Nasdaq:LTRY
Lottery.com Announces Strong Third Quarter Results and Year-to-Date Revenue Increase of $42.8 Million Over Prior-Year Period
Third quarter 2021 revenue of $32.2 million and net income of $11.2 million
Strong growth in user transaction profitability
AUSTIN, Texas, Nov. 15, 2021 (GLOBE NEWSWIRE) — Lottery.com Inc. (Nasdaq: LTRY, LTRYW) (“Lottery.com” or the “Company”), a leading technology company that is transforming how, where and when lottery is played, reported financial results for the third quarter ended September 30, 2021. These results were achieved prior to the closing of the Company’s business combination with Trident Acquisitions Corp. on October 29, 2021. The Company’s unaudited financial statements for the third quarter of 2021 and other information have been filed in a Current Report on Form 8-K/A today with the U.S. Securities and Exchange Commission (“SEC”).
Tony DiMatteo, Lottery.com Co-Founder and CEO, commented, “We are proud of the strong revenue and profitability growth we achieved in the third quarter. While we were working toward the completion of our business combination, we acted decisively to advance our plans for our global affiliate program and monetize one of our assets by leveraging a B2B partner relationship. The start of this program provided increased revenue in the third quarter and is an essential building block of our B2B2C strategy, which we expect will lead to an increased user base and additional revenue from those end users going forward. Additionally, the implementation of a dynamic pricing model and improvements to our app, such as push notifications, contributed to strong growth in gross profit per transaction compared to the prior year period.”
Mr. DiMatteo continued, “Now that we have successfully completed our business combination, we are focused on utilizing the proceeds we realized from the transaction, along with our third quarter profits, to accelerate our targeted user marketing campaigns, enter new markets, expand our product offerings, and execute strategic and synergistic acquisitions. With our low customer acquisition costs, large addressable markets and leading brands, we look forward to realizing the profitable growth opportunities before us.”
Third Quarter 2021 Results
| Q3 2021 Financial Highlights | Three Months Ended | ||||||||||||
| September 30, | |||||||||||||
| 2021 | 2020 | Change | |||||||||||
| (in millions, except percentages; unaudited) | |||||||||||||
| Revenues | $ | 32.2 | $ | 1.6 | $ | 30.6 | |||||||
| Gross Profit | $ | 20.3 | $ | 0.9 | $ | 19.4 | |||||||
| Gross Margin | 63.0 | % | 54.9 | % | 8.1 | % | |||||||
| Net Income | $ | 11.2 | $ | (1.2 | ) | $ | 12.3 | ||||||
| Q3 2021 User Metrics (1) | |
Three Months Ended | |||||||||||
| September 30, | |||||||||||||
| 2021 | 2020 | Change | |||||||||||
| Transactions per user | 12.4 | 11.2 | 1.2 | ||||||||||
| Tickets per transaction | 3.8 | 3.5 | 0.3 | ||||||||||
| Revenue per transaction | $ | 9.52 | $ | 8.20 | $ | 1.32 | |||||||
| Gross profit per transaction | $ | 1.69 | $ | 0.93 | $ | 0.76 | |||||||
| Gross margin per transaction | 17.8 | % | 11.3 | % | 6.4 | % | |||||||
| (1) Excludes B2B users who made purchases through an affiliate or API partner | |||||||||||||
Third quarter 2021 revenue was $32.2 million, an increase of $30.6 million from the third quarter of 2020. The growth was driven by the global affiliate marketing program.
Third quarter 2021 gross profit was $20.3 million, an increase of $19.4 million from the third quarter of 2020. The increase was driven by the global affiliate marketing program as well as improved user profitability.
Third quarter 2021 gross profit per transaction was $1.69, or a $0.76 increase from the third quarter of 2020. The increase was driven by the implementation of a dynamic pricing model and improvements made to the Company’s platform, including push notifications, which contributed to higher tickets sold per transaction and higher revenue per transaction.
Third quarter 2021 net income was $11.2 million, compared to a net loss of $1.2 million in the third quarter of 2020. The improvement was driven by the increase in gross profit partially offset by expenses associated with the business combination.
Outlook and Update Following Business Combination
The Company expects to meet or exceed its previous guidance of $71 million for full year 2021 revenue.
