UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 15, 2021 (
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code:
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12) | |
Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b)) | |
Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
The | Stock Market LLC||||
The | Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, 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 13(a) of the Exchange Act.
Introductory Note
As previously reported in the Original Form 8-K, on October 29,
2021, the Company completed the previously announced business combination (the “Closing”) contemplated by the business
combination agreement, dated as of February 21, 2021 (the “Business Combination Agreement”), by and among Company,
Trident Merger Sub II Corp., a wholly-owned subsidiary of the Company (“Merger Sub”), and AutoLotto, Inc. (“AutoLotto”).
Pursuant to the terms of the Business Combination Agreement,
Merger Sub merged with and into AutoLotto with AutoLotto surviving the merger as a wholly owned subsidiary of TDAC, which was renamed
“Lottery.com Inc.” in connection with the Closing (the “Merger” and, together with the other transactions
contemplated by the Business Combination Agreement, the “Business Combination”). Unless the context otherwise requires,
the “Company” refers to the registrant and its subsidiaries, including AutoLotto and its subsidiaries, after the Closing,
and “TDAC” refers to the registrant prior to the Closing.
The Original Form 8-K incorporated by reference, among other
items, the financial statements of AutoLotto as of and for the fiscal years ended December 31, 2020 and 2019, and as of and for the three
and six months ended June 30, 2021 and 2020 from the Definitive Proxy Statement/Prospectus filed by TDAC with the Securities and Exchange
Commission on October 18, 2021 (the “Proxy Statement”).
The Original Form 8-K is amended by this Amendment to provide
(i) the unaudited financial statements of AutoLotto as of and for the three and nine months ended September 30, 2021 and 2020, (ii) the
Management’s Discussion and Analysis of Financial Condition and Results of Operations of AutoLotto for the three and nine months
ended September 31, 2021 and 2020, and (iii) the unaudited pro forma condensed combined financial information of TDAC and AutoLotto as
of and for the nine months ended September 30, 2021, each of which are included under Item 9.01 hereto, in accordance with the rules
and regulations of the Securities and Exchange Commission, as well as the additional corresponding information for the relevant fiscal
period. This Amendment does not amend any other item of the Original Form 8-K or purport to provide an update or a discussion of any
developments at the Company subsequent to the filing date of the Original Form 8-K.
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Item 2.01 Completion of Acquisition of Assets.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Management’s Discussion and Analysis of Financial Condition and Results of Operations of AutoLotto for the three and nine months ended September 30, 2021 and September 30, 2020 is included in this Amendment as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements
The unaudited financial statements of AutoLotto as of and for the three and nine months ended September 30, 2021 and 2020 are attached hereto as Exhibit 99.2 and are incorporated by reference herein.
(b) Pro forma financial information
The unaudited pro forma condensed combined financial information of TDAC and AutoLotto as of and for the nine months ended September 30, 2021 is set forth in Exhibit 99.3 and is incorporated herein by reference.
(d) Exhibits:
* | Filed herewith. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
LOTTERY.COM INC. | |||
By: | /s/ Kathryn Lever | ||
Dated: November 15, 2021 | Name: | Kathryn Lever | |
Title: | Chief Legal Officer |
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