IPO - Lottery.com Inc.

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Form Type: S-1/A

Filing Date: 2025-05-14

Corporate Action: Ipo

Type: Update

Accession Number: 000164117225010091

Filing Summary: Lottery.com Inc., initially formed as Trident Acquisition Corp., is issuing an indefinite number of shares of common stock to raise $100,000,000 through a Stock Purchase Agreement with Generating Alpha Ltd. The agreement allows the investor to purchase shares at 90% of the market price, defined as the average volume-weighted average price (VWAP) over the previous 20 trading days. The registration includes an offer for the resale of up to 25,688,622 shares of common stock, including shares associated with warrants and prefunded warranties. The company plans to commence the offering promptly after SEC effectiveness and continues for 18 months. Key prospective sales terms are outlined, emphasizing that Lottery.com will receive proceeds only from their direct sales but not from secondary resales by other shareholders. The offering is designed to boost funding for resuming operations, previously affected by a cessation of activities.

Additional details:

Common Stock Price: 0.792


Stock Purchase Agreement Date: 2024-11-13


Commitment Amount: 100000000


Shares Registered: 20000000


Maximum Put Amount Conditions: minimum $20000 and maximum equal to 100% of Average Daily Trading Volume


Form Type: S-1/A

Filing Date: 2025-05-07

Corporate Action: Ipo

Type: Update

Accession Number: 000164117225009053

Filing Summary: This document is an amendment to the registration statement for Lottery.com Inc. filed under the Securities Act of 1933. The Company aims to raise $100,000,000 through the primary offering of common stock. It registers 20,000,000 shares as part of an indefinite number of shares authorized by a Stock Purchase Agreement with Generating Alpha Ltd., in which the investor agrees to purchase shares at 90% of the market price. The offering allows for sales and direct transactions with investors with no minimum purchase requirements. The document also mentions additional offerings by other selling shareholders. The common stock of Lottery.com is traded on Nasdaq under the symbol 'LTRY'. The Company was formed as Trident Acquisition Corp. for business combinations and subsequently merged with AutoLotto, Inc. A detailed overview of the Company's financials, risk factors, and operational plans, along with agreements pertaining to stock purchases and warrants, are discussed.

Additional details:

Date Of Previous Registration: 2024-01-01


Commitment Amount: $100,000,000


Shares Registered: 20,000,000


Investor Selling Shareholder: Generating Alpha Ltd.


Market Price Percent: 90%


Form Type: S-1/A

Filing Date: 2025-04-25

Corporate Action: Ipo

Type: Update

Accession Number: 000164117225006093

Filing Summary: Lottery.com Inc. is registering an indefinite number of shares of common stock under a Stock Purchase Agreement to raise $100,000,000. The registration statement involves the sale of 20,000,000 shares that might be issued under agreement with Generating Alpha Ltd., which stipulates purchase terms at 90% of the market price defined as the average VWAP over the preceding twenty trading days. The registration also includes provisions for selling 5,688,622 shares of common stock by selling shareholders, including those from warrant exercises and commitments from the Investor. The offering will commence upon SEC approval and is set to last for 18 months, with no minimum amount for direct sales. The company’s stock is listed on Nasdaq under the symbol “LTRY” and had a closing price of $0.83 per share as of April 23, 2025. It should be noted that risks associated with investing in the securities are covered in the document, which includes detailed information regarding the company, stock transactions, and financial conditions.

Additional details:

Common Stock Offered: 20000000


Commitment Amount: 100000000


Market Price Percentage: 90


Minimum Put Amount: 20000


Maximum Put Amount Percentage: 100


Commitment Fee Shares: 512662


Prefunded Warrant Shares: 1906693


Shares For Selling Shareholders: 5688622


Form Type: S-1/A

Filing Date: 2025-04-15

Corporate Action: Ipo

Type: Update

Accession Number: 000164117225004698

Filing Summary: Lottery.com Inc. is filing Amendment No. 1 to its Registration Statement on Form S-1 originally filed on April 11, 2025, for the purpose of adding a Delayed Effective Date disclosure and updating certain exhibits. The prospectus remains unchanged and is omitted from this filing. The company is categorized as a smaller reporting company and an emerging growth company. Included are the financial statements and a list of exhibits that consist of various agreements, financial documents, and organizational bylaws essential for the upcoming IPO process. Key documents mentioned include the Business Combination Agreement related to Trident Acquisitions Corp., and various employment and loan agreements pertinent to the company's operations and financial structure.

Additional details:

Address: 5049 Edwards Ranch Rd., 4th Floor Fort Worth, Texas 76109


Phone Number: (737) 309-4500


Exhibit Number: 2.1

Description: Business Combination Agreement, dated as of February 21, 2021, by and among Trident Acquisitions Corp., Trident Merger Sub II Corp., and AutoLotto, Inc.


Exhibit Number: 3.1

Description: Second Amended and Restated Certificate of Incorporation of Lottery.com Inc.


Exhibit Number: 4.1

Description: Warrant Agreement, dated as of May 29, 2018, between TDAC and Continental Stock Transfer & Trust Company.


Exhibit Number: 5.1

Description: Opinion of Cutler Law Group, P.C. as to the legality of the securities being registered.


Exhibit Number: 10.31

Description: Stock Purchase Agreement and Common Stock Purchase Warrant by and between Lottery.com Inc. and Generating Alpha Limited, dated November 13, 2024.


Form Type: S-1

Filing Date: 2025-04-11

Corporate Action: Ipo

Type: New

Accession Number: 000164117225003901

Filing Summary: Lottery.com Inc. is seeking to register an indefinite number of shares of common stock, aiming to raise $100,000,000 through a Stock Purchase Agreement with Generating Alpha Ltd. The Agreement allows Lottery.com to sell shares to the Investor at 90% of the market price. The minimum for each sale is set at $20,000, with the maximum linked to the Investor's prior ownership limitations. Shares offered also include commitment shares and warrants for selling shareholders. The offering period is for 18 months following the prospectus effectiveness. The document serves as a preliminary prospectus under the Securities Act of 1933, detailing risks associated with the investment and providing insights into the company's operations and financial conditions.

Additional details:

Address: 5049 Edwards Ranch Rd., 4th Floor Fort Worth, Texas 76109


Investor Name: Generating Alpha Ltd.


Commitment Amount: $100,000,000


Share Price Percent: 90%


Minimum Purchase: $20,000


Offering Period: 18 months


Listed On: The Nasdaq Stock Market LLC


Stock Symbol: LTRY


Form Type: POS AM

Filing Date: 2025-01-16

Corporate Action: Ipo

Type: Update

Accession Number: 000149315225002444

Filing Summary: This document is a Post-Effective Amendment No. 1 to Form S-1 registration statement which updates the proposed public offering of Lottery.com Inc.'s common stock. The amendment revises the offering price per share from $3.00 to $1.00 for 50,000,000 shares intended for public sale. Additionally, the amendment includes the registration of 6,270,854 shares of common stock on behalf of selling shareholders. The total offering is described as a 'best efforts' offering with no minimum purchase requirement intended to commence as soon as the SEC declares the registration statement effective, with proceeds earmarked for operational plans. The company emphasizes that this does not modify existing terms of the prospectus from the registration statement. Common stock of Lottery.com Inc. is presently listed on The Nasdaq Stock Market under the ticker symbol 'LTRY'.

Additional details:

Cik: 0001673481


Common Stock Offered: 50000000


Offering Price Per Share: 1.00


Securityholder Offering: 6270854


Stock Exchange: Nasdaq


Ticker Symbol: LTRY


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