On October 29, 2021, the Company successfully completed its business combination with Trident Acquisitions Corp. As a result of the transaction, Lottery.com received $42.8 million in net proceeds and converted $60 million of debt and accrued interest into equity. Following the completion of the business combination, the Company’s top strategic priorities include:
- Continuing development of Project Nexus’ blockchain-based gaming platform and launch of its first proprietary lottery game in 2022;
- Initiating new targeted marketing campaigns to broaden its B2C user base;
- Entering new markets in both the U.S. and internationally by the end of 2021 and entering New York and New Jersey in 2022;
- Developing and continually introducing new products to the Lottery.com platform, including additional state-specific games and digital scratcher games;
- Adding new affiliates and API partners to the Company’s B2B segment; and
- Executing on strategic and synergistic acquisitions, including those that will drive the Sports.com platform.
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 United States 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.
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 company’s future financial performance, as well as the company’s strategy, future operations, revenue guidance, 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, Lottery.com 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. Lottery.com 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 Lottery.com. In addition, Lottery.com cautions you that the forward-looking statements contained in this press release are subject to the following factors: (i) the outcome of any legal proceedings that may be instituted against Lottery.com; (ii) 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; (iii) the effects of competition on Lottery.com’s future business; (iv) 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; (v) changes in applicable laws or regulations; (vi) risks related to the COVID-19 pandemic and its effect directly on Lottery.com and the economy generally; (vii) risks relating to privacy and data protection laws, privacy or data breaches, or the loss of data; (viii) the possibility that Lottery.com may be adversely affected by other economic, business, and/or competitive factors; (ix) the ability of Lottery.com to achieve its strategic and growth objectives as stated or at all; and (x) those factors discussed in the proxy statement/prospectus filed by Lottery.com with the SEC under the heading “Risk Factors” and the other documents filed, or to be filed, by Lottery.com with the SEC. 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 Lottery.com 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.
AutoLotto, Inc.
Condensed Consolidated Balance Sheets
| As of September 30, | As of December 31, | |||||||
| 2021 | 2020 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Cash | $ | 1,179,467 | $ | 3,825,511 | ||||
| Restricted cash | – | 6,950,000 | ||||||
| Accounts receivable | 33,072,278 | 26,195 | ||||||
| Prepaid expenses | 10,815,458 | 22,013,110 | ||||||
| Other current assets | 238,627 | 788,033 | ||||||
| Total current assets | 45,305,830 | 33,602,849 | ||||||
| Investments | 250,000 | 250,000 | ||||||
| Goodwill | 17,937,691 | 12,997,048 | ||||||
| Intangible assets, net | 27,820,753 | 3,211,250 | ||||||
| Property and equipment, net | 1,297,885 | 670,952 | ||||||
| Total assets | $ | 92,612,159 | $ | 50,732,099 | ||||
| Liabilities | ||||||||
| Trade payables | $ | 2,986,762 | $ | 2,176,621 | ||||
| Deferred revenue | 598,214 | 7,763,593 | ||||||
| Convertible debt, net – current | 8,912,163 | 8,882,665 | ||||||
| Notes payable – current | 4,077,982 | 12,207,180 | ||||||
| Accrued interest | 3,435,111 | 721,717 | ||||||
| Accrued and other expenses | 4,992,522 | 2,335,350 | ||||||
| Total current liabilities | 25,002,754 | 34,087,126 | ||||||
| Convertible debt, net – non current | 31,569,218 | 10,000 | ||||||
| Other long term liabilities | 1,600,000 | – | ||||||
| Total liabilities | 58,171,972 | 34,097,126 | ||||||
| Stockholders’ Equity | ||||||||
| Controlling Interest | ||||||||
| Common stock | 5,912 | 5,159 | ||||||
| Par value $.001, 8,610,000 shares authorized, 5,910,980 and 5,158,607 issued and outstanding as of September 30, 2021 and December 31, 2020 respectively | ||||||||
| Preferred stock – series seed | 63 | 63 | ||||||
| Par value $.0001, 633,000 shares authorized, 633,000 issued and outstanding as of September 30, 2021 and December 31, 2020 respectively | ||||||||
| Preferred stock – series A | 122 | 122 | ||||||
| Par value $.0001, 1,220,000 shares authorized, 1,220,000 issued and outstanding as of September 30, 2021 and December 31, 2020 respectively | ||||||||
| Preferred stock – series A1 | 22 | 22 | ||||||
| Par value $.0001, 225,000 shares authorized, 223,749 issued and outstanding as of September 30, 2021 and December 31, 2020 respectively | ||||||||
| Preferred stock – series A2 | 30 | 30 | ||||||
| Par value $.0001, 305,000 shares authorized, 302,668 issued and outstanding as of September 30, 2021 and December 31, 2020 respectively | ||||||||
| Additional paid-in capital | 123,368,737 | 111,770,147 | ||||||
| Accumulated deficit | (91,577,868 | ) | (95,140,570 | ) | ||||
| Total AutoLotto Inc. stockholder’s equity | 31,797,018 | 16,634,973 | ||||||
| Noncontrolling Interest | 2,643,169 | – | ||||||
| Total Stockholders’ Equity | 34,440,187 | 16,634,973 | ||||||
| Total Liabilities & Stockholders’ Equity | $ | 92,612,159 | $ | 50,732,099 | ||||
AutoLotto, Inc.
