “Plaintiffs”), alleged four causes of action against the Defendants:
- Fraudulent Misrepresentation (Count I);
- Negligent Misrepresentation (Count II);
- Aiding and Abetting (Count III); and
- Conspiracy (Count IV).
Plaintiffs claimed that McTurk was promised shares of the Company’s common stock at below market price in exchange for financial backing, however, after a comprehensive review, the Court found that the allegations failed to meet the most basic legal standards and could not proceed.
COURT DECISION
The court ordered and adjudged that:
- The Defendants’ Motion to Dismiss is granted;
- The Plaintiffs’ Complaint is dismissed with prejudice;
- All pending deadlines and hearings are terminated;
- All other pending motions are denied as moot; and
- The Clerk of the Court has been directed to close the case.
This ruling signifies the final dismissal of all claims against the Defendants. As the case was dismissed with prejudice, the Plaintiffs are barred from refiling the same claims in this form.
IMPACT OF THE RULING
The Court’s ruling underscored the lack of credible evidence presented by the Plaintiffs. The Court determined that the allegations did not meet the required legal threshold, thereby rejecting all claims brought against Lottery.com and Matthew McGahan.
The Company and Mr. McGahan have consistently denied the allegations. This dismissal allows both parties to move forward without any further legal considerations related to this matter.
Following the ruling, Matthew McGahan, Chairman and CEO of Lottery.com, expressed relief and optimism about the future:
“I am delighted with the honorable judge’s decision. The case required the Company to allocate financial resources and extraordinary amounts of time that would have been better spent on our turnaround efforts and operations. Many untruths were told in this story that caused immense stress for both me and my family. This ruling has vindicated me and the Company. I am happy that we can focus on building for the future and delivering value to our shareholders.”
CONCLUSION
The Court’s ruling underscores the necessity of credible evidence in legal disputes. By dismissing the case with prejudice, the Court has closed this matter, effectively bringing an end to the litigation.
For more information, please visit www.lottery.com or contact our media relations team at [email protected].
Important Notice Regarding Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding the Company’s strategy, future operations, prospects, plans and objectives of management, are forward-looking statements. When used in this Form 8-K, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “initiatives,” “continue,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. The forward-looking statements speak only as of the date of this press release or as of the date they are made. The Company cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. In addition, the Company cautions you that the forward-looking statements contained in this press release are subject to risks and uncertainties, including but not limited to, any future findings from ongoing review of the Company’s internal accounting controls, additional examination of the preliminary conclusions of such review, the Company’s ability to secure additional capital resources, the Company’s ability to continue as a going concern, the Company’s ability to respond in a timely and satisfactory matter to the inquiries by Nasdaq, the Company’s ability to regain compliance with the Bid Price Requirement, the Company’s ability to regain compliance with Nasdaq Listing Rules, the Company’s ability to become current with its SEC reports, and those additional risks and uncertainties discussed under the heading “Risk Factors” in the Form 10-K/A filed by the Company with the SEC on June 14, 2024, and the other documents filed, or to be filed, by the Company with the SEC. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the reports that the Company has filed and will file from time to time with the SEC. These SEC filings are available publicly on the SEC’s website at www.sec.gov. Should one or more of the risks or uncertainties described in this press release materialize or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.
This press release was published by a CLEAR® Verified individual.
CONTACT: For more information, please visit www.lottery.com or contact our media relations team at [email protected].
Nasdaq:LTRY
Lottery.com Inc. Regains Compliance with Nasdaq Listing Rule 5620(a)
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FORT WORTH, Texas, Feb. 25, 2025 (GLOBE NEWSWIRE) — Lottery.com Inc. (NASDAQ: LTRY; LTRYW) (“Lottery.com” or “the Company”) received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of holding its annual meeting on February 20, 2025, the Company is in compliance with Nasdaq Listing Rule 5620(a) (the “Listing Rule”), The Company had received a notice of non-compliance with the Listing Rule on January 10, 2025. Nasdaq has closed the matter.