Condensed Consolidated Statements of Operations
Three Months Ended September 30, 2021 and 2020 and Nine Months Ended
September 30, 2021 and 2020
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||
| Revenue | $ | 32,248,036 | $ | 1,602,916 | $ | 47,035,327 | $ | 4,197,314 | ||||||||
| Cost of revenue | 11,920,721 | 722,363 | 15,925,072 | 1,770,885 | ||||||||||||
| Gross profit | 20,327,315 | 880,554 | 31,110,255 | 2,426,429 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Personnel costs | 1,614,063 | 974,139 | 4,138,240 | 2,975,464 | ||||||||||||
| Professional fees | 976,679 | 182,502 | 5,174,378 | 638,878 | ||||||||||||
| General and administration | 1,085,431 | 163,691 | 4,355,760 | 593,380 | ||||||||||||
| Depreciation and amortization | 1,530,026 | 355,671 | 2,904,000 | 1,065,490 | ||||||||||||
| Total operating expenses | 5,206,199 | 1,676,004 | 16,572,378 | 5,273,211 | ||||||||||||
| Income (loss) from operations | 15,121,116 | (795,450 | ) | 14,537,877 | (2,846,782 | ) | ||||||||||
| Other expenses | ||||||||||||||||
| Interest expense | 3,789,316 | 296,517 | 9,318,638 | 881,553 | ||||||||||||
| Other expense | 178,952 | 68,218 | 1,656,540 | 416,858 | ||||||||||||
| Total other expenses, net | 3,968,268 | 364,735 | 10,975,178 | 1,298,411 | ||||||||||||
| Net income (loss) | $ | 11,152,848 | $ | (1,160,185 | ) | $ | 3,562,699 | $ | (4,145,193 | ) | ||||||
| Net income (loss) per common share | ||||||||||||||||
| Basic | $ | 1.89 | $ | (0.22 | ) | $ | 0.64 | $ | (0.80 | ) | ||||||
| Diluted | $ | 0.24 | $ | (0.22 | ) | $ | 0.08 | $ | (0.80 | ) | ||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Basic | 5,900,980 | 5,158,607 | 5,534,794 | 5,158,607 | ||||||||||||
| Diluted | 45,956,427 | 5,158,607 | 45,590,241 | 5,158,607 | ||||||||||||
AutoLotto, Inc.
Condensed Consolidated Statements of Cash Flows
| Nine Months Ended September 30, |
||||||||
| 2021 | 2020 | |||||||
| (unaudited) | ||||||||
| Cash flow from operating activities | ||||||||
| Net income (loss) | $ | 3,562,698 | $ | (4,145,193 | ) | |||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 2,904,000 | 1,065,490 | ||||||
| Amortization of debt discount | 2,296,747 | 126,096 | ||||||
| Amortization of beneficial conversion feature | 4,191,530 | 494,639 | ||||||
| Stock based compensation expense | 6,479 | 13,872 | ||||||
| Forgiveness of PPP Loan | (493,225 | ) | – | |||||
| Loss on extinguishment of debt | 71,174 | – | ||||||
| Issuance of debt to pay expenses | 1,003,983 | – | ||||||
| Changes in assets & liabilities: | ||||||||
| Accounts receivable | (33,046,083 | ) | 1,625 | |||||
| Prepaid expenses | 11,202,143 | 103,253 | ||||||
| Other current assets | 561,321 | (23,975 | ) | |||||
| Trade payables | 808,670 | (391,352 | ) | |||||
| Deferred revenue | (7,165,379 | ) | 578,759 | |||||
| Accrued interest | 2,758,009 | 260,818 | ||||||
| Accrued and other expenses | 3,979,552 | 399,445 | ||||||
| Net cash used in operating activities | (7,358,379 | ) | (1,516,522 | ) | ||||
| Cash flow from investing activities | ||||||||
| Purchases of property and equipment | (1,097,993 | ) | (21,915 | ) | ||||
| Purchases of intangible assets | (3,000,000 | ) | – | |||||
| Cash paid for acquisitions, net of cash acquired | (10,012,540 | ) | – | |||||
| Net cash used in investing activities | (14,110,533 | ) | (21,915 | ) | ||||
| Cash flow from financing activities | ||||||||
| Issuance of digital securities | 108,332 | 487,494 | ||||||
| Proceeds from exercise of options | 47,130 | – | ||||||
| Proceeds from issuance of convertible debt | 13,483,500 | 365,000 | ||||||
| Proceeds from government loan | – | 643,125 | ||||||
| Proceeds from issuance of notes payable | – | 27,699 | ||||||
| Principal payments on notes payable | (1,766,093 | ) | (44,148 | ) | ||||
| Net cash provided by financing activities | 11,872,869 | 1,479,170 | ||||||
| Net change in net cash and restricted cash | (9,596,044 | ) | (59,266 | ) | ||||
| Cash at beginning of period | 10,775,511 | 158,492 | ||||||
| Cash at end of period | $ | 1,179,467 | $ | 99,226 | ||||
| SUPPLEMENTAL DISCLOSURES: | ||||||||
| Interest paid in cash | $ | 40,916 | $ | – | ||||
| Non cash investing and financing activities | ||||||||
| Conversion of convertible debt into common stock | $ | 935,000 | $ | – | ||||
| Capitalization of interest from loan extinguishment | $ | 44,614 | – | |||||
| Purchase of intangible assets through the issuance of convertible debt | $ | 15,450,000 | $ | – | ||||
| Issuance of convertible debt in exchange for outstanding liabilities | $ | 2,108,983 | $ | – | ||||
| Issuance of convertible debt in exchange for notes payable | $ | 4,531,250 | ||||||
| Common stock issued as part of acquisition | $ | 459,691 | $ | – | ||||
Lottery.com Contact:
Matthew Schlarb
VP, Investor Relations
(512) 585-7789
[email protected]
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Nasdaq:LTRY
Lottery.com and Sports.com Featured at Gateway with Triple-Driver Sponsorship Across IndyCar and IndyNXT
ST. LOUIS, June 12, 2025 (GLOBE NEWSWIRE) — Lottery.com Inc. (NASDAQ: LTRY, LTRYW) (“Lottery.com” or “the Company”), a leading technology company alongside its Sports.com brand, collectively transforming the intersection of gaming, sports and entertainment, announces its continued and expanded sponsorship across both the NTT IndyCar and IndyNXT by Firestone series with its partnered drivers—Callum Ilott , Louis Foster and Sebastian Murray prepare to take on the World Wide Technology Raceway (Gateway) oval this Saturday night.
This marks the first time that both Lottery.com and Sports.com branding will be featured across three race entries in a single weekend—an extraordinary show of support for young talent and a strategic moment for brand visibility on one of the season’s marquee oval events.
Louis Foster – Rahal Letterman Lanigan Racing (NTT IndyCar Series)
Fresh from leading laps in Detroit and surviving one of the biggest accidents of his career, Louis Foster returns to Gateway with unfinished business. The reigning IndyNXT champion, who won all three oval events in last year’s campaign in IndyNXT, brings a wealth of oval experience to the Rahal Letterman Lanigan Racing’s entry in IndyCar.
Following a newly extended and expanded partnership, Foster will now feature the Lottery.com logo on his crash helmet and Sports.com branding on the front wing endplates of his RLL car through the end of the 2025 season. The branding aligns the Foster partnership with the Company platforms’ long-term motorsport ambitions.
“I’m incredibly proud to be carrying the Lottery.com and Sports.com logos this weekend at Gateway. It’s a track I love, and I’m determined to repay their faith in me with a strong result,” said Foster.
Callum Ilott – PREMA Racing (NTT IndyCar Series)
British racing star Callum Ilott returns to Gateway ready to showcase the front-running pace he’s been building throughout the season with PREMA Racing. Despite a wheel incident in Detroit, Ilott has consistently demonstrated Top 10 potential and now takes on the high-speed oval with renewed determination.