Important Notice Regarding Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding the Company’s strategy, future operations, prospects, plans and objectives of management, are forward-looking statements. When used in this Form 8-K, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “initiatives,” “continue,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. The forward-looking statements speak only as of the date of this press release or as of the date they are made. The Company cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. In addition, the Company cautions you that the forward-looking statements contained in this press release are subject to risks and uncertainties, including but not limited to, any future findings from ongoing review of the Company’s internal accounting controls, additional examination of the preliminary conclusions of such review, the Company’s ability to secure additional capital resources, the Company’s ability to continue as a going concern, the Company’s ability to respond in a timely and satisfactory matter to the inquiries by Nasdaq, the Company’s ability to regain compliance with the Bid Price Requirement, the Company’s ability to regain compliance with Nasdaq Listing Rules, the Company’s ability to become current with its SEC reports, and those additional risks and uncertainties discussed under the heading “Risk Factors” in the Form 10-K/A filed by the Company with the SEC on June 14, 2024, and the other documents filed, or to be filed, by the Company with the SEC. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the reports that the Company has filed and will file from time to time with the SEC. These SEC filings are available publicly on the SEC’s website at www.sec.gov. Should one or more of the risks or uncertainties described in this press release materialize or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.
CONTACT: For more information, please visit www.lottery.com or contact our media relations team at [email protected].
Nasdaq:LTRY
Lottery.com Announces Positive Results From Annual Shareholder Meeting
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Company Board Votes Not to Proceed With Reverse Stock Split
FORT WORTH, Texas, Feb. 20, 2025 (GLOBE NEWSWIRE) — Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading technology company in digital lottery and sports media & entertainment, announces the successful results of its annual shareholder meeting conducted today from the Mar-a-Lago Club in Palm Beach, Florida. The Company presented four proposals to the shareholders, all of which passed by a wide margin.
One key decision facing shareholders was whether to authorize the Company’s Board of Directors (the “Board”) to effectuate a reverse stock split. The Board reviewed market conditions after the close of the US Market regular trading session today and unanimously voted to not proceed with the reverse split of the stock.
Two other substantive proposals facing shareholders were the election of Paul Jordan as a Class II Board director and the ratification of the appointment of Boladale Lawal & Co as the Company’s independent registered public accounting firm for the 2024 fiscal year.
Matthew McGahan, Chairman and CEO, commented:
“This is a great day for Lottery.com. The shareholders have spoken and overwhelmingly said they approve our vision for Lottery.com and Sports.com. The nearly unanimous positive vote on all four proposals clearly indicates their confidence in our Board and management team to make the right decisions on the future of the Company. I sincerely thank the shareholders for their trust and support during the turn-around.”
The Company will file a Form 8-K with full results within four business days.
Important Notice Regarding Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding the Company’s strategy, future operations, prospects, plans and objectives of management, are forward-looking statements. When used in this Form 8-K, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “initiatives,” “continue,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. The forward-looking statements speak only as of the date of this press release or as of the date they are made. The Company cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. In addition, the Company cautions you that the forward-looking statements contained in this press release are subject to risks and uncertainties, including but not limited to, any future findings from ongoing review of the Company’s internal accounting controls, additional examination of the preliminary conclusions of such review, the Company’s ability to secure additional capital resources, the Company’s ability to continue as a going concern, the Company’s ability to respond in a timely and satisfactory matter to the inquiries by Nasdaq, the Company’s ability to regain compliance with the Bid Price Requirement, the Company’s ability to regain compliance with Nasdaq Listing Rules, the Company’s ability to become current with its SEC reports, and those additional risks and uncertainties discussed under the heading “Risk Factors” in the Form 10-K/A filed by the Company with the SEC on June 14, 2024, and the other documents filed, or to be filed, by the Company with the SEC. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the reports that the Company has filed and will file from time to time with the SEC. These SEC filings are available publicly on the SEC’s website at www.sec.gov. Should one or more of the risks or uncertainties described in this press release materialize or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.
This press release was published by a CLEAR® Verified individual.
CONTACT: For more information, please visit www.lottery.com or contact our media relations team at [email protected].
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