Ilott continues to represent Lottery.com with high-visibility helmet branding, prominently featured across all race sessions this weekend. His professionalism and composure have made him an ideal partner for the brand’s IndyCar strategy in 2025.
“Callum brings a sharp focus and professionalism to every race weekend, and we’re proud to be aligned with him as PREMA continues its impressive debut season in IndyCar,” said Matthew McGahan, CEO of Lottery.com and Sports.com.
Sebastian Murray – No. 2 Dream Racing Dubai (IndyNXT by Firestone)
Rising Scottish talent Sebastian Murray returns to the site of IndyNXT’s unique challenge, ready to build on his career-best P6 finish in Detroit. In just his fifth race appearance in the IndyNXT series, Murray is continuing to turn heads, now sitting 11th in the overall driver standings.
Backed by Lottery.com and Sports.com, Murray will once again carry the brands across his helmet, race suit, front and rear wing endplates, and rear wing panel—a comprehensive visual partnership that continues to position him as a key ambassador for the Company’s platforms’ next-gen motorsports strategy.
“This weekend marks a major milestone for our Company and both the Lottery.com and Sports.com brands,” said McGahan, “To have all three of our partnered drivers competing at Gateway under the lights—across both IndyCar and IndyNXT—is something we’re extremely proud of. Our commitment to supporting emerging and elite talent is matched by the unprecedented visibility we’re achieving for our brands on a national stage. We believe strongly in these athletes and in the sport.”
About Lottery.com
The Lottery.com Inc. (NASDAQ: LTRY, LTRYW) family of brands — including Sports.com, Tinbu and WinTogether, comprise a unified ecosystem that integrates gaming, entertainment, and sports. Follow the Company on X, Instagram and Facebook.
Photos accompanying this announcement are available at:
https://www.globenewswire.com/NewsRoom/AttachmentNg/0d390058-4f90-430c-9b03-cc71a594db70
https://www.globenewswire.com/NewsRoom/AttachmentNg/7584759a-e4e6-45eb-8691-d1f4ee66771e
https://www.globenewswire.com/NewsRoom/AttachmentNg/26c9061b-baaa-4452-907f-78513e1d9ea7
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].
FORT WORTH, Dallas, June 11, 2025 (GLOBE NEWSWIRE) — Lottery.com Inc. (NASDAQ: LTRY, LTRYW) (“Lottery.com” or “the Company”), a leading technology company transforming the intersection of gaming, sports and entertainment, today announces its growth strategy for Nook Holdings Limited (“Nook”), the UAE-based sports and wellness incubator located at One JLT, Dubai. The Company is expected to complete its acquisition of a ninety percent (90%) ownership stake in Nook on or before June 30, 2025.
The Company has unveiled a strategic, multi-market rollout plan for its Sports.com-branded co-working and incubation model. This forms part of the Company’s broader platform growth strategy designed to drive international brand presence, cash generation through tangible asset acquisitions. Nook will be rebranded under Sports.com upon completion of the transaction.
“This is not a one-off transaction — this is a scalable blueprint,” said Matthew McGahan, Chairman and CEO of Lottery.com and Sports.com. “For several months, we’ve been clear that Lottery.com and Sports.com are executing an aggressive buy-and-build strategy. We operate a modular model that enables us to bolt on high-potential, cash-generative businesses that expand both brands quickly and globally.”
This execution aligns with the stated intent behind Lottery.com’s $100 million financing facility with Generating Alpha. The financing facility provides the Company with growth capital to target strategic acquisitions of businesses that possess tangible assets and demonstrate strong recurring revenue potential along with support existing operations. Nook generated $354,000 in net profit in FY 2024 and is projecting a 38% increase to $490,000 in 2025.
The Company has confirmed that its second Sports.com incubator hub will be located in Al Quoz, a high-growth district near DIFC and the Burj Khalifa, within a major new leisure complex. The site is expected to open in Q4 2025 and will serve as a regional anchor for the Company’s operations in the Middle East.
Al Quoz Sports.com/Nook Hub refreshment area (rendering)
Further locations have been identified for international expansion, including:
- Riyadh and Jeddah, Saudi Arabia
- Abu Dhabi, UAE
- Greater Miami, Florida area
“This is a long-term platform play,” said Mark Bircham, Director of Lottery.com and Head of Acquisitions at Sports.com. “We’re creating a repeatable model that connects high-growth markets to a shared infrastructure. With the right businesses in place, the potential to scale across multiple verticals is enormous.”
Each Sports.com hub is designed to serve as a launchpad for sports, health, wellness, and entertainment startups. By integrating these ventures into the broader Sports.com ecosystem, the Company aims to unlock new monetization channels and deliver long-term shareholder value.
About Lottery.com
The Lottery.com Inc. (NASDAQ: LTRY, LTRYW) family of brands — including Sports.com, Tinbu and WinTogether, comprise a unified ecosystem that integrates gaming, entertainment, and sports. Follow the Company on X, Instagram and Facebook.
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, expectations related to the investigation of short selling or potential naked short selling, including the Company’s analysis, its ability to take appropriate corrective action, or any potential investigations by regulators; 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 April 22, 2025, 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.
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/5663c41c-637f-4966-9bbc-1aa1ffac0be2
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].
DUBAI, United Arab Emirates, June 11, 2025 (GLOBE NEWSWIRE) — Lottery.com Inc. (NASDAQ: LTRY, LTRYW) (“Lottery.com” or “the Company”), a leading technology company transforming the intersection of gaming, sports and entertainment, announces the signing of an amended Stock Purchase Agreement (“SPA”) for its planned acquisition of Nook Holdings Limited (“Nook”), a pioneering sports, health and wellness incubator based in Dubai, United Arab Emirates.
The acquisition, valued at approximately $2.5 million USD, is an all-cash deal, underscoring Lottery.com’s strategic commitment to global growth and innovation in sports and wellness. Upon completion, the Company will control ninety percent (90%) of Nook. The deal is expected to close on or before June 30, 2025.
Inside the Nook Co-Working Space
Founded by Ravi Bhusari, Nook has become a cornerstone of the UAE’s sports and wellness ecosystem. Over the past five years, it has fulfilled its ongoing mission to support startups and small businesses establish operations, obtain licenses, register for VAT and gain community support. Its exclusive partnership with Dubai’s DMCC Free Zone and its high-visibility location at One JLT have made it the go-to destination for sports entrepreneurs in the region.
Nook is located at One JLT in Dubai
Ravi Bhusari, Founder of Nook, commented:
“This will be a defining moment for Nook. We have worked hard over the past few years to build a space that truly serves the needs of the sports and wellness community. Partnering with Sports.com, a visionary brand with global ambitions, unlocks tremendous opportunities for our members”
Sports.com: A Global Launchpad for Sports Startups
Upon completion of the acquisition, the Company will operate segments of its international sports business from within the Nook premises at One JLT, transforming the space into a gateway for sports innovation, investment and integration. The site will continue to function as both a premium co-working space and a business incubator, connecting early-stage sports businesses with the broader Sports.com ecosystem.
Matthew McGahan, Chairman and CEO of Lottery.com and Sports.com, stated:
“Nook is not just a workspace — it’s a thriving community of sports and wellness entrepreneurs. It aligns perfectly with our vision for Sports.com as a global platform for innovation and impact. With a successful track record of generating profitable revenue and a stellar reputation, it is the ideal location to continue the global presence of the Sports.com brand. We’re excited to work closely with the businesses already operating inside Nook and help them scale faster, smarter and embrace a global mindset.”
Mark Bircham, Director of Lottery.com and Head of Acquisitions at Sports.com, added:
“I’ve had the privilege of working closely with the Nook team over the past six months to bring this deal to completion. The quality of the businesses operating at Nook and the energy of the ecosystem they’ve built made it absolutely worth the wait. We are ready to roll up our sleeves and begin supporting these companies with everything Sports.com has to offer — from networking and licensing to potential investment and acquisition. This is just the beginning.”
About Lottery.com
The Lottery.com Inc. (NASDAQ: LTRY, LTRYW) family of brands — including Sports.com, Tinbu and WinTogether, comprise a unified ecosystem that integrates gaming, entertainment, and sports. Follow the Company on X, Instagram and Facebook.
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, expectations related to the investigation of short selling or potential naked short selling, including the Company’s analysis, its ability to take appropriate corrective action, or any potential investigations by regulators; 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 April 22, 2025, 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.
Photos accompanying this announcement are available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/95fd0752-c86d-4af3-852f-a229f4c126dc
https://www.globenewswire.com/NewsRoom/AttachmentNg/e0dc33ad-74ea-458f-a28b-deff17c7b2c7
